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Company, Registered Office, Purpose and Object
(1) The name of the cooperative is: MacoopA eG
(2) The cooperative has its registered office in: Rehburg-Loccum
(1) The purpose of the cooperative is to promote the acquisition and economy of the members through joint business operations: a combination of empowerment, education, support and mediation of financial services via cooperation partners. In particular, the members of the cooperative are entitled to use the entire range of services offered by the facilities operated by the cooperative with priority and preferential treatment.
(2) The object of the company is:
1. a) the brokerage of ethical, ecological and speculation-free financial services, insofar as no approval is required for this from the authority responsible for financial supervision;
1.b) the promotion of the general education of the members in questions of economic and financial development in connection with concepts of the ethical economy and the financial system and their humanistic bases from an African perspective;
1.c) advising and supporting the members in the points listed under a and b;
1.d) the research, development and dissemination of methods, organizational structures and know-how that serve to realize the purpose of the cooperative;
1.e) the conclusion of all auxiliary and ancillary transactions related to this object of the cooperative.
1. f) Banking services and other transactions that require a BaFin license are excluded.
2. the participation of the cooperative in legal entities under company, cooperative and association law as well as in entrepreneurial registered partnerships is permissible if this participation serves to fulfill the statutory purpose of the cooperative.
3. The establishment and ongoing operation of an academy that serves training and further education and that deals with business, economic and financial issues from the perspective of promoting the benefit to society as a whole and the common good, investigates and operates the development of practices that promote the common good, on an ongoing basis Exchange with comparable national, African, European and international educational institutions and primarily provides its members with educational offers at preferential conditions.
4. The establishment and ongoing operation of an online marketing platform on which members can trade products and services with each other.
The cooperative can set up branches and participate in companies.
The extension of business operations to non-members is permitted.
Membership
(1) Membership can be acquired:
- natural persons,
- partnerships,
- legal entities under private or public law.
To acquire membership, the interested party must submit an application for membership to the board (according to the respective legislation in the Cooperative Act), which contains the amount of the annual membership fee and the number of shares to be taken over by the new member. This application must include your name, date of birth, occupation, place of residence or place of business, e-mail address and, if applicable, telephone number or company name, legal form, registered office, company register number or comparable registration numbers
The acceding party must also expressly declare that they have taken note of the provisions of the statutes and recognize their legal validity.
Membership only becomes effective with the approval of the Executive Board. A refusal of membership does not require a reason, but the applicant for membership must be informed in writing.
(2) Membership is acquired through:
- an application for membership to be sent by the interested party to the Board of Directors, which must comply with the requirements of the Cooperative Act and
- Approval by the cooperative.
(3) The member is to be entered immediately in the list of members (§ 16 Para. 2 Letter e) and to be informed of this immediately.
(4) Anyone who is not or no longer eligible for the use or production of the goods and the use or provision of the services of the cooperative may be admitted as an investing member at their request by the board of directors with the consent of the supervisory board. The acquisition of further shares by investing members also requires the approval of the board of directors with the consent of the supervisory board. Investing members are to be marked as such in the list of members.
Membership ends by:
- Termination (§ 5 Para. 1),
- Transfer of business assets (§ 6 Para. 1),
- death of a member (§ 7),
- dissolution of a legal entity or partnership (section 8),
- Exclusion (§ 9).
(1) Each member has the right to terminate its membership at the end of a financial year quit.
(2) If a member is involved with several shares without being obliged to do so by the articles of association or an agreement with the cooperative, he can terminate his participation with one or more of his other shares at the end of a financial year.
(3) Notice of termination must be given in writing and to the cooperative at least one year before the end of the financial year.
(1) A member can at any time, even during the course of the financial year, transfer his business assets to another person by means of a written contract and thereby withdraw from the cooperative without dispute, provided that the acquirer is already a member or becomes a member. The transfer of the business capital is only permitted if the total amount of the business shares with which the purchaser is involved or is involved is not exceeded with the attribution of the business capital of the seller.
(2) A member can partially transfer his business assets without leaving the cooperative and thus reduce the number of his business shares. Paragraph 1 applies accordingly.
(3) The transfer of business assets requires except in the cases of § 76 paragraph 2 GenG the approval of the board of Directors.
(1) A member resigns upon death; his membership passes to the heir.
(2) The membership of the heir does not end at the end of the financial year in which the inheritance occurred, but is continued if the heir meets the requirements for acquisition. If the testator is inherited by several heirs, the membership ends at the end of the financial year following the inheritance if it is not ceded to a co-heir by this time. The transfer is effective with the entry of the co-heirs in the list of members; for this purpose, the co-heirs must notify the board of directors in writing in good time. The co-heirs must meet the above personal requirements at the time of transfer.
