Articles of association

Articles of association of the Association of Professional Wireless Production Technologies e. V.“ (APWPT)

(Berlin version dated 21.06.2017)

—————– not binding translation —————–

Articles of association of the Association of Professional Wireless Production Technologies e. V.“ (APWPT)

§ 1 Name, registered office, fiscal year

1. The name of the association is “Association of Professional Wireless Production Technologies e. V.” (German translation: Verband für professionelle drahtlose Veranstaltungs-Produktionstechnologien e.V.).

2. The registered office of the association is Hausen (Bavaria) in Germany.

3. The fiscal year shall begin on 01.01. and end on 31.12 of a calendar year.

4. The association is entered in the Register of Associations.


§ 2 Purpose and functions of the association

1. The association promotes the efficient and demand-driven provision and use of production frequencies for professional event productions on an international level, as well as safeguarding such production frequencies for users in the long run.

2. The association provides a user-platform designed to serve as an international forum for the users of professional wireless event productions, particularly for the external coordination of the needs of such users.

3. In order to fulfil this purpose, the association should in particular provide suggestions and statements to policy-makers, legislators and standardisation committees and support general exchanges between manufacturers, users and other interested parties.

4. In particular, the purpose of the association is accomplished through:

* Political activity on behalf of its members on a national, European and international level;

* Safeguarding member interests as regards the public, bodies of legislature and the executive authorities, as well as institutions and organisations which counsel these bodies (in legal, technical and/or financial matters);

* Providing information to the public and involving the association in political decision-making processes;

* Taking up and participating in activities of national groups by providing motivation, support and/or information on such activities;

* Involving the association in the establishment of guidelines, standards and laws that affect the objectives of the association on a national, European and international level;

* Exchanging the experiences of members in relation to the objectives of the association;

* Interdisciplinary coordination of work on standards through important standardisation organisations (e.g. CENELEC, ETSI, GRSC); also through direct or indirect membership in these organisations;

* Presence in standardisation organisations and decision-making bodies (e.g. ECC, EC, FCC, ITU, WRC); also through direct or indirect membership in these organisations, where possible.

5. The association strives for active full ETSI membership and to send delegates to participate in other international committees.

6. The association may become a member of other national or international associations with similar objectives.

7. The financial means of the association may only be used for statutory objectives as well as for the reasonable organisation and operating expenses of the association.


§ 3 Membership

1. Members of the association are:

* Ordinary members (regular members)

* Sponsoring members

* Honorary members.

2. Any German or international adult individuals, private companies and/or legal entities that feel connected to the aims of the association are eligible for membership.

3. Membership applications must be submitted in writing. The executive committee shall make decisions on membership applications. The executive committee shall decide on membership applications at its sole discretion. It shall not be obligated to justify its decision to the applicant. The decision may be made in executive committee meetings or by circulation procedure.

4. An appeal against a rejection by the executive committee can be lodged at the next ordinary general meeting. The executive committee shall inform the members about rejected applications at the general meeting. The general meeting may, with a majority of two-thirds of all cast votes, decide that the applicant be admitted. The executive committee can make a statement prior to the vote.

5. The general meeting may, upon suggestion of the executive committee, appoint distinguished experts and other persons who have outstandingly promoted the association’s objectives as honorary members.

6. In accordance with these articles, sponsoring members shall only have limited membership rights and obligations.

7. Membership shall end upon withdrawal, exclusion or deletion from the member list, in addition to death and dissolution as a legal entity or removal from the commercial register. In the event of insolvency proceedings against a member, membership may be maintained for the duration of the insolvency proceedings with the permission of the executive committee.

8. Membership can be terminated each year as of 31.12. (end of fiscal year) by registered letter, with three months’ notice. The notice of termination must be addressed to a member of the executive committee. Fees shall not be refunded.

9. Notices of resignation submitted by private companies or legal entities must be accompanied by evidence of power of representation.

10. Members can be excluded from the association with immediate effect with due cause by three-quarter majority decision of the executive board. Important reasons include, in particular:

* Damage to the interests of the association

* Non-payment of membership fees and charges levied despite two reminders; exclusion due to non-payment may only be declared two months from the date of the second reminder, provided that this reminder included threat of exclusion. The member in question must be informed of the executive committee’s decision concerning the exclusion.
Before a decision is taken concerning exclusion due to damage to association interests, the executive committee must give the member in question the opportunity to present an oral or written statement. The decision of the executive committee must be justified in writing and sent to the member. The member can lodge an appeal against the decision to the general meeting. Within one month of receipt of the notification, the member may submit a written request to the executive committee that the members decide on the exclusion in the next general meeting
If an appeal is lodged, membership shall remain until the general meeting has come to a decision. The member in question may not contribute to the decision concerning his/her exclusion.

