The Articles of association of the M2M Alliance e.V.
Download: Articles of Association of M2M Alliance
1. Name, Headquarters, Business Year
1.1 The Association operates under the name M2M Alliance.
1.2 This name will be entered in the Register of Associations. Following registration, the Association will add the suffix e.V. to its name.
1.3 The headquarters of the Association are in Aachen.
1.4 The business year is the calendar year.
1.5 The Association is politically, ethnically and religiously neutral.
2. Purpose of the Association
2.1 The purpose of the Association is to represent the interests of those companies which offer components, services or solutions in the M2M sector and to increase the knowledge and acceptance of M2M solutions (components, services) by means of the appropriate measures.
Within this framework, the Association assumes responsibility for the following tasks:
- Marketing of the M2M topic
- Technical harmonization
- Networking for market participants
- Contact persons for associations, federations, political bodies, administrative entities and other organisations
2.2 The Association seeks non-profit status within the meaning of the German Tax Code (Section “Tax-Exempt Objectives”). The activities of the Association are selfless and are undertaken on a not-for-profit basis; the Association does not act primarily in its own economic interests.The funds of the Association may only be used for the purposes as defined within the articles. In their capacity as a member of the Association, members do not receive any contributions from the Association’s funds. No person may benefit from expenditure which is unrelated to the purpose of the Association, or from disproportionately high remuneration.
All holders of offices within the Association shall be active on a voluntary basis; they shall receive only the appropriate compensation which is commensurate with their services. Any decision on an amendment to the article must be submitted to the responsible financial authority prior to its registration with the Commercial Court of Registration.
3. Acquisition of Membership
The Association is open to any private person or company in accordance with the following rules and regulations:
3.1 In principle, a member of the Association may be any natural or legal person who is prepared to fulfil the purpose of the Association by active participation and contribution. Membership shall differ as follows according to commitment level.
3.1.1 Full members (legal entities/ companies) with full voting rights; any legal company can become a full member of the Association provided that it supports the goals of the Association. The company shall exercise its membership rights via a representative, to be appointed by the company.
3.1.2 Members with limited powers (no voting rights);
any legally competent, natural person who supports the purpose of the Association as a natural person, provided that such persons are active on the market as freelancers or individual enterprises. Natural persons can apply for membership with limited powers and no voting rights.
3.1.3 An associate member with limited powers (no voting rights);
any university, technical institute of higher education and research establishments which supports the purpose of the Association, provided that a relationship to M2M communications can be proven. The associate member can obtain membership with limited powers.
3.1.4 Honorary membership with limited powers (no voting rights);
any person who to a great extent deserves membership as a result of their promotion of the objectives of the Association, or in the general development of M2M communications, can be awarded honorary membership with limited powers and without voting rights.
3.1.5 Sponsoring member with limited powers (without voting rights). Any company or organisation which, or person who, sponsors the purpose of the Association by support with financial or material means or via external services and who has no voting rights.
3.2 The application for admission must be submitted in writing to the Board and must indicate whether the application is for full, personal, group, sponsor or associate membership.
3.3 With the application, the applicant recognises and accepts the Articles of Association in the event that he/she is admitted. A legal claim to admission does not exist.
3.4 The Board shall pass a motion to decide on the admission. The applicant must be informed of this decision; the decision does not require justification. If the Board rejects the application for admission, the affected party shall be entitled to appeal to the General Assembly. This meeting will make the final decision.
3.5 Membership shall commence with the admission decision and the deposit of the membership fee into the Association's account. For membership as an honorary member and/or honorary president, the special rules and regulations contained within this article shall apply.
3.6 The Board may nominate a member as an honorary member by unanimous decision. The honorary member must agree to the nomination.
4. Rights and Duties of the Members
4.1 The members undertake to support the interests and objectives of the Association and to observe the decisions, instructions and orders of the Bodies of the Association. Full members are required to actively support the purpose of the Association and to pay fees and contributions; sponsor members are required to pay fees; associate members are required to promote the purpose of the Association, however, they are not obliged to pay fees and contributions.
