Modified version of the former „Satzung des Bundesverbandes des Süßwaren-Groß- und Außenhandels e.V.“ („By-Laws of the Federal Association of Sweets Wholesale and Foreign Trade“) as adopted by resolution of the general meeting of members on January 31, 2004 in Cologne
Name, Registered Seat, Fiscal Year
- The Association is a non-economic registered society („eingetragener Verein“) pursuant to Sec. 21 German Civil Code (BGB) and bears the name „Sweets Global Network e. V.“
- The Association has its seat in Munich and is entered into the official register of societies at the Local Court in Munich, Germany.
- The fiscal year shall be the calendar year.
Purpose and Tasks of the Association
- The purpose of the Association is to look after and to promote the common interests - both non-material and economic - of the entire sweets industry, particularly within the areas of marketing and sales distribution. Within this framework the Association may also render expert opinions.
- Among the further tasks of the Association are to promote the socio-political interests of the sweets industry and to improve the image of sweets in the public opinion. To achieve this, the Association - inter alia - provides its members and all enterprises or persons connected with production or sales with a common superior and independent platform for communication and information. The Association shall further publish a specialist journal, thus providing information about current issues of the national and international sweets industries.
- A further task of the Association is to give professional advice to authorities, organizations as well as other persons and institutions involved in the political and parliamentary process, both within Germany and internationally; in particular to consult those institutions at law-making and other legislative acts.
- The Association shall not impair the free and independent economic activities of its members. However, the Association shall - to the extend possible under applicable laws - stand up for the preservation of good customs of commerce and for the elimination of unfair competition.
Principles of Activities of the Association
- The Association shall neither pursue party-politics nor certain religious aims.
- The Association shall not primarily strive to make profit for itself.
- The Associations’ assets may exclusively be used for purposes laid down in these by-laws. Members shall not receive any payments or other contributions out of the Associations’ assets.
- No person shall receive any payments or other contributions, which are in conflict with the Associations’ purposes.
- Membership is voluntary.
- The Association can grant Full Membership to:
- individual businessmen, which should – if possible – be entered in the commercial register; and
- companies (in particular: „offene Handelsgesellschaften“ [General Partnerships], „Kommanditgesellschaften“ [Limited Partnerships], „Gesellschaften bürgerlichen Rechts“ [Civil Partnerships], „Aktiengesellschaften“ [Stock Corporations] and „Gesellschaften mit beschränkter Haftung“ [Limited Liability Companies]), insofar as they trade to considerable extent with sweets, beverages or foodstuff and semi-luxury items, as well as
- special associations (Fachverbände) and societies of the sweets industry.
- Each person or legal entity which is connected to the sweets industry can become a Supporting Member. The duration of membership of such supporting members is limited to the current calendar year; such membership does automatically extend for another calendar year, unless the board of presidents does terminate the respective membership by giving notice until September 30th of the current year.
- Persons of outstanding merit - gained either within the Association or in the sweets industry represented by it - may be appointed Honorary Members. They shall not be charged a membership fee
Acquisition of Membership
- Membership arises from the legal act of joining (application and acceptance) the Association. Nobody has a right to be accepted as member.
- Written membership application forms must be sent to the head office of the Association. The applicant shall provide the Association with all necessary information to process the application. Acceptance of application requires the prior written and legally binding recognition of these by-laws by the applicant.
- The chairman of the board of presidents decides whether a new member shall be accepted, particularly whether the criteria of membership pursuant to Sec. 4 of these by-laws are fulfilled.
- If the application is denied, the applicant may file an objection with the board of presidents within one month after delivery of such negative decision. Such objection must be delivered in writing to the head office. The board of presidents decides upon the application during its next meeting, this decision being final. Such final refusal to accept an applicant is non-appealable.
- The act of joining is legally binding from the moment the acceptance of application has been delivered to the new member.
Members Rights and Duties
- Members have equal rights and duties, unless expressly stipulated otherwise in these by-laws. Members have in particular the right to attend meetings, to make use of the Association’s institutions and to request advice and support in regard to all professional and commercial issues falling within the scope of tasks of the Association pursuant to Sec. 2 of these by-laws.