If a legal entity or partnership is dissolved or expires, membership ends at the end of the financial year in which the dissolution or expiration took effect. In the case of universal succession, membership is continued by the universal successor until the end of the financial year.
(1) A member can leave the cooperative at the end of a financial year
be excluded if:
- it does not comply with the statutory or other existing obligations towards the cooperative despite a written request under threat of exclusion,
- it submits incorrect annual financial statements or asset overviews or otherwise makes incorrect or incomplete statements about its legal and economic circumstances,
- it damages or has caused damage to the cooperative by not fulfilling its obligations to the cooperative or judicial measures are necessary due to non-fulfilment of an obligation,
- it has become insolvent or overindebted or if beyond its assets
the insolvency proceedings have been opened, - it relocates its registered office or place of residence outside the business area of the cooperative or his permanent whereabouts are unknown,
- the requirements for admission to the cooperative were not met
or are no longer available - it operates or participates in its own company that competes with the cooperative, or if a company that competes with the cooperative participates in the member's company,
- his behavior cannot be reconciled with the interests of the cooperative.
(2) The executive board is responsible for the exclusion. However, members of the Executive Board can only be expelled by resolution of the Supervisory Board, and members of the Supervisory Board only by resolution of the General Assembly.
(3) Before the resolution is passed, the person to be excluded must be given the opportunity to comment on the intended exclusion. In doing so, he must be informed of the essential facts on which the exclusion is to be based and of the statutory reason for the exclusion.
(4) The resolution by which the member is excluded must state the facts on which the exclusion is based and the statutory reason for the exclusion
(5) The decision is to be communicated to the expelled person immediately by the Executive Board by registered letter. Once the letter has been sent, the member can no longer take part in the general assembly and be a member of the board of directors or the supervisory board.
(6) Unless the General Assembly has decided on the exclusion, the excluded person can lodge a complaint with the Supervisory Board within one month of the letter being sent. The appeal decision of the supervisory board is final within the cooperative.
(7) The excluded person is free to take legal action against the exclusion. However, the ordinary legal process is excluded if the member has not made use of the opportunity to lodge a complaint in accordance with paragraph 6.
The resigned member's dispute with the cooperative is based on the annual financial statements approved by the general assembly. Loss carryforwards are to be taken into account according to the ratio of the shares. A dispute does not take place in the case of transfer of business assets or in the case of continuation of membership in the event of inheritance. The settlement balance of the member who has left is to be paid out at the earliest one year after the end of the financial year in which he left. Section 6 (5) and Section 6 (6) (minimum capital) shall apply.
Dispute balances of retired members that are not claimed within three years of their due date expire in favor of the statutory reserve.
The retired member has no claim to the reserves and other assets of the cooperative. In the event of a dispute, the cooperative is entitled to offset the outstanding claims against the resigned member against the settlement balance to be paid out.
(1) The approved annual financial statements are decisive for the dispute between the member who has left and the cooperative; Loss carryforwards are to be taken into account according to the ratio of the shares. If the business balance is transferred (§ 6), there will be no dispute.
(2) The member who has left has the right to payment of the settlement balance. In addition, it has no claims to the assets of the cooperative. In the event of a dispute, the cooperative is entitled to set off the claims due against the resigned member against the settlement balance. The cooperative is liable for the member's settlement balance as a pledge for any loss, especially in the member's insolvency proceedings.
(3) Paragraphs 1 and 2 apply accordingly to disputes after termination
individual shares.
Each member has the right to use the services of the cooperative and to participate in the organization of the cooperative in accordance with the provisions of the cooperative law and the articles of association. In particular, it has the right:
- at the General Assembly and at its deliberations, votes and elections
to participate, - to receive information about matters of the cooperative in the general assembly require (§ 34),
- Submit motions for the agenda of the General Assembly in accordance with Article 28 Paragraph 4,
- Motions to call an Extraordinary General Assembly pursuant to Article 28, Paragraph 2. to submit
- in accordance with the relevant provisions and resolutions on the annual surplus to participate,
- to request a copy of the annual financial statements, the management report, to the extent required by law, and the report of the supervisory board at his own expense in good time before the annual financial statements are adopted by the general assembly,
- to inspect the minutes of the General Assembly,
- view the list of members,
- View the summarized result of the audit report.
