STATUTES FINANCIAL REGULATIONS AND RULES OF CONTRIBUTION THE ASSOCIATION OF GERMAN METAL TRADERS (VERBAND DEUTSCHER METALLHÄNDLER e.v.) Valid from: 7th May 2015 Verband Deutscher Metallhändler e.v. Tel +49 (0) 30 259 37 38 0 vdm@vdm.berlin Hedemannstraße 13, 10969 Berlin Fax +49 (0) 30 259 37 38 20 www.vdm.berlin Berlin Brussels Vienna
Statutes The Association of German Metal Traders Verband Deutscher Metallhändler e.v. (VDM) Issued by the VDM Members Assembly on 5th May 2011 1 Purpose of the Association 1. The association is called Verband Deutscher Metallhändler e.v. (VDM), which translates as The Association of German Metal Traders. It represents the interests of the NE metal wholesale and NE metal recycling industries. It is a registered association, based in Berlin. 2. The purpose of the VDM is to protect and promote the interests of its members. Tasks include: - Representing the interests of its members against national and international bodies, and within their committees or boards if necessary - Promoting the exchange of opinions and experiences between members - Training members in interesting specialist topics, providing consultation to support their work, carrying out trainings if necessary - Encouraging youth development - Maintaining connections to relevant associations and organisations, taking part as necessary - Carrying out PR work - Adapting usages and classifications in the metal trade to market developments as needed 3. The association does not undertake actions on its own behalf; it does not work towards its own economic gain.
2 Membership Application 1. Full membership is available to: - Companies from Germany and neighbouring German-speaking countries active in the NE metal trade or NE metal recycling industries - Brokers active on the LME 2. Partner membership is available to: - European companies active in the NE metal trade or NE metal recycling industries that do not fall under section 1 - Companies that produce or process metals 3. Subsidised membership is available to any natural or legal entity that does not fall under sections 1 or 2. 4. The board can also grant membership to a company that does not fall under sections 1, 2 or 3. Any VDM memberships approved before the introduction of these statutes shall remain unaffected, unless the company requests an alternative allocation in writing. 5. Partner members and subsidised members cannot cast votes and have no active or passive voting rights. Otherwise, they are subject to the same rights and obligations as full members, unless otherwise outlined in individual cases. 6. Membership requirements are as follows: - A complete application form with all required documents - Three references from VDM members (only for full or partner membership) - At least one year s experience in the relevant business (only for full or partner membership) 7. The board makes the decision regarding accepting new members. Applicants have the right to complain to the members assembly if the board rejects their application for full membership, and the assembly shall make the final decision.
3 Member Rights and Obligations 1. All members may participate in association matters and take advantage of the association s services. Each member has the right to request information and advice from the association; the individual company s interests should be taken into account when providing these. 2. Members must uphold the basics of honest trading in all transactions. No actions are permitted that may damage the association s reputation. Members must uphold association statutes and implement association decisions within the realms of these statutes. Information marked as confidential or for members only may not be transferred to non-members in any way. 4 Members Assembly 1. The members assembly is the highest ranking body in the association. They must meet at least once per year. The members assembly must also be called together if requested by at least three members of the board or ten percent of members in writing. 2. The president must call up the assembly at least 30 days in advance in writing or via e-mail with the intended agenda. A proper meeting of the members assembly is able to make decisions regardless of the number of members in attendance. 3. The members assembly s tasks include: - Electing the board - Electing auditors - Issuing rules of arbitration - Electing members of the court of arbitration - Setting the budget for the upcoming business year - Approving the annual report for the previous business year - Providing relief work for the board, auditors or executive management - Discussing submitted applications - Making changes to statutes 4. Applications to be discussed at the members assembly must be available at least 14 days before the meeting. Any applications not on the agenda can only be discussed if this is agreed to by a simple majority. 5. Every full member has a vote. Any member not able to attend the assembly has the right to transfer their vote to a voting member that shall be present at the meeting, whereby no member may exceed three votes including their own. 6. Minutes must be taken for each members assembly. These must include any motions passed as well as the results of any votes, and must be signed by the president and the executive manager.
