Statute

Version dated 29/06/2020

Section 1: Name, registered address, financial year
1.1 The name of the Association is CDH-Wirtschaftsverband für Vertrieb e. V. and it is entered in the Register of Associations. It is a voluntary member of the Centralvereinigung Deutscher Wirtschaftsverbände für Handelsvermittlung und Vertrieb (CDH) e. V., Berlin [Federal Association of German Associations for Commercial Agencies and Distribution].
1.2 The registered address of the Association is in Stuttgart.
1.3 The financial year of the Association corresponds to the calendar year.

Section 2: Purpose of the Association
2.1 The task of the Association is to safeguard and promote the economic, professional and social interests of its members, as well as to look after the interests of all parties involved in sales (sales sector).
2.2 Its tasks particularly include:
2.2.1 representing the interests of the business sector vis-à-vis parliaments, governments, authorities, corporations under public law and other institutions and associations at federal and state level as well as vis-à-vis the European Union and advising these bodies on matters related to the business sector,
2.2.2 upholding and promoting the public image of the business sector as well as highlighting the economic and social significance of companies belonging to the business sector,
2.2.3 ensuring transparency of the importance of the business sector through surveys, in particular, through the initiation of research work, such as statistics, company comparisons, survey campaigns and scientific work relating to sales,
2.2.4 contributing to the safeguarding of the business sector by promoting training opportunities in member companies and by promoting management qualifications in sales companies, promoting and fostering suitable young professionals and supporting business start-ups in sales,
2.2.5 combating unfair competition of any kind and all business methods that violate good commercial practice,
2.2.6 ensuring the efficiency, success and competitiveness of its members through solid support and advice on legal, tax, business and social issues, whereby the information and advice can be provided by third parties at the request of the Association,
2.2.7 promoting sales through contacts with European institutions and with foreign missions in Germany and thereby promoting import via its members.
2.3 The work of the Association serves the general interests of the business sector. The Association does not pursue any political or religious objectives, or any commercial objectives of its own.
2.4 The Association may conclude collective agreements for the purpose of uniform regulation of the working conditions of the members’ employees through resolutions adopted by the Members’ Assembly, or participate in collective agreements concluded by other employers‘ associations. Furthermore, the Association may represent its members in their capacity as employers in legal disputes with members’ employees before the labour courts.

Section 3: Requirements and acquisition of membership
3.1 Any natural or legal person, as well as any partnership involved in sales, can become a member of the Association. Legal persons are represented by their statutory representatives. Employees of member companies are not members within the meaning of Section 3, unless they obtain membership autonomously. Employees of member companies may, however, assume honorary positions. Further details about membership are governed by the Membership Fee Regulations, which are adopted by the Members’ Assembly at the request of the Board of Directors.
3.2 The membership application must be sent in writing to the office of the Association. If the membership application is accepted, membership becomes effective upon notification thereof to the member, whereby the electronic form is deemed sufficient.
3.3 The membership application may be rejected by the General Managing Director of the Association if the requirements for membership are not satisfied or if the personal circumstances of the applicant give rise to good cause precluding admission to the Association. No appeal can be lodged against refusal of the application.

Section 4: Rights and obligations of the members
4.1 Every member has the same rights and is entitled to use the facilities and services of the Association within the scope of their intended purpose, unless otherwise stated in the Membership Fee Regulations or the Rules of Procedure. Any liability on the part of the Association resulting therefrom is excluded.
4.2 The Association can represent the interests of individual members directly vis-à-vis third parties only if this is legally permissible and otherwise compatible with the overall interests of the Association.
4.3 The individual services of the Association are regulated by the Rules of Procedure, which are adopted by the Board of Directors at the request of the Management.
4.4 Members are entitled to use the abbreviation “CDH” and the CDH logo in the specified form for the duration of their membership.
4.5 The exercise of the rights associated with membership requires compliance with the membership obligations.
4.6 The member agrees to be bound by the Statute of the Association and the resolutions adopted in accordance with the Statute by the organs of the Association and its subdivisions.
4.7 The member is obliged to promote the purpose of the Association and to conduct their business according to the principles of a prudent businessman, in particular, to abstain from any unfair competition, both in the course of their business and in respect of their colleagues.