Each member has the duty to protect the interests of the cooperative. In particular, it has:
- the provisions of the cooperative law, the articles of association and the resolutions of the to comply with the General Assembly,
- to pay his annual membership fee on time,
- the payments for the share or for further shares according to § 37 Afford,
- to inform the cooperative immediately of any change of address, change of legal form, ownership and ownership structure. The same applies to changes in the power of representation or membership, insofar as persons are affected in their capacity as organ members of the cooperative,
- to pay an admission fee attributable to the capital reserve (section 39a) upon admission, if determined by the General Assembly,
- Offer documents, prices and conditions, circulars and other information to treat the cooperative confidentially towards outsiders,
- to take over shares in accordance with Section 37 (3).
Bodies of the Cooperative
The organs of the cooperative are:
- the Board of Directors
- the Supervisory Board
- the General Assembly
A. Board of Directors
(1) The board of directors manages the cooperative on its own responsibility.
(2) The board of directors conducts the business of the cooperative in accordance with the provisions of the law, in particular the cooperative law, the articles of association and the rules of procedure for the board of directors to be issued in accordance with Section 16, Paragraph 2, Letter b).
(3) The board of directors represents the cooperative in and out of court as required of §15.
(1) The Executive Board consists of at least two members.
(2) The members of the Management Board are appointed and dismissed by the Supervisory Board.
(3) The board of directors elects the chairman of the board of directors and his deputy from among its members Center.
(4) The cooperative is represented by two board members or by one board member together with an authorized signatory. The supervisory board can exempt individual or all board members from the prohibition of multiple representation according to § 181 Alternative 2 BGB, i.e. grant them the authority to act as a representative of third parties in all legal acts that the cooperative undertakes with or towards third parties.
(5) The granting of procuration, power of attorney and other powers of attorney for legal representation is permissible. The rules of procedure for the Executive Board regulate the details.
(1) The members of the board of directors must exercise the care of a prudent and conscientious manager of a cooperative in their management. They must maintain secrecy about confidential information and secrets, namely company or business secrets, which they have become aware of through their work on the Management Board.
(2) The Executive Board is particularly obliged:
- to properly conduct the business of the cooperative in accordance with its objectives and taking into account its structure and the possibilities existing in its business area,
- to draw up rules of procedure in agreement with the supervisory board, which require a unanimous resolution by the board of directors and must be signed by all members of the board of directors,
- to plan and implement the personnel, material and organizational measures necessary for proper business operations in good time,
- for proper accounting, planning and control
to provide useful accounting, - to decide on the approval of membership acquisition and participation with further shares and to keep the list of members in accordance with the Cooperatives Act,
- to take proper inventories and an inventory list at the end of the
financial year and submit it immediately to the Supervisory Board, - within five months of the end of the financial year at the latest, to prepare the annual financial statements and management report, insofar as these are required by law, and to submit them immediately to the supervisory board and with its report to the general assembly for approval,
- the statutory auditing association convocation, date, agenda and motions
to be notified in good time for the General Assembly, - to rectify deficiencies noted in the audit report and to the auditing association to report about it.
(1) The board of directors shall inform the supervisory board at least every six months, upon request or immediately in the event of an important reason, about the business development of the cooperative, compliance with the cooperative principles and corporate planning, in particular about investment and credit requirements.
(1) The decisions of the board of directors generally require a resolution. Board meetings are to be convened as required, but generally on a monthly basis. A board meeting must be convened immediately if a member of the board requests it, stating the reasons. The meeting of the board of directors is convened by the chairman, who is to state the essential items to be discussed in the invitation. The rules of procedure for the Executive Board regulate the details.
(2) The Executive Board has a quorum if more than half of its members are involved. It passes its resolutions with a majority of the valid votes cast. In the event of a tie, an application is deemed to have been rejected.
(3) Resolutions may be passed without convening a meeting by means of a written vote or other long-distance communication media if no member of the Management Board objects to this procedure.
(4) Resolutions are to be duly recorded for evidence purposes. The logs are to be numbered consecutively. They are to be signed by the board members involved in the consultation.
(5) If matters of the cooperative are discussed that affect the interests of a board member, his spouse or life partner, his parents, children, siblings or a person represented by him by law or power of attorney, the board member concerned may not take part in the consultation and voting take part. However, the board member is to be heard before the resolution is passed.
The members of the Executive Board are entitled to attend the meetings of the Supervisory Board unless participation is excluded by a special resolution of the Supervisory Board. In the meetings of the Supervisory Board, the Executive Board must provide the necessary information on business matters. The members of the Management Board do not have voting rights when the Supervisory Board adopts resolutions.
The granting of loans or other economic advantages of a special kind to members of the Board of Management, their spouses and life partners, minor children and to third parties acting on behalf of one of these persons requires a resolution by the Board of Management and the express consent of the Supervisory Board.