5 Board 1. The board consists of the president, vice-president and treasurer, as well as at least six but no more than eight further members. The VDM executive manager also has the right to cast an advisory vote within the board. The board is permitted to accept further members to the board in an advisory capacity (coopt). 2. The presidency is made up of the president, the vice-president and the treasurer. The presidency may represent the board in accordance with 26 of the BGB (German Civil Code), and is obliged to carry out the general running of the association. Only two members of the presidency are required in order to represent the presidency as a whole. 3. The following may be elected from full membership companies: owners of individual companies, personally liable shareholders of personal businesses, CEOs, board members, division managers or authorised representatives of corporations. Elections take place every three years. Re-election is permitted. If the board member no longer fulfils the election criteria, board membership shall be revoked. 4. Election nominations should be submitted at least 14 days before the members assembly meeting. The assembly shall be provided with a list of nominees, upon which the election shall be based. Votes are anonymously cast in writing. 5. Votes for the president and other board members are cast in two separate elections. Whichever nominee has the most votes has been chosen. The newly elected board then selects the vice-president and treasurer from its ranks. 6. If board members leave during the voting period, the next members assembly shall only select a successor if the number of board members is less than seven. If a member of the presidency leaves during the voting period, the board shall appoint a successor for the rest of the voting period. If the president leaves, the vie-president shall take over the president s role for the rest of the voting period. If there are fewer than three board members, a meeting of the members assembly must be called immediately to appoint new members. 7. The board decides on all important association matters, insofar as the members assembly or the presidency have not reserved the power to make the decision on a case-by-case basis. The board should issue a distribution-of-business plan for the next three years at the beginning of each voting period. 8. The board is convened by the president. This must take place at least 30 days in advance in writing or via e-mail. The board is permitted to pass motions if more than half of its members are in attendance. The board must meet if at least two board members request a meeting. Votes may also be cast in writing, unless a board member requests a verbal discussion and voting.
9. The board is permitted to make changes to statutes insofar as required by the association register or the tax office. 10. Board members are obliged to keep all matters relating to their membership of the board confidential. This confidentiality shall apply even after they have left the board. 6 Work Committees 1. The association s work is carried out via work committees. They are implemented by the board. 2. The head and representative of a work committee are chosen by the committee members, unless the board has assigned a leader. This office is held for three years. 3. Full members and partner members have the right to appoint a maximum of three representatives for each work committee. Subsidised members can also appoint representatives if this is approved by the relevant committee head. If a committee is limited to specific industry areas, the board may limit access to members active within these areas. In case of doubt, the head of the committee shall decide. 7 Management 1. The association runs a head office for the management of ongoing business. The board shall appoint an acting executive manager to run these offices that counts as a special representative in the sense of 30 of the BGB (German Civil Code). 2. The executive manger answers to the board and the members assembly. The manager or their representative must take part in all association meetings. The executive manager may employ further staff within the realms of the set budget. 8 Finances 1. All members must pay a membership fee. The financial regulations and rules of contribution issued by the members assembly regulate this in more detail. 2. Association finances may only be used for purposes in line with the statutes. Members do not receive contributions from the association s funds. The business year is the calendar year. The place of fulfilment is Berlin. 3. The members assembly appoints two auditors each year. These should not hold any other office within the association. At least one auditor should be a certified bookkeeper or accountant.
