Statutes
Please note: This translation serves information purposes only. Only the German version is legally binding.
Statutes of GESIS – Leibniz Institute for the Social Sciences according to the resolution of the Assembly of Members of 19 October 2023 and the resolution of the Board of Trustees on 8 December 2023. The Statutes were entered into the register of associations (“Vereinsregister”) and came into effect on 19 April 2024.
§ 1 Name and Head Office
The name of the association is „GESIS – Leibniz Institute for the Social Sciences e. V.” (registered association). It is located at Mannheim and Cologne. The head office is based in Mannheim and the association is registered in the register of associations in Mannheim.
§ 2 Purpose
(1) The association’s purpose is the promotion of science and research. The association provides essential, nationally and internationally relevant research-based services for the social sciences. Its task is to develop and improve social science research approaches and instruments through basic scientific research.
(2) The purpose of the association is particularly realized by accomplishing the following tasks:
a) continual, interdisciplinary research and development related to the task areas specified in letters b) to e) of this paragraph,
b) the collection, processing, archiving, documentation, long-term preservation and provision of research data that enable the description and explanation of societal developments from a national, international comparative and historical perspective,
c) the development and provision of further research-based services, particularly with regard to research data, such as methods for linking different data sets and data types or methods of statistical modeling of data,
d) the participation in the development and operation of European research infrastructures,
e) the participation in shaping the international research landscape.
The association's services are guided by the requirements of empirical research in the social sciences and meet the highest standards of scientific quality, user-friendliness, transparency, and accessibility.
(3) The association pursues solely and directly non-profit purposes in terms of the section "Tax-privileged purposes" (“steuerbegünstigte Zwecke”) of the General Fiscal Law.
(4) The association is acting altruistically; it does not primarily pursue its own economic purposes. For the realization of the purposes specified in paragraph 1, the transfer of funds to other tax-privileged corporations, public bodies and foreign corporations is also possible.
(5) The association's funds may only be used for statutory purposes. The members of the association do not receive any benefits from the association's funds.
(6) Nobody may benefit from expenses that are not in line with the purpose of the association, or from disproportionately high remunerations.
§ 3 Membership
(1) Members of the associations are universities and other higher education institutions that have applied for membership by writing.
(2) The Board of Trustees decides on the application for admission of new members, which must be submitted in writing.
(3) Resignation from the association must be declared in writing to the President with a notice period of one month to the end of a calendar month.
§ 4 Fiscal Year
The fiscal year corresponds to the calendar year.
§ 5 Bodies
Bodies of the association are the:
a) Assembly of Members,
b) Board of Trustees,
c) Executive Board,
d) Scientific Advisory Board,
e) User Advisory Board.
§ 6 Assembly of Members
(1) The Assembly of Members:
a) decides on the amendment of the statutes and
b) the dissolution of the association, and
c) elects the members of the User Advisory Board.
(2) Resolutions of the General Meeting are passed by a simple majority of the valid votes cast, unless otherwise stipulated in these statutes. Abstentions are considered votes not cast. A majority of two-thirds of the valid votes cast is required for the dissolution of the association. Resolutions in accordance with paragraph 1 a) require the approval of the Board of Trustees.
(3) Another member or a non-member may be authorized in writing to exercise voting rights. However, an authorized person may not represent more than three members.
(4) The President convenes the Assembly of Members at least once a year and chairs the meetings. The Assembly of Members must be convened if at least one third of the members request this. The chairperson of the Board of Trustees attends the Assembly of Members in an advisory capacity; representatives of the funding bodies may attend.
(5) The meetings of the Assembly of Members can be convened either as face-to-face meetings or as a video conference. The video conference must allow communication as unimpeded as in face-to-face meetings and, in particular, a clear allocation of contributions. The minutes of the meeting must record whether this was the case. Following a meeting held as a video conference, resolutions are to be confirmed in writing.
(6) The invitation to the meeting of the Assembly of Members is issued in writing, stating the agenda. The invitation period is two weeks. The meeting documents with proposed resolutions must be attached to the invitation. Resolutions may only be passed on items that are explicitly specified in the agenda.
(7) Minutes must be written immediately for each meeting and signed by the President and a minute-taker appointed by him or her in advance. The minutes must state the place and date of the meeting, the participants, the items on the agenda and the resolutions of the meeting.
§ 7 Members of the Board of Trustees
(1) The members of the Board of Trustees with voting rights are:
a) one member delegated and recalled by the responsible federal ministry,
b) one member each delegated and recalled by the responsible state ministries,
c) four personalities who are able to support the purpose of the association based on experience from their own scientific work. If possible, these should include two scientists who work full-time at an institution outside of Germany. They are appointed by the Board of Trustees for a period of usually four years. One immediate reappointment is possible. Staggered appointments are to be aimed for. The term commences with the first meeting of the Board of Trustees after the appointment and ends with the successor taking office at the latest,
d) one subject-specific scientist from each university with which the association has a cooperation agreement on the joint appointment of directors of scientific departments. The period of secondment is up to four years. It ends at the latest when the full-time employment of the delegated person at the sending university ends or when the cooperation agreement between GESIS and the university expires.