B. Supervisory Board
(1) The Supervisory Board consists of at least three members who are appointed by the General Assembly to be elected.
Only active members or persons authorized to represent such members should be elected to the Supervisory Board.
The members of the supervisory board may not at the same time be members of the board of directors, permanent deputies, authorized signatories or authorized agents of the cooperative authorized to operate the entire business.
(2) When electing the members of the Supervisory Board, each person entitled to vote must have the opportunity
have to vote on each individual candidate. For the rest, § 33 applies to the election.
(3) The office of a member of the Supervisory Board begins at the end of the General Assembly that carried out the election and ends at the end of the General Assembly that takes place for the third financial year after the election. The financial year in which the Supervisory Board member is elected is included in the calculation. The General Assembly can determine a shorter term of office for all or individual members of the Supervisory Board. Re-election is permitted.
(4) The office of a supervisory board member ends prematurely if it is based on the fact that the supervisory board member is a member of a registered cooperative and this membership has ended. The same applies to persons authorized to represent other legal entities or partnerships if their power of representation ends.
If there is a dispute about the effectiveness of the termination of membership or power of representation, the written declaration of the cooperative or other legal entity or partnership decides that membership or power of representation has ended.
If members resign during their term of office, the Supervisory Board consists only of the remaining members until the next ordinary General Assembly, in which replacements are elected. Earlier by-elections by an Extraordinary General Meeting are only required if the number of Supervisory Board members falls below the statutory minimum of three.
(5) Members who have left the Executive Board can only be elected to the Supervisory Board when they have been discharged for their entire board activity.
(1) The supervisory board shall monitor the management board in its management. He can request reports from the board of directors at any time and inspect and examine the books and documents of the cooperative as well as the cash balance and the stocks of securities, commercial papers and goods himself or through individual members to be determined by him. An individual member of the Supervisory Board can request information, but only to the Supervisory Board.
(2) The supervisory board represents the cooperative towards those in office and Board members who have left the court both in and out of court.
(3) In order to fulfill its legal and statutory obligations, the supervisory board can form committees from among its members and make use of the help of experts, in particular the responsible auditing association, at the expense of the cooperative. If the Supervisory Board forms committees, it determines whether these have advisory or decision-making powers; it also determines the number of committee members. A committee with decision-making powers must consist of at least three people. A committee has a quorum if more than half of its members are present. Section 25 also applies to the passing of resolutions.
(4) The Supervisory Board shall examine the annual financial statements, the management report, insofar as this is required by law, and the Executive Board's proposal for the appropriation of an annual surplus or for covering an annual deficit, and shall report to the General Assembly before the annual financial statements are adopted. Each member of the Supervisory Board must take note of the content of the audit report.
(5) The supervisory board has to take part in the discussion of the probable result of the statutory examination (final discussion) and to explain the result of this examination at the next general meeting.
(6) Details on the fulfillment of the duties incumbent on the Supervisory Board are regulated in the rules of procedure of the Supervisory Board. It is to be drawn up by the supervisory board after hearing the board of directors and handed over to each member against receipt.
(7) In their activities, the members of the supervisory board must observe the diligence of a proper and conscientious member of the supervisory board of a cooperative. They must maintain secrecy about all confidential information and secrets of the cooperative as well as the members and customers that have become known to them through their work on the supervisory board.
(8) The members of the Supervisory Board may not receive any remuneration (e.g. bonuses) based on business results. Expenses can be replaced. The Board of Management and the Supervisory Board decide on a lump-sum reimbursement of these expenses in accordance with Article 23, Paragraph 1, Letter k). Additional compensation requires a resolution of the General Assembly.
(9) The resolutions of the Supervisory Board shall be implemented by its Chairman or, in the case of his Prevention of his deputy.
(10) The Supervisory Board decides on the exclusion of Management Board members from the Cooperative.