Section 5: Membership fees
5.1 The Association charges its members an admission fee and an annual fee.
5.2 The amounts of the admission fee and the annual fee, their due dates, the collection procedure and all other provisions related to the collection of fees are governed by the Membership Fee Regulations, which are adopted by the Members’ Assembly at the request of the Board of Directors.
5.3 The Association may suspend the provision of its services to members who are more than 3 months in arrears with the payment of the respective fees.

Section 6: Termination of membership
6.1 Membership ends:
6.1.1 upon termination by the member,
6.1.2 upon the member’s death or cessation of the legal person or partnership,
6.1.3 upon removal from the membership file,
6.1.4 upon exclusion from the Association,
6.1.5 upon expiry of trial membership.
6.2 Membership can be terminated at the end of any given calendar year, subject to a notice period of 3 months, by sending a registered letter to the office of the Association. If a member receives legal advice in the course of the calendar year in which they join the Association, their membership may not be terminated until the end of the second following year at the earliest.
6.3 A member may be removed from the membership file:
6.3.1 if, despite a written reminder having been issued, the member is more than 3 months in arrears with the payment of the membership fee,
6.3.2 if a requirement for membership in accordance with Section 3 no longer applies.
No appeal can be lodged against removal from the membership file.
6.4 Any statutory organ of the Association may submit a request to the Board of Directors to exclude a member from the Association.
6.4.1 The Board of Directors may decide to exclude a member from the Association if the latter grossly violates the Statute, statutory resolutions adopted by the organs of the Association, or the interests of the Association, or if the Board of Directors otherwise has good cause to do so.
6.4.2 Before the respective decision is taken by the Board of Directors, the member must be granted a period of four weeks to provide a justification, either in person or in writing.
6.4.3 The decision of the Board of Directors on the exclusion of a member must be communicated to the person concerned by registered letter stating the respective reasons. No appeal can be lodged against exclusion.
6.4.4 If an exclusion request pursuant to Section 6.4 has been submitted against a member, they may not exercise an honorary position or stand for election for an honorary position until the Association’s proceedings have been completed.
6.5 The termination of membership, for whatever reason, does not affect the obligation to pay the membership fee for the current financial year. Upon termination of membership, any entitlement of the departing member to the assets of the Association shall expire.

Section 7: Organs of the Association
The organs of the Association are the Members’ Assembly, the Board of Directors and the Management.

Section 8: Members’ Assembly
8.1 The highest organ of the Association is the Member’s Assembly, which is also referred to as the General Assembly. It is composed of the members of the Board of Directors (Section 12) and the members of the Association as defined in Section 3.1.
8.2 Guests may be admitted by a resolution of the Board of Directors.
8.3 The Members‘ Assembly meets once every financial year, in the first half of the year. The time and place of the Members‘ Assembly are decided by the Board of Directors. The Members‘ Assembly is convened by the President with a notice period of 4 weeks, stating the place, time and agenda. The attendees are invited by circular letter sent to the Board of Directors, the members and parties entitled to participate in accordance with Section 8.2, whereby the electronic form is deemed sufficient.
8.4 The Members’ Assembly is chaired by the President. The Members‘ Assembly is deemed to constitute a quorum if it has been properly convened in accordance with Section 8.3.
8.5 Proposals for the Members‘ Assembly can be submitted by the organs of the Association and by any member. The proposals must be received by the office of the Association 3 weeks prior to the Members‘ Assembly.
8.6 The Members‘ Assembly can allow urgent proposals to be adopted immediately.
8.7 An attendance list and minutes of the Members’ Assembly must be recorded and subsequently retained by the office of the Association. Each member may request a copy of the minutes, whereby electronic transmission is deemed sufficient.
8.8 Notwithstanding Section 8.3, the Members‘ Assembly may also be held virtually (online procedure) in a chat room that is only accessible to members by using their identification data and a unique access code. In the online procedure, the password that is only valid for the current Members’ Assembly shall be communicated in a separate email a maximum of 3 hours prior to the Members’ Assembly. The procedure shall be deemed to have been complied with so long as the e-mail is properly sent to the last e-mail address provided by the member. Members who do not have an email address will receive the password by post to the last address provided by the member. The procedure shall be deemed to have been complied with so long as the letter is properly despatched two days prior to the Members’ Assembly. All members are obliged not to make their identification data and password accessible to third parties and to maintain strict confidentiality in respect thereof.

