I. Company name, registered office, purpose and subject of the cooperative
§ 1 Corporate name and registered office
- The company AUDEG - German auditors eG shall run this cooperative.
- The cooperative's registered office shall be in Frankfurt am Main.
§ 2 Purpose and subject
- The cooperative operates an accreditation system approved by the German Accreditation Body (DAkkS) accredited certification body and performs all related tasks true. This includes in particular the maintenance of the corresponding systems, the training and advice of members with regard to their activities as auditors, the support and information of the certified organizations and protection of the interests of the cooperative as well as the interests of community of auditors.
- In accordance with internationally accepted standards for the operation of and the maintenance of a certification body, the cooperative meets its function at the same time for the benefit of all interested parties and does not pursue profit maximization intention. It uses its income only to
cost recovery and to secure their existence.
- The cooperative may also conduct business with non-members.
- The assumption of further functions requires the consent of the General Assembly.
§ 3 Acquisition of membership
- Membership is available for: natural persons, partnerships, legal entities in private or public law.
- Membership may be acquired by signing a formally compliant declaration of accession and subsequent admission by the Executive Board.
- The member is to be immediately added to the membership list and to be notified immediately thereof.
- Person who are not or not longer of use for the provision of the services of the cooperative may become, upon request by the Executive Board and approval by Supervisory Board, an investing member. The acquisition of additional shares by investing members shall require approval by the Executive Board and the Supervisory Board. Investing members shall be listed as such in the membership list.
- Investing members have no voting rights at the annual General Meeting.
§ 4 Cessation of membership
Membership ceases at the end of a financial year by termination (§ 5) or death (§ 6) or dissolution of a legal entity or a partnership (§ 7) or expulsion (§ 8) or transfer of its entire business credit (§ 28).
§ 5 Termination
Every member has the right to terminate the membership thereof at the end of a financial year. Termination must be declared in writing and must be received by the cooperative at least 6 months prior to the end of the financial year. A membership may only be terminated 3 years after the entry into the cooperative at the earliest.
§ 6 Death of members
Members shall withdraw from the cooperative with their death. Inheritors succeed in membership. The membership of the inheritors ceases by the end of the financial year in which the succession has happened. If there are more than one inheritors, these shall name an authorized representative to the cooperative without delay.
§ 7 Dissolution of legal entities and partnerships
If a legal entity or partnership is dissolved or expires, the membership thereof shall cease at the end of the financial year in which the dissolution or expiration took effect. In the event of universal succession, membership shall be continued by the universal successor through the end of the financial year.
§ 8 Expulsion
- A member may be expelled from the cooperative at the end of a financial year if
a) despite a written request under threat of exclusion, it does not the articles of association or any other agreements with the cooperative obligations, in particular if, due to non-fulfilment of the contract
a binding nature, judicial measures are necessary,
b) the member's permanent abode is unknown,
c) the member operates or participates in its own enterprise, which is in competition with the cooperative, or if an enterprise competing with the cooperative participates in the member's enterprise,
d) the member's conduct is incompatible with the interests of the cooperative,
e) the conditions for admission into the cooperative were not met from the start or are no longer met,
f) the member becomes insolvent or a petition is filed for the initiation of insolvency proceedings
g) the partner contract with the member ends.
- The Executive Board shall be responsible for expulsions. Members of the Executive Board or the Supervisory Board can be expulsed only by the decision of the General Meeting.
- Prior to adoption of the resolution, the member who is to be expelled shall be given the opportunity to make a statement concerning the proposed expulsion. To this end, the essential facts on which the expulsion is to be based, as well as the grounds for expulsion in accordance with the law and these statutes, shall be communicated thereto.
- The resolution expelling the member must state the facts on which the expulsion is based, as well as the grounds for expulsion in accordance with the law and these statutes. The resolution shall be immediately communicated to the expelled member by the Executive Board in writing and by registered post. From the time such communication is sent, the member may no longer take part in the General Meeting and shall not be a member of the Executive Board or Supervisory Board.
- Unless the General Meeting has approved the expulsion, the expelled person may lodge a complaint with the supervisory board within one month from the date of the registered letter. The decision of the Supervisory Board shall be final for internal purposes of the cooperative. The excluded party is free to take ordinary legal action against the expulsion but recourse to the courts shall be excluded if the member has not taken recourse within the cooperative.
§ 9 Settlement
- The adopted financial statements for the financial year shall be decisive for the settlement between departing members and the cooperative. Losses carried forward are to be considered in proportion to the shares transferred. In case of a transfer of shares no settlement shall take place.
