Statutes
General Information
§ 1 Name, Domicile, Registration, Fiscal Year, Place of Fulfilment and Jurisdiction
- The club was founded in 2004 and bears the name VW Beetle Club Última Edición e.V..
- It has its domicile in Mönchengladbach and is entered in the Register of Associations at Mönchengladbach Local Court under number 18 VR 2296.
- The fiscal year is the calendar year.
- The place of fulfilment and jurisdiction for all rights and obligations arising from these statutes and for all claims, receivables and liabilities of the association is Mönchengladbach.
§ 2 Purpose of the Association
- The purpose of the Association is directly and exclusively the preservation and maintenance of Volkswagens of the "Beetle" type, in particular of the last "Última Edición" model built, as a cultural asset.
- The purpose of the statutes is realised in particular by
- Organising events and social activities related to the Beetle,
- Public presentation of the vehicles,
- Promoting the community of Beetle drivers,
- Establishing and maintaining contacts with national and international associations with the same aims.
- To provide technical, historical and theoretical knowledge of the Beetle and to assist in the procurement of spare parts.
- Dissemination of information about the Beetle and exchange of experience between Beetle drivers. Announcements and publications of the club are mainly published via internet services. The club's homepage is www.k-ue.de.
§ 3 Status as a non-profit organisation
- The Association pursues exclusively and directly charitable purposes within the meaning of the section "tax-privileged purposes" of the German Fiscal Code (Abgabenordnung).
- It is a non-profit organisation and does not primarily pursue its own economic interests. All funds of the Association may only be used for statutory purposes.
- The Association is politically and religiously neutral and is run according to democratic principles.
- Members shall not receive any benefits from the funds of the Association. No person may be favoured by expenditure alien to the purpose of the Association or by disproportionately high remuneration.
- Resigning members shall have no claim against the Association for payment of the value of any share in the assets of the Association.
Membership
§ 4 Acquiring Membership
- Membership is open to all natural and legal persons who support the aims of the Association.
- Membership is acquired by acceptance. A written application for membership must be submitted to the Executive Committee. Admission to the Association shall be subject to the member's undertaking to participate in the direct debit procedure for the duration of the membership.
- The application for membership of a person with limited or no legal capacity must be submitted by the legal representative(s). The legal representative(s) of underage members of the Association undertakes to cover the membership fees of the underage person(s) represented with the application for admission.
- Admission shall be decided by resolution of the Executive Committee. Membership begins with the passing of the resolution. The member shall receive written confirmation of acceptance. By accepting membership, the member accepts the statutes and regulations of the Association in their current version.
- There is no right to admission. Reasons need not be given for refusal of admission.
§ 5 Types of membership
- The Association shall consist of
- ordinary members
- junior members
- supporting members
- honorary members.
- Ordinary members are natural persons over the age of 18.
- Junior members are individuals under the age of 18.
- Supporting members are natural or legal persons who support the Association materially or ideally, without any rights or obligations arising from their membership.
- Honorary members are exempt from paying dues. They have the right to vote.
§ 6 Honours
- Persons who have rendered outstanding services to the Association may be appointed Honorary Members and Honorary Chairmen.
- Further details are set out in the Honorary Rules.
§ 7 Termination of Membership
- Membership ends
- by resignation from the Association (cancellation);
- Expulsion from the Association (§ 8);
- on death;
- Liquidation of the Association;
- by loss of legal capacity of legal entities.
- Withdrawal from the Association (cancellation) shall be effected by written declaration to the Executive Committee. Withdrawal may only be declared at the end of a year with a notice period of 4 weeks.
- Upon termination of membership, for whatever reason, all claims arising from the membership relationship shall lapse. This shall not affect any outstanding obligations arising from the membership, in particular any outstanding membership fees. Any property belonging to the Association shall be returned to the Association or the value thereof shall be reimbursed. The resigning member or his/her heirs shall not be entitled to a refund of overpaid contributions.
§ 8 Expulsion from the Association
- Members may be expelled if they
- does not fulfil his payment obligations despite a written reminder;
- Culpably commits gross violations of the statutes and regulations;
- grossly violates the interests of the Association and its objectives.
- The Executive Committee shall decide on expulsion on application. Every member has the right to submit an application.
