You are here.
- About us »
- Articels of Association »
- IV. Joint regulations for the general meeting, the board of directors and the advisory council
IV. Joint regulations for the general meeting, the board of directors and the advisory council
§ 16 Invitation and agenda
- The chairman shall invite the members to the general meetings in writing and, in so doing, inform them about the agenda. The same shall apply for meetings of the board of directors and the advisory council.
- The meetings shall take place no sooner than at least 14 days following the posting of the complete invitation.
- Resolutions on items which have not been mentioned on the agenda enclosed with the invitation to the meeting shall only be made if at least one third of the votes are present and if at least two thirds of the votes agree with this procedure.
§ 17 Control of the meetings, attendance and right to vote
- The general meetings and the meetings of the board of directors shall be controlled by the chairman of the board, the meetings of the advisory council shall be controlled by its chairman. If the chairmen are unable to attend the meetings, they shall be represented by their respective vice-chairmen. The chairman of the meetings shall decide on the sequence of items to be discussed and on the type of vote to be effected.
- Every member shall have the right to attend the general meeting. Only the ordinary members shall have a right to vote, with legal persons having 3 votes and individual persons having one vote respectively. It is permissible to assign one's right to vote to another member. Nobody shall represent more than ten votes.
- The members of the board and of the advisory council shall have one vote respectively on the occasion of their meetings. Upon agreement with the chairman, guests can be invited to the meetings as the case arises. If any member of the board or of the advisory council disagrees, the admission of the affected guest shall be decided by voting.
§ 18 Adoption of resolutions
- Resolutions of the general meeting and of the advisory council shall be adopted, if more than one third of the votes are present. Amendments of the articles of association and the termination of the society can only be decided on by the general meeting, if at least three quarters of the votes are present.
- In case resolutions cannot be adopted due to the above reasons, invitations for a second meeting with an identical agenda shall be extended which must take place within four weeks following the date of the previous meeting. Indepent from the number of votes present, this second meeting shall be able to adopt resolutions and this must be entioned in the invitation.
- The board of directors can only adopt resolutions, if at least half of its members are present. In the absence of a quorum, specific provisions for such a case can be included in the rules of procedure of the board of directors.
- The adoption of resolutions can be made in writing. The bare majority of the cast votes shall decide. At a parity of votes, the application shall be considered as rejected. Resolutions on amendments of the articles of association and on the termination of the society shall require a majority of three quarters of the cast votes.
- Amendments of or supplements to the articles of association which are stipulated by the relevant register authority or by the fiscal authorities in conjunction with the foundation of the society shall be implemented by the board of directors. They shall not require an adoption of resolutions by the general meeting. The members shall be informed about such amendments or supplements with the invitation to the next general meeting.
- The resolutions shall be noted in minutes which reflect the course of general meetings, the meetings of the board and those of the advisory council. The chairman of the meeting shall appoint a keeper of the minutes at the beginning of the respective meetings. The chairman of the meeting shall approve the minutes. All members of the respective organs shall receive a copy of the minutes.