Articles

Articles

Name, Legal Form and Headquarters of the Federation

§ 1 This federation is an association according to German law and has been named FIDEN - INTERNATIONALER VERBAND DER REINIGUNGSUNTERNEHMEN - FEDERATION INTERNATIONALE DES ENTREPRISES DE NETTOYAGE e.V. It is to be entered into the register of associations.

§ 2 The headquarters of the association is Bonn.

Tasks

§ 3 FIDEN aims at
1. furthering the professional and economic interests of its members,
2. maintaining contacts with manufacturers of flooring materials and building materials, cleaning machines, cleaning equipment, and chemical agents, in accordance with this international furtherance,
3. organizing international conferences,
4. supporting the cooperation with international and national institutions which are of particular interest to the members and the tasks of the federation.

Membership

§ 4 The following persons can apply for membership:
1. building cleaning enterprises, natural and legal persons and persons that have actively participated in the work of the professional federation,
2. membership to a national federation - if there are such - is the prerequisite for becoming a FIDEN member; the committee of the association decides on the admission to membership,
3. enterprises manufacturing machines, equipment, and chemical agents in the cleaning industry,
4. already existing FIDEN memberships are maintained.

§ 5 Applications for membership are to be submitted in writing to the committee of the association. The committee of the association decides on the admission to FIDEN. In the case of objections to the application for admission by the committee, appeals can be filed to the general assembly of members which has the last word on the admission to FIDEN.

§ 6 Membership starts on the day of the decision about the application for admission. Membership expires ends on the day of cancelation of membership or of expulsion of a member. Furthermore, in the case of individual members, membership is canceled in the event of death or abandonment of business.

§ 7 Membership can only be canceled at the end of a twelve-month-period and the committee has to be notified in writing six months prior to the cancelation by way of a registered letter.

§ 8 On request of the committee of association, the general assembly of members can expel members who have violated the articles of association or the resolutions passed by the general assembly or those passed by the committee with a two thirds majority of the votes cast.

§ 9 Withdrawing members lose all claims to the federation's assets. They are obliged to continue paying the subscriptions that were due until the point of time of their withdrawal. Contractual and other obligations of the members towards the federation are not affected by the withdrawal.

§ 10
1. All members have the same rights and duties.
2. The members are obliged to be instrumental in carrying out the tasks of the federation and to adhere to the articles of association and to the resolutions and rulings of the executive bodies of the federation.

§ 11 In the general assembly, each member has one vote.

Executive Bodies

§ 12 The federation has the following executive bodies:
1. The general assembly of members
2. The committee of association General Assembly of Members

§ 13
1. The general assembly of members decides on all matters of the federation provided they are not part of the responsibili­ties of the committee. The general assembly consists of the members referred to in § 4.
2. The general assembly is above all charged with:

    • 2.1 establishing the budget and appropriating funds which have not been provided for in the budget,
      2.2 determining the amount of the membership fee and the fees for using federation facilities,
      2.3 auditing and accepting the annual account,
      2.4 electing the committee of association,
      2.5 deciding on
      • a) the purchase, sale or real encumbrance of land property,
        b) the sale of objects which are of historic, scientific or artistic value,
        c) the taking up of loans,
        d) the conclusion of contracts imposing recurring obligations on the federation, except for current business affairs of the administration,
        e) the investment of the federation's assets,
        f) the tasks and the work program.

§ 14 A minimum of one regular general assembly of members is to convene annually. Special general assemblies of members are held after resolution by the committee. They have to be convened if the interests of the federation are concerned and if one fourth of the representatives of the member federations and of individual members that are entitled to vote, submits a written request to the committee, at the same time indicating the purpose of and the reasons for the meeting.

§ 15
1. The committee is obliged to mail invitations for the general assembly to the members six weeks prior to the meeting at the same time indicating the agenda. When a matter of great urgency has to be brought before the general assembly, invitations must be received by the members two weeks prior to the special meeting.
2. The general assembly is headed by the chairman of the committee or one of his representatives.
3. A record of negotiations of the general assemblies is to be kept containing all resolutions, elections and taking of votes. The record is to be signed by the head of the assembly and the keeper of the record.

§ 16
1. Unless otherwise stipulated, resolutions of the general assembly of members are adopted by a simple majority of the votes cast. In the event of an equality of votes, the motion is considered dismissed.
2. Resolutions can only be passed by the general assembly of members regarding matters that were formerly included into the agenda or that were later put on the agenda by the chairman after consent of three fourths of the votes cast. This ruling does not apply to resolutions on changes in the articles of association, the dissolution of the federation or on the revocation of appointments of committee members.
3. The right to vote for the general assembly of members can be transferred to a FIDEN member via an authorization. Each member can accept only one authorization.

§ 17
1. Elections are held by secret ballot by the general assembly of members. Except for the election of the chairman, a vote by acclamation is permissible if nobody objects to this procedure. The voting process is to be entered into the record.
2. Each member can file a protest against the legal validity of the election within a period of two weeks after the voting. The protest is to be submitted in writing and must specify the grounds for the objection. The general assembly of members decides on the protest.