- The petition for expulsion shall be sent to the member concerned, together with the reasons for the expulsion. The member concerned shall be invited to respond to the request for expulsion within a period of three weeks. At the end of this period, the Executive Committee shall decide on the application, taking into account any comments received in good time from the member concerned.
- The Executive Committee shall decide by a simple majority.
- The decision shall take effect upon notification to the member concerned.
- The member must be informed of the decision and the reasons for it.
- The member concerned shall have the right to appeal to the Court of Arbitration. The appeal must be submitted to the Arbitration Tribunal within two weeks of receipt of the exclusion decision. The appeal must be substantiated. The appeal has no suspensive effect.
- The Arbitration Tribunal shall make a final decision on the appeal.
- The member's rights shall be suspended until the conclusion of the internal proceedings of the Association.
Members' rights and obligations
§ 9 General rights
All members shall have the right to attend meetings and events of the Association in accordance with the provisions of these Statutes, to submit proposals and to make use of all material and non-material services generally offered by the Association. If capacity is limited, the principle of priority applies.
§ 10 Voting and Election Rights
- All members who have attained the age of 18 years shall have full voting rights. For the purposes of this Statutes, the right to vote shall mean the active right to vote. The right to vote shall mean the right to stand for election.
- Members under the age of 18 but over the age of 16 shall have full voting rights. However, they may not stand for election to the Board of Management.
- Members who have not reached the age of 16 shall not be entitled to vote or to stand for election. However, a legal representative may exercise the right to vote in the General Assembly on behalf of the young person.
- The right to vote shall be suspended if all or part of the subscription is in arrears, unless it has been deferred or waived.
§ 11 Contributions, Fees, Collection of Contributions
- A membership fee and an admission fee shall be payable. Fees and charges may be levied for special services provided by the Association.
- The amount of the membership fee, the admission fee and the fees for special services provided by the Association, as well as the due date of the membership fee, shall be determined by resolution of the Executive Committee. Contributions may be set at up to six times the annual subscription.
- Resolutions concerning the fixing of subscriptions shall be notified to members in writing.
- Members shall keep the Association informed of any changes in their bank details and address.
- Members who have granted the Association a SEPA Direct Debit Mandate shall have their subscription collected on the due date.
- If the direct debit cannot be collected for reasons for which the member is responsible, any resulting bank charges shall be borne by the member.
- If the membership fee has not been received by the Association by the due date, the member shall be in default without further notice. The outstanding subscription shall then bear interest at 5 percentage points above the base rate in accordance with Section 247 of the German Civil Code (BGB) until it is received in accordance with Section 288 (1) of the German Civil Code (BGB).
- The Association shall have the right to enforce the payment of subscriptions both in and out of court. The costs incurred shall be borne by the member.
- In justified individual cases, the Board may waive or defer membership fees or obligations in whole or in part, or waive the right of members to participate in the direct debit system.
- Honorary Members and Honorary Chairmen shall be exempt from subscriptions.
§ 12 Regulatory Authority of the Association
Every member shall be bound to observe and comply with the provisions of this Statutes and the Regulations of the Association and, in particular, to abide by the instructions and decisions of the bodies of the Association.
§ 13 Handling of Association Inventory
Members who are provided with Club-owned vehicles or equipment are responsible for their care. In the event of culpable damage, the member will be liable for the cost of repair.
The Organs of the Association
§ 14 The Organs of the Association
The organs of the association are
- The General Assembly
- The Executive Committee
- The Court of Arbitration.
§ 15 Remuneration of Board Members, Reimbursement of Expenses, Paid Work
- The offices of the Association and its bodies shall in principle be held on an honorary basis, unless otherwise provided for in these Statutes.
- If necessary and taking into account the financial circumstances and the budgetary situation, the General Assembly may decide that the offices of the Association and its bodies shall be exercised against payment on the basis of an employment contract or against payment of a lump sum for expenses. The Board shall decide on the commencement, content and termination of such contracts. If necessary and taking into account the financial circumstances and the budgetary situation, the Board may award contracts for activities on behalf of the Association to third parties in return for appropriate remuneration or compensation.
§ 16 The Ordinary General Assembly
- The supreme body of the Association is the General Assembly.
