Articles of Association of 52° North Spatial Information Research GmbH
Version May 2021
Art. 1 Name, Registered Office
- The Company is a private limited company under the corporate name 52° North Spatial Information Research GmbH.
- The Company has its registered office in Münster.
Art. 2 Object of the Enterprise
- The object of the Company is to increase the value of geodata and geoinformation technologies in science, business and administration through applied research and knowledge-intensive services. The Company shall act as a linking entity be-tween research and practice in geoinformation processing and promote cooperation between business, science and administration. The Company shall follow the principles of open science and make its findings available to the widest possible circle of users in the form of open publications, open source software and open data.
- The Company may not enter into competition, whether directly or indirectly, with any of its shareholders.
- The Company may not favour any person through expenditure which is foreign to the purposes of the Company or through disproportionately high remuneration.
- The Company is entitled to enter into or carry out all transactions and to take all measures that are necessary and appropriate to achieve its object. The Company is entitled to set up branch offices.
Art. 2 a Non-profit Status
- The Company shall exclusively and directly pursue charitable purposes within the meaning of the section “Tax-privileged purposes” (“Steuerbegünstigte Zwecke”) of the German Fiscal Code (AO).
- The Company shall act selflessly and shall not primarily pursue its own economic purposes. The funds of the Company may only be used for purposes in accordance with these Articles of Association.
- The funds must in principle be used for the tax-privileged statutory purposes in a timely manner within the meaning of section 55(1)(5) of the AO, i.e., at the latest within two calendar or financial years following the inflow.
- The shareholders may not receive any shares in the profits and, in their capacity as shareholders, no other benefits from the funds of the Company. In the event of their withdrawal or the dissolution of the Company or the discontinuation of tax-privileged purposes, they shall not receive back more than their paid-up capital shares and the fair value of their contributions in kind.
- The Shareholders shall fulfil their tasks themselves or through an auxiliary person within the meaning of § 57 section 1 sentence 2 AO. The Company may maintain taxable commercial operations (“wirtschaftliche Geschäftsbetriebe”) and special-purpose undertakings (“Zweckbetriebe”) for the realisation of its purposes.
- There shall be no legal claim to any granting of benefits of the Company, which, if any, may be revoked at any time, and such revoked benefits shall not constitute a legal claim. This shall be decided solely by the body responsible under these Articles of Association. An appeal to equal treatment in cases of grant or refusal is excluded.
Art. 3 Nominal Capital
The nominal capital of the Company amounts to € 26,000.00 (Euro twenty-six thousand).
Art. 4 Term, Financial Year
- The Company has not been incorporated for a defined term.
- The financial year is the calendar year.
Art. 5 Management
- The Company has one or more managing directors. Where the Company has more than one managing director, one of them may be appointed by a shareholders meeting to the position of chairman of the management.
- The managing directors have a duty to con-duct the business of the Company in compliance with the law, the provisions of the Memorandum and Articles of Association, any bylaws as may be adopted by the shareholders and all other resolutions of the shareholders.
- Notwithstanding the power of representation towards outside parties, the power of the managing directors to conduct the business of the Company is limited to such acts and transactions as occur in the normal course of the commercial operations of the Company. Any acts and transactions beyond the scope as aforesaid are only permissible with the prior consent of a shareholders meeting. The consent of a shareholders meeting shall always be required for any of the following acts and measures:
- purchase, sale and encumbrance of real property and rights equivalent to real property,
- erection of buildings or the performance of building alterations involving expenses of more than € 50,000.00 (Euro fifty thousand),
- procurement or sale of fixtures or furnishings with a value in each case of more than € 50,000.00 (Euro fifty thousand),
- raising or granting of credits and loans and guarantees with a value in each case of more than € 50,000.00 (Euro fifty thousand),
- purchase and sale of participating interests in other enterprises,
- conclusion of agreements on the inclusion of a silent partner,
- all acts which are declared by a shareholders meeting as requiring consent, except such acts as are required mandatorily by law,
- licence agreements with shareholders,
- other agreements and contracts with share-holders obliging the Company to make payments in an amount of more than € 50,000.00 (Euro fifty thousand),
- appointment of employees with an annual salary of more than € 85,000.00 (Euro eighty-five thousand),
- all agreements and contracts outside the project business of the Company obliging the Company to make payments in an amount of more than € 50,000.00 (Euro fifty thousand).
