Articles of Association of the International Casting Directors Network (ICDN)
§ 1 Name and Registered Office
- The association carries the name “International Casting Directors Network e.V.”. It is registered in the register of associations at the local court in Charlottenburg (Berlin) under register number VR37441.
§ 2 Purpose of the Association
The purpose of the association is the promotion and improvement of the job profile of “Casting Director” as well as the recognition of its creative aspect within the national and the international film, TV and new media industry. The association aims to define and implement consistent working structures and to align the conditions for Casting Directors worldwide as well as to work continually towards a generally recognised vocational training situation for the job profile.
More specifically, the purpose of these Articles of Association shall be achieved by the following:
- The association will prepare and establish authoritative quality standards for casting.
- The association provides a network for strengthening international contacts between casting directors, producers, directors, actors, agents and representatives of TV stations, streaming platforms, distributors and to the supervisory bodies.
- To provide on a best endeavours basis mediation and conciliation for career-related conflicts of members of the association, provided an affected member applies for this.
- Development and organisation of ICDN worldwide by means of marketing measures such as:
- establishing an international casting award
- strengthening and developing contacts to professional groups and associations
- organising workshops and congresses at international film festivals
- working with film and drama schools and other educational institutions to develop an awareness of the casting process
§ 3 Professional association
- The association is a professional association without public-law rights as per §5 par. 1 no. 5 of the Corporate Tax Act (KStG) and is not based on economic operations. However, the association may develop economic activities, so as to generate additional means for the association’s operations in addition to membership fees.
§ 4 Membership
- The association has regular members.
- Any natural person of adult age is eligible to become a member. A condition for this is at least five years independent, commercial, full-time occupation as a Casting Director. During this period, the member must have served as Casting Director on at least three international co-productions and have been recommended by three Casting Directors who are already active in the network. Every Casting Director who is in employment can also become a member, but not if the company which employs them participates in the salary of actors in any manner whatsoever. A person who performs services alongside their Casting Director occupation which pose a conflict of interest with their casting occupation, especially the activities as an Actor’s Agent, is not eligible for membership. Furthermore, a person who participates in any manner, whether as their negotiator or representative, in the salary of actors cannot become a member.
- Application for membership is to be directed in writing to the Executive Board which decides upon acceptance. The decision shall be notified to the applicant; reasoning is not required. In applying, the applicant accepts the Articles of Association in case of his or her admission. There is no right of admittance. Membership begins at the first day following the admission decision.
- On leaving, members receive no shares in the association’s assets. If the association is dissolved or the association’s purpose is cancelled or if its previous purpose ceases to exist, the association’s assets flows to the members on a per capita basis (Art. 45 para 3 BGB [ Civil Code].
§ 5 Termination of membership
- Membership ends on the member’s death or through his or her written letter of resignation. Furthermore, membership ends on expulsion of the member if the member conducts his or herself in a way that is seriously in violation of the Articles of Association and/or if the acceptance criteria specified under Article 4, para. 2 of these Articles of Association are subsequently found not to be met. The Executive Board shall decide on expulsion proceedings by simple majority vote. The exclusion shall become effective on receipt of the exclusion decision by the excluded member. The decision shall be considered to be received when it has been sent to the member’s address that was most recently communicated to the association.
- Resignation is to be declared by the association member to the board in writing with 3 months’ notice prior to the end of a year.
- The ending of membership does not affect the member’s obligation to pay the current annual contribution. A reimbursement of already paid membership contribution shall not take place.
- In the case of an illness or pregnancy, the Executive Board can suspend membership on request for up to 2 years. For the period of suspension of membership, the member is free from its obligation to contribute and has no voting right.
§ 6 Membership Contributions
- An annual membership contribution is to be paid. The amount of the contribution shall be determined by the Executive Board within its contribution rules. A special contribution can also be levied by a General Assembly decision.
- The membership contribution is to be paid no later than two months after admission and is due on a date chosen by the Board. If a member does not pay his or her contribution after two reminders within a reasonable period of eight weeks, then this represents an important reason for expulsion of the defaulting member from the association.
- The member can then be removed from the membership list by the 31st December of the current year.
- The association finances its activity in particular through contributions and other donations as well as any revenue from its own events.
§ 7 Bodies of the Association
- The General Assembly and Executive Board are bodies of the association.
- The association shall install an Advisory Board whose members shall be appointed by the General Assembly as proposed by the Executive Board or a member. The Advisory Board shall have five (5) members who shall, as far as possible, represent different country groups. Country groups are:
- Northern and Western Europe (Scandinavia, Germany, Iceland, the Netherlands, Luxembourg, Belgium, Austria, Switzerland)
- UK, USA, Canada, Israel, Ireland
- Eastern and South-East Europe (Bosnia and Herzegovina, Bulgaria, Estonia, Greece, Croatia, Latvia, Lithuania, Malta, Poland, Romania, Russia, Slovakia, Slovenia, Czech Republic, Turkey, Hungary and Cyprus)
- South-West Europe and Latin America (France, Italy, Spain, Portugal, Argentina)
- Rest of the world
- The Advisory Board shall advise the Executive Board on fundamental questions and on questions brought to the Advisory Board by the Executive Board. It shall furthermore ensure that the decisions of the General Assembly are implemented by the Executive Board.