- The departed member is entitled to the repayment of its settlement balance. The member shall have no claim to the reserves and other assets of the cooperative. The cooperative shall be entitled, in conducting the settlement, to set off the matured claims to which it is entitled against the departing member against the balance which is to be paid out. The member's settlement balance shall be liable to the cooperative for possible default, particularly in insolvency proceedings of the member.
- Paragraphs 1 and 2 shall apply accordingly to settlements arising from the termination of individual business shares.
§ 10 Rights of members
- Each member has the right, in accordance with the Cooperatives Act and the articles of association, to use the services of the cooperative and to participate in the shaping of the cooperative. In particular, it has the right, a) to use the facilities and services of the cooperative in accordance with the provisions and contracts adopted for this purpose,
b) to participate in the General Assembly and in its deliberations, votes and elections and to request information on the affairs of the cooperative,
c) to submit motions for the agenda of the General Assembly or to participate in motions for the appointment of extraordinary General Assemblies; for such motions at least one tenth of the members are required (§ 22 para. 2 and para. 4),
d) participate in the annual profits and other distributions in accordance with the relevant provisions and resolutions,
e) in good time before the annual accounts are adopted by the General Meeting, to request at its own expense a copy of the annual accounts, the management report, if applicable, and the report of the Supervisory Board,
f) to inspect the minutes of the General Assembly, the summarised audit result and the list of members.
- Members cannot be certified by the certification body operated by the cooperative.
§ 11 Duties of the members
Each member shall have the duty to preserve the interests of the cooperative. In particular, each member must
a) comply with the provisions of the Cooperative Societies Act, these statutes, as well as the resolutions of the members in the general meeting;
b) purchase shares in accordance with § 28 and to make contributions towards the share thereof or other shares pursuant to § 28 of these statutes;
c) pay monthly contributions, fees, etc. according to the applicable schedule of fees as determined by the general meeting,
d) comply with the applicable terms and conditions of business, delivery and payment, as well as the terms and conditions for the use of the cooperative's facilities and the all relevant provisions (e. g. the schedule of fees) of the Executive Board and the Supervisory Board,
e) treat as confidential tender documents, prices and conditions, circulars and other information of the cooperative;
f) notify any change of the member's address, legal form as well as the owner and ownership structure immediately,
g) pay the admission fee upon admission to the cooperative, as determined by the Executive Board and the Supervisory Board,
h) comply with the cooperative's partnership contract.
III. Corporate bodies of the cooperative
§ 12 The corporate bodies of the cooperative
The organs of the cooperative are:
A. The Board of Directors
B. The Supervisory Board
C. The General Assembly
D. The Impartiality Advisory Board
A. The Executive Board
§ 13 Management and representation of the cooperative
- The Executive Board shall manages the cooperative on its own responsibility. The Executive Board shall conduct the business of the SCE in accordance with the provisions of law, and particularly in accordance with the German Cooperative Societies Act, these statutes and the rules of procedure for the Executive Board.
- The Executive Board shall represent the cooperative in and out of court. The cooperative shall be legally represented by two Executive Board members.
- The Supervisory Board may exempt some or all Executive Board members from the prohibition of dual agency in § 181 Alternative 2 of the Civil Code, i.e. authorising them to act as representatives of third parties as well in all legal acts which are conducted by the cooperative with or opposite third parties.
§ 14 Tasks and duties of the Executive Board
- The Executive Board members must exercise the due care of a prudent and conscientious business manager in their management of the cooperative. They must maintain secrecy concerning confidential information and secrets, specifically business and trade secrets, which become known thereto through the activities thereof in the Executive Board.
- The Executive Board shall particularly be obliged to,
a) the business of the cooperative according to cooperative objectives and to ensure that supplies and services are properly provided, as well as public law obligations and contracts are observed,
b) draw up rules of procedure in agreement with the Supervisory Board, approved by the unanimous resolution of the Executive Board and signed by all members of the Executive Board,
c) plan and execute the organisational measures and measures relating to personnel and materials which are necessary for due conduct of business in a timely manner;
d) ensure proper bookkeeping and efficient accounting in accordance with the generally agreed principles of accounting;
e) decide on the admission of members and the acquisition of additional shares, and to keep the membership list in accordance with cooperative regulation,
f) shall inform the Supervisory Board regularly, upon request or in case of important occasions, about the business development of the cooperative, adherence to the rules and regulations of the cooperative, and particularly on investment and credit needs,
g) to notify the statutory Auditing Association in good time of the convening of the General Meeting, the date, agenda and proposals for the General Meeting and to take account of its objections to the management,
h) operate the certification body impartially and ensure its impartiality through appropriate measures such as the establishment of policies and contractual obligations of the staff concerned.
