STATUTES
This document has been translated from the German version. Legally binding is only the German version.
Original German Version Statues:
Articles of Association of ABC Ad Bonum Civium SCE with limited Liability
I. Name and registered office of the SCE
Article 1 Company and registered office
(1) The SCE manages the company ABC Ad Bonum Civium SCE Limited
(2) The company has
a. its head office in: Germany
b. and branches in:
[list of countries]
II. Object of the SCE
Article 2 Purpose and object of the SCE, financial year, founding members
(1) The purpose of the SCE is to enable members to improve their own standard of living from a health, economic, financial, social and cultural point of view, and at the same time to protect and promote the environment, nature, health and happiness of the general public to contribute.
(2) Objects of the company are:
a. the participation in research projects and own research, development and further development of processes, applications, products and technologies that are conducive to the purpose of the SCE, in particular those for the optimal use of resource cycles and to protect the planet from the overexploitation of raw materials.
b. the project planning, construction, operation and maintenance of companies at home and abroad that are conducive to the purpose of the SCE, including all associated measures for optimal utilization of the value chain.
c. advising and promoting third-party companies within the framework of the cooperative purpose.
d. the offer and the sale or leasing of services and products to the cooperative members with price advantages.
e. the offer and sale or rental of services and products to third parties.
f. the registration of patents and granting of licences to third parties.
g. the joint purchase and sale within the framework of a purchasing and delivery cooperative for goods of all kinds.
h. the evaluation and comparison of sustainable investments as a service for members as part of membership promotion.
i. the promotion and implementation of sustainability in all areas.
j. the formation and support of sustainable regional, national and international economic cycles.
k. the transfer of individual fields of activity within the SCE's area of responsibility to third parties.
(3) The SCE may take all measures that are suitable to promote the purpose of the company, participate in other companies, found branches and other companies or acquire such. In order to fulfill its tasks, it can use the help of expert third parties.
(4) Persons who are not eligible for the use or production of the goods and the use or provision of the services of the SCE can be admitted as investing members.
(5) The SCE may also finance its business through loans from its members.
(6) The expansion of business operations to non-members is permitted.
(7) The SCE is entitled to grant silent partnerships. The change in the purpose of the company, the inclusion of new and the abandonment of existing lines of business as well as the establishment and closure of independent branches or companies, the complete or partial cessation of business operations, the sale or leasing of the company or a significant part of the company, as well as the The conclusion, the change or the cancellation of business transfer and profit transfer agreements are made dependent on the consent of the silent partners.
(8) The SCE is entitled to issue bonds, participation rights and participation certificates. These are not subject to any unconditional right to repayment due to the participation in losses in the annual result and do not contain any voting rights.
(9) The fiscal year of the SCE is the calendar year. The first financial year is a short year. It begins with the founding date of the SCE and runs until 31.12. of the founding year.
(10) Founding members of the SCE are:
[list of founding members]
III. membership
Article 3 Members
(1) Qualified to become members are:
a. individuals.
b. partnerships and legal entities under private and public law.
Article 4 Acquisition of Membership
(1) Membership is acquired through a written, unconditional declaration of membership and approval of membership by the SCE. The Executive Board decides on the admission of the members using it. The supervisory board decides on the admission of investing members according to Article 2 (4). A copy of the statutes in the current version must be made available to the applicant before submitting his application for membership. If the statutes are available on the Internet at the SCE address, it is sufficient to offer the applicant a printout of the statutes. In the case of founding members, membership can be acquired by signing the statutes instead of by signing up.
(2) The member is to be entered in the list of members without delay and to be notified of this immediately. If the SCE refuses admission, it must inform the applicant immediately and return his or her declaration of membership.
(3) The declaration of membership must contain the express obligation of the member to make the payments owed according to the law and the articles of association for the share in the company. If the statutes determine further payment obligations or a notice period of more than one year, this must be expressly acknowledged in the declaration of membership.
Article 5 Entrance fee, premium
(1) Upon joining, a one-time entry fee and a premium on the business share are due. The Special Rules of Procedure of the General Assembly (BGoG) regulate the amount and due dates.
