STATUTES OF THE German Researchers and Archive Producers e.V. (GRAP e.V.)

(non-biding automatic translation)

1. name, seat, purpose and financial year of the association
2. membership
3. termination of membership
4. organs of the association
5. the executive committee
6. the general meeting
7. treasurer
8. dissolution of the association

1. name, seat, purpose and financial year of the association

1.1 The name of the association is “German Researchers and Archive Producers e.V.” (in short “GRAP”).

1.2 The registered office of the Association shall be in Berlin, Germany.

1.3 The purpose of the Association is

a) to safeguard, maintain and promote the professional and economic interests of all Archive Researchers and Archive Producers working in the Federal Republic of Germany,

b) to promote solidarity among the members,

c) to represent the interests of the members vis-à-vis producers and users in the television, film and audiovisual sector in Germany and abroad, radio and television stations, the film industry, collecting societies, trade unions, commercial and institutional archives and agencies as well as cultural institutions.

1.4 The Association shall be entered in the Register of Associations.

1.5 The Association may become a member of other organisations or cooperate with them.

1.6 The financial year shall be the calendar year.

1.7 Economic business operations serving the purpose of the Association may be maintained.

2. Membership

2.1 Any archive researcher or archive producer working in the Federal Republic of Germany who is at least 18 years old may become a member of the association. This applies to all film genres, formats and fields of activity.

Archive researchers and archive producers from abroad can also become members; however, GRAP can only represent their interests for their professional activities taking place within the Federal Republic of Germany.

2.2 Application for membership must be made in writing. The Executive Committee shall decide on admission, against whose refusal a decision of the General Assembly may be appealed within one month by registered letter.

2.3 The members are called upon to promote the purpose and the endeavours of the Association by cooperating and providing information to the Executive Committee. The members undertake among themselves to protect the interests of the Association and its members which are worthy of protection.

In particular, for reasons of solidarity, each member should, when taking over a project already started by other archive researchers and archive producers, inform these archive researchers and archive producers to the best of their knowledge and belief that they have been commissioned to continue the work. This applies even if it is not considered necessary by the director or the production.

2.4 Every member has equal voting rights and the right to submit motions to the Board and in the General Assembly. Supporting members are excluded from this.

2.5 Members shall pay a one-off registration fee and regular membership fees, the amount of which shall be decided by the Board; in the event of an increase of more than 10%, the General Assembly shall decide. The membership fees shall be used to cover costs incurred in connection with the pursuit of the objectives of the Association. In special cases, the Executive Committee may defer the fees. Details shall be set out separately in the membership fee regulations.

2.6 Honorary membership may be conferred by the General Assembly. Honorary members have all the rights of ordinary members. Furthermore, supporting members may also be appointed. The latter do not have to be Archive Researchers and Archive Producers; legal entities are also possible.

3. termination of membership

3.1 Membership shall end

a) by notice of resignation in writing to the Association with a notice period of three months,

b) in the event of death,

c) by expulsion, which may be effected if a member grossly offends against the reputation or the purposes of the Association or is in arrears with subscriptions and fails to make payment despite a reminder with threat of expulsion. Further details are set out in the subscription rules; the Executive Committee shall decide on the exclusion. 3.2.

3.2 Upon leaving the association, all possible claims of the former member arising from the membership expire vis-à-vis the association.

4. organs of the association

4.1 The organs of the association are

a) the Executive Committee,

b) the General Assembly.

4.2 By resolution of the General Assembly, further organs such as local sub-groups and an Advisory Council may be formed.

5. the Board of Directors

5.1 The Board shall consist of at least two and at most five elected ordinary members of the Association. At least one board member should belong to the professional group of freelance archive reseachers and archive producers. The board should be as diverse as possible to adequately represent a variety of perspectives, including gender, field of activity and city/region.

5.2 Board members shall be regularly elected by the General Assembly for a term of two years and shall remain in office until the General Assembly has elected new members to the Board. Re-election is permitted.

5.3 The Executive Board is responsible for all decisions and measures that are not assigned to the General Assembly. These are in particular:

a) Preparation and convening of the General Assembly,

b) Execution of the resolutions of the General Assembly, bookkeeping, preparation of an annual report,

c) Adoption of resolutions on the admission and exclusion of members, management of the Association’s assets,

d) Amendments to the Statutes on the basis of information from the Register of Associations, subject to approval at the following General Meeting.

5.4 The ordinary meetings of the Board shall be held at least once a year.

5.5 The Board shall constitute a quorum when a simple majority of its members is present. Written votes by email are permitted if all Board members agree to this procedure. The majority of the votes cast shall decide; in the event of a tie, the members must be consulted. Board meetings may be held digitally.