Committee

§ 18
1. The committee is comprised of the chairman, two deputy chairmen and at least four other members. The countries represented in the federation are to be taken into account when choosing the committee.
2. The committee is appointed for three years. The members of the committee remain in office until new elections have been held. They can be elected for a second time. If committee members are withdrawing from office prior to the end of their term, the next general assembly of members has to take a new vote covering the remaining term of office.
3. The general assembly of members can revoke the appoint­ment of the committee or of one of its members if there are compelling reasons for such a decision. These reasons are notably grave dereliction of duty or incompetence. The revo­cation can only be passed with a majority of three fourths of the votes of the members attending the meeting.
4. The members of the committee assume their functions as honorary positions without remuneration. Out-of-pocket expenses and loss of time will be compensated for according to the rates to be fixed by the general assembly of members. Payment of lumpsum compensations as daily and overnight allowances for out-of-pocket expenditure is permissible. The chairman can be awarded with fair and reasonable compensation for the expenses associated with his work.

§ 19
1. The chairman and his deputies are elected by the general as­sembly of members with an absolute majority of the votes of the members attending the meeting. If the majority of the votes was not cast for one person only, a new vote has to be taken choosing between the two persons who received the most votes. Further members of the committee are elected by a simple majority of the votes.
2. The election of the chairman is headed by an election officer to be chosen by the general assembly of members; the election of the other committee members is presided over by the chairman.

§ 20
1. Meetings of the committee are held according to demand. They have to be convened on request of at least one third of the committee members.
2. The chairman or one of his deputies invites to the meetings of the committee at the same time indicating the agenda and presides over the meetings. In exceptional cases, the invitation can be made by phone.
3. The committee is a quorum when more than half of the members are present at the meeting.
4. Resolutions are passed by simple majority. A committee member must not participate in the adoption of resolutions or in the discussions of matters that personally concern this committee member.
5. If there are no objections by a committee member, urgent matters can also be decided upon in writing by the committee.
6. The negotiations of the committee have to be entered into a record that must contain all resolutions passed. The record is to be signed by the chairman or one of his deputies.

§ 21
1. The federation is represented in and out of court by the chairman and his two deputies.
2. Except for current administrative affairs, declarations of intent which obligate the federation in terms of proprietary rights have to be submitted in writing.

§ 22
1. The committee manages the business affairs of the federation unless they are not assigned to the general assembly by law or by provisions of the articles of association.
2. The committee prepares the negotiations of the general assembly of members and executes their resolutions.
3. The committee members are liable to the federation for managing the affairs in accordance with their duties just like a guardian is liable to his ward.

Auditing of Accounts

§ 23
1. The committee on auditing of accounts consists of three people who must not belong to the committee of the association. They are appointed for one year by the general assembly of members.
2. The committee on auditing of accounts has to audit the annual account and inform the general assembly of members about the result.

Office

§ 24 At the location of its headquarters, the federation establishes an office which is managed by a secretariat. After detailed instructions by the committee of the association, the secretariat is in charge of conducting the current affairs. It is responsible for fulfilling the tasks of the office and for properly carrying out the duties delegated to the employees by the committee. The secretariat reports to the committee. The heads of the secretariat are to be called in when committee meetings are held, unless matters are discussed that directly affect the secretariat. The headquarters of the office (secretariat) can be transferred to another location on the grounds of a resolution adopted by the general assembly of members.

Subscriptions and Fees

§ 25
1. If the costs incurring to the federation cannot be defrayed by the revenue or by other types of income, the members have to account for the costs by their subscriptions. The subscriptions and membership fees are fixed by the general assembly of members and are due in the course of the first quarter of each year.
2. The obligation to pay the subscription starts on the first day of the month following the day when the decision on membership application was taken.

Budget, Annual Account

§ 26
1. The financial year of the federation is a twelve-months period.
2. The committee of the federation has to prepare an annual budget covering the next financial year with regard to the costs incurring for the performance of the legal tasks and the tasks stipulated by the articles of association. The budget is to be submitted to the general assembly of members for adoption.
3. The committee is obliged to manage the business affairs of the federation according to the adopted budget. The general assembly of members is to decide on expenses that have not been provided for in the budget in a special meeting.

§ 27 Within the first three months of the financial year, the committee has to set up an account for the passed financial year. This annual statement of account must contain the total income and expenditure of the federation; the necessary receipts are to be included. After verification by the committee on auditing of accounts and the cash audit committee, the annual statement of account is to be submitted to the general assembly of members for adoption.

Management of Assets

§ 28 The assets of the federation are to be invested with utmost care, above all attaching great importance to guaranteeing the security of the investment.

Working languages

§ 29 The working languages are German and French and - depending on the demand - Spanish and English. All members are entitled to make use of their respective mother tongues provided that the members guarantee a translation into the working language themselves. Written information regarding the federation will be exclusively published in German, and perhaps in French, Spanish, and English.

Changes in the Articles of Association and Dissolution of the Federation

§ 30
1. Requests concerning changes in the articles of association and the dissolution of the federation have to be submitted in writing to the committee of the association; when the general assembly is convened, the members are to be informed of these requests as well as of the agenda.
2. If at least one fourth of the members requests the dissolution of the federation, a special meeting of the general assembly of members is to be convened to discuss exclusively about this motion. Invitations have to be sent out, at least two weeks prior to the special meeting.

§ 31 Resolutions concerning changes in the articles of association require a majority of three fourths of the votes cast. The dissolution of the federation can only be decided on by an absolute majority of three fourths of the members entitled to vote. If less than three fourths of the members entitled to vote are present at the first general meeting, a second general assembly is to be convened within four weeks. The second general assembly can pass the resolution to dissolve the federation with a majority of three fourths of the votes cast.

§ 32
1. In case of dissolution of the federation, the members are obliged to pay the regular subscriptions for the current year as well as the extraordinary subscriptions - which were already distributed among the members - to the liquidators.
2. The assets of the federation are to be used to pay off the liabilities. The general assembly of members decides on the use of the remaining assets.