- An ordinary General Assembly shall be held once a year.
- The General Assembly shall be convened by the Executive Committee by giving two weeks' notice to all members, stating the agenda. The notice period shall commence on the day following the dispatch of the invitation. The Board sets the agenda by resolution.
- The invitation shall be sent by e-mail to the last known e-mail address. The invitation shall also be published on the website of the Association.
Every duly convened General Assembly is quorate regardless of the number of members present. - Decisions of the General Assembly shall be taken by a simple majority of the valid votes cast. In the event of a tied vote, a motion shall be deemed rejected. Abstentions shall be considered as invalid votes. Amendments to the Statutes require a majority of three quarters of the valid votes cast.
- Minutes shall be kept of the proceedings of the General Meeting and shall be signed by the Chairman of the meeting and the Secretary. Further details are set out in the Rules of Procedure.
§ 17 Responsibilities of the General Assembly
The General Assembly shall be responsible for, inter alia, the following matters of the Association
- To receive the reports of the Executive Committee;
- To receive the reports of the Auditors;
- Discharge of the Executive Committee;
- Election and dismissal of members of the Executive Committee;
- Election and dismissal of the members of the Court of Arbitration;
- Election and dismissal of the Auditors;
- Amendments to the Statutes and resolutions on the liquidation or merger of the Association;
- Resolutions on motions.
§ 18 The Extraordinary General Meeting
The Executive Committee may call an Extraordinary General Meeting at any time. Such a meeting shall be called if the interests of the Association so require or if 25% of all members request such a meeting in writing, stating the purpose and reasons, addressed to the Executive Committee. Article 16 shall apply mutatis mutandis to the Extraordinary General Meeting.
§ 19 The Executive Committee
- The Executive Committee consists of
- The President
- the Vice-President
- three other members of the Executive Committee, and
- the Honorary Chairman(s), if any.
- The executive committee in the sense of § 26 BGB consists of the president and the vice-president. They jointly represent the Association.
- The members of the Executive Committee are elected by the General Assembly. The term of office shall be five years. Re-election is possible. Elections are held individually.
- Only a natural person with unlimited liability can be a member of the Executive Committee. The members of the Executive Committee must also be full members of the Association. A member of the Committee may not be a member of the Committee of another association whose purpose is also related to the VW Beetle.
- The Honorary Chairman(s) shall only have an advisory role in the Executive Committee and shall not have the right to vote.
- The members of the Executive Committee shall each have one vote in the meeting of the Executive Committee. In the event of a tied vote, the President shall have the casting vote. Meetings shall be convened by the President. The Executive Committee is quorate if at least three members of the Executive Committee are present. Members of the Executive Committee shall also be deemed to be present if they participate in a meeting of the Executive Committee by telephone and take a decision.
- The Executive Committee may delegate the conduct of certain Executive Committee business or other Association matters to committees or individuals. Such committees or individuals may only represent the Association externally with written authority signed by at least half of the members of the Executive Committee.
- The Executive Committee may adopt rules of procedure for the Executive Committee. They must be adopted by a majority of the votes of all the members of the Executive Committee. The rules of procedure of the Executive Committee shall at least include the allocation of business areas and tasks of the individual members of the Executive Committee.
- The Executive Committee shall remain in office after the expiry of its term of office until a new Executive Committee has been elected. Absent members may be elected if they have previously agreed in writing to stand for election. If a member of the Executive Committee resigns prematurely, the Executive Committee may, by resolution, appoint a successor for the remainder of the resigning member's term of office.
- Resolutions of the Executive Committee shall be recorded in the minutes.
§ 20 Duties of the Executive Committee
The Executive Committee shall be responsible for the management and administration of the Association. It is responsible for all tasks that are not assigned to another body of the Association by the Articles of Association or the Regulations. These include in particular
- Management of the day-to-day business
- Determination of contributions, admission fees and fees for special services provided by the Association and their due dates
- Preparing and convening the General Assembly and drawing up the agenda
- Carrying out the decisions of the General Assembly
- Preparation of any financial plan, bookkeeping, preparation of the annual report, presentation of the annual plan
- Deciding on applications for admission and exclusion of members
- Resolutions on honours
- Amendments to the Statutes required for formal reasons by regulatory, judicial or financial authorities. These changes to the Statutes must be notified to all members in writing by email within four weeks and published on the website.