4. The members assembly must provide for approval an annual report each year for the previous year. This should consist of a balance sheet and statement of costs and earnings. This should be checked by two auditors and a note should be provided as to the findings of this audit. An audit report must also be issued. Insofar as bookkeeping and the annual report are under the responsibility of a tax advisor or accountant, the annual report must be checked by an auditor and a note as to the findings of this audit should be provided. In this case, an explanatory report is provided for the annual report, rather than a audit report. 9 Court of Arbitration There shall be a court of arbitration in order to mediate legal disputes between members of the association arising from transactions with each other. All VDM members have the right to agree to the jurisdiction of this court of arbitration rather than the standard jurisdiction when entering into contracts. The regulations of the court of arbitration provide more precise details. 10 Termination of Membership 1. Each member can terminate their membership to the end of the year with six months notice by submitting a letter to the association s offices. 2. Membership shall expire if membership requirements are no longer fulfilled. Appropriate evidence should be provided (e.g. removal from the commercial register, federal gazette). 3. The board can exclude a member - if contributions are not paid despite several warnings, - in the case of gross violation of the statutes - if insolvency proceedings have been initiated 4. Members can contest exclusion via the chief executive. The decision shall be taken to the board at the next members meeting, who shall then pass judgement. This contest does not have a suspensory effect. 11 General Provisions 1. Decisions are made by a simple majority. A tie counts as a rejection. Changes to statutes require a majority of three quarters, and must be on the agenda for the members assembly meeting. 2. Votes are generally open, unless the majority votes for voting in secret based on a member s suggestion. Votes for board members are confidential. 3. Minutes must be created for each association meeting. These must be approved by the chair of the relevant meeting, and copies are to be sent to all participants.
4. The members of the board and committees, as well as the auditors chosen from among the members, work for the association on a voluntary basis. 5. Only the members assembly can make the decision to dissolve the association. The motion to dissolve the association requires a majority of three quarters of votes cast. The members assembly must decide how the association s assets shall be used. Assets must be used for tax-deductible purposes. Decisions regarding the future use of assets may only be carried out once approval has been granted from the tax office. 6. These statutes shall come into affect from the day of registration in the Register of Associations.
Financial Regulations and Rules of Contribution The Association of German Metal Traders Verband Deutscher Metallhändler e.v. (VDM) Issued by the VDM Members Assembly on 5th May 2011 1 These financial regulations and rules of contribution were issued by the VDM members assembly based on 8, section 1 of the association statutes. 2 All members must pay a membership fee. Each member shall receive an invoice for their contribution at the start of their membership and then in January of each year. Membership fee payments are always payable in the middle of the quarter (15th February, 15th May, 15th August, 15th November). 3 The obligation to pay membership fees begins in the month in which membership began. It ends at the end of the month in which membership expired in accordance with 10 of the statutes. 4 Every member has the right to be represented at the association s members assembly, and the VDM dinner, by 2 representatives. Costs for any additional participants and guests must be covered by paying a participation fee. 5 The association may charge differing participation fees for special events. Examples: meetings, committee meetings with an evening event, trainings. 6 Full members and partner members pay a one-off acceptance fee of euro 1,000. 7 The extent of a member s contribution depends on the form of membership (full membership, partner membership, subsidised membership), as well as the contribution level. Full members and partner members are obliged to honestly assign themselves a contribution level based on the criteria in 8.
8 Contribution Level 1: Annual turnover under 10 million euros Contribution Level 2: Annual turnover over 10 million euros Contribution Level 3: Annual turnover over 25 million euros Contribution Level 4: Annual turnover over 50 million euros Contribution Level 5: Group membership (see 10) 9 Company groups have the opportunity to add subsidiary companies as members under contribution level 1 regardless of the turnovers outlined in 8, as long as one company in the group is in level 4. 10 Contribution level 5 applies to company groups with several subsidiaries, locations or branches, insofar as they do not want to make use of the regulations under 9. Company groups may name up to four additional subsidiaries, locations or branches as VDM members free of charge. These companies are not members in their own right; it shall be made clear in the membership list that they are part of the relevant group. An additional fee of euro 1,000 is charged for the naming of each additional subsidiary, location or branch. 11 The following minimum contributions apply from 1st January 2011: Subsidised members: monthly contribution of euro 170 (euro 2,040 per year). Full Members Contribution Level 1 Contribution Level 2 Contribution Level 3 Contribution Level 4 Contribution Level 5 EUR 230 monthly EUR 2,760 per year EUR 320 monthly EUR 3,840 per year EUR 450 monthly EUR 5,400 per year EUR 650 monthly EUR 7,800 per year EUR 1,200 monthly EUR 14,400 per year Partner Members Contribution Levels 1P und 2P EUR 230 monthly EUR 2,760 per year Contribution Level 3P EUR 315 monthly EUR 3,780 per year Contribution Level 4P EUR 455 monthly EUR 5,460 per year Contribution Level 5P EUR 840 monthly EUR 10,080 per year