Article 6 Termination of Membership
Membership ends by:
(1) termination
(2) death
(3) transfer of all business assets
(4) or cessation of a legal entity or partnership
(5) exclusion
Article 7 Termination of Membership
(1) The member has the right to declare his withdrawal from the SCE at the end of a financial year by giving notice of termination. It must be sent to the SCE at least one year in advance in writing by post
form.
(2) The member resigns from the SCE at the end of the year for which the notice of termination was given in due time.
Article 8 Transfer of business credit
(1) A member can at any time, even during the course of the financial year, transfer his business assets to another person by means of a written agreement and thereby withdraw from the SCE without dispute, provided that the acquirer is already a member using it. In all other cases, the transfer of business assets requires the approval of the Management Board and the Supervisory Board. The day on which the transfer was approved is deemed to be the time of departure.
Article 9 Termination of membership in the event of death
(1) If a member dies, their membership will be continued by their heirs, insofar as they are natural persons. If the beneficiary is a legal entity, membership ends at the end of the financial year in which the inheritance occurred.
(2) If there are several heirs and they do not inform the SCE in writing within six months after the death of which of them the membership is to be left to them alone, this ends at the end of the financial year in which the period expired.
(3) Up to this point in time, several heirs can only make declarations to the SCE through a joint representative. The same applies to the exercise of voting rights in the General Assembly. The joint representative must be named to the SCE in writing without delay.
Article 10 Termination of membership due to the expiration of a legal entity or partnership
(1) If a legal entity or a partnership is dissolved or expires, membership ends at the end of the financial year in which the dissolution or expiration took effect.
(2) If the dissolution or expiry leads to a universal legal successor, the universal legal successor continues the membership until the end of the financial year.
Article 11 Exclusion of a member
(1) A member can be excluded from the SCE at the end of the financial year if they culpably or unreasonably damage or attempt to damage the reputation or the economic interests of the SCE or its members through behavior contrary to the cooperative.
(2) The Executive Board decides on the exclusion.
(3) The membership of a member intended for expulsion is suspended until the next General Assembly. If there is an objection to the exclusion, the board informs the GM and initiates a vote to confirm the exclusion. The exclusion is considered confirmed if at least 75% of the votes are not in the negative, i.e. the acceptance of the objection.
(4) A member of the board of directors or the supervisory board can only be expelled if the general meeting has decided to revoke the appointment or to dismiss the member.
Article 12 Dispute
(1) The SCE has to deal with the person who has left. The balance sheet that has been determined for the financial year at the end of which the member left is decisive.
(2) The person who left the company can only demand his settlement balance, not a share of the SCE's and other assets. The dispute balance is calculated based on the member's business balance.
(3) In the event of a dispute, the SCE is entitled to set off the due claims to which it is entitled against the settlement balance. The SCE is liable for the member's settlement balance for any loss, especially in the member's insolvency proceedings.
(4) If the business assets of the members are to be used in the context of the dispute to cover losses, the business assets are calculated as described in paragraph (2), with the difference that instead of the payments actually made, the payments that the member made up to the time of his departure, without special agreements (payment in instalments / deferral), should have been used.
(5) Paragraph (3) may result in a payment obligation in the course of the dispute.
(6) The assignment and pledging of the settlement balance to third parties is not permitted and is ineffective vis-à-vis the SCE. The member is not permitted to set off the settlement balance against due liabilities to the SCE.
(7) The settlement balance is to be paid out to the person who has left the company within 8 months of the end of the financial year in which the person left the company.
(8) The person who has left the company cannot demand payment before 8 months have elapsed after leaving the company and not before the balance sheet has been established.
(9) If the balance sheet is not determined until after 8 months have elapsed after the member has left, the settlement balance from the beginning of the 9th month until the day of payment according to the ACT/365 interest rate method is 0.5% p.a. above the base interest rate of the European Central Bank to pay interest.
(10) The right to payment expires three years after the settlement balance has been determined.
(11) The payment of the settlement credit can be suspended with reference to Article 73 (4) GenG if the payment of the settlement credit falls below the minimum capital according to Article 16 (4).
(12) The order in which the notices of termination are received determines the possible order in which payments are made to the beneficiaries.