11. Rights arising from membership (particularly to association assets) shall expire upon termination of membership. Termination of membership shall not release the former member from his/her outstanding obligations towards the association.


§ 4 Membership fee

1. Members must pay an annual subscription. The annual subscription must be paid in advance for each business year. This also applies for the first year of membership. The assessment of the annual fee (including a possible scaling of contributions) shall be decided by the general meeting upon suggestion of the executive committee. The details shall be determined by fee regulations adopted by the general meeting.

2. In the event of premature termination of membership, fees shall not be reimbursed.

3. In accordance with this regulation, honorary members shall be exempt from fees of any kind.


§ 5 Rights of members

Members are entitled to
* Participate in general meetings, forward motions and exercise their voting rights, particularly in elections;

* Request information and counsel, where feasible, from the association on issues concerning the objectives of the association


§ 6 Bodies of the association

Bodies of the association are:
* The general meeting,

* The executive committee as substitute board in accordance with § 26 German Civil Code (BGB) and

* The board of management, insofar as is appointed.


§ 7 Board of management Berlin Articles of Association version dated 20.06.2013 Sheet 4

1. If the association maintains a board of management, its duties shall be regulated by a set of by-laws (“By-laws of the board of management”), which must be adopted by the executive committee.

2. The board of management shall be appointed by the executive committee with a two-thirds majority. The board of management may only be dismissed by unanimous decision of the executive committee. As a member of the executive committee, the managing director is excluded from this decision; as a member of the executive committee, the vote of the managing director shall not be counted in the decision.

3. The executive committee must appoint a deputy managing director by unanimous decision. In other respects, regulations concerning the appointment and dismissal of the managing director shall apply.

4. The managing director is subordinate to the executive committee; he/she must execute the decisions of the executive committee and the general meeting and must provide the executive committee with suitable suggestions for achieving the objectives of the association.

5The managing director shall be engaged by written agreement, which stipulates duties, authority, remuneration and duration of the contract.


§ 8 Representation

The association shall be represented by the chairman of the executive committee (President) and one other member of the executive committee.


§ 9 Executive committee of the association and election of the executive committee
1. The executive committee shall consist of at least the chairman and four deputy chairmen and the managing director, if applicable. The executive committee shall be authorised to co-opt up to four more members by unanimous decision.

2. Only association members and persons nominated by members (e.g. the managing director of the member company in the event of legal entities) may be elected to the executive committee. This regulation shall not apply to the managing director as a member of the executive board.
3. If a member retires from the association, all persons associated with this member or nominated by this member shall also step down from the executive committee and/or other association bodies.

4. The members of the executive committee shall conduct their work personally and on a voluntary basis. Proxies are not permitted. The contractual provisions of the managing director as a member of the executive committee remain unaffected.

5. The members of the executive committee shall be elected by the general meeting for a term of three years. However they shall remain in office beyond their term of office until the executive committee is re-elected. If an elected member of the executive committee decides to retire prematurely, the executive committee shall co-opt a successor to serve out the remaining term of the retired member. This regulation shall not apply to the managing director as a member of the executive board.

6. The filing of a lawsuit by the association requires a decision of the general meeting adopted by a two-thirds majority. This shall only exclude the judicial recovery of outstanding membership fees and industrial disputes, which the board of management can perform within normal business operations with the approval of the executive committee.

7. In significant administrative matters, which require the consent of the general meeting but cannot be delayed until the next convening, the managing director is, within the provisions of the by-laws, entitled to act preliminarily on his own provided that he informs the executive committee immediately in writing and provided that he reports this action in the next general meeting.

§ 10 Responsibility of the executive committee

1. The executive committee shall elect a chairman from among the members of the executive committee, by a simple majority and for the duration of his mandate.

2. The executive committee shall be responsible for all concerns of the association, unless they have been delegated to another body of the association by these articles. Details, particularly meetings and decisions of the executive board shall be regulated by a set of “By-laws concerning the work of the executive committee” adopted by the general meeting.


§ 11 General meeting

1. The general meeting is the highest body of the association.

2. The executive committee shall convene the ordinary general meeting once a year, held in the third quarter (March) of the fiscal year if possible.