(2) The members of the Board of Trustees defined in letters 1 c) and d) should represent the purpose of GESIS in accordance with § 2 of the Statutes.
(3) The number of votes of the Federal Government within the Board of Trustees corresponds to the number of votes of the federal states represented on the Board of Trustees.
(4) A membership on the Board of Trustees and the Scientific Advisory Board or User Advisory Board at the same time is excluded.
(5) The following persons attend the meetings of the Board of Trustees as guests in an advisory capacity, unless the Board of Trustees decides otherwise:
a) the chairperson of the Scientific Advisory Board,
b) the chairperson of the User Advisory Board,
c) the chairperson of the General Works Council.
The Equal Opportunities Officer is entitled to attend the meetings of the Board of Trustees in an advisory capacity.
On request of a member of the Board of Trustees, the members according to letters a) to c) and the Equal Opportunities Officer may be excluded from deliberations on items directly concerning them.
(6) The members of the Executive Board attend the meetings of the Board of Trustees or the meetings of a committee unless the Board of Trustees decides otherwise.
(7) The Board of Trustees elects its chairperson from the members referred to in paragraph 1 c) or d) for a term of four years. A single direct re-election is possible for a period of up to four years.
(8) The members of the Board of Trustees as defined in paragraph 1 a) and b) shall appoint the deputy chairperson of the Board of Trustees from amongst its members for a term of four years. Re-election is possible. The deputy chairperson shall have the same rights and obligations as the chairperson for the duration of the deputization.
§ 8 Tasks of the Board of Trustees
(1) The Board of Trustees advises and monitors the Executive Board's activities. It also has all the tasks assigned by these statutes.
(2) The Board of Trustees may constitute committees from among its members and define their tasks and authorities. The committee’s chairperson has to report regularly to the Board of Trustees on the committee's work. A committee may not take decisions in place of the Board of Trustees.
(3) The Board of Trustees has the following tasks, in particular:
a) approval for the program budget,
b) consent to the long-term program planning,
c) appointment and dismiss of members of the Executive Board,
d) prior approval for cooperation agreements with universities and appointment of representatives of the association to the appointment committees,
e) at the recommendation of the Executive Board, appointment of the directors of the scientific departments, which takes place after a joint appointment procedure with a university with which the association has a corresponding cooperation agreement. The Board of Trustees receives the recommendation of the appointment committee. After hearing the President and the Scientific Advisory Board, the directors of the scientific departments are appointed for a period of five years. Reappointment is possible,
f) election of members of the Board of Trustees according to § 7 para. 1 c),
g) appointment and dismiss of members of the Scientific Advisory Board,
h) admission of new association members,
i) agreement on and right of initiative for amendments to the statutes,
j) appointment of the auditor or auditing firm with the approval of the members of the Board of Trustees in accordance with § 7 para. 1 a) and b),
k) adoption of the annual financial statements,
l) receiving and consulting of the reports of the Executive Board, the Scientific Advisory Board and the User Advisory Board,
m) formal acceptance of the actions of the Executive Board,
n) resolution on the rules of procedure of the Board of Trustees, the Executive Board, the Scientific Advisory Board and the User Advisory Board,
o) establishment and closure of departments at the recommendation of the Executive Board.
(4) Other extraordinary legal transactions or measures that go beyond the scope of day-to-day operations and have a significant impact on the position and activities of the association can only be undertaken with the prior approval of the Board of Trustees. The Board of Trustees may make further activities and measures dependent on its approval in the rules of procedure of the Executive Board or by other resolution.
(5) The chairperson of the Board of Trustees represents the association when concluding, amending or terminating contracts with members of the Executive Board and when enforcing claims against current or former members of the Executive Board. In this respect, he or she is a special representative in terms of § 30 of the German Civil Code (BGB). Reference is made to § 9 para. 6.
§ 9 Meetings of the Board of Trustees
(1) The chairperson shall convene the Board of Trustees at least twice a year and chair the meetings. At the request of the members of the Board of Trustees as defined in § 7 para. 1 a) and b) or at least one third of its members, the Board of Trustees must be convened within one month.
(2) The meetings of the Board of Trustees can be convened either as face-to-face meetings or as a video conference; at least one in-person session per year is targeted. The video conference must allow communication as unimpeded as in face-to-face meetings and, in particular, a clear allocation of contributions. The minutes of the meeting must record whether this was the case. Following a meeting held as a video conference, resolutions are to be confirmed in writing.