(1) The Executive Board requires the approval of the Supervisory Board for the following matters:
- the principles of business policy,
- the inclusion, transfer or abandonment of a business area, unless the
General Assembly is responsible according to § 30 letter m), - the acquisition, encumbrance and sale of developed and undeveloped land and property under the Home Ownership Act, the construction of buildings, the acquisition and relinquishment of shareholdings and the acquisition and relinquishment of membership in cooperatives - including partial termination. Excluded is the acquisition of land to save own claims,
- the submission of legally relevant declarations of particular importance, in particular of such contracts through which recurring obligations are established to a considerable extent for the cooperative,
- joining and leaving associations and other associations,
- Determining the date and place of the General Assembly, holding the General Assembly without the physical presence of the members (§ 36a Para. 1), the possibility for members to participate in the General Assembly by means of electronic communication (§ 36a Para. 5), the possibility of participating in the resolution of a General Assembly that is only held in person (§ 36b) and the video and audio transmission of the General Assembly (§ 36c),
- the use of reserves pursuant to Sections 39 and 39a,
- the establishment and closure of branch offices and warehouses,
- the granting of procuration,
- the distribution of a refund (§ 42a),
- the determination of flat-rate reimbursements of expenses to members of the Supervisory Board pursuant to Section 22 (8),
- the appointment of the managing director, insofar as he is not a member of the board,
- the determination of contributions according to § 12 letter i)
(2) Joint meetings are convened by the chairman of the supervisory board or his deputy. Section 25 (4) sentence 2 applies accordingly to the convocation. Joint meetings of the Board of Management and the Supervisory Board are also required to receive the report on the probable result of the statutory audit (final meeting) and to discuss the written audit report.
(3) The chairman of the supervisory board shall chair the joint meetings
his deputy.
(4) The Management Board and the Supervisory Board have a quorum if more than half of the members of the Management Board and more than half of the members of the Supervisory Board are present.
(5) An application is rejected if it does not have a majority both in the executive board and in the Supervisory Board finds.
(6) Resolutions are to be recorded in a joint record for purposes of proof; the result of the separate votes is to be recorded; In addition, Section 19 Paragraph 4 and Section 25 Paragraph 5 apply accordingly.
(1) The supervisory board elects a chairman and a deputy chairman from among its members. Meetings of the Supervisory Board are convened by its chairman or, if he is unable to attend, by his deputy. As long as a chairman and a deputy have not been elected or are prevented from doing so, the Supervisory Board meetings are convened by the oldest member of the Supervisory Board.
(2) The Supervisory Board has a quorum if more than half of its members are involved. It passes its resolutions with a majority of the valid votes cast. Abstentions and invalid votes are not counted. In the event of a tie, a motion is deemed rejected; in this case, elections are decided by drawing lots. Section 33 applies accordingly.
(3) Resolutions may be passed without convening a meeting by means of a written vote or other long-distance communication media if the chairman of the supervisory board or his deputy initiates such a resolution and no member of the supervisory board objects to this procedure.
(4) The meetings of the Supervisory Board should take place at least quarterly. In addition, the chairman must convene a meeting with notification of the agenda as often as appears necessary in the interests of the cooperative, as well as if the management board or at least half of the supervisory board members request it in writing, stating the purpose and reasons. If this request is not complied with, the applicants can convene the Supervisory Board themselves, stating the facts.
(5) The resolutions of the supervisory board are to be duly recorded for evidentiary purposes. The logs are to be numbered consecutively. They must be signed by at least two meeting participants and kept with the other documents at the cooperative.
(6) If matters of the cooperative are discussed that affect the interests of a member of the supervisory board, his spouse or partner, his parents, children, siblings or a person he represents by law or power of attorney, the supervisory board member concerned may take part in the consultation and do not vote. However, the Supervisory Board member is to be heard before the resolution is passed.
C. The General Assembly
(1) The members exercise their rights in the affairs of the cooperative in the
general assembly.
(2) Each member has one vote.
(3) Persons who are legally incompetent or have limited legal capacity, as well as legal entities, exercise their voting rights through their legal representative, and partnerships through their authorized partners.
(4) Members or their legal representatives or shareholders authorized to represent them can be represented by authorized representatives (§ 43 Para. 5 Cooperatives Act). Several heirs of a deceased member (§ 7) can only exercise the right to vote through a joint authorized representative. A proxy cannot represent more than two members. Only members of the cooperative, spouses, children or spouses of the children of a member can be proxies. Investing Members can only be authorized by other Investing Members and can only authorize other Investing Members. Persons to whom the notification of exclusion has been sent (Article 9 (5)) and persons who offer to exercise voting rights on a business basis cannot be authorized.
(5) Those entitled to vote must be legal or authorized representatives or agents
provide written evidence of their power of representation in the meeting. The regulation in § 36a paragraph 4 remains unaffected.
(6) No one can exercise the right to vote for himself or for someone else if a decision is made as to whether he or the represented member is to be exonerated or released from a liability, or whether the cooperative is to assert a claim against him or the represented member target. However, it must be heard before the resolution is passed.
(1) The ordinary general meeting has to be held within the first six months after the end of the period of the financial year to take place.
(2) Extraordinary General Meetings can be convened as required.
(3) The general meeting takes place at the registered office of the cooperative, unless the board of directors and the supervisory board according to § 23 paragraph 1 letter f) specify a different meeting place or their exclusively written and/or electronic implementation.