4.2 The members are entitled to use the facilities of the Association and to take part in events. Full members have the same voting rights in the General Assembly; sponsor members and associate members have an advisory vote and a general right to be informed on the activity and decisions of the Association. A transfer of voting rights shall only be possible to full members and shall require the written form.
4.3 Voting rights
5. Termination of Membership
5.1 Membership for natural persons shall terminate with the death of the member, for legal persons with the loss of the legal personality; furthermore it shall end as a result of resignation, disqualification, exclusion or cancellation of the membership.
5.2 The Board must be informed in writing of any resignation. Resignation shall be permitted subject to a notice period of six weeks by the end of each calendar year. To comply with this notice period, the timely submission of the letter of resignation to a member of the Board will be necessary.
5.3 Exclusion from the Association shall only be permitted for serious cause. The General Assembly shall decide on the exclusion upon application by the Board with a majority of 3/4 of members present. The Board must inform the member to be excluded in writing of its application at least two weeks prior to the General Assembly. A written statement submitted by the member must be read out in the General Assembly held to take the decision on the exclusion. Exclusion of the member shall take effect with the passing of the resolution. The Board shall inform the member in writing and without delay of the exclusion if the member was not present when the resolution was passed.
5.4 Membership may be cancelled if the member is in arrears by at least one annual fee payment and the outstanding sum has not been settled in full following a written reminder within three months of this reminder having been sent. The reminder must be sent via registered mail to the last known address of the member which is known to the Association. The reminder must indicate the pending cancellation of the membership. Cancellation will be decided by a Board resolution, which will not be announced to the respective member.
6. Membership Fees
6.1 An annual fee shall be payable.
6.2 The fee amount shall be determined by the General Assembly and will be established in a Schedule of Fees and Contributions.
6.3 The fee shall be payable in full and in advance.
6.4 The board may defer fees, or waive fees in full or in part.
6.5 An admission fee may be levied following a decision by the General Assembly.
6.6 Extraordinary fees in the form of charges shall be payable provided that this is necessary in order to manage projects specially covered by the purpose of the Association.
7. Bodies of the Association
7.1 The bodies of the Association are:
a) the Board
b) the General Assembly
8. Board and Executive Committee
8.1 The Board consists of the following according to the meaning of Section 26 of the German Civil Code (BGB):
a) the first Chairman
b) the second Chairman
c) the Secretary/Clerk
d) the Treasurer
8.2 The Secretary and Treasurer are representatives of the first Chairman. The Board may appoint an additional member to support its work who shall have an advisory role only and shall not be a member of the Board according to the German Civil Code (BGB) Section 26. The Board may form an Executive Committee.
8.3 The Executive Committee can consist of the Chairman, who is known as the “President” and the representatives. The President shall assume representative duties.
8.4 The Association will be represented in all matters both in and out of court by two Board members.
8.5 To manage ongoing business, the Board may appoint one or several managing directors. The managing directors shall act on his authority in the management of the affairs of the Association and in accordance with the decisions and resolutions of the Association and shall represent the interests of the Association outside of the Association.
8.6 The Board is elected by secret ballot by the General Assembly. Re-election is possible. The term in office is one year. The Board shall remain in office until a new election is held.
8.7 The office of a Board member shall end when the member leaves the Association. If a member leaves the Association before the end of his term in office, the Board will elect a substitute member for the remaining term of office of the member who has left the Association. The next General Assembly of the members following the departure of the member will hold an election to elect a new Board.