5.6 The decisions of the Executive Board shall be recorded in the minutes and sent to the members in writing within two weeks of the adoption of the resolution.

5.7 The Executive Board may appoint a Managing Director to manage the day-to-day business and to safeguard the interests of the Association.

6. the general meeting

6.1 The general meeting is responsible for the following matters:

a) Election and dismissal of the Executive Committee

b) Election of the Treasurer

c) Acceptance of the annual report of the Executive Committee

d) Discharge of the Executive Committee

e) Adoption of the Statutes of Association and setting of the annual subscription fee

f) Passing resolutions on amendments to the Statutes and on the dissolution of the Association.

g) The General Assembly may make recommendations to the Executive Committee.

6.2 At least one Ordinary General Meeting shall be held each year. General Meetings may be held in person, virtually or in a hybrid format. The Board shall decide on the form of the meeting.

The Executive Board shall invite members to the General Assembly in writing at least two weeks in advance, stating the place, time, form of the event and agenda. The invitation may also be sent by e-mail to the last e-mail address provided by the member.

6.3 In addition, extraordinary General Meetings shall be convened by the Executive Committee if the interests of the Association so require or if one quarter of the members so request by written application to the Executive Committee.

6.4 Any member may submit a written request to the Executive Committee at least one week before the General Assembly to have other matters added to the agenda. The Executive Committee will put the request on the agenda.

The agenda may be further supplemented in the course of the general meeting by majority vote; the general meeting may pass resolutions on these supplemented agenda items.

6.5 The General Assembly has a quorum if at least 30 per cent of the members – including two members of the Executive Committee – are present or duly represented.

In the event of a lack of quorum, another General Assembly shall be convened with the same agenda, which may then pass resolutions without regard to the number of members present.

6.6 Representation of members not present by participating members is only possible on the basis of a written, signed power of attorney, which must be presented at the general meeting in paper or digital form.

Each member present may represent up to seven non-appearing members on the basis of a written proxy. If a member receives more than seven proxies, he/she is entitled to pass on the surplus proxies to another member present; in this case, a member named as a substitute in the proxy has priority. The powers of attorney shall be communicated to the Executive Committee before the beginning of the General Meeting by submitting the relevant documents for registration.

6.7 The General Assembly shall be chaired by a chairperson appointed by the members of the Executive Committee present. Furthermore, the Executive Committee shall appoint a minute taker. The elections, in particular the election of the Executive Committee and the election of the Treasurer, shall be governed by election regulations to be adopted by the General Assembly.

6.8 The General Assembly shall vote by show of hands. At the request of at least five members, a written and secret ballot shall be held. The General Assembly shall decide by a simple majority of the valid votes cast; abstentions or invalid votes shall not be counted. In the event of a tie, the chairperson of the meeting shall have the casting vote.

6.9 Amendments to the Statutes or the purpose of the Association require a majority of 2/3 of the valid votes. Resolutions on amendments to the Statutes are only admissible if they have been announced on the agenda with the invitation. In the event that a corresponding 2/3 majority is not reached, an extraordinary General Assembly may be convened, which may decide on an amendment to the Statutes or the purpose of the Association with a simple majority of the members present or represented, which must be pointed out accordingly in the invitation.

6.10. Resolutions of the General Assembly may also be passed by written ballot in a circular procedure. This is done by sending the subject of the resolution to the members at their last postal or e-mail address with the request to comment on it within a reasonable period of time. Failure to submit a written statement shall be deemed to be consent. The written votes must be received by the Executive Committee within a period of two weeks after dispatch; the majority shall be calculated on the basis of the votes cast. This procedure is not permitted for resolutions on amendments to the Statutes or the purpose of the Association.

6.11. Minutes shall be taken of the resolutions passed at the General Assembly and of the results of the elections, which shall be signed by the chairperson of the meeting and the keeper of the minutes and shall be made known to the members in an appropriate form.

7. treasurer

The General Assembly shall elect a Treasurer every two years, who shall not be a member of the Executive Committee, but who may be proposed by the Executive Committee. The Treasurer shall audit the Association’s accounts, including the books and receipts, once a year. The Treasurer shall submit an audit report to the Annual General Meeting and propose the discharge of the Executive Committee.

8. the dissolution of the Association

8.1 The dissolution of the Association shall be decided by a resolution of the General Assembly with at least 3/4 of the votes cast, with the presence (in person or digitally) of more than half of the members. If less than half of the members are present, a new extraordinary general meeting shall be convened.

8.2 In the event of dissolution, a decision shall be taken on the use of the Association’s assets, which shall be allocated to a project serving the purpose of the Association.

Berlin, 15th September 2022