Section 9: Tasks of the Members’ Assembly
9.1 In addition to the tasks set out in this Statute, the Members‘ Assembly is particularly responsible for:
9.1.1 the receipt of the annual report from the Board of Directors and the Management, as well as the financial statements and the auditor’s report,
9.1.2 the discharge of the Board of Directors and the Management,
9.1.3 the setting of the budget,
9.1.4 the election of 2 auditors, who may not be members of the Board of Directors, for a period of 3 years,
9.1.5 the resolution on the appointment of honorary members of the Association as proposed by the Board of Directors,
9.1.6 the establishment of committees to address particular issues.
9.2 At the request of the Board of Directors, the Members‘ Assembly may remove an honorary officer from their position if there is good cause to do so that results from a violation of their official duties. No appeal can be lodged against such decision.

Section 10: Adoption of resolutions
10.1 Each member present at the Members’ Assembly has one vote. No transfers of voting rights are permitted.
10.2 The Members‘ Assembly adopts resolutions with a simple majority of the votes cast, unless otherwise stipulated in this Statute.
10.3 A resolution amending the Statute may only be adopted if this is provided for in the agenda. An amendment to the Statute requires a qualified majority of two thirds of the votes cast.
10.4 A resolution on the dissolution of the Association may only be adopted if this is provided for in the agenda and the respective proposal is submitted by at least two thirds of eligible voters in accordance with Section 8.1. A resolution on the dissolution of the Association requires a roll-call vote and a qualified majority of three quarters of eligible voters in accordance with Section 8.1.

Section 11: Extraordinary Members’ Assembly
11.1 If deemed necessary, the Board of Directors may convene an extraordinary Members‘ Assembly.
11.2 The Board of Directors must convene an extraordinary Members‘ Assembly if more than a third of the members of the Association request this by specifying the subject matters to be discussed.
11.3 Section 8, with the exception of Section 8.3 sentences 1 and 2, as well as Section 10 shall apply accordingly.

Section 12: Board of Directors
12.1 The Board of Directors within the meaning of Section 26 of the German Civil Code [BGB] includes the President, also referred to as the Chairperson, and up to 8 further board members. Following election, the Board of Directors decides which other board member shall be granted the sole power of representation. All board members must be and remain members of the Association or their statutory representatives as defined in Section 3.
12.2 The President and the board member granted the sole power of representation shall each be entitled to represent the Association alone. The remaining board members represent the Association together with the President or the board member granted the sole power of representation.
12.3 The board member granted the sole power of representation is obliged not to make use of their sole power of representation unless the President is prevented from doing the same.