§ 15 Composition and employment relations
- The Executive Board shall consist of at least two and at most three members. The Executive Board is appointed by the Supervisory Board for a maximum term of five years. The Executive Board appoints a chairman.
- If necessary, the Supervisory Board concludes the service contracts on behalf of the cooperative
with the members of the Board of Directors, who have an obligation to operate impartially
of the certification body. The service contracts are signed by Chairman of the Supervisory Board signed on behalf of the cooperative.
- The Supervisory Board, represented by the chairperson thereof, shall be competent for terminating employment agreements with Executive Board members and for the conclusion of rescission agreements. Cessation of the employment agreement shall result in removal as a corporate officer.
- The Supervisory Board may remove an Executive Board member from office at any time. It decides on recourse measures against the members of the Executive Board and former members of the Executive Board.
- Members of the Executive Board may resign from office before the end of their term of office only with due notice and not at an inappropriate time, so that a representative may be appointed, unless there is an important reason for a resignation.
§ 16 Adoption of resolutions
- The decisions of the Executive Board shall require the adoption of resolutions. Meetings of the Executive Board shall be held as required, generally on a monthly basis. Details shall be regulated in the rules of procedure for the Executive Board.
- A quorum of the Executive Board shall be constituted if more than half of its members participate. The Executive Board shall adopt resolutions by majority of validly cast votes. In the event of a tie, the motion shall be considered rejected. Resolutions concerning the constitution or the amendment of the rules of procedure require unanimity.
- Minutes shall be kept of resolutions for evidentiary purposes. The minutes are to be numbered consecutively and signed by the members of the Executive Board taking part in adoption of the resolution.
- Is informed about the affairs of the cooperative or of the certification body, which represent the interests of a member of the board, his spouses, parents, children, siblings or one of them by law
person represented by a representative or proxy, the person in question may member of the Board of Management does not take part in the discussion and voting. However, a member of the Executive Board must be heard before the resolution is adopted.
B. The Supervisory Board
§ 17 Tasks and duties of the Supervisory Board
- The Supervisory Board shall be required to supervise the management of the cooperative by the Executive Board and, to that end, to inform itself as to the goal of the cooperative's affairs. To this end, it may request a report from the Executive Board at any time, inspect the records and documents of the cooperative either itself or through individual members to be designated thereby and inspect the cooperative's cash on hand and holdings of securities and commercial paper and goods in stock. Individual members of the Supervisory Board may also request information, but only for provision to the Supervisory Board.
- The Supervisory Board may, in the performance of the duties thereof in accordance with the law and the Statutes, form committees of its members and solicit the aid of experts, especilly of the auditing assocications, at the cooperative's cost. Insofar as the Supervisory Board forms committees, it shall designate whether such committees shall have advisory or decision-making powers, and it shall determine the number of committee members as well. A committee must consist of at least three persons. A committee shall have a quorum if more than half of the members thereof are present. § 25 of these Statutes shall also apply for the adoption of resolutions.
- The Supervisory Board shall participate at the meeting to discuss the provisional findings of the statutory audit (final discussion) and shall make a statement at the next general meeting on the findings. The Supervisory Board also shall report on the annual financial statements and notes as well as its own audit. The Supervisory Board members must take note of the content of the audit report.
- Details concerning performance of the duties incumbent upon the Supervisory Board shall be governed by the rules of procedure for the Supervisory Board. The latter shall be adopted by the Supervisory Board after consulting the Executive Board, and shall be handed out to each member of the Supervisory Board, with confirmation of receipt.
- The members of the Supervisory Board may not receive any remuneration based on business results. Reasonable expenses shall be reimbursed. A flat-rate reimbursement of these expenses may be decided by the Executive Board and the Supervisory Board. Any other compensation requires the resolution of the general meeting.
§ 18 Composition and election of the Supervisory Board
- The Supervisory Board shall consist of at least three and at most five members, who shall be elected by the general meeting.
- When electing the members of the Supervisory Board, each voting member shall have the possibility to vote on each individual candidate. Otherwise, § 33, Para. 3 through 5 of these statutes shall apply to the election.
- The term of a member of the Supervisory Board begins with the conclusion of the general meeting which held the election and ends at the conclusion of the general meeting for the fourth financial year after the election. The financial year in which the member of the Supervisory Board is elected, shall be counted. Re-election is permissible.
- The term of a member of the Supervisory Board ends prematurely if the member is part of a legal entity or company of which the membership of the cooperative has ended. The same applies to persons authorised for representation, should their authorisaion of representation end.