§ 21 Limitation of the power of representation
Internally, the Executive Committee shall require the prior approval of the General Assembly for the conclusion of legal transactions of any kind with an individual transaction value of more than €10,000.00.
§ 22 The Court of Arbitration
- The Arbitration Agreement shall apply to disputes between the Association and its members or between members. In particular, this Agreement shall apply where the Association's penalties or other decisions are to be reviewed and arbitrated.
- The Court of Arbitration replaces the ordinary legal procedure. Its decision shall be binding. Recourse to the German courts is excluded.
The members of the Court of Arbitration are personally and objectively independent. As a neutral third party institution, the Arbitration Tribunal is not subject to any instructions from the organs of the Association or its members. - The Board of Arbitration consists of the Chairman and two assessors. It thus consists of three members.
- The members of the Board of Arbitration are elected by the General Assembly for a period of five years. The person who receives the most votes is elected chairman.
- The term of office ends only with the election of a new Board of Arbitration.
- No person may be an arbitrator who is subject to the grounds for disqualification under Section 41 of the German Code of Civil Procedure (ZPO) or who is a board member of another association whose purpose also concerns the VW Beetle.
- The proceedings before the arbitration tribunal shall be governed by the Rules of Arbitration.
Other regulations
§ 23 Auditors
- The General Assembly shall elect two Auditors, who may not be members of the Executive Committee.
- The term of office of the Auditors shall be the same as that of the entire Executive Committee. Re-election is allowed.
- Once a year the Auditors shall audit the entire funds of the Association, including all accounts, accounting documents and receipts, and shall submit a report to the General Assembly.
§ 24 Bylaws
- The Executive Committee is authorised to adopt the following rules by resolution:
- Rules of the Board
- Code of Honour
- Financial Regulations
- Rules of Procedure
- The Court of Arbitration shall be empowered by resolution to adopt rules of arbitration.
- The Rules shall not form part of the Statutes.
§ 25 Liability of the Association
- Volunteers and Committee Members or Officers shall only be liable for damages to members and the Association caused by them in the course of their voluntary work in cases of intent and gross negligence.
- The Association shall not be liable internally to members for damage caused by negligence to members when using the Association's facilities or equipment or at Association events, unless such damage is covered by the Association's insurance.
§ 26 Data Protection in the Association
- In order to fulfil the purposes of the Association, personal data relating to the personal and factual circumstances of members shall be stored, transmitted and modified within the Association in accordance with the legal provisions of the Federal Data Protection Act (BDSG).
- Every member of the association has the right to
- Information about the personal data stored about him/her;
- Correction of the personal data stored about him/her, if it is incorrect;
- Blocking of personal data stored about him/her if, in the case of alleged errors, neither their accuracy nor their inaccuracy can be proven;
- Deletion of the personal data stored about him/her, if the storage was unauthorised.
- The bodies of the Association, all employees or other persons working for the Association are prohibited from processing, disclosing, making available to third parties or otherwise using personal data without authorisation for purposes other than the fulfilment of their respective duties. This obligation shall survive the departure of the aforementioned persons from the organisation.
Final clauses
§ 27 Liquidation
- The liquidation of the Association may only be decided at a General Meeting called for that purpose. A two-thirds majority of the valid votes cast is required for the dissolution of the Association.
- Unless the General Assembly decides otherwise, the President and Vice-President shall be appointed liquidators of the Association in the event of liquidation.
- In the event of the liquidation or cancellation of the Association or in the event of the cessation of tax-privileged purposes, the Association's assets remaining after liquidation shall be transferred to Carl und Marisa Hahn-Stiftung, Wolfsburg, which shall use them exclusively and directly for charitable purposes.
- In the event of a merger with another association, the assets remaining after liquidation of the association shall be transferred to the newly formed merger association or the absorbing association, which must use them exclusively and directly for charitable purposes.
§ 28 Validity of these Statutes
- These statutes were approved by the General Assembly on 6 June 2014.
- These statutes come into force upon registration in the Register of Associations.
- All previous statutes will then become invalid.