IV. Rights and Obligations
Article 13 Rights of Members
(1) The members exercise their rights in SCE matters by passing resolutions in the General Assembly.
(2) The tasks of the SCE result in particular in the right of every member to use the services and facilities of the SCE, as well as the right to participate in other subsidies that the SCE grants to its members. Details are regulated by the General Assembly's Special Rules of Procedure (BGoG) to be decided by the General Assembly.
Article 14 Obligations of the members
(1) All members have the same obligations
(2) Membership entails the obligation to contribute to the raising of the own funds required by the SCE to fulfill its tasks by taking over shares in accordance with Section 15 and making timely payments thereon and sharing in the loss. Details are regulated by the General Assembly's Special Rules of Procedure (BGoG) to be decided by the General Assembly.
V. Share, capital, reserves, exclusion of additional payments
Article 15 Share, Payments, Contributions in Kind, Admission Fee
(1) The share amounts to €10.00 and is to be paid in cash. To justify membership, at least one share – mandatory share – must be subscribed.
(2) The General Assembly can decide that, in order to use services that go beyond normal business operations, an additional subscription of shares is required, differentiated according to the degree of use. Details are regulated by the General Assembly's Special Rules of Procedure (BGoG) to be decided by the General Assembly.
(3) Each compulsory share must be paid immediately.
(4) In addition to the mandatory shares according to paragraphs 1 to 3, the members can take on further voluntary shares.
(5) The maximum number of shares with which a member can participate is unlimited.
(6) Members are permitted to make voluntary contributions in kind. Contributions in kind can be movable and immovable assets, as well as intangible goods, benefits and services. Details are regulated by the General Assembly's Special Rules of Procedure (BGoG) to be decided by the General Assembly.
(7) The payments on the business share(s), increased by attributed interest and profit shares, reduced by amortized loss shares, form the business credit to be claimed by the member.
(8) Section 12 of the Articles of Association applies to the settlement balance.
(9) The complete or partial transfer of business shares to another member or to a natural or legal person or a partnership that acquires membership is possible at any time.
(10) If a member fails to pay all or part of the payment for his shares, the cooperative is entitled to demand the premium on the shares not yet paid and the other costs not yet paid in full and in one sum and also from to require the member to pay a ten percent cancellation fee, calculated from the business shares not provided.
(11) Upon joining, an entrance fee and a premium for each share must be paid. Details are regulated by the General Assembly's Special Rules of Procedure (BGoG) to be decided by the General Assembly.
Article 16 share capital, minimum capital
(1) The capital of the SCE is denominated in euros.
(2) Payments for the shares when the SCE is founded must amount to at least EUR 30,000. Contributions in kind are possible.
(3) The share capital is EUR 30,000.00 and is variable. It may be increased by successive deposits by Members or by the enrollment of new Members and may be reduced by the full or partial repayment of the business balance, subject to the application of paragraph (4).
(4) When repaying business assets, the minimum capital must not fall below the value of 30,000 euros and beyond that the value that corresponds to 80 percent of the subscribed shares.
(5) In exceptional cases, the Management Board and the Supervisory Board can allow the minimum capital to be temporarily reduced to 60 percent of the subscribed shares. Details are regulated by one of
Special Rules of Procedure (BGoG) of the General Assembly to be adopted by the General Assembly.
Article 17 Obligation to make additional payments, reserves, interest
(1) In the event of the insolvency of the SCE according to Article Article 105, 119 GenG, the members do not have to make any additional payments to the insolvency estate. (Article 6 no. 3 GenG excludes additional payments in accordance with the statutes)
(2) A statutory reserve must be set up. It is exclusively intended to cover a loss resulting from the balance sheet.
(3) At least 10% of the net income for the year less a loss carried forward shall be allocated to the statutory reserve until the statutory reserve has reached 50% of the total amount of the liabilities shown in the annual balance sheet. The statutory reserve must be formed when the balance sheet is prepared.
(4) Furthermore, a special stability reserve and a settlement reserve can be formed. Details are regulated by the General Assembly's Special Rules of Procedure (BGoG) to be decided by the General Assembly.
(5) Members' shares do not generally earn interest. The Board of Management and the Supervisory Board can decide on an interest rate for individual financial years