Rechtswissenschaftliche Gesellschaft für Künstliche Intelligenz und Robotik e.V.
Robotics & AI Law Society e.V. (RAILS)
Non-Binding English Translation
The statute was established on 22.08.2017 and amended on 22.09.2017 by resolution of the executive board in article 7(2)(2) (extraordinary general meeting), article 8(1)(2) and (3) (executive board according to the German Civil Code, power of attorney of the members of the executive board), article 14(2)(2) (dissolution of the society) as well as by resolution of the general meeting on 15.05.2018 in article 8(4) (resolution of the executive board)
§ 1 Name, Domicile and financial year
- The society bears the name “Rechtswissenschaftliche Gesellschaft für Künstliche Intelligenz und Robotik e.V. / Robotics & AI Law Society (RAILS) e.V.”.
- It is registered in the register of associations.
- The domicile of the society is Hanover.
- The financial year is the calendar year. The period from 22.08.2017 to 31.12.2017 shall be deemed a shortened fiscal year.
§ 2 Objectives, functions, Non-profit
- The objective of the society is the promotion of science and research. RAILS is the jurisprudential answer to the increasing digitalisation of our modern society. The objective of the society is to scientifically participate in the discussion on the current and future national and international legal framework for artificial intelligence and robotics and to develop concrete recommendations on legal issues. It is the goal of RAILS to provide the concept of artificial intelligence and robotics from the very beginning with a legal framework that enables technical developments, avoids discrimination, guarantees equal treatment and transparency, and opens up appropriate participation of all actors in the economic results of digitisation.
- The goals in the field of science include in particular
- the exchange of opinions between scholars and professionals at national and international level,
- the exchange of experience between science, economy, technology, administration and justice,
- the interdisciplinary and transnational cooperation of lawyers with persons, companies and institutions dealing with software development, robotics, neurobiology as well as from an economic, sociological, psychological and philosophical point of view dealing with the (overall) social effects of artificial intelligence and robotics,
- the organization of scientific events and projects,
- participation in legislative procedures, in particular statements towards authorities and legislative bodies.
The functions in the field of research also include in particular
- the promotion of young researchers in the field of digitisation, especially in artificial intelligence and robotics, with a view to legal issues, such as by publicly announcing scholarships or prizes for young researchers.
- The society always pursues its objectives neutrally and independently.
- The society pursues exclusively and directly non-profit-making objectives within the meaning of the paragraph “tax relieved objects” of the German tax code. It acts as a charity and does not primarily pursue its own economic goals. The funds of the society can only be spent in accordance with its objects. The members of the society will not receive any remuneration from its funds. No person shall be granted reimbursement of expenses for costs incurred that fall outside the society’s objects, nor shall they be granted disproportionately high levels of reimbursement.
§ 3 Authorised bodies of the society
Authorised bodies of the society are
- the general meeting (§ 7)
- the executive board (§ 8)
- the advisory board (§ 9)
- the board of trustees (§ 10)
§ 4 Types of membership of the society
- The society has full members and honorary members.
- Full members have the rights and obligations to which a member of the society is entitled by law and statute.
- Honorary members are appointed unanimously by the executive board. They have the same information rights as full members.
- The society has the right to pass on the data of its members to the other members in order to fulfil the objectives of the statute, in particular in the form of a membership directory.
§ 5 Acquisition and termination of full membership
- Full member can be any natural and legal person of public and private law as well as partnerships associated with the objectives and goals of the society.
- The executive board decides on applications for full membership in text form with simple majority at its own discretion. If the application is rejected, it is not obliged to inform the applicant of the reasons.
- Membership ends by leaving, deletion from the list of members or by exclusion, as well as by death and by dissolution as a legal person or deletion from the register of associations. Leaving must be declared in text form to the executive board; it can only be declared with effect from the end of a calendar year.
- The executive board can delete a member from the list of members if it is more than six months in arrears with the payment of the annual membership fee despite two written reminders. The second reminder must be sent by registered mail/advice of receipt; it must contain the threat of loss of the membership.
- The executive board may decide to exclude a member for fundamental reasons, in particular if a member culpably and grossly violates the interests or reputation of the society. The excluded member may appeal in writing to the executive board against the decision, within one month after notification, which must be made by registered mail/advice of receipt. The appeal has a suspensive effect. The next ordinary general meeting will decide on the appeal.
§ 6 Membership fees
- Every full member is obliged to pay an annual membership fee.
- Amount and due date of the annual membership fee will be determined in membership fees regulations, which will be decided by the executive board. The members will be informed about amendments to the membership fee regulations within two weeks after the amendment. Members have the right to propose amendments to the membership fee regulations.
- The executive board can, in appropriate cases, remit the annual membership fee in whole or in part or defer it.
§ 7 General meeting
- The general meeting is the supreme authorised body of the society. The general meeting decides in particular the election, recall and discharge of the executive board, decisions on complaints against the exclusion of a member, amendments of the statute, the dissolution of the society as well as the regulation on the use of the society’s assets in case of dissolution of the society.
- The general meeting will be held once a year. An extraordinary general meeting must be convened if one fifth of the members submit a written application to the executive board, indicating the purpose of the meeting.
