Articles of Association

 

Competence Center ISOBUS e.V.
VR 200481

 

Albert-Einstein-Str. 1
49076 Osnabrück

 

phone: +49 541 5079 800
fax: +49 541 5079 8099
eMail: cci.ev@cc-isobus.com

 

Steuernummer: 66/275/01205
USt.-ID: DE264460032

Articles of Association

 

§1  Name / Seat

  1. The association bears the name “Competence Center ISOBUS”. It is to be registered into the register of associations. Upon registration, the association will bear the name affix “e. V.” [eingetragener Verein = registered association].
  2. Osnabrück is the seat of the association.

§2 Purpose of the association

  1. The association is dedicated to the implementation and promotion of the practical application of a uniform standard regarding ISOBUS (ISO 11783) in agricultural and related devices by influencing its standardization and certification and its establishment as an industrial standard.
  2. The association promotes research and teaching in the field of ISOBUS by means of cooperation with universities and offers internships and project work in this connection to students.
  3. In order to pursue its purpose, the association participates in international working groups, standard committees and other beneficial institutions.
  4. Any further activities suitable for the purpose of the association are not excluded.
  5. The activity of the association does not aim at economic operation and profit. It pursues its purposes solely and directly for the public benefit.
  6. The means of the association shall only be used for purposes according to the articles of association. The members of the association will not receive any benefits from the association’s funds.
  7. No person may benefit from expenses which do not relate to the purpose of the association or by disproportionally high remunerations.

§3 Membership

  1. The association has full and associate members. Associate members are either user members or honorary members.
    • Full members
      are natural persons and companies who contribute their previous research and development activities related to the purpose of the association to the association so as to directly support the purpose of the association.
    • Associate members
      are companies in the field of agricultural engineering or related fields interested in the purpose of the association. This also includes companies in the supplier industry. Furthermore, this includes universities, research institutions and other federations or their members who deal with issues promoting the purpose of the association (user members)
      or
      natural persons for special merits regarding the promotion of the targets pursued by the association within or outside the association (honorary members).
  2. The membership is voluntary. federations (groups or persons or legal entities) are represented by natural persons (member representatives) in the association. Their entitlement to represent a member cannot be limited in relation to the association.
  3. Verbände (Personengesamtheiten oder juristische Personen) werden im Verein durch natürliche Personen (Mitgliedsvertreter) vertreten.

§4 Acquisition of the membership

  1. The membership must be requested in writing.  Applications must be made using the forms of the association. The applicant must be provided with the association’s articles of association at the latest together with the application form.
  2. The members’ meeting passes resolutions regarding the admission as a full member with a majority of 2/3 of all full members.
  3. The board decides on the admission of user members. Before passing a resolution, it informs the ordinary members about the application. If the majority of the full members does not veto the admission as user member within 3 weeks upon receipt of the information, the board will pass a resolution on the application with a simple majority of votes.
  4. The honorary membership of the association is referred to the board. The board can only propose an honorary membership if 2/3 of the full members ask the board to do so.
  5. Upon passing of the resolution, the board will issue a written notification to the applicant.

§5 Termination of the membership

  1. The membership ends::
    1. upon voluntary resignation,
    2. upon death in case of natural persons,
    3. upon dissolution of the association (group of persons / legal entity),
    4. upon opening of an insolvency proceeding,
    5. upon exclusion.
  2. The voluntary resignation is possible with a notice period of 3 months to the end of a financial year. It must be made in writing and addressed to the board.
  3. In all other cases, the membership is terminated automatically when such an event occurs or when the relevant resolution can no longer be contested.
  4. The board can exclude a member by resolution requiring a majority of 2/3 of its members
    1. in case of a gross violation of the association’s interests,
    2. in case of considerable non-compliance with the rules of the association,
    3. in case of utilization of project results and know how of the association in non-compliance with the regulations stipulated and
    4. in case of a persistent violation of the member obligations in spite of a warning.
  5. Before passing the resolution, the board must give the member the opportunity to give a statement. The resolution of the board must be served to the member in writing.
  6. The member has the right to object to a resolution of their exclusion within 14 days upon receipt of the resolution in writing towards the board of the association. The objection must be substantiated. The board presents the objection in the next members’ meeting. Until a resolution is passed by the members’ meeting, the rights of the member are dormant.
  7. The members’ meeting will then pass a final resolution on the exclusion according to Section 8, para. 5 letter m of these articles of association. The members’ meeting can give the opponent the opportunity to give an additional statement.
  8. Upon termination of the membership, the member loses all rights in the utilization of project results and know how of the association which were not acquired individually by means of an agreement with the board or which were contributed to the association by the member themselves.