- If members leave in the course of their terms of office, the Supervisory Board shall only consist of the remaining members until the next ordinary general meeting at which the election of the replacement shall take place. An earlier election for a replacement by the members in extraordinary general meeting shall only be necessary if the number of Supervisory Board members falls below the minimum number of three required by law. Elections for a replacement shall be made for the residual term of office of the departed member.
§ 19 Constitution, voting
- The Supervisory Board shall elect a chairperson and vice chairperson from its midst.
- A quorum of the Supervisory Board shall be constituted if more than half of its members participate. The Supervisory Board shall adopt resolutions by majority of the validly cast votes. Abstentions and invalid votes shall not be counted. A motion shall be considered as rejected in the event of a tie; in the event of elections, a tie shall be decided by drawing lots; § 26 of these Statutes shall apply accordingly.
- In urgent cases, the adoption of a resolution shall be possible without convoking a meeting, either by way of written vote or by appropriate long distance communication media, if the Chairman of the Supervisory Board or its deputy initiate such a procedure, and no member of the Supervisory Board objects.
- Meetings of the Supervisory Board shall be convoked by the chairperson thereof or, if the latter is indisposed, by the vice chairperson, by notification of the agenda. Meetings should be held at least every six months. They may be convoked if the Executive Board or at least one third of the Supervisory Board members so request in writing, specifying the purpose and grounds. If this request is not met the applicants may convoke a Supervisory Board meeting themselves while communicating the state of affairs.
- Resolutions of the Supervisory Board are to be recorded in minutes for evidentiary purposes. The minutes are to be numbered consecutively and may be signed by at least two members of the Supervisory Board. The minutes are to be kept along other documents of the cooperatives.
- If matters of the cooperative or the certification body are deliberated, which affect the interests of a Supervisory Board member, the spouse, parents, children, siblings thereof or any person represented by such member by operation of law or delegated authority, the affected Supervisory Board member may not take part in the deliberation. However, the Supervisory Board member must be heard before the vote.
- The members of the Executive Board are entitled to attend meetings of the Supervisory Board, if not excluded by a special resolution of the Supervisory Board. At joint meetings, the Executive Board shall provide the required information on business matters. Members of the Executive Board have no voting rights on resolutions of the Supervisory Board.
§ 20 Joint meetings of the Executive and Supervisory Boards
- After joint deliberation and according to their rules of procedure, the Executive and Supervisory Boards shall adopt resolutions on the following matters by separate vote
a) definition of long-term and medium-term business goals,
b) acquisition, development, encumbrance and sale of real properties and leasehold rights,
c) the conclusion of contracts of special importance, particularly those agreements through which a significant degree of recurrent obligations are established for the cooperative, and on the acquisition and sale of movable assets in a value of more than EUR 50,000.00 (fifty thousand)(excluding value-added tax) in individual cases or per financial year, insofar as not included in the approved annual budget.
d) loans of any kind by the cooperative, in a value exceeding 50,000.00 (fifty thousand) euros in individual cases,
e) delegation and revocation of commercial powers of attorney,
f) initiation or relinquishment of a line of business,
g) establishment of branch offices,
h) the joining and resignation from associations and organisations,
i) price list corresponding to the use of the cooperative's services by is based on the members,
j) the holding of general meetings without an audience in accordance with § 23a para. 1 sentence 1,
k) the voting rules for written and electronic voting in the General Assembly according to § 26a para. 1 p. 3,
l) the rules governing opposition and appeal pursuant to § 28c (4), third sentence.
- The Executive Board and the Supervisory Board shall be equally responsible for decisions on matters relating to the business purpose of the cooperative:
a) general provisions for the use of the cooperative's services and use of facilities.
b) acceptance of the report on the expected outcome of the annual audit (closing discussion) and for consultation on the written audit report.
- Joint meetings of the Executive Board and Supervisory Board are held at least every six months. The chairman or vice chairman of the Supervisory Board or his representative chairs the meetings. Both organs must constitute a quorum in accordance with their respective rules of procedures. Separate votes shall be held for each organ in accordance with the provisions applicable; the necessary majority in both institutions are required for the adoption of a motion.
C. General Meetings
§ 21 Exercise of membership rights
- Members shall exercise their rights in the matters of the cooperative at general meetings.
- Every member shall have:
a) one vote in the case of one acquired share,
b) two votes in the case of two acquired shares,
c) three votes in the case of three acquired shares.