- General meetings are to be convened by the executive board in text form with a notice period of three weeks, enclosing the agenda. Applications for changes or additions to the agenda must be submitted to the executive board in text form up to one week before the general meeting is held.
- The executive board determines the location of the general meeting.
- The chairman of the executive board presides over the general meeting, or in case of his absence, the vice-chairman or another member of the executive board.
- Each member has one vote in the general meeting. Members can be represented by a written power of attorney, which must be submitted to the person who presides over the general meeting. Natural persons can only be represented by other members. A member may not represent more than two foreign votes.
- The General Meeting passes its resolutions with a simple majority, unless a higher majority is required by law or the statute. Only the cast votes are valid; abstentions are considered invalid votes.
- A record of the results of the general meeting is to be kept, which is to be signed by the person who presides over the general meeting and the secretary appointed by the board.
§ 8 Executive board
- The business of the society is managed by the executive board. The executive board according to section 26 of the German Civil Code consists of the chairman, two vice-chairmen and up to two other members. The society is represented judicially and extrajudicially by each member of the executive board individually.
- Only members of the society can be elected as members of the executive board. The membership of the executive board ceases in case of termination of the membership in the society. The work of the members of the executive board is honorary. They shall only be entitled to reimbursement of expenses demonstrably incurred by them as a result of their activities, which may also be paid as a lump sum in justified individual cases.
- The executive board is elected by the general meeting for a period of four years, calculated from the day of the election. It remains in charge until a new executive board will be elected. Each member of the executive board is to be elected individually. The re-election of members of the executive board is possible. If a member of the executive board resigns before the end of the term of office, the executive board can elect a substitute member for the remaining term of office by simple majority.
- The executive board meets at the request of the chairman or two members of the executive board as often as the interests and purposes of the society require it. Meetings of the executive board may also be convened by e-mail and may be held in the form of telephone and video conferences if no member of the executive board objects. A notice period of two days must be observed. The executive board is quorate if at least two members of the executive board participate in the meeting. Resolutions are passed by a majority of the valid cast votes. In case of parity of votes, the vote of the person who presides over the meeting shall be decisive. Minutes of the meeting of the executive board have to be taken in text form and have to be sent to all members of the executive board.
- The executive board creates its own standing orders, which regulate in particular the allocation of tasks and the resolutions of the general meeting.
§ 9 Advisory board
- The function of the advisory board is to bring practical experience of its members into the work of the society. The advisory board consists of persons, companies and institutions that either operate in the field of software development, especially artificial intelligence, or robotics, or that otherwise deal with legal issues of digitalisation.
- Members of the advisory board must also be members of the society.
- The members of the advisory board are appointed for an indefinite period of time by the executive board by unanimous decision. They may terminate their membership of the advisory board at any time without giving reasons. Membership of the advisory board can be terminated by unanimous decision of the executive board. Upon termination of membership in the society, the membership of the advisory board also ends.
§ 10 Board of trustees
- The board of trustees advises the executive board on the implementation of scientific projects. In particular, personalities from science, economy, politics and society shall be appointed to the board of trustees, who will carry the idea of the society to the outside.
- Members of the board of trustees should also be members of the society; however, there is no obligation to do so.
- The members of the board of trustees are appointed by the executive board for an indefinite period of time by unanimous decision. They may terminate their membership of the board of trustees at any time without giving reasons. Membership of the board of trustees can be terminated by unanimous decision of the executive board.
§ 11 Expert Groups
- RAILS sets up expert groups to represent the scientific scope of RAILS.
- The appointment and dissolution of the expert groups as well as the appointment and dismissal of the chairmen of the expert groups is carried out by the executive board. The respective expert group is entitled to make a proposal in this regard.
§ 12 Business managing director
- The business managing director is in charge of accounting and asset management and reports to the general meeting on the finances.
- The business managing director is appointed by the executive board by written contract. The contract regulates in particular rights and obligations, the power of attorney and any remuneration.
§ 13 Amendments of the statute
- Amendments to the statute require a two-thirds majority of the cast votes of the general meeting. The proposed amendments must be communicated to the members with the invitation to the general meeting, stating the articles affected.
- The executive board is authorised to resolve and implement amendments and additions to statute on its own responsibility, without the need for a resolution by the general meeting of members, if such amendments are required by supervisory authorities, tax authorities or courts. This includes in particular such amendments that become necessary due to conditions imposed by the registration of associations or the tax office responsible for the recognition of non-profit status. All members of the society must be informed of these amendments to the statute as soon as possible.
§ 14 Dissolution of the society
- The dissolution of the society can only be decided in a general meeting convened with this item on the agenda. To dissolve the association, 4/5 of the votes present and a majority of the votes of all members are required.
- In case of dissolution or annulment of the society or in case of the abandonment of tax relieved objects, the society’s assets will be distributed to a legal person under public law or another tax relieved corporation for the purpose of use for the promotion of research, education and training. Resolutions on the future use of the assets may only be implemented after the approval of the tax office.
- Unless the general meeting decides otherwise, the chairman and the two vice-chairmen of the executive board shall be the liquidators, of whom two each shall have joint power of attorney.