§6 Contributions

  1. The basis of the technical know how and knowledge of the association will be provided by the full members of the association by means of licenses. Furthermore, the association finances its activities by means of contributions of the members.
  2. Apart from the membership fee under no. 5, each of the full members is obliged to pay – in equal parts – amounts to a fund so that the fund assets are sufficient in order to cover the costs incurring to the association. They are also obliged to make additional payments in equal parts if further costs incur at the association’s instigation.
  3. Universities, research facilities and their members do not pay member fees as long as they do not use the findings and the know how of the association within the framework of any commercial activity or in any other commercial manner.
  4. Honorary members do not pay any contributions.
  5. All other members pay an annual contribution in the amount of EUR 5,000.00 per financial year of the association. Members who join the association in the 2nd half of a financial year pay EUR 2,500.00 in the first financial year.

§7 Bodies of the association

The bodies of the association are:

  1. the members’ meeting,
  2. the board,
  3. the managing director.

§8 Members’ meeting

  1. The members’ meeting consists of all members of the association independent of which group of members they belong to (all members).  It must be convened once per year by the board during the first quarter. Furthermore, the meeting must be convened if at least 20% of all members request this from the board in writing
  2. The convocation of the members’ meeting will be made in writing, indicating the scheduled agenda. All full members have voting rights in the members’ meeting.
  3. The duly convened members’ meeting has a quorum with the number of the members appearing unless explicitly specified otherwise by these articles of association.
  4. The chairperson of the board will preside over the members’ meeting; if the chairperson is prevented from doing so, their deputy will preside over the meeting. The person presiding over the meeting is responsible for the taking minutes on the course of the meeting, the applications made, the established voting results and the resolutions made. These minutes must be checked for correctness by the person presiding over the meeting and signed together with the keeper of the minutes. The minutes can be inspected by all members at the board of the association.
  5. After consultation, the members’ meeting decides on
    • the amendment of the articles of association (§16),
    • the liquidation of the association (§17),
    • the general orientation of the association and its project work,
    • the approval of project plans and their costs,
    • the election of the board,
    • the discharge of the board at the proposal of the cash auditor,
    • the confirmation of the managing director upon request of the board,
    • the appointment of two cash auditors for the audit of the proper administration of the association’s assets whereby these auditors do not have to be members of the association but need to have the required expertise,
    • the admission of further full members with a resolution requiring a majority of 2/3 of all full members,
    • the employment and conditions of employment of full-time staff upon proposal of the board,
    • the conclusion of unusual transactions upon submission and proposal of the board. All transactions which lead to expenses of at least EUR 100,000.00 for the association within one year or which bind the association for more than 24 months without an ordinary right  of termination are deemed unusual.
    • the approval of the rules of procedure by the board,
    • the oppositions of members to decisions of the board.

§9 Board

  1. The board is the representative body in the meaning of Section 26 BGB [Bürgerliches Gesetzbuch = German Civil Code]. It represents the association in court and out of court. Its power of representation is limited by these articles of association and is in part conditional on resolutions of other bodies of the association.
  2. The board consists of at least three persons. Each full member is entitled to suggest a representative for the election of the board. If more than three persons are suggested, the number of board members will increase correspondingly.
  3. The term of office of the board is 2 years. From amongst its members, the board elects a chairperson, a deputy chairperson and a treasurer with simple majority of votes cast.
  4. The chairperson is entitled to represent the association alone. Otherwise, the association will be jointly represented by two board members.
  5. The board organizes the project work of the association and establishes a suitable procedure. It decides on the set up of project and working groups and their rules of procedure.
  6. It monitors the activities of the managing director.
  7. It coordinates the cooperation with the scientific coordinator (§14) and the utilization of universities together with the managing director.
  8. It decides on the integration of students and scientific members into the work of the association.
  9. It negotiates the contributions to the fund with the members who want to commercially exploit the results of the project works.
  10. The dismissal of board members prior to the termination of their term of office requires an important ground and a resolution with a majority of 2/3 of the full members. An important ground is in particular given when the employment or the position as body of the association of a board member to a full member ends.
  11. It decides on the admission of new associate members.
  12. The board may establish its own rules of procedure for the implementation of its tasks.

§10 Managing director

  1. The association has a full-time managing director who does not have to be a member of the association. The managing director will be appointed by the members’ meeting upon proposal of the board.
  2. The managing director supports the board upon instruction of the managing director. Within the framework of separate resolutions of the board, the managing director can represent the association externally if this is required in order to perform their tasks.
  3. The managing director coordinates the activities of the project and working groups, supports the scientific coordinator (section 14) and procures the required resources upon instruction of the board.
  4. The managing director maintains the contact with the cooperating universities and integrates students / interns into the work of the association.
  5. The managing director provides support and assistance to the members and coordinates their information needs.
  6. Further tasks will be defined by the board.