(1) The General Assembly is convened by the Executive Board. The supervisory board is entitled and obliged to convene meetings if there is a legal or statutory reason for this or if this is necessary in the interests of the cooperative, namely at the request of the auditing association.
(2) The members of the cooperative can request the convening of an extraordinary general meeting in text form, stating the purpose and the reasons. This requires at least one tenth of the members.
(3) The General Assembly is announced by direct notification of all members
in text form (preferably also as an e-mail).
A period of at least three weeks, which must lie between the day of receipt or dispatch of the convocation and the day of the General Assembly, must be observed. The agenda must be announced when the meeting is convened. Sections 36a to 36c remain unaffected.
(4) The agenda is set by the person who convenes the General Assembly. Members of the cooperative can request in text form, stating the purpose and the reasons, that items for resolution be announced at the general meeting. This requires at least one tenth of the members.
(5) Resolutions cannot be passed on items whose negotiation has not been announced in good time so that there is at least one week between receipt of the announcement (paragraph 7) and the day of the General Assembly; however, resolutions on the course of the meeting and motions to call an extraordinary general meeting are excluded from this.
(6) No announcement is required for motions and negotiations without a resolution.
The chairman of the supervisory board or his deputy (chairman of the meeting) chairs the general assembly. By resolution of the general assembly, the chairmanship can be assigned to a member of the board of directors, the supervisory board, another member of the cooperative or a representative of the auditing association. The chairman of the meeting appoints a secretary and, if necessary, a teller.
The General Assembly decides on the matters specified in the Cooperative Law and in these Articles of Association, in particular:
- Amendment of the Articles of Association,
- Scope of publication of the audit report of the auditing association,
- Approval of the annual accounts, appropriation of the annual surplus or coverage the net loss for the year
- Discharge of the Management Board and the Supervisory Board,
- Election of the members of the Supervisory Board and the Executive Board, insofar as these are not to be elected by the Supervisory Board, and determination of remuneration for the Supervisory Board within the meaning of Section 22 (8),
- Revocation of the appointment of members of the Management Board and the Supervisory Board,
- Acceptance, transfer or abandonment of a significant business area,
- Dissolution of the cooperative,
- Continuation of the cooperative after the decision to dissolve it,
- Determination of an entrance fee,
- Introduction of the Representatives' Meeting and approval of the election regulations.
(1) The resolutions of the General Assembly require a simple majority of the valid votes cast, unless the law or these articles of association prescribe a larger majority.
(2) A majority of three quarters of the valid votes cast is particularly
required in the following cases:
- amendment of the Articles of Association,
- acquisition, transfer or cessation of a significant business area
- Revocation of the appointment of members of the Executive Board with the exception of that in § 40 GenG regulated case as well as members of the supervisory board,
- revocation of the appointment of members of the Supervisory Board,
- exclusion of members of the Executive Board or the Supervisory Board from the Cooperative,
- withdrawal from cooperative associations, centers and associations,
- merger, split and change of legal form of the cooperative according to the regulations of the Transformation Act,
- dissolution of the cooperative,
- Continuation of the cooperative after the decision to dissolve it.
(3) The Auditing Association must be heard before the resolution is passed on the merger, split, change of legal form in accordance with the provisions of the Transformation Act, dissolution and continuation of the dissolved cooperative. An expert opinion from the auditing association is to be applied for by the executive board in good time and read out at the general assembly.
(4) A majority of nine tenths of the validly cast votes is required for an amendment to the articles of association, through which an obligation of the members to use facilities or other services of the cooperative or to provide goods or services is introduced or extended.
(1) No one can exercise the right to vote for himself or for another if about
A decision is made as to whether he or the represented member is to be exonerated.
(2) The discharge of the Management Board and the Supervisory Board must be voted on separately; here neither the members of the Management Board nor the Supervisory Board have voting rights.
(1) Voting and elections are generally conducted openly. They must be made in secret if the Executive Board, the Supervisory Board or at least one fourth of the valid votes cast when the resolution is passed so request.
(2) When determining the ratio of votes, only the validly cast yes and no votes are counted; Abstentions and invalid votes will not be considered. In the event of a tie, a motion is deemed rejected; in these cases, elections are decided by lot. Only one vote can be cast for each candidate to be elected.
(3) If an election is carried out secretly, each person entitled to vote has as many votes as there are mandates to be allocated. The person entitled to vote indicates on the ballot the proposed candidates for whom he wants to vote.
