VOC Vegetable Oil Club. Articles of Constitution

Transcription

1 VOC Vegetable Oil Club Articles of Constitution 1 Name and Location 1.1 The Club is named VOC Vegetable Oil Club. 1.2 The Club is located at Hamburg. 2 Purpose and Period 2.1 Purpose of this Club is the promotion of social gatherings and events of any kind. It further serves as contact and information center for industrial, commercial and service companies, at home and abroad, working in the field of processing, trading and transporting vegetable oils and fats. 2.2 The Club has no economic activities. 2.3 The life of the Club is not limited. 3 Conditions of Membership 3.1 The membership is personal and voluntary. 3.2 The minimum age of a member is 21 years. The members have to be in active employment at industrial, commercial and service companies, preferably working in industries, mentioned under item Membership 4.1 To become a member of the Club, at least one active Club member has to recommend the applicant. 4.2 The membership is granted when the application has met with a majority vote of the members present at the general meeting. The decision may be in writing.

2 Seite 2 von 5 Articles VOC Vegetable Oil Club 5 Rights of the Members 5.1 All members of the Club have the same rights and liabilities. 5.2 All members are entitled to participate in the Club meetings. They have the right of getting information, advice and support from the Club s Body. 5.3 All members are eligible to vote at elections of the Club. 6 Liabilities of the Members 6.1 All members are obliged to promote the objectives of the Club and to give all the support possible to the Club and its Body to achieve the objectives. 6.2 The members are obliged to conform with the Articles of Constitution, to adhere to the decisions of the Body and to accept and pay their share of the annual contributions. 6.3 The members are obliged to exercise fair competition among each other in good commercial custom. 7.1 The membership will terminate 7 Termination of Membership through voluntary resignation to be presented to the Club`s Secretary in writing and by registered mail six months prior to the end of the respective year If and when the qualification for the membership is nil and void; through debarment if and when the Articles of Constitution are not adhered to and three quarter of the members present at the general meeting have voted to do so; if and when the annual membership fee has not been paid at year s end for a period of two years and after having been reminded twice; no further decision of the general meeting is required; at the time of reaching the age of 65 or at the time of retirement The retiree may apply for a senior membership, which can be granted by simple majority at the general meeting.

3 Seite 3 von 5 Articles VOC Vegetable Oil Club 7.2 The termination of membership, whatever reason for, does not constitute a claim of compensation of any kind against the Club. The termination of membership ends any compensation on parts of possible assets of the Club. The obligation to pay fees and contributions for the current calendar year remains valid for any kind of termination of membership with the only exception of debarment. 8 The Body 8.1 The Body of the Club consists of: General Meeting; Advisory Board; Club Secretary. 9 The General Meeting 9.1 The General Meeting decides through resolutions the guidelines of the work and organizes all matters which do not belong to the duties of the Advisory Board or the Club Secretary. 9.2 The tasks of the General Meeting include the following: Election of the Advisory Board; Appointment of the Club Secretary; Acceptance of the Business Report; Ratification of the Advisory Board and the Club Secretary; Assessment of Contributions; Passing of Resolutions regarding alteration of the Articles of Constitution or the Dissolution of the Club. 9.3 General Meetings take place at least once a year, and also upon request of the Advisory Board, upon application by the Club Secretary or when one third of the members deem it necessary (in writing and stating the reason(s)). 9.4 The invitation to the annual General Meeting is issued in writing by the Club Secretary at least four weeks prior to the meeting and including the agenda. Further the Advisory Board can call in General Meetings at any time and without adhering to any form or any fixed period of advanced notice.

4 Seite 4 von 5 Articles VOC Vegetable Oil Club 9.5 The General Meeting will be directed by the Chairman of the Advisory Board or in case of his absence by his Deputy. 9.6 Each member has one vote; to delegate the right to vote to another member is allowed (in writing) but limited to two votes. 9.7 The General Meeting elects and decides with simple majority; in the event of a tied vote, the vote of the Chairman is the deciding one. Resolutions on alterations of the Articles or the dissolution of the Club necessitate a majority of three quarter of the participating or represented members of the meeting. 9.8 The General Meeting has a quorum when half of the members are present respectively represented. In case there is no quorum, a second meeting has to be called at a date at least five weeks, maximum 10 weeks, later. That General Meeting will than make decisions independent of the number of members present or represented. 9.9 In case of urgent matters the Advisory Board can call a General Meeting at any time deemed necessary. It is not bound to any form or period of advanced notice The Minutes of the General Meeting will be signed by the Chairman or his Deputy and the Club Secretary. 10 The Advisory Board 10.1 The Advisory Board consists of the Chairman and four Deputies The Chairman or one of his Deputies represents the Advisory Board in accordance with 26 BGB (German Civil Code) and is thus authorized to formally represent the VOC towards third parties. For internal purposes, the Deputies are only allowed to represent the Chairman if he is not able to attend The members of the Advisory Board are elected from the voting members at the General Meeting by separate ballots for a period of two years. Re-election is allowed. The Advisory Board remains active until the newly elected Advisory Board has assumed responsibility. In case, a member of the Advisory Board resigns, replacement has to be elected without delay for the remaining term. 11 The Club Secretary 11.1 The daily business is run honorarily by a Club Secretary. The Secretary is appointed or relieved from office by the General Meeting. The appointment is for a three year term.

5 Seite 5 von 5 Articles VOC Vegetable Oil Club 12 Fees and Contributions 12.1 The annual Membership Fee is 76,69; for a term of less than six months and for Senior Members the fee is 38,35. The Membership Fee remains valid for a period of at least five years For a guest of the General Meeting a rate of 26,00 is due, to be paid by bank transfer respectively in cash directly at the General Meeting. In case the guest joins the Club, this sum will be applied against the next annual contribution The General Meeting will decide upon contributions for special events; the Advisory Board is authorized to set contributions up to 511,29 p.a Any surplus/profit is handled in accordance with the Articles. It is not allowed to distribute such surplus and other compensations to the members. 13 Amendments of Articles and Dissolution of the Club 13.1 Amendments of the Articles and the Dissolution of the Club can only be decided by the General Meeting at which this purpose has to be put on the agenda in detail. In such General Meeting, at least half of the members have to be present or properly represented Resolution on Amendments of Articles or the Dissolution of the Club require a three quarter majority of the members present or represented at that General Meeting If and when the Dissolution of the Club is properly resolved, the General Meeting will call in the Liquidator If and when the Club is dissolved, the General Meeting will decide upon the use of the Club s assets. (transl.19/08/2002/lo)