3. The executive committee must convene an extraordinary general meeting if

* The interests of the association require it or

* A minority of members constituting at least a fifth of all votes requests this in writing, stating the reasons.

4. The general meeting is not public.

5. Each member has one vote in general meetings.

6. Sponsoring members and honorary members are not entitled to vote, particularly not in elections.

7. Another member can be authorised in writing to exercise a voting right. The authorisation must be assigned separately for each general meeting. One member may not represent more than two votes of other members. The authorisation must be submitted to the executive committee before the start of the general meeting.

8. The executive committee shall decide the venue of the general meeting, unless a venue was chosen at the last general meeting.


§ 12 Responsibility of the general meeting

The general meeting shall decide on:
* The election of executive committee members (with the exception of the managing director),

* The election of the auditor,

* The exoneration of the executive committee and the managing director,

* The budget for the following fiscal year,

* The sum and method of charging membership fees,

* Honours

* Resolutions on amending the articles of association and dissolution of the association;

* Resolutions on rejected membership applications and appeals against exclusion decisions taken by the executive committee;

* Appointment of honorary members on the suggestion of the executive committee;

* Approval of the by-laws of the executive committee and/or board of management;

* All other issues whose resolution is delegated to the general meeting by law, these articles or decision of the executive committee.


§ 13 Convening of the general meeting

1. The executive committee shall convene the general meeting by letter or electronically e.g. by email or fax, at least one month prior to the general meeting. The agenda proposed by the executive committee must also be disclosed.

2. The notice period shall begin on the day after the letters of invitation are sent. The letter of invitation shall be considered delivered if it is sent to the address last provided in writing by the association member.

3. Any member may submit a written amendment to the agenda to the executive committee no later than two weeks prior to the general meeting. The chairman of the meeting must announce the amendment at the start of the general meeting.

4. The general meeting shall decide on motions to amend the agenda that are lodged during the meeting.


§ 14 Resolutions of the general meeting

1. The general meeting is conducted by the chairman of the executive committee, or by a member of the executive board if he/she is unable to attend. If both persons are unable to attend, the general meeting shall appoint a chairman from within its number.

2. The general meeting may decide on amendments to the agenda.

3. Unless otherwise stipulated in the articles, the general meeting shall adopt resolutions by simple majority of valid votes cast. Abstentions shall be considered invalid votes.

4. A two-thirds majority of valid votes cast is required to amend the articles of association.

5. The general meeting constitutes a quorum when at least a quarter of all association members are present.

6. If no quorum is constituted, the executive committee shall be obligated to convene a second general meeting with the same agenda within two weeks; this shall constitute a quorum regardless of the number of members in attendance. This must be stated on the invitation.

7. The chairman of the meeting shall appoint a secretary to take minutes of the meeting.

The decisions of the general meeting must be recorded in the minutes, which must be signed by the respective secretary and a member of the executive board.

8. The general meeting shall determine the election regulations.

§ 15 Documentation of the adoption of a resolution in the general meeting

For evidence purposes, resolutions adopted by the general meeting must be entered in a book of resolutions and signed by the chairman of the general meeting. The place and time of the general meeting, as well as the result of each vote must also be recorded. The minutes of the general meeting are provided in the annex.


§ 16 Project groups/working teams

1. The association can establish project groups to promote the mission of the association and the related interests of members.

2. Other determinations shall be regulated by a set of “By-laws concerning work with project groups” adopted by the general meeting.

3. The project groups/working teams shall report to the general meeting on their activities.


§ 17 Accounting and cash audit

1. The management must keep exact accounts of the expenses and revenues of the association. The management may delegate this task to a tax adviser/auditor.

2. The general meeting shall elect two auditors each for a term of three years. These auditors shall examine the business records and submit their report at the first general meeting after expiry of the fiscal year. Re-election is permitted.


§ 18 Dissolution of the association

1. The dissolution or merger of the association shall be decided by a general meeting convened expressly for this purpose with a three-fourths majority of the members present. It shall also decide on the appropriation of association assets that are reserved for tax-privileged purposes.

2. Unless the general meeting decides to the contrary, the chairman and deputy chairman shall be joint acting liquidators.


§ 19 Legal status

1. These articles of association are subject to German law.

2. Sole place of jurisdiction for disputes in conjunction with these articles of association is Nuremberg.


§ 20 Complimentary close

The above articles of association were established on 21.06.2017.