§ 8 General Assembly
- The regular General Assembly takes place once per year. Invitation to the General Assembly shall be made in text form (esp. mail, letter, fax) including notification of the agenda by the Executive Board with a notice of 4 weeks. The Executive Board determines the agenda for the General Assembly. The General Assembly shall be led by a member of the Executive Board. Furthermore, an
Extraordinary General Assembly shall always be held when the Executive Board convenes one or if 1/3 of the members request one from the Executive Board in writing.
- The General Assembly is responsible for:
- approval of the Executive Board’s written business report and the financial accounts;
- discharging the Executive Board
- resolutions on amendments to the articles of association and the voluntary dissolution of the association
- election and removal of the Executive Board, the Chairman and his/her Deputy
- resolutions on the proposals of the General Assembly
- Every member of the Association has a vote. The right to vote can only be exercised in person or for up to two other members on presentation of a written power of attorney. Voting is by show of hands. If requested by the Executive Board or by at least five present members, voting shall be by secret ballot.
- Every duly called General Assembly constitutes a quorum, irrespective of the number of members present.
- Resolutions of the General Assembly shall be passed with a simple majority of the present and represented members, provided the Articles of Association do not contain any other regulations. Abstentions from voting by present members count as invalid votes. In the event of a tied vote, the proposal shall be deemed to be rejected.
- Resolutions which alter the Articles of Association or dissolve the association require a majority of 2/3 of the members present and represented.
- Minutes of the meeting are to be prepared by the General Assembly and signed by an Executive Board member and where appropriate by the keeper of the minutes. The resolutions and results of elections are in particular to be recorded in the minutes.
§ 9 Executive Board
- The Executive Board consists of the Chairman and two of his/her Deputies.
- The Association shall be represented in court and out-of-court by two members of the Executive Board, one of whom shall be the Chairman or his/her Deputy. A single member of the Executive Board may represent the Association in matters with an object value of less than € 500.
- The activity of the Executive Board is on a voluntary basis. The Executive Board may receive a lump sum expense allowance to the amount of the currently valid lump sum as defined by the German Income Tax Act.
- Decisions of the Executive Board shall be adopted by a simple majority. It is responsible for all issues of the Association provided they are not delegated to another body of the Association by law or by these Articles.
In particular the Executive Board has the following duties and responsibilities:
- It prepares the General Assembly, convenes it and establishes the agenda.
- It carries out the resolutions of the General Assembly and the Advisory Board.
- Removal of the elected Executive Board during the current period of office is only permitted with important reason and shall be carried out by the General Assembly.
- The Executive Board shall be elected by the General Assembly for a period of two years. The founding executive board shall be appointed for the period from the founding of the Association until the first regular General Assembly. An Executive Board whose period of office is expired shall remain in executive office until the appointment in accordance with the Articles of Association of the next Executive Board.
- If a member of the Executive Board resigns during the period in office, the Executive Board shall select a replacement member who is willing to take over for the departing Executive Board member, who shall be confirmed or replaced by the next General Assembly. If such a selection does not take place, the resigned member of the Executive Board shall remain in executive office until the appointment of another member of the Executive Board in accordance with the Articles.
- Re-election of a member of the Executive Board is possible.
- The Chairman shall convene the Executive Board to board meetings, specifying the agenda, if deemed necessary or if so required by two members of the Executive Board. Minutes are to be taken by the Secretary about the meeting and signed by him/her and the Chairman.
- The Executive Board can draw up internal Rules of Procedure for better delegation of tasks in order to perform its duties efficiently. The individual members of the Executive Board are bound to these Rules of Procedure.
- The Board may appoint an Administrator to support the Executive Board. He/she shall receive instructions from the Executive Board, act on behalf of the Executive Board, but is no special representative of the Association as defined in Article 30 BGB [Civil Code].
- The Executive Board has the right to make changes to the Articles of Association which are required by regulators, courts and/or tax authorities for registering the association in the register of associations without requiring a separate General Assembly resolution for this.
§ 10 Dissolution
- The Association can only be dissolved following a decision by the General Assembly explicitly con- vened to that end. The resolution shall only be valid if a 2/3 majority of all members present and re-
presented vote for it. The convocation of such a General Assembly requires a written application for dissolution, signed by the Executive Board or at least one third of the members of the Association.
- In the event of dissolution of the Association, the Executive Board’s Chairman who is then in office becomes the liquidator of the association. The liquidator is obliged, after fulfilling all obligations, to distribute the Association assets to the purposes as defined in these Articles of Association.
§ 11 Establishment, financial year
- The Articles of Association of this association were established on 17.02.2018 and, with its adoption, became effective at that meeting.
- The financial year is the calendar year. The financial year from founding of the association to 31st December 2017 constitutes an incomplete financial year.
Berlin, 17th of February 2018