- Multiple voting rights may be exercised by individual members only up to a maximum of one tenth of the votes present at the General Meeting. Multiple voting rights shall only be granted to members who particularly promote business. No member may be granted more than three votes. In the case of resolutions that by law require a mandatory majority of three quarters of the votes cast or a larger majority, as well as in case of resolutions concerning repeal or restrictions of the provisions of the statures concerning multiple voting rights, each member shall only have one vote, even if the member has been granted a multiple voting right.
- Legal entities shall exercise their voting rights through their legal representative, partnerships shall do so through their partners authorised to represent the partnership.
- Members, their legal representatives or authorised partners may be represented by agents. Multiple inheritors of a deceased member (§6) may exercise their voting right through a single agent; same applies to private companies. A single agent may represent no more than two members. Agents may only be members of the cooperative, spouses, parents, children or siblings of a member or must have a corporate or employment relationship with the principal. Persons to whom a notice of expulsion is sent (§8 para. 5) and persons who volunteer to exercise the voting right pursuant to a transaction may not be empowered as agents.
- Legal or authorised representatives or agents entitled to vote must document their powers of representation in writing at the request of the chair of the meeting.
- Nobody may exercise a voting right for him- or herself or for another person if a resolution is to be adopted about whether the actions of such person or represented member are to be approved or whether such person or represented member is to be released from any liability or whether the cooperative is to assert a claim against such person or represented member. However, such person or represented member is to be heard before the vote.
§ 22 Deadline and place of meeting
- The Ordinary General Meeting must be held within the first 6 months after the expiry of the financial year.
- Extraordinary General Meetings may be convoked as required.
- General Meetings shall take place at the registered office of the cooperative, unless the Executive Board and the Supervisory Board determine a different place of meeting.
§ 23 Convocation and agenda
- A general meeting shall be convoked by the Executive Board, represented by its chairperson. The Supervisory Board shall be entitled and obliged to convoke a meeting if there is a legal or statutory reason or if a general meeting is deemed necessary in the interest of the cooperative, in particular at the request of the auditing association.
- The members of the cooperative may request in text form specifying the purpose and grounds the convocation of an extraordinary general meeting. At least one-tenth of the members shall be required for this purpose.
- General meetings shall be convoked in written form through direct notification of all members observing a notice period of at least 14 days, which must lie between the day of the receipt (§6) and the day of the general meeting. With the convocation, the items of business up for resolution must be notified.
- The agenda shall be determined by the organ convoking the general meeting. Members of the cooperative may request in text form specifying the grounds that items of business up for resolution be announced at the general meeting; one-tenth of the members shall be required for this purpose.
- Resolutions may not be adopted about items of business whose deliberation is not announced (§6) in such due time that at least 7 days lie between the receipt of the notice and the day of the general meeting; however, resolutions concerning the course of the meeting and motions to convoke an extraordinary general meeting shall be exempt herefrom. Motions or deliberations which are not voted upon shall not require notice.
- In the cases referred to in paragraphs 3 and 5, the notifications shall be deemed to have been received if they were sent two working days before the start of the period.
§ 23a Transfer of the General Meeting
- the executive board and, if it convenes the general assembly, the supervisory board may decide that the General Assembly may decide that all or part of the picture and sound or audio is transmitted.
- members and their representatives are entitled to receive the transmission for the purpose of § 21 para. 5. § 21 para. 6 applies accordingly.
- if the General Assembly is transmitted, the Cooperative shall enable the members who are neither present nor represented at the General Assembly, and their representatives who are not present, during the General Assembly to transmit contributions to their deliberations electronically. These contributions will be read out in the general assembly; however, the chairman of the assembly may
Reading out in whole or in part because of the unreasonable length of a contribution or for the same reasons that would make it impossible for him to be present at the would entitle the holder to refuse to grant or withdraw the right to speak. Beyond that the cooperative may invite members who are not represented at the General Assembly are still present, and whose representatives are not present, the
Participation in the deliberations of the General Assembly by means of pictures and Enable sound transmission or sound broadcasting.
- If the General Assembly is transmitted, the Cooperative shall inform the members in text form in compliance with the deadline specified in § 23 (3) sentence 1 about it and informs them how they receive the transmission, contributions electronically and, if offered, by means of image and sound transmission or audio transmission can participate in the General Meeting.
- Members and their representatives may not request the transmission of General Meeting to third parties, nor to record it, nor to allow third parties to record.
§ 23b General assembly without attendance
- If no elections are held at the General Assembly, the Board of Directors may and the Supervisory Board until the beginning of the period specified in § 23 (3) decide that the General Assembly shall be held without presence in the manner that the members and their representatives electronically in image and sound or audio can be interconnected. In this case, the members shall be informed in compliance with
to notify the period referred to in § 23 (3) in text form that the General Assembly is held without any presence and how to participate in it can.