(4) If an election is held openly, a special ballot is required for each mandate to be assigned. The candidate who receives more than half of the valid votes cast is elected. If no candidate receives the required majority in the first ballot, a run-off election is held between the two candidates,
who received the most votes. In this case, the candidate who receives the most votes is elected. If there are no more candidates proposed than there are seats to be filled, a vote can be taken jointly (en bloc), provided there is no objection.
(5) At the latest after the election, the elected person must declare to the cooperative whether he accepts the election. The candidates who receive the most votes are elected.
(1) Upon request, every member is to be given information about matters of the cooperative at the general assembly, insofar as this is necessary for a proper assessment of the item on the agenda. The information is provided by the Management Board or the Supervisory Board.
(2) Information may be refused if:
- the provision of information is appropriate based on prudent business judgement, to cause the cooperative a not inconsiderable disadvantage,
- the questions relate to tax valuations or the amount of individual taxes,
- providing the information would be a criminal offense or a statutory, statutory or contractual confidentiality would be violated,
- the request for information about the personal or business circumstances of a relates to third parties
- it concerns employment agreements with members of the Management Board or employees of the cooperative,
- the reading of documents leading to an unreasonable extension of the
General Assembly would lead - the question relates to the purchasing conditions of the cooperative or its Calculation bases refers.
(1) The resolutions of the General Assembly are to be duly recorded for evidentiary purposes to log.
(2) The minutes should be made at the latest within two weeks after the end of the General Assembly. The place and day or period of the meeting, the name of the person chairing the meeting and the type and result of the votes and the statements of the chairperson about the resolution should be given. The minutes must be signed by the chairman of the meeting, the secretary and at least one member of the board present; it must be accompanied by the documents relating to the convening as annexes.
(3) In the cases covered by Section 47 (3) GenG, the minutes must also include a list of the members present or represented and the representatives of members. The number of votes for each member present or represented is to be noted.
(4) The record is to be kept with the associated annexes. the
Every member is allowed to inspect it.
(5) In the case of Sections 36a, 36b of the Articles of Association, a list of the members involved in the adoption of the resolution must also be attached to the minutes and the type of vote cast must be noted therein.
Representatives of the auditing association and the leading cooperative associations are entitled to take part in every general assembly and to express their views at any time.
(1) The General Assembly can also be held without the physical presence of the members (virtual General Assembly). In this case, the members together with
to provide all information required for unrestricted participation in the General Assembly when the general meeting is convened. This includes, in particular, information about any access data as well as how the right to speak, submit applications, information and vote can be exercised and how and by when the written or electronic vote must be cast.
(2) Participation in the virtual General Assembly can take place in such a way that the technical design enables two-way communication between the members and the bodies and among themselves in the General Assembly.
(3) Participation in the virtual General Assembly can also take place in such a way that two-way communication between the members and the bodies and with each other is made possible in a discussion phase preceding the voting process. In this case, the period between the beginning of the discussion phase and the end of the voting phase represents the general assembly. If a deadline is to be calculated, in this case the day of the general assembly is the beginning of the discussion phase and the end of the General Assembly to the end of the voting phase.
(4) The exercise of voting powers (Article 26 (4)) in a virtual General Meeting is permissible if the power of attorney is proven to the Executive Board in writing at least one week before the date of the General Meeting.
(5) The members can also take part in the General Assembly without being present in a face-to-face meeting and exercise their rights by means of electronic communication (electronic participation in a face-to-face meeting) if the Executive Board determines this with the consent of the Supervisory Board. Otherwise, the above paragraphs apply.
(6) In each room in which assembled members take part in the General Assembly via transmission technology, a person must be appointed in advance to support and ensure the orderly and smooth running of the General Assembly.
(1) If permission has been granted to take part in the resolution of a General Assembly that is only held as a face-to-face meeting, in writing or by means of electronic communication, it must be stated together with the convocation how and by when the written or electronic vote is to be cast.
(2) Section 36a (4) applies accordingly.
The transmission of the General Assembly in image and sound is permitted. The Management Board, with the approval of the Supervisory Board, is responsible for deciding whether and how the Annual General Meeting is to be broadcast in audio and video. The manner of transmission is to be announced when the meeting is convened.
Equity Capital
The annual membership fee is the first pillar of equity. Its amount is determined by the General Assembly and published in a separate fee schedule.
(1) The shares are the second pillar of equity.
(2) The share is 3 EUR.
(3) Shares can be purchased in unlimited numbers.
(4) The payments made on the business share(s) plus other credits and less amounts written off to cover losses form the business balance of a member.
(5) As long as the member has not left the cooperative, the business balance may not be paid out, offset or used as security in the cooperative's business operations. A deposit owed may not be waived; the member cannot offset against these.