Section 13: Election of the Board of Directors, term of office
13.1 The election of the President by the Members‘ Assembly (Section 8) may be held as an open ballot upon request, provided that no objections are raised by any eligible voters. Otherwise, it must be held as a secret ballot. The candidate who receives an absolute majority of the votes cast in the first ballot is elected. If this majority is not achieved, a second ballot (runoff ballot) must be held. The candidate who receives the most votes is then elected. If there is a tie, another ballot takes place, and if there is yet another tie, the result shall be decided by drawing lots.
13.2 The maximum of 8 further board members are elected by the Members‘ Assembly (Section 8) in a joint ballot. The election may be held as an open ballot upon request, provided that no objections are raised by any eligible voters. Otherwise, it must be held as a secret ballot. Each eligible voter has as many votes as the number of the further board members to be elected, with accumulation excluded. The candidates who receive the most votes are elected. If there is a tie in the last place between the candidates competing for the position of further board members, a runoff election must be held; if there is yet another tie, the result shall be decided by drawing lots.
13.3 The election of board members is conducted by an Election Supervisor, who is elected by the Members‘ Assembly.
13.4 The term of office of board members ends on the third ordinary Members’ Assembly following their election. In any case, the Board of Directors remains in office until such a time as a new Board of Directors has been elected.
13.5 If a board member leaves office during the term of office, a by-election for the remainder of their term of office shall be held on the following ordinary Members‘ Assembly. Until the by-election, the other board members exercise the task of the Board of Directors, which continues to be considered complete within the meaning of the Statute during this period.

Section 14: Tasks of the Board of Directors, adoption of resolutions
14.1 The Board of Directors governs the Association according to law, the Statute and the resolutions of the Members’ Assembly.
14.2 Board meetings are convened by the President with at least one week’s notice, and are presided over by the same. The agenda must be specified in the invitation letter, with the electronic form deemed sufficient. An attendance list and minutes of each board meeting must be recorded and subsequently retained by the office of the Association. Each board member receives a copy of the minutes, whereby the electronic form is deemed sufficient.
14.3 The Board of Directors is deemed to constitute a quorum if at least 4 members are present. Resolutions are passed with a majority of the members present. In the event of a tie vote, the vote of the President shall be decisive.
14.4 In urgent cases, a board resolution may be passed by telephone, or through electronic or written channels. The result of such a resolution adoption process must be made known to all the board members and the Management immediately in writing, whereby the electronic form is deemed sufficient.
14.5 The Board of Directors prepares the annual report, the financial statements for the previous financial year, and the budget for the current financial year, which are subsequently presented to the Members‘ Assembly by the President.
14.6 The Board of Directors can decide on financial regulations in respect of transactions that are binding for the Association under property law.
14.7 Every board member may participate in all meetings and events of organs and committees of the Association and its divisions in an advisory capacity.
14.8 The Board of Directors may appoint committees and honorary officers to support particular professional issues. If necessary, the Board of Directors must adopt Institute Regulations in which the structure of the Association is to be regulated.

Section 15: Management
15.1 The Board of Directors appoints one or more Managing Directors to conduct the day-to-day operations of the Association. If there are several Managing Directors, a General Managing Director must be appointed. Within the framework of the guidelines provided by the Board of Directors, in its work, the Management must safeguard the interests of all members according to the principles laid down in this Statute.
15.2 The Management may participate in all meetings of organs and committees of the Association and its divisions in an advisory capacity.

Section 16: Districts, District Representatives
16.1 The territory of the Association is divided into regional districts. The regional division into 11 districts that existed at the time of the Members‘ Assembly 2013 shall continue until such a time as, at the request of the Board of Directors, the Members‘ Assembly adopts another regional division of the territory of the Association, with a qualified majority of two thirds of the votes cast.
16.2 The District Representatives are responsible for performing the tasks of the Association, promoting its interests at the district level and attending to local issues.
16.3 If there is more than one District Representative in any one district, the representatives of the respective district shall elect a President and a Deputy within one month of the Members’ Assembly during which the election is held. The election may be held as an open ballot upon request, provided that no objections are raised by any eligible voters. Otherwise, it must be held as a secret ballot. The candidate who receives an absolute majority of the votes cast in the first ballot is elected. If this majority is not achieved, a second ballot (runoff ballot) must be held. The candidate who receives the most votes is then elected. If there is a tie, another ballot takes place, and if there is yet another tie, the result shall be decided by drawing lots.
16.4 The term of office of District Representatives ends on the third ordinary Members’ Assembly following their election.