8.8 A number of different Board offices may not be held by one person. The President can be a member of the Board.
8.9 The actual authority of the Board shall be limited to action against third parties in such a way that the approval of the General Assembly shall be required for the purchase or sale, mortgaging and all other dispositions of and regarding land and land rights, as well as the drawing of a loan or application for credit which exceeds 5,000.00 Euros; the General Assembly may otherwise determine the transaction limit. Purely as a restriction in terms of its internal affairs and thus without effect with respect to a third party, the Board is herewith required to obtain the agreement of the General Assembly for any business not covered by the assets of the Association.
8.10 The Board shall make its decisions on the basis of a simple majority. Abstention from voting shall be counted as a rejection.
8.11 For evidentiary purposes, decisions taken by the Board must be recorded in minutes which must be signed by the Chairman of the meeting and by all Board members who have participated in the decision or resolution.
8.12 The Board shall receive appropriate compensation for its activities. Further details will be provided in the Schedule of Fees and Contributions.
9. General Assembly
9.1 The General Assembly must be convened:
a) where the interests of the Association so require it,
b) at least once a year in the first quarter of the calendar year,
c) in the event of the resignation of the Chairman of the Board, or of one of his two representatives from office, within a period of three months,
d) where the convocation of one third of all members is demanded stating the purpose and reasons.
9.2 The Board shall be required to submit an annual report and an annual financial statement on the preceding financial year to the General Assembly to be convened as above in sub-section 9.1; the General Assembly must decide on the final approval of the Board’s resolution.
9.3 The General Assembly must be convened by the Board in writing, observing a notification period of three weeks. This notification period shall commence with the sending of the invitation to the last known member’s address. The convocation of the general assembly must indicate the subject of the resolution process. Each member can submit a written application to the Board no later than one week prior to the date of the General Assembly requesting that additional items are added to the agenda. The Chairman of the General Assembly must then add the additional items to the agenda accordingly at the start of the meeting. The General Assembly shall decide on applications to add items to the agenda which are not submitted until the General Assembly takes place (urgent motions) after it has first established the urgency of the application by way of a simply majority of the members present.
9.4 The General Assembly shall decide in particular on:
a) the approval of the annual financial statement,
b) the discharge of the members of the Board,
c) the election of the Board, the assistant members and the members of the Executive Committee,
d) the fee level to be specified within the Schedule of Fees and Contributions,
e) amendments to the articles,
f) applications from the Board and the members,
g) appeals by rejected applicants,
h) the dissolution of the Association.
9.5 Every General Assembly convened correctly shall have a quorum.
9.6 For the amendment of an article, however, a majority of three quarters of the votes submitted shall be required and to dissolve the Association, a majority of four fifths shall be necessary. Decisions on amendments to articles, the dissolution of the Association and the election and dismissal of Board members may only be taken when the members have been notified of the applications on the agenda. The General Assembly has a quorum irrespective of the number of members present.
9.7 The agreement of all members of the Association will be required in the event of a change to the purpose of the Association. The agreement of those members not present at the General Assembly must be provided in writing.
9.8 Voting is performed by a show of hands. Upon the application of a minimum of 10% of members present and holding voting rights, voting can be performed in writing and as a secret ballot. A resolution is decided by the majority of members present. An abstention from voting by the members present shall count as a No vote. The application shall be deemed to be rejected in the event of a tied vote.
9.9 Minutes must be taken of the resolutions and decisions taken during the General Assembly. The minutes must be signed by the Chairman of the meeting and by the recording clerk. If several chairmen are active, the last Chairman of the General Meeting shall sign the full minutes. Each member is entitled to view the minutes.
10. Dissolution of the Association
10.1 The Association may be dissolved following a decision by the General Assembly.
10.2 Liquidation shall be performed by the Board unless the General Assembly elects another liquidator.
10.3 In the event of dissolution of the Association, the assets of the Association shall be transferred to the German Red Cross, which must use these assets directly and solely for the purpose of charitable, benevolent or religious purposes.
The above Article was drawn up during the inaugural meeting on 22.02.2007. The amendments to paragraphs 3 and 4 were approved during the extraordinary General Assembly on 09.09.2013.