- Members may execute their rights as long as they fulfill the respective duties resulting from the membership. Among these membership duties are in particular:
- complying with the stipulations of these by-laws,
- observing the decisions made by the Association’s bodies within their scope of authority and within the ambit of the Association’s purposes,
- to assist the Association in achieving its tasks,
- to timely pay membership fees and any special assessments.
Termination of Membership
- Membership terminates upon:
- death of a member (in case of natural persons) or - respectively - upon the loss of legal capacity or the opening of insolvency procedures (in case of legal entities),
- elimination from the membership list,
- exclusion of a member.
- Withdrawal shall be declared by giving written notice of termination of membership by way of registered letter, to be delivered to a member of the board of presidents. It shall only be possible with effect to the end of a calendar year and by observing a mandatory minimum notice period of six months.
- A member may be eliminated from the membership list by decision of the board of presidents if the respective member:
- no longer fulfils the membership requirements pursuant to Sec. 4 or
- has a membership fee outstanding and – after the member has been warned twice in writing, the second warning announcing that the member will be eliminated – the member still has not paid the full outstanding amount within a period of two months after delivery of the second warning.The member shall be informed about the elimination from the list in writing.
- A member may be excluded from the Association for good cause, in particular if the member has materially violated these by-laws or has acted against interests - especially the purpose - of the Association. The chairman of the board of presidents decides upon such exclusion. The respective member shall be given the opportunity to personally comment on the accusations. Such exclusion of a member shall have immediate effect from the moment of the decision. The member shall be informed about such exclusion without delay in writing. The excluded member may object to the decision by addressing the board of presidents within a period of one month after having received the notification of exclusion. Such objection must give reasons and shall be delivered to the head office in written form. The board of presidents decides upon the objection, its decision being final. The member concerned shall again be given the opportunity to comment personally.
- Upon termination – regardless for what reason – all membership rights do expire. There shall be no refund of fees, donations or other contributions. The Association shall, however, still have the right to claim payment of outstanding membership fees.
- A leaving member shall have no right to claim a share of Association property or any form of compensation.
Bodies of the Association
Legal bodies of the Association are:
- the meeting of members;
- the board of presidents.
The Meeting of Members
- Competences and Calling of the Meeting
- The meeting of members constitutes the supreme body of the Association. It shall inform members about all important decisions of other bodies and shall be the forum to debate fundamental issues and decide upon the general direction of the Association. In addition, the meeting of members is in particular competent for the following measures:
- hearing and accepting reports on business activities and accounting,
- granting formal approval for the actions of the board of presidents and the management,
- approving the financial plan and membership fees,
- electing the members of the board of presidents,
- electing two auditors,
- fixing the amount of membership fees,
- voting on proposed changes to these by-laws,
- voting on the dissolution of the Association.
- The meeting of members shall be called every other year by the board of presidents. The calling of the meeting shall take place in writing and must observe a notification period of two weeks. The notification period commences on the working day that follows the day of sending out the invitations. The calling of the meeting shall include publication of the agenda, which is being set by the board of presidents and must describe the issues to be voted on. The invitation letter shall be deemed to have reached the member, if such letter has been sent to the last postal address the member has made known to the Association in writing.
- An extra-ordinary meeting of members must be called if: (a) at least ten per cent of the members file a written application with a statement of reasons, or (b) the majority of members of the board of presidents deems the calling of such extra-ordinary meeting of members necessary in the interest of the Association.
- Quorum and Voting Rights
- Each properly called meeting of members is qualified to decide by vote regardless of the number of members that have actually appeared. In case of a vote on the dissolution of the Association (Sec. 41 BGB), however, Sec 16 of these by-laws shall additionally apply.