Art. 6 Representation
- The Company is represented by one managing director alone if he/she is the sole managing director or if the shareholders have empowered him by resolution of the shareholders meeting to represent the Company alone. Otherwise, the Company is represented by two managing directors jointly or by one managing director jointly with an authorised commercial signatory.
- One, several or all of the managing directors may, by resolution of the shareholders meeting, be released from the restrictions pursuant to Section 181 BGB [German Civil Code] (prohibition to conclude legal transactions on behalf of the Company with oneself acting in one’s own name or as representative of a third party).
Art. 7 Scientific and Technical Advisory Board
- The Company has a scientific and technical advisory board comprising at least four members.
- Each shareholder has the right to appoint and discharge one member of the advisory board. The other members are appointed and discharged by a shareholders meeting.
- Membership of the advisory board is honorary. The members therefore receive no remuneration for their services. The shareholders meeting may, however, resolve on a case-by-case basis that a member of the advisory board receive compensation in reasonable amount for the costs of travel to advisory board meetings.
- The advisory board has the following tasks:
- To advise the Company in respect of scientific, organisational and technical questions arising from the object of the enterprise (Art. 2).
- To assess the activities of the Company once a year and to report on this to the shareholders meeting.
- The advisory board may adopt its own rules of procedure. It shall elect a chair-person from among its members.
Art. 8 Shareholders Meetings, Shareholders’ Resolutions
- An ordinary shareholders meeting must be held within the first six months following the end of each financial year. It is called by the managing directors with at least two weeks’ prior notice, the day of dispatch of the invitation and the day of the shareholders meeting being not included in calculation of the afore-said two-week period. As well as by registered letter, invitations may also be issued in return for a written acknowledgement of receipt or by e-mail. If the invitation is to be sent by e-mail, each shareholder shall provide the Company with an e-mail address which shall be deemed to be an address for service. The invitation must be accompanied by the agenda of the meeting and the annual financial statements for the preceding financial year prepared by the managing directors together with the auditor’s report, if an auditor has been appointed.
- An extraordinary shareholders meeting may be called by the managing directors at any time with the same period of notice as set forth above. They shall have a duty to call such meeting if requested to do so by one shareholder at least. The minority rights pursuant to Section 50 GmbH-Gesetz [Private Limited Companies Act] shall remain unaffected.
- Shareholders’ meetings shall be held at the registered office of the Company; they may, with the consent of all shareholders, also be held at any other place. Each shareholder may be represented by a representative authorised by written power of attorney.
- At each shareholders meeting, the shareholders shall elect a chairman from among their members.
- A shareholders meeting shall be deemed to have a quorum if the whole of the nominal capital is represented. If this is not the case, a new shareholders meeting with the same agenda must be called within at least two weeks with two weeks’ prior notice. This meeting shall be deemed to have a quorum in every case provided this fact is indicated in the invitation.
- Each share of € 1.00 (Euro one) in the nominal capital of the Company shall confer one vote. To be adopted, resolutions require a two-thirds majority of the votes cast at the shareholders meeting, unless a different majority is specified in the law or the Memorandum and Articles of Association. Changes to the statutes can only be adopted unanimously. The same shall also apply to admission to make a further original capital contribution (Section 55 Clause 2 GmbH-Gesetz).
- Unless another form is mandatorily specified by law or the Memorandum and Articles of Association, shareholders’ resolutions may also be adopted outside of shareholder meetings, if each shareholder participates in such a vote. A resolution may also be passed in any form, including by means of any form of telecommunication, videoconference, by means of e-mail and also in mixed form, with the consent and with the participation of all shareholders, even without complying with the statutory provisions and the provisions of the articles of association for the calling and announcement of shareholders’ meetings. In this case, abstentions shall not be counted as votes cast for the purpose of determining the result of the resolution, but participation in the adoption of the resolution shall be deemed to constitute consent to the form of resolution chosen. Resolutions adopted outside a general meeting shall be recorded in writing in the minutes, to which paragraph 8 applies mutatis mutandis, with the proviso that the minutes must be signed by the shareholders.
- Each resolution adopted by a shareholders meeting or by written vote must be recorded in writing. The minutes of each shareholders meeting must be produced by the minute keeper elected at the meeting and signed by him/her and the chairman; the written record of resolutions adopted ac-cording to paragraph 7 must be signed by each shareholder also reflecting the manner in which the individual votes were cast. The managing directors must send photocopies of the written and signed records to each shareholder within two weeks.
