Bylaws of 1900

Since 1844 there has existed in Bonn, under the name “Society of Saint Charles Borromeo,” an organization dedicated to the dissemination of good books. In place of its existing bylaws of March 20, 1844, it has adopted the following bylaws as its basic constitution.

§ 1. The purpose of the association that was formed under the name “Society of Saint Charles Borromeo,” headquartered in Bonn, is the promotion and dissemination of edifying, instructive, and entertaining literature.

The Society is to be entered into the Register of Associations.

§ 2. The association is made up of:

A. members,

B. participants,

C. honorary members.

All members have the right to use the facilities that serve to fulfill the association’s purpose in accordance with the regulations of the bylaws.

Termination of membership can take place at any time through a notice of withdrawal. The members’ meeting can also expel a member at the request of the governing board.

Anyone who refuses to pay dues is considered to have withdrawn. The terminated member loses all rights and claims upon the Society. Dues already paid remain with the Society and no repayment can be demanded.

§ 3. Only members and honorary members (§2 A and C) are considered members in the sense of § 32 of the Civil Code.

§ 4. Only adult, Roman Catholic persons of the male gender can be members (§ 2). They pay either a one-time fee of 200 marks or annual dues of 6 marks, which can be increased to 10 marks by a decision of the members’ meeting. The admission of a new member can occur only on the basis of a decision by the members’ meeting. The number of members, not counting honorary members, shall be at least 30.

§ 5. Participants (§ 2B) are all those who register as such and pay the dues stipulated in the bylaws. They have no part in the governance and assets of the Society and no vote at the members’ meeting, though they are permitted to attend the members’ meeting and participate in the deliberations.

§ 6. The appointment as an honorary member (§ 2 C) is done by the members’ meeting at the suggestion of the governing board. Honorary members do not pay dues.

§ 7. The Society is managed and represented in all matters by the executive board.

The executive board shall consist of five persons, namely, a chairman, a first and a second vice-chair, who represent him with the same powers, a secretary, and his deputy.

The members of the executive board are elected by the members’ assembly for a three-year term. Re-election is permissible.

§ 8. The executive board conducts the entire business of the Society by carrying out and acting in accordance with the decisions of the members’ assembly or the rules of procedure to be determined by it; its power of representation externally is unlimited, however.

To the extent that the executive board is hereafter entitled to hire officials (bookkeeper, treasurer, etc.), helpers, servants, and workers, it is not answerable to the Society for any possible fault by the individuals it hired.

§ 9. Should any member of the board depart during his term, a supplementary election for the remainder of the term shall take place at the next members’ meeting.

Until the first election or the assumption of office by those elected, the other members shall constitute the board.

§ 10. Declaratory acts by the board will be made in a manner that is valid and binding on the Society by the chairman or one of his vice-chairs and another member of the board.

§ 11. The areas of responsibility of the members’ assembly in which the right to vote cannot be exercised by a proxy include all matters of the Society, unless otherwise stated in these bylaws.

§ 12. The board determines the agenda for the members’ meeting.

The members’ meeting is called by the board at least once a year. In addition, the board can summon a general meeting as often as it deems necessary, and it must call one – within six weeks, at most – if at least ten members request it in writing and indicate the purpose and reason for it.

The invitation, which must include the agenda, is done via a special notification, which shall be sent to each member entitled to vote at least three days prior to the meeting. It is left to the board to summon meetings in other ways, as well, specifically through announcements in public papers.

§ 13. The quorum of the general assembly does not depend on the number of voting members who are present. The presence of at least half of the members is required only for changes to the bylaws, the dissolution of the Society, and the expulsion of a member (§ 2, Section 3). If half the members are not present, a new general assembly is to be scheduled, which shall constitute a quorum regardless of the number of members present. Decisions are made by majority vote; only changes to the bylaws, the dissolution of the Society, and the expulsion of a member require a majority of three-quarters of all those entitled to vote who are present.

In case of a tie vote in an election, the decision is made by drawing lots; otherwise, the vote of the chairman breaks a tie vote; a tie vote is considered a no vote only on decisions about the admission of a new member and the appointment of an honorary member.

The voting procedure is decided at the discretion of the general assembly; only elections shall be done by ballot.

§ 14. The decision of the general assembly shall be entered into a record of minutes with an indication of the day of the meeting as well as the number of those present. The minutes must be signed by the chair of the meeting, the clerk, and at least three of the members in attendance. An authentication of excerpts from the record of minutes is done by the chairman or one of his vice-chairs and by the clerk and his deputy.

§ 15. Should the Society be dissolved or lose its capacity to act, the existing assets of the Society devolve upon the archiepiscopal seat in Cologne, which will do its best to use them in a way that accords with the purposes of the Society.

§ 16. As long as the Society does not yet possess the legal capacity to act, and if it should lose that capacity for whatever reason, it will not be dissolved through withdrawal, expulsion, death, or initiation of bankruptcy against a member’s assets, but will continue with the remaining members. The departed member loses any share of the Society’s assets.