- Each full member has one vote; supporting members and honorary members have the right to attend and to speak, they have not, however, the right to vote. Members allowed to vote in the meeting may execute their voting rights only for themselves and must – if member is not a natural person - be duly represented by a managing board executive or a specifically authorized employee of the company; chairmen of special associations and societies may only be represented by a member of their executive board. A transfer of voting rights upon another member (voting by proxy) is prohibited.
- Chairman of Meeting and Voting Procedure
- The meeting of members shall be presided by the chairman of the board of presidents, in case he/she is unable to attend his/her deputy shall preside; if the deputy is also unavailable the members present at the meeting shall elect a chairman to preside the meeting. The chairman of the meeting shall determine the voting procedures. The meeting of members is not open to the public. The chairman of the meeting may admit guests and/or members of the media.
- Each member may file a written application to the board of presidents - which must be delivered to the head office at least four weeks prior to the day of the meeting of members – and thus demand that certain issues shall be put on the agenda to be voted upon. The board of presidents shall put such issues on the agenda.
- The meeting of members shall vote upon whether to allow a motion - made at the meeting itself (urgency motion) - to add an issue to the agenda. Such an urgency motion is adopted if it receives more than 50% of valid votes cast. Urgency motions for a change of these by-laws, for dissolution of the Association as well as for election and dismissal of members of the board of presidents is not allowed.
- Unless explicitly stipulated otherwise in these by-laws, the meeting of members passes its resolutions with simple majority of all validly cast votes; non-votes (abstaining) shall not be taken into account. In case of equal number of votes the motion shall be considered rejected. Qualified majority votes are, however, necessary in these cases:
- to change these by-laws, which requires a majority of two thirds of all present votes, and
- to dissolve the Association, for which the requirements are set forth in Sec. 16 of these by-laws.
- For the purposes of this Sec. 9, facsimiles and e-mails shall be considered to constitute „written form“.
The Board of Presidents
- Members of the board of presidents of the Association are:
The composition of the board of presidents shall consider membership structure and international expansion.
- the chairman,
- three deputies, which have among themselves equal rights, as well as
- at minimum two, at maximum eight additional board members.
- The board of presidents is authorized to appoint up to five co-opting board members, in addition to the number of board members listed in para. (1).
- The board of presidents shall be elected for a period of four years. Persons above the age of 65 may not be elected as members of the board of presidents. Board members that turn 65 years old during their term remain, however, on the board until the next elections of the board of presidents take place.
- The board of presidents elects from their midst a chairman and a deputy chairman.
- The chairman and each of the three deputies are authorized to represent the Association individually. In regard to the relation inter se (Innenverhältnis) the deputies shall be allowed to represent the Association only in case the chairman is unavailable.
- The board of presidents shall remain in office until the next elections have taken place.
- Exclusively such persons that are currently active within the relevant industry are eligible as members of the board of presidents.
- A meeting of the board of presidents is qualified to decide by vote if at least three board members are present. The board decides with simple majority vote. In case of equal number of votes, the vote of the chairman shall decide. The board of presidents may also make decisions by way of written circulation voting. For these purposes, facsimiles and e-mails shall be deemed to constitute „written form“. In case a board member does not reply to such a written draft resolution within a period of three working days from the moment of reception, then this silence shall be deemed to mean giving consent to the draft resolution.
- Meetings of the board of presidents shall be called by the chairman. In case at least one third of the board members so demands, the chairman is obligated to call such board meeting.
- The board of presidents shall execute the resolutions passed by the meeting of members and is responsible for orderly management.
- The board of presidents may appoint well-deserved chairmen as honorary chairmen when they retire from office.
- Such honorary chairmen shall be invited to board meetings. They shall serve as consultants.
Specialized Committees and Working Groups
- The board of presidents may create specialized committees and working groups for the execution of certain tasks.
- The management shall coordinate the activities of such specialized committees and working groups.
On every meeting of members as well as of the board of presidents, minutes shall be kept which must record the respective results. Such minutes shall be signed by the chairman (or the representative presiding the respective meeting) and the keeper of those minutes. Such minutes shall be presented at the next meeting of members - respectively board meeting - for ratification.