(6) The assignment or pledging of business assets to third parties is not permitted ineffective against cooperative. A business balance offset
by the member against his obligations to the cooperative is not permitted. Section 10 applies to the dispute balance.
(1) The statutory reserve serves to cover balance sheet losses.
(2) It is formed by an annual allocation of at least 10% of the annual surplus plus any profit carried forward or minus any loss carried forward, as long as the reserve does not reach ten percent of the balance sheet total.
(3) The General Assembly decides on the use of the legal reserve.
(1) In addition to the statutory reserve, another earnings reserve is formed to which at least 5% of the annual surplus plus any profit carried forward or less any loss carried forward is to be allocated annually. The amount transferred by the Management Board to the additional revenue reserve pursuant to paragraph 2 is to be offset. Additional revenue reserves can be created. The Board of Management and the Supervisory Board decide on their use in a joint meeting (§ 23 Para. 2 Letter g)).
(2) When preparing the annual financial statements, the board of directors can allocate part of the annual surplus, but no more than half, to an additional earnings reserve. The Executive Board decides on their use.
If entrance fees, penalties, construction cost subsidies or comparable contributions are levied, they must be allocated to a capital reserve to be created. The Executive Board and the Supervisory Board decide on their use in a joint meeting (§ 23 Para. 1 Letter g)).
There is no obligation for members to make additional payments.
Bookkeeping
(1) The financial year of the cooperative starts on January 1st and ends on January 31st December.
(2) The first financial year begins and ends on the day the cooperative was founded with December 31st.
(1) Within five months of the end of the financial year, the Management Board shall prepare the annual financial statements and the management report for the past financial year, insofar as these are required by law.
(2) The Management Board shall submit the annual financial statements and the management report, insofar as this is required by law, to the Supervisory Board without delay and then, together with its report, to the General Assembly for approval of the annual financial statements.
(3) The annual financial statements and management report, insofar as this is required by law, together with the report of the supervisory board, should be available for inspection by the members at least one week before the general assembly in the business premises of the cooperative or at another place to be announced, in the non-public members' area on the website made accessible to the cooperative or otherwise made known to them.
(4) The report of the supervisory board on its examination of the annual financial statements and the management report (§ 22 Para. 4), insofar as this is required by law, is to be submitted to the ordinary general meeting.
(5) The annual financial statements and the management report, insofar as these are required by law, must be submitted immediately to the responsible auditing association with the evidence required by it.
(1) Before the preparation of the balance sheet, the Management Board and the Supervisory Board decide which part of the surplus is distributed as a cooperative reimbursement. An appropriate annual surplus must be taken into account. The members have a legal right to the reimbursement decided by the Executive Board and the Supervisory Board.
(2) Until the full payment of the business share, 50% of the cooperative reimbursement granted to the member will be credited to the business assets, unless the general meeting decides on a different percentage.
The General Assembly decides on the use of the annual surplus;
this can, insofar as it does not fall under the statutory (§ 38) or other earnings reserves (§39) or used for other purposes to which members are distributed in proportion to their business balances at the end of the previous financial year. In the distribution of profits, the payments made for the share in the past financial year must also be taken into account from the first day of the calendar quarter following the payment. The profit accruing to the members is attributed to the business balance until the business share has been reached or a business balance reduced by a loss has been replenished.
(1) The General Assembly decides on how to cover an annual deficit.
(2) Insofar as a net loss for the year is not carried forward to new account or covered by using the other earnings reserves, it must be covered by the statutory reserve or the capital reserve or by depreciation from the business assets of the members or by these measures at the same time.
(3) If the business assets are used to cover losses, the share of the loss attributable to the individual member is calculated according to the ratio of the shares taken over or the shares to be taken over by all members in accordance with the articles of association at the beginning of the financial year in which the loss occurred.
Liquidation
After the dissolution, the cooperative is liquidated. For the distribution of the assets of the cooperative, the law applies with the proviso that surpluses are distributed to the members in proportion to the business assets.
Notices
(1) Unless otherwise stipulated by law or in the articles of association, the announcements of the cooperative are published on the cooperative’s publicly accessible website, the annual financial statements and the statutory management report as well as the documents specified in § 325 HGB are only published in the Federal Gazette.
(2) The announcement shall state the names of the persons from whom it is based.
Place of jurisdiction
The place of jurisdiction for all disputes between the member and the cooperative arising from the membership relationship is the local or regional court that is responsible for the registered office of the cooperative.
Membership
The cooperative becomes a member of the
Cooperative Association – Association of Regions e.V., Hanover