Section 17: Election of District Representatives
17.1 For every 50 members of the Association as defined in Section 3 or fraction thereof, one District Representative is to be elected for the Members‘ Assembly, whereby the actual number of representatives of the individual districts (Section 16.1) shall depend on the respective number of members as defined in Section 3 in the district. The number of members as of 1st January of the year in which the election is held shall be decisive. An equal number of substitute representatives may be elected to stand in for District Representatives if the latter should be prevented from performing their duties. Sections 17.2 – 17.7 apply accordingly.
17.2 The election of the District Representatives is held individually in each district. It must be held as a bloc vote provided that the number of candidates does not exceed the number of representatives to be elected in the respective district. The bloc vote may be held as an open ballot upon request, provided that no objections are raised by any eligible voters. Otherwise, it must be held as a secret ballot. The candidates with the highest numbers of votes are elected until the number of representatives to be elected is reached. If there is a tie between several candidates competing for the last position to be awarded, a runoff election shall take place; if there is yet another tie, the result shall be decided by drawing lots.
17.3 All members present in accordance with Section 8.1 are entitled to vote, with each eligible voter having one vote.
17.4 The election is conducted by an Election Supervisor, who is elected by the Members‘ Assembly.
17.5 The term of office of District Representatives ends on the third ordinary Members’ Assembly following their election.
17.6 If a District Representative leaves office during the term of office, a by-election for the remainder of their term of office shall be held on the following ordinary Members‘ Assembly.
17.7 Members of the Association’s Board of Directors may, at the same time, hold the office of a District Representative.

Section 18: Regional professional associations
18.1 For the purpose of supporting particular professional issues, a regional professional association can be formed for each professional group. The Board of Directors decides on the classification and grouping of the regional professional associations after consulting the professional associations concerned.
18.2 Each member is expected to belong to a regional professional association and may belong to several regional professional associations of their choice.
18.3 The Board of Directors appoints a President of the regional professional association and their Deputy for a period of 3 years.
18.4 The President of the professional association or, should they be prevented from doing so, their Deputy, is the delegate of their professional association in the relevant professional association at the federal level.
18.5 The President convenes the meetings of the regional professional association by circular letter sent to the members of the regional professional association, stating the agenda, whereby the electronic form is deemed sufficient; A notice period of two weeks must be observed. The minutes of each meeting must be recorded and subsequently retained by the office of the Association.
18.6 Resolutions adopted by the regional professional associations must not contradict this Statute, resolutions of the Members’ Assembly or the Board of Directors.

Section 19: Assets
19.1 The assets of the Association are held centrally; the divisions of the Association may not have their own assets. The assets of the Association may only be used for the purposes of the Association.
19.2 The assets of the Association are managed according to a financial regulation adopted by the Board of Directors.
19.3 If a resolution on the dissolution of the Association is passed in accordance with Section 10.3, a resolution must also be adopted on the use of the Association’s assets.

Section 20: Positions and remuneration
Members participate in the organs and committees of the Association and its divisions on a non-salaried basis. In order to exercise an honorary position within the Association, a member must exercise a professional activity within the meaning of Section 3.1 sentence 1, unless otherwise stated in Section 3.1 of the Statute or Section 2 of the Membership Fee Regulations. Any expenses incurred shall be reimbursed according to the guidelines of the Association, which are adopted by the Board of Directors.

Section 21: Place of jurisdiction
21.1 The place of fulfilment for the Association’s claims against its members is Stuttgart.
21.2 The Association’s place of jurisdiction is Stuttgart.

Section 22: Transitional provision
Should certain contents of the Statute preclude entry of the changes in the Register of Associations or recognition by the competent tax office, the Board of Directors shall be responsible for effecting the required changes.

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