§11 Liability towards members

The association is only liable for actions of its bodies towards its members in case of intention or gross negligence. This limitation of liability does not apply to damages due to injury to life, body and health. Furthermore, it does not apply in case of the violation of essential contractual obligations between the association and the member based on separate agreements. In this case, the liability is subject to the provisions of the separate agreement.

§12 Creation of a capital fund

  1. A capital fund for covering the association’s expenses will be established.
  2. The following is paid into the fund:
    • the fees of the full members, which cover the costs of the association according to the financial planning of the association together with the existent fund assets,
    • the membership fees of the members,
    • payments of the members for the commercial utilization of project results,
    • any donations and public grants.
  3. The fund is used for
    • the costs of utilization of scientific staff and of materials under separate agreements,
    • the costs of the staff employed by the association,
    • the costs of external cooperation partners,
    • the costs for the participation in international associations and working groups suitable for the promotion of the purpose of the association,
    • the operating costs.
  4. In case of a fund surplus upon termination of the financial year, this surplus will be carried forward to new account.

§13 Project and working groups

  1. The work for the promotion of the association is predominantly performed in project and working groups.
  2. Project groups process the knowledge and know how provided by the full members in order to find practical standards and possible applications for ISOBUS. Further details are set forth in the rules of procedure of the relevant project group. The results of the project group are readily available to the full members. If user members want to exploit these results commercially, they have to make a financial contribution to the funds of the association for the exploitation of such results. The contribution to the costs will be determined in negotiations with the board. It may not include any profit shares.
  3. Working groups serve for the user-related information of the user members. The requirements of the user members regarding ISOBUS will be summarized and coordinated in the working groups. Furthermore, working groups also serve for the assessment of the requirements of standardization and certification bodies, informing the expert community about possible applications of ISOBUS and evaluating information from other institutions. Further details are set forth in the rules of procedure of the relevant working group.

§14 University cooperation

The association cooperates with suitable universities in order to ensure a transfer of knowledge in its field of activity. It promotes teaching by offering cooperation opportunities to suitable students.
Within the framework of the cooperation with universities, the association appoints a scientific coordinator who supports the work in the project and working groups and advises the bodies of the association on scientific issues and issues in connection with the university cooperation.

§15 Financial year / rendering of invoices / audit

  1. The financial year of the association is the calendar year. The first year of activity is a short financial year ending on 31 December of the year in which the association will be registered into the register of associations.
  2. The board is responsible for the creation of the accounting and the financial planning for the following financial year. The accounting for the past financial year and the financial planning for the following financial year must be completely available by no later than 31 January of the following year.
  3. The cash auditors check the regularity of the board’s accounting and create a report on the result of their audit which must be completely available by no later than 31 March of the following year.
  4. Furthermore, the board will create an activity report about the activities of the association in the past financial year by 1 March of the following year. This report must meet the requirements of an annual report (without the accounting section).
  5. The members’ meeting will decide on the accounting, activity report and financial planning upon after consulting the cash auditor within the framework of the resolution on the discharge of the board.

 

§16 Amendment of the articles of association

  1. Amendments of the articles of association require the passing of a resolution during the members’ meeting with a majority of 3/4 of the votes cast.
  2. A change in purpose of the association in the meaning of Section 33 BGB is excluded. This does not relate to an adjustment of the purpose of the association to changed circumstances if the central theme of the activity of the association is not changed.

§17 Liquidation of the association / utilization of the association’s assets

  1. The liquidation of the association can only be effected on the basis of the resolution passed by a members’ meeting called only for that purpose. The particular purpose of the members’ meeting must be indicated in the invitation. The invitation must be made in writing and served in a way which allows the association to provide proof of service.
  2. In order to be valid, the resolution for dissolution requires the consent of all full members.
  3. The liquidation of the association can only be effected to the end of a financial year. There must be a period of at least one year between the passing of the resolution for liquidation of the association and its dissolution.
  4. If a liquidation is decided, the board members will be the liquidators of the association.
  5. The full members remain entitled to use the know how and the findings of the association free of charge upon liquidation of the association.
  6. Licenses brought to the association by full members will be transferred back to them in the event of liquidation of the association. The full members, however, are still entitled to use them free of charge.
  7. Any remaining assets of the association will be transferred to the Osnabrück University of Applied Sciences on condition that they will be used for the further promotion of science, teaching and user research in relation to the purpose of the association.

§18 General provisions

  1. Invitations to all meetings mentioned in these articles of association must be made in writing by the managing director on behalf of the board. Unless otherwise provided for in these articles of association, it is deemed sufficient to send the invitation by normal post.
  2. A notice period of at least 14 days between the sending of the invitation and the date of the meeting is required.
  3. The activity report of the board must be made accessible to all members of the association in writing.