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Articles
ARTICLES OF ASSOCIATION Name, Legal Form and Headquarters of the Federation § 1 This federation is an association according to German law and has been named
INTERNATIONALER VERBAND DER REINIGUNGSUNTERNEHMEN - FEDERATION INTERNATIONALE DES ENTREPRISES DE NETTOYAGE e.V. It is to be entered into the register of associations.
The headquarters of the association is Bonn.
§ 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.
§ 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.
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.
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.
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.
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.
§ 12 The federation has the following executive bodies: 1. The general assembly of members 2. The committee of association
§ 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.
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.
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.
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.
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. § 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.
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.
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.
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.
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.
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.
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
§ 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.
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.
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. |