(3) The invitation to the meeting of the Board of Trustees is issued in writing, stating the agenda. The invitation period is two weeks. The meeting documents with proposed resolutions must be attached to the invitation. Resolutions may only be passed on items that are explicitly specified in the agenda.
(4) Resolutions require a simple majority of the valid votes cast. Abstentions are not counted. In the event of a tie, the chairperson has the deciding vote. Resolutions may also be passed by way of circulation, unless more than one member of the Board of Trustees objects to the circulation procedure within a period to be determined by the chairperson. Resolutions that are not passed at meetings must be recorded in writing or in text form and forwarded to the members of the Board of Trustees immediately for their records and included in the minutes of the next meeting.
(5) The Board of Trustees constitutes a quorum if the majority of its members with voting rights are present or represented in accordance with § 9 para. 8; this must include the chairperson or the deputy chairperson and the members of the Board of Trustees as defined in § 7 para. 1 a) and b).
(6) Resolutions of the Board of Trustees on issues relating to research and science policy, with significant financial implications or in relation to the Executive Board or management of the scientific departments, as well as resolutions on amendments to the statutes, require the approval of the members of the Board of Trustees according to § 7 para. 1 a) and b).
(7) In case of a lack of quorum, the chairperson of the Board of Trustees may arrange for the resolutions to be passed by way of circulation or to convene another meeting of the Board of Trustees with the same agenda within 4 weeks. At this meeting, the Board of Trustees shall constitute a quorum irrespective of the number of members present; this must be indicated in the invitation.
(8) In case members according to § 7 para. 1 a) and b) are not able to attend, they may be represented by members of their respective administration in order to exercise their voting rights. In addition, if they are unable to attend, members as defined in § 7 para. 1 may transfer their voting rights to another member as defined in § 7 para. 1. A maximum of two additional voting rights may be transferred to one member. Any representation or transfer of voting rights must be notified to the chairperson of the Board of Trustees or his/her deputy in text form.
(9) Minutes shall be taken immediately for each meeting of the Board of Trustees and shall be signed by the chairperson and a minute-taker appointed by him/her in advance. The minutes must state the place and date of the meeting, the participants, the items on the agenda, the substantial content of the negotiations and the resolutions of the Board of Trustees. Each member of the Board of Trustees shall be provided with a copy of the minutes.
§ 10 Executive Board
(1) The Executive Board consists of the President, the Vice President and the Administrative Director. The Executive Board is jointly responsible for managing the association's business in accordance with the law, these statutes and the rules of procedure of the Executive Board to be issued by the Board of Trustees. It is responsible for all matters of the association unless these are assigned to another body by the statutes. It represents the association according to § 26 of the German Civil Code (BGB). With the exception of § 8 para. 5, its power of representation towards third parties is not limited by these statutes. The members of the Executive Board receive remuneration for their activities.
(2) Tasks of the Executive Board are in particular:
a) representation of the association,
b) administration of business,
c) bringing to attention, initiating, and planning strategically relevant topics,
d) responsibility for establishing the long-term research and service program (program planning),
e) responsibility for the preparation of the program budget,
f) developing internal rules for resource management,
g) overall responsibility for research and services, and the scientific focus,
h) preparation and implementation of resolutions of Assembly of Members and Board of Trustees.
(3) The Executive Board reports to the Board of Trustees on a regular basis, at least biannually, on the activities, the situation and the expected development of the association. It submits the long-term program planning and the program budget to the Board of Trustees for approval. The Board of Trustees may request a report from the Executive Board on the association's affairs at any time. An individual member of the Board of Trustees may also request a report.
(4) The Executive Board reports also to the Assembly of Members, the Scientific Advisory Board and the User Advisory Board on its activities. It submits the long-term program planning and the program budget to the Scientific Advisory Board.
(5) The members of the Executive Board are appointed on a full-time basis.
(6) The members of the Executive Board are appointed by the Board of Trustees for five years, staggered appointments are to be aimed for. A reappointment is possible. This requires a new resolution of the Board of Trustees which should generally be passed not later than one year before the end of the previous tenure. The Board of Trustees may revoke the appointment for a member of the Executive Board at any time.
(7) The initial appointment of the President and Vice-President follows a joint appointment procedure with a university with which a corresponding cooperation agreement exists.
(8) In consultation with the members of the Board of Trustees as defined in § 7 para. 1 a) and b), the chairperson of the Board of Trustees is responsible for the appointment conditions of Executive Board members.
(9) The Executive Board is obliged to inform the chairperson of the Board of Trustees immediately of any important occurrences. The chairperson of the Board of Trustees shall inform the other members of the Board of Trustees of any special incidents at the next meeting of the Board of Trustees at the latest.
(10) The members of the Executive Board are each authorized to represent the association individually.
