Statutes of the German Ombudsman Association – Vereinigung deutscher Vertrauensanwälte
§ 1 Name and seat of the association
(1) The association shall be called “German Ombudsman Association – Vereinigung deutscher Vertrauensanwälte”.
(2) It shall be listed in the register of associations of the district court (Amtsgericht) Dusseldorf and then bear the suffix “e.V.”.
(3) The association will be seated in Düsseldorf.
§ 2 Fiscal year
The fiscal year of the association will be the respective calendar year.
§ 3 Purpose of the association
(1) The association shall exclusively and directly pursue charitable purposes in accordance with sections 52 et seq. of the German Tax Code (“tax-privileged purposes”).
(2) The purpose of the association is the promotion of science and research as well as professional education.
(3) The purpose of the statutes shall be realized in particular by carrying out scientific events and research projects as well as further training events for lawyers of trust.
§ 4 Selfless activity
The association shall act selflessly; it shall not primarily pursue its own economic purposes.
§ 5 Use of funds
(1) The funds of the association may only be used for the purposes set out in the statutes.
(2) Members shall not receive any benefits from the funds of the association.
§ 6 Prohibition of favors
No one may benefit from expenses that do not comply with the purpose of the corporation or from disproportionately high remuneration.
§ 7 Acquisition of Membership
(1) Lawyers or in-house counsels may join the association as its members. A membership application must be filed in writing to the association.
(2) The executive board shall decide on the membership application.
(3) A rejection of the application does not require any justification. The applicant has the right to appeal against the rejection to the general assembly which then makes the final decision.
§ 8 Termination of membership
(1) Membership ends by resignation, exclusion or death of the member or by dissolution of the legal entity.
(2) Resignation shall be effected by written notice to a member of the executive board authorized to represent the association. The resignation must be declared within a notice period of one month to the end of each financial year.
(3) A member can only be excluded from the association for good cause. Such important reasons are, in particular, conduct detrimental to the objectives of the association, violation of statutory obligations or arrears in contributions of at least one year. The executive board shall decide on the exclusion.
(4) The member has the right to appeal against the exclusion to the general assembly. The appeal must be submitted in writing to the executive board within one month.
(5) The final decision on the exclusion within the association shall be made by the general assembly.
(6) However, the member retains the right to review the measure by appealing to the ordinary courts.
(7) The appeal to an ordinary court has a suspensive effect until the court decision becomes legally binding.
§ 9 Contributions
Contributions shall be levied from members. The amount of the contributions and their due date shall be determined by the general assembly.
§ 10 Bodies of the association
The bodies of the association are the general assembly and the executive board.
§ 11 General assembly
(1) The general assembly is the supreme body of the association. Its tasks include in particular the election and deselection of the executive board, discharge of the executive board, acceptance of the reports of the executive board, election of the auditors, determination of contributions and their due date, passing of resolutions on amendments to the articles of these statutes, passing of resolutions on the dissolution of the association, deciding on the admission and exclusion of members in cases of appeal as well as other tasks, insofar as these arise from these statutes or according to the law.
(2) An ordinary general assembly shall be convened within the first six months of each financial year. The executive board shall be obliged to call an extraordinary general assembly if at least one third of the members request it in writing, stating their reasons.
(3) The general assembly shall be convened by the executive board in writing, giving one month’s notice and stating the agenda. The period begins with the day following dispatch of the invitation letter. The invitation letter shall be deemed to have been received if it was sent to the last address of a member notified to the association.
(4) The agenda must be supplemented if a member requests this in writing no later than one week before the scheduled date. The addition shall be announced at the beginning of the meeting.
(5) Motions to amend these statutes or to dissolve the association, which have not already been sent to the members with the invitation to the general assembly, can only be decided on at the next general assembly.
(6) The general assembly may take place in person at a location that has to be announced in the invitation. Alternatively, it may be conducted via video conference. In this case, the access data for dial-in must be announced with the invitation to the meeting.
(7) The general assembly shall constitute a quorum regardless of the number of members present.
(8) The general assembly shall be chaired by a member of the executive board.
(9) A secretary shall be elected at the beginning of the general assembly.
§ 12 Elections and voting
(1) In all elections and votes, each member has one vote. The right to vote may only be exercised in person or on behalf of another member upon presentation of a written power of attorney. If the general assembly is conducted online via video conference, technical features for secure anonymous voting must be provided and explained to the members.
(2) Votings are decided on by a simple majority of the votes cast.
(3) Amendments to the statutes and the dissolution of the association can only be decided on by a majority of two thirds of the members present.
(4) Abstentions and invalid votes are not taken into account.
(5) The resolutions of the General Meeting have to be recorded in minutes; after the meeting, these minutes must be signed by the chairman of the meeting and the secretary.
§ 13 Executive board
(1) The executive board in terms of section 26 BGB (German Civil Code) consists of at least three members. At least the positions of the chairman, his/her deputy and the treasurer have to be held by different members of the board.
(2) The executive board represents the association judicially and extrajudicially. Individual representation by a member of the executive board is permissible.
(3) Resolutions within the executive board are passed by simple majority. In the event of a tie, the chairman shall have the casting vote.
(4) Only members of the association may be elected to the board.
(5) The board is elected by the general assembly for a period of 2 years. Re-election is permissible.
(6) The board remains in office until a new board is elected.
(7) Upon termination of membership in the association, the position of a member of the executive board shall also end.
§ 14 Cash audit
(1) The general assembly shall elect a cash auditor for a period of 2 years.
(2) The cash auditor must not be a member of the board.
(3) Re-election is permissible.
§ 15 Dissolution of the association
In the event of a dissolution or termination of the association or in the event that tax-privileged purposes cease to exist, the assets of the association shall be transferred to the “Hülfskasse Deutscher Rechtsanwälte” which shall use them directly and exclusively for non-profit or charitable purposes.