- Costs of the Association shall be covered by membership fees and special assessments paid by full members, the amount of which shall be fixed by resolution of the meeting of members.
- Supporting members shall have to pay membership fees, the amount of which shall be fixed by the board of presidents.
- The board of presidents may appoint a managing director to take care of operative business; such managing director may – with consent of the chairman of the board of presidents – employ further personnel for the head office. The chairman of the board of presidents establishes the guiding criteria for appointment and dismissal.
- The managing director reports to the board of presidents and must follow its instructions.
- The managing director is in particular responsible for the orderly keeping of the Associations’ financial accounts; making financial transactions and entering into financial obligations in the name of the Association by the managing director shall require the chairman of the board of presidents to countersign such acts. The chairman of the board of presidents may establish to what extent the managing director shall be authorized to make such transactions – if covered by the valid financial plan – without the need of a countersignature.
- The managing director shall collect membership fees and special assessments.
- The managing director shall represent the Association to the extent authorized by the board of presidents, in particular also in summary court debt recovery proceedings (Mahnverfahren).
- Members of the board of presidents, of special committees and of working groups all hold honorary positions.
- All persons active for the Association in such honorary positions shall – within the guidelines established by the board of presidents and within the limits of the financial plan - receive compensation for expenses (daily allowance, over-night allowance and travel expenses). Compensation for expenses may be granted in the form of lump sum payments. The amount of daily and over-night allowances shall be established by the board of presidents.
Dissolution of the Association
- The dissolution of the Association may only be resolved in a meeting of members called for this purpose.
- Any motion for the dissolution of the Association must be filed for adding to the agenda at least four weeks prior to the calling of the meeting of members and must be announced to the members.
- Any resolution on the dissolution of the Association (Section 41 BGB) requires the presence of two thirds of all full members. In case a meeting of members which was called to vote on the dissolution of the Association is not qualified to vote on the issue pursuant to sentence 1, then another meeting with identical agenda shall be called within a period of 4 weeks from the day of the first meeting of members. This second meeting must not take place before 2 months have elapsed since the day of the first meeting; it must also, however, take place no later than 4 months after name-said day. The second meeting is qualified to vote regardless how many members of the Association are present. The invitation letter calling the second meeting must inform the members about these less strict requirements on the qualification to vote.
- The dissolution resolution requires a majority of three quarters of all full members of the Association present at the meeting.
- The board of presidents appoints the liquidator. Existing assets shall be used for such a public benefit that is in accordance with the purposes of the Association. No member shall have a right to claim a share of Association property or compensation for such property.
- All disputes between members and the Association resulting either from these by-laws or in connection with the Association membership shall exclusively and with final effect be decided by the institutional arbitration tribunal of the Association (Sec. 1066 ff. Code of Civil Procedure; “Zivilprozessordnung”) in lieu of state or federal courts.
- The arbitration tribunal may also be called upon – on voluntary basis – by any full member (as plaintiff) concerning a legal dispute with another full member (as defendant). If the other full member agrees to have the arbitration tribunal decide the case and both parties have filed written statements to the chairman of the tribunal with the demand to carry out such arbitration proceedings, the institutional arbitration tribunal of the Association shall decide exclusively and with final effect in lieu of state or federal courts.
- The Members of the arbitration tribunal shall be appointed by the meeting of members or – if and insofar necessary because of non-appointment or prejudice of an arbitrator – by the parties pursuant to Sec. 1034 ff Zivilprozessordnung.
- Otherwise, the rules in book 10 of German Zivilprozessordnung shall apply accordingly.
Changes of Legal Framework
In case certain clauses of these by-laws shall turn out to be void or shall become so due to future legislation, the validity of the remaining clauses of these by-laws shall remain unaffected. Any gaps thus created shall be closed without delay. The continuation of the Association shall in any case remain unaffected by this.
The chairman of the board of presidents is authorized to make editorial corrections to the wording of these by-laws in case some state authority or court should demand so and would otherwise not register either the Association itself or a change to these by-laws.