- § 23a paragraph 5 shall apply mutatis mutandis.
§ 24 Chair of meetings, auditing association
- General meetings shall be chaired by the chairperson of the Supervisory Board or the vice chairperson thereof. By resolution of the members in general meeting, the chair may be assigned to another member of the cooperative, an authorised representative of a member or a representative of the auditing association. The chair of the general meeting shall appoint a secretary and the necessary scrutineers.
- Representatives of the auditing association and the central cooperative associations shall be entitled to participate in general meetings and shall have the right to speak at any time. Insofar as the law requires the cooperative to obtain a statement or an expert opinion of an association, this must be requested in due time by the cooperative's Executive Board and a copy must be delivered to the members on request.
§ 25 Subjects of resolutions
- Resolutions of the general meeting shall require a simple majority of valid votes cast, unless the law or the statutes require a larger majority.
- In addition to the other matters specified in law as well as these statutes, resolutions of the members in general meeting must be adopted regarding the following items in particular:
a) modification of these statutes by three-quarters majority,
b) scope of the notification of the auditing association's audit report,
c) adoption of the annual financial statements, application of net income or coverage of any net loss,
d) discharge of the Executive and the Supervisory Board members, with separate votes to be taken for each organ,
e) election of the members of the Supervisory Board and fixing of the remuneration for the Supervisory Board as per § 17 para. 5,
f) revocation of the appointment of members of the Supervisory Board by three-quarters majority,
g) expulsion of members of the Executive or Supervisory Boards from the cooperative by a three-quarter majority,
h) recourse against Supervisory Board members in office by three-quarters majority due to their position as members of a governing organ,
i) determination of limitations pursuant to § 49 of the German Cooperative Societies Act,
j) withdrawl from trade associations, consortia and other unions,
k) merger of the cooperative or change of legal form by three-quarters majority,
l) acceptance, demerger or discontinuation of a business unit that touches a core area of the cooperative by a three-quarters majority,
m) dissolution of the cooperative and, if necessary, continuation of the dissolved cooperative by three-quarters majority,
n) fixing of the regular contributions within framework of the schedule of fees by three-quarters majority.
- A majority of nine tenths of the valid votes cast shall be required for an amendment of the statutes which introduces or extends an obligation to members to make use of the cooperative's facilities or other services thereof or to provide goods or services.
§ 26 Votes and elections
- Votes and elections shall be conducted by show of hands or by ballot. Votes and elections must be carried out secretly by ballot if the Executive Board, Supervisory Board or at least the quarter part of the votes validly cast on the resolution so request.
- When determining the outcome of votes, only the validly cast yes votes and no votes shall be counted; abstentions and invalid votes shall not be considered. In the event of a tie, the motion shall be considered as rejected; in the event of elections, a tie shall be decided by drawing lots.
- If an election is carried out by written ballot, each eligible voter shall have as many votes as there are mandates to be awarded. Each eligible voter shall designate on the written ballot the candidates for whom he or she wishes to cast his or her vote; though only one vote may be cast for each candidate. The candidates receiving the most votes shall be elected.
- If an election is carried out by show of hands, a separate round of voting shall be necessary for each mandate to be awarded. The person who has received the most votes shall be elected. If no candidate receives the required majority in the first round of voting, a second vote shall be carried out between the two candidates who have received the most votes. The candidate who receives the most votes shall be elected.
- If, in an election, fewer candidates are proposed than there are mandates to fulfil, the vote may be undertaken en bloc, unless an objection is lodged.
- The elected person must immediately declare to the cooperative whether he or she accepts the election.
§ 26a Written and electronic voting
- the cooperative may allow members who are not present at the general meeting and their representatives who are also not present to participate in voting by means of written or electronic voting to participate. In this case, written voting is only possible under Use of the voting documents issued by the cooperative and electronic voting only on the electronic voting system determined by the cooperative paths are permissible. Further details are regulated by voting rules, which are laid down by the Supervisory Board and in particular must ensure that double voting is excluded and in the case of secret ballots1to participate. to participate. In this case, written voting is only possible under Use of the voting documents issued by the cooperative and electronic voting only on the electronic voting system determined by the cooperative paths are permissible. Further details are regulated by voting rules, which are laid down by the Supervisory Board and in particular must ensure that double voting is excluded and in the case of secret ballots the the secrecy of the vote is maintained.
- the Cooperative shall enable votes to be cast in writing or electronically, the cooperative informs the members in text form in compliance with the § 23 subsection (3), first sentence, and shall inform them of how to cast their votes.