(11) Further details are specified in the rules of procedure of the Executive Board.
§ 11 Scientific Advisory Board
(1) The Scientific Advisory Board comments on the long-term development of the association and advises the Board of Trustees on the fulfillment of its tasks in accordance with the recommendations of the Senate of the Leibniz Association. In particular, it performs the following tasks:
a) statement on long-term research and development planning and the program budget,
b) statement on the job advertisements and the appointment proposals for the positions of President, Vice-President and directors of scientific departments as well as the nomination of a member for the respective appointment committees,
c) performance of department audits together with the User Advisory Board.
(2) The Board of Trustees appoints the members of the Scientific Advisory Board for four years. One reappointment is possible. The Scientific Advisory Board must include at least two scientists who work at institutions outside of Germany.
(3) The Scientific Advisory Board elects a chairperson and a deputy chairperson from among its members for a period of four years. The deputy chairperson has the rights and duties of the chairperson if the latter is unable to attend. Single and immediate re-election is possible.
(4) The Scientific Advisory Board reports regularly to the Board of Trustees.
(5) The Scientific Advisory Board shall define its own rules of procedure which require the approval of the Board of Trustees.
§ 12 User Advisory Board
(1) The User Advisory Board advises the association particularly on the development of its products and services.
(2) The Assembly of Members appoints the members of the User Advisory Board for a term of four years. One-time reappointment is possible.
(3) The User Advisory Board elects a chairperson and a deputy chairperson from among its members for a term of four years. One-time and immediate re-election is possible.
(4) The User Advisory Board reports regularly to the Board of Trustees.
(5) The User Advisory Board shall define its own rules of procedure which require the approval of the Board of Trustees.
§ 13 Internal Organization of the Association
(1) The association consists of scientific departments, the administration, and other departments.
(2) The scientific departments are headed by scientists.
(3) The administration is headed by the administrative member of the Executive Board.
(4) The directors of the scientific departments advise the Executive Board on issues of institute-wide importance and assist the Executive Board. The tasks of the directors of the scientific departments include in particular:
a) identification of strategically relevant topics,
b) collaboration in the preparation of the long-term research and service program (program planning),
c) collaboration in the preparation of the program budget,
d) consulting regarding all other issues of the institute.
(5) Further details are defined in the rules of procedure of the Executive Board.
§ 14 Involvement of Employees
The involvement of employees in important issues is defined by law and the rules of procedure of the Executive Board.
§ 15 Funding
(1) In addition to the income from paragraph 2, the association is financed by funds provided by the Federal Government and the Federal States as part of available budgets and on the basis of the agreements between the Federal Government and the Federal States according to Article 91b of the Basic Law of Germany (GG).
(2) In addition to the funds, all income, including donations and revenue from advisory activities, must be used to finance the association’s statutory tasks. All expected revenues and anticipated expenses are to be included in the program budget.
(3) There are no membership fees.
(4) The association is only authorized to take out or grant loans with the approval of the Board of Trustees. The association is not authorized to assume warranties, guarantees or similar liabilities.
§ 16 Annual Financial Statement, Auditing and Auditing of Accounts
(1) At the end of the fiscal year, the Executive Board must immediately prepare the annual financial statement and an activity report.
(2) The annual financial statement is issued in accordance with the provisions of budget and funding law valid for GESIS and follows the system of the program budget. The annual financial statement is audited by an auditor or auditing company. The Board of Trustees appoints the auditor or auditing firm. The Executive Board issues the audit order. The auditor commissioned with the audit submits the audit report to the Board of Trustees and participates in the discussions of the Board of Trustees or, if applicable, its audit committee and reports on the key results of the audit. The Board of Trustees decides on the adoption of the annual financial statement.
(3) The use and settlement of funds and other income of the association shall be regulated by the provisions of the respective allocation notification of the granting authorities.
§ 17 Confidentiality
(1) The members of the bodies are obliged to observe confidentiality with regard to confidential information, reports and discussions that have become known within the body as a result of their activities.
(2) The members of the Board of Trustees as defined in § 7 para. 1 a) and b) are not subject to any obligation of confidentiality regarding the reports they are required to submit to their sending institution. This does not apply to confidential information and secrets of the association, namely trade or business secrets, if their knowledge is not relevant for the purposes of the reports.
§ 18 General Provisions
(1) If the association is dissolved or if tax-privileged purposes cease to exist, the remaining assets after deduction of all liabilities shall be transferred to another tax-privileged institution to be determined in advance by resolution of the Board of Trustees. This institution must use the assets directly and exclusively for tax-privileged purposes in accordance with these statutes. The resolution of the Board of Trustees may only be implemented after approval by the responsible tax and revenue office.
(2) These statutes come into force upon entry in the register of associations.
(3) The members of the Board of Trustees are only liable to the association in cases of intent or gross negligence.