Art. 9 Annual Financial Statements, Appropriation of Net Income
- The managing directors must prepare the annual financial statements with management report within the statutory period following the end of the financial year. The next ordinary shareholders meeting shall then resolve on adoption of the annual financial statements and on the appropriation and distribution of the net income.
- The annual surplus may only be used for the objects of the Company as set forth in the Memorandum and Articles of Association. The shareholders shall receive no profit shares.
- A shareholders meeting may resolve to ap-point an auditor if such appointment is not already required by law.
Art. 10 Announcements
Announcements of the Company will be made in the electronic Federal Gazette only.
Art. 11 Redemption of Shares
- The share of a shareholder may be re-deemed without his consent if
- the share is attached by a creditor of the shareholder or otherwise enforced against him and the enforcement measure is not lifted within three months,
- bankruptcy proceedings or comparable proceedings under an applicable foreign law are opened against the shareholder or the opening of such proceedings is refused for lack of funds,
- grounds are found to exist in the person of the shareholder which justify his exclusion.
- The redemption shall become effective on service of the resolution redeeming the share, irrespective of the time at which the amount of compensation due to the retiring shareholder is determined.
- Instead of redemption, the shareholder meeting may resolve that the share shall be transferred to one or more shareholders or third parties designated by it against payment of the compensation. In this case, the Company shall be jointly and severally liable with the purchaser for the compensation. In the event of redemption, the Company shall owe the compensation. The resolution on the redemption and the assignment requires a majority of ¾ of the votes cast. The shareholder concerned shall not be entitled to vote on the resolution.
- Redemption and acquisition by the Company are only permissible if the compensation can be paid without affecting the share capital. The reconstitution of a redeemed share is permissible insofar as this does not conflict with mandatory law. It shall be effected by share-holders’ resolution with a majority of ¾ of the votes cast.
Art. 12 Withdrawal from the Company
- Each shareholder may withdraw from the Company at the end of a financial year with at least six months’ prior notice. The notice of withdrawal must be made in writing to all the other shareholders. The notice of withdrawal must be sent by registered letter or given in return for a written acknowledgement of receipt.
- The withdrawal of a shareholder shall not cause the Company to be dissolved unless all the other shareholders likewise give notice of withdrawal within three months from receipt of the original notice of retirement.
- The withdrawing shareholder shall transfer his shares to the other shareholders against compensation in proportion to their shares in the share capital. The other shareholders are obliged to take over the shares. Art. 13 applies accordingly.
- The other shareholders may demand by ¾ of the votes cast that the withdrawing shareholder transfer his shares only to a shareholder willing to take them over, to the Company or to one or more third parties willing to take them over. The withdrawing shareholder has no voting rights. The acquisition by the Company is not permitted if it cannot pay the consideration without affecting its share capital.
Art. 13 Compensation
- A shareholder leaving the Company through redemption of his shares or notice of withdrawal shall receive compensation from the Company in the amount of the book value of his participating interest in the Company on the day of his leaving the Company, though not more than the original capital contribution paid by him.
- The due compensation must be paid to the shareholder within six months from his leaving the Company; no interest is payable on the compensation.
Art. 14 Disposal of Capital Shares, Right of First Refusal
- To be effective, the disposal of a share (assignment, pledging or grant of usufruct) shall require the consent of the Company. The man-aging directors may give such consent only on the strength of a unanimous resolution of a shareholders meeting. The respective share-holder has no voting rights.
- Should a shareholder wish to sell his capital share, each other shareholder shall have a right of first refusal. This shall also apply in the case of sale to a fellow shareholder. The period as set forth in Section 469 Para. 2 Sentence 1 BGB for the exercise of a right of first refusal shall be extended to two weeks after the receipt of a notarised copy of the agreement on sale and purchase of the share.
Art. 15 Dissolution of the Company
If the Company is dissolved or annulled or if its purpose as existing hitherto ceases to exist, any assets of the Company that exceed the original capital contributions paid by the shareholders shall be transferred to a non-profit organisation that supports the objects of the Company as set forth in Art. 2. The original capital contributions paid in shall be paid back to the shareholders if the assets of the Company are sufficient for that purpose.
Art. 16 Severability Clause
Should any of the provisions of this deed be or become ineffective or should it be found to have any omissions, this shall have no effect on the validity of the other provisions. In any such case, the shareholders shall have a duty to agree on a valid provision in place of the invalid provision or to fill the missing provision which most nearly corresponds in economic intent to that of the invalid provision or which, in light of the sense and purpose of this deed, would have been agreed had the parties hereto given consideration to the point in question.