- if the General Assembly is transmitted by picture and sound or audio, members can participate in voting by submitting their votes electronically, even if their representatives also participate in the vote by e-mail, unless the vote is secret. In this case, the members shall be informed of the e-mail address to which they must send their votes with the notification pursuant to § 23a para. 4.
- Votes cast in writing, electronically or by e-mail will only be accepted, if they are submitted to the chairman of the meeting in the general assembly by be available at the end of each vote.
- If the General Meeting is held without an audience, the vote shall be only possible in accordance with paragraph 1.
§ 27 Right to information
- Each member must be provided upon request at general meetings information on the affairs of the cooperative, if this is necessary for an objective assessment of the item of business on the agenda. The information shall be provided by the Executive or Supervisory Board.
- The issueing of information may be refused if
a) the disclosure of the information would, in a reasonable assessment, cause the cooperative a considerable disadvantage, in particular with regard to purchasing conditions or the calculation of profit margins,
b) if it relates to tax valuations or individual taxes,
c) the disclosure of the information would be punishable by law or would violate a legal, statutory, or contractual duty to secrecy
d) the request for information concerns the personal or business circumstances of a third party,
e) the information concerns contractual agreements with members of the Executive Board or employees of the cooperative,
f) the reading of documents would lead to an unreasonable extension of the general meeting.
§ 28 Minutes
- Minutes must be logged of the resolutions of the members in general meetings for evidentiary purposes. The minutes are to be numbered consecutively. Entry in the minutes shall not be a prerequisite for the validity of resolutions, however. The place and date of the convocation of the meeting, the name of the chair of the meeting and the type and result of votes and the determination of the chair of the meeting concerning the vote must be specified. The entry must be signed by the chair of the general meeting, the secretary and the Executive Board members who participated in the general meeting. Proof of the convocation as well as a list of the present members or the representatives of member must be attached to the minutes as an annex. The number of votes carried by each member is to be noted.
- The minutes shall be stored with the relevant annexes. Inspection shall be permitted to any member of the cooperative.
D. The Impartiality Advisory Board
§ 28a Function
The Impartiality Advisory Board supports the cooperative in ensuring the impartiality of the certification body operated by it.
§ 28b Composition and appointment of members
- the Impartiality Advisory Board shall consist of four voting members and up to three non-voting members who are natural persons and are not members of of the cooperative or its management or supervisory board or statutory representative or partner entitled to represent a member of cooperative are still a regular paid activity for a member of the cooperative. The supervisory board may appoint one of its members as send observers to the advisory board.
- The members with voting rights are appointed by the Supervisory Board by a majority of its members for a term of five years. The term of office begins on 1 July and ends on 30 June. Reappointment is only permitted after three years have elapsed since leaving the Advisory Board. If a member with voting rights leaves the Advisory Board before the end of his or her term of office, a successor shall be appointed immediately for the remainder of the current term of office. Sentence 3 shall not apply to the reappointment of a member appointed for the remainder of a third-party term of office if the appointment was made in the second half of the third-party term of office.
- By way of derogation from paragraph 2, when the Advisory Forum is first established, the terms of office of the members with voting rights are staggered in this way by the Supervisory Board,
that the term of office of one of them ends in each of the following five years. In addition, the Supervisory Board may set a different date instead of first of July for the beginning of the terms of office. The voting members whose term of office is less than four years as a result of the staggered nature of the mandate, may notwithstanding paragraph 2, sentence 3, immediately after the expiry of their first term of office be reappointed.
- The non-voting members are appointed by the Supervisory Board for a term of five years. The term of office begins on 1 July and ends on 30 June; when the Advisory Board is first established, the Supervisory Board may uniformly determine a different start date for the term of office. Reappointment is permissible.
- When appointing the members of the Advisory Board with voting rights, the Supervisory Board ensures that a sufficient number of them are familiar with the requirements of significant sets of rules and regulations (in particular normative and legal requirements), the expectations of supervisory authorities and the practice of auditing. In addition, the Supervisory Board shall take appropriate account of academic expertise.
- The Advisory Board elects from among its members with voting rights and a deputy, who shall hold these offices until the end of their term of office current respective term of office.
§ 28c Activity
- The Impartiality Advisory Board shall constitute a quorum if at least three of its members with voting rights are present. Otherwise, § 19 para. 2 sentence 2, para. 3 to 5 shall apply accordingly.
The Advisory Board may adopt its own rules of procedure.
- The advisory board makes recommendations to the cooperative on the design of the certification procedure in general.
- In addition, the Advisory Board issues recommendations for deciding on appeals against certification decisions and complaints against certified organizations. For this purpose, objections and complaints are forwarded to it without delay. Further details are governed by a regulation on objections and complaints, which the Supervisory Board and the Board of Management decide on jointly.
IV. Equity cpital and recourse
§ 29 Shares/credit balance/transfer
- Each member shall participate with at least one share and not more than three shares.
- One business share shall amount to EUR 1,500 (one thousand and five hundred). The business share must be paid in full immediately.
- A member may take part with further shares. The participation of a member with a second share may only be admitted if the first share is fully paid. The same applies to the participation with further shares. Paragraph 2 shall apply accordingly to the payment.
- The contributions to his or her shares of the cooperative plus attributed net income shares and less depreciated loss shall constitute a member's business credit.
- A member may at any time, even during the course of the financial year, transfer his or her credit balance to another member by means of a written contract and thereby withdraw from the cooperative without any dispute, provided that the acquiring party is already a member or will become a member. The transfer of the business credit is only permissible if the total amount of the shares which the acquiring party holds is not exceeded. The transfer requires the consent of the Executive Board.
- A member can transfer a part of his or her business credit without leaving the cooperative, thus reducing the number the member's shares. Paragraph 5 shall apply accordingly.
- Subject to the stipulation of § 21a para. 2 of the German Cooperative Societies Act, the business credit of investing members shall bear interest at a rate of one percentage point above the ECB key interest rate (Euroland), but at least 1% per annum (provided a positive annual financial account).
§ 30 Legal reserve
- The legal reserve shall serve to cover accumulated deficits. They shall be formed through the annual transfer of at least 10 percent of the net income plus any profit carry-forward or less any loss carry-forward, provided the reserve has not reached ten percent of the total assets.
- The general meeting shall vote on the application of the legal reserve.
§ 31 Other earning reserves
In addition to the legal reserve, another earnings reserve may be established. It's endowment shall be decided on by the general meeting. The Executive and Supervisory Boards shall resolve on the application thereof in joint meeting.
§ 32 Limitation of liability, duty to render subsequent contributions
Members shall not have a duty to render subsequent contributions. The liability shall be limited to the assets of the cooperative only.
§ 33 Financial year and annual financial statements
- The financial year of the cooperative shall begin on January 1st and end on December 31st. The first financial year is a shortened financial year, and starts with the establishment of the cooperative in the cooperative register.
- Within five months after the close of the financial year, the Executive Board must prepare the annual financial statements for the previous financial year and shall present the annual financial statements without delay to the Supervisory Board and, with the report from the Supervisory Board, to the members in general meeting for adoption of the annual financial statements.
- The annual financial statements and the report of the Supervisory Board must be made available for inspection by the members or brought to their attention within at least one week before the general meeting at the business premises of the cooperative.
- The report of the Supervisory Board on its audit of the annual financial statements must be provided to the members in ordinary general meeting.
§ 34 Restitution
The Executive Board and Supervisory Board shall decide upon the part of the net income to be paid in dividends before preparing the balance sheet. Attention shall be paid to maintain an adequate net income for the year. The members have a right to get dividends paid, decided by the Executive and the Supervisory Board.
§ 35 Application of net income
- The General Meeting shall resolve on the application of the net income or the coverage of any net loss.
- The new income, if not allocated to the legal reserve (§ 29) or other revenue reserves (§ 30) or used for other purposes, may be distributed to the members in proportion to their business credit at the end of the previous financial year. Any distribution of profits shall take account of the contributions made to the business shares in the past financial year as well as contributions paid during subsequent 3 months starting from the first day of the contribution paid.
- If a net loss is not carried forward to the new financial year or covered by drawing on other earning reserves, the net loss shall be covered through the legal reserve or by writing down the member's business credits or through both methods simoultaneously.
- If the business credits are used to cover the net loss, the loss share attributable to each member shall be calculated in proportion to the assumed shares of all members at the start of the financial year in which the loss has been incurred.
§ 36 Wind-Up
After the dissolution, the cooperative shall be wound up in accordance with the provisions of the law. For the distribution of the assets of the cooperative the law must be applied with the proviso that the surplus in proportion to the capital shares are distributed to the members.
VI. Announcements, jurisdiction
§ 37 Notices
Notices of the cooperative to its members shall be published under its corporate name in the 'Bundesanzeiger' (Federal Gazette). The names of the persons from whom the notice originates must be indicated. The annual financial statements and the documents shall be published exclusively in electronic Bundesanzeiger (Federal Gazette).
§ 38 Jurisdiction
The place of jurisdiction for all disputes between the members and the cooperative based on the membership relationship shall be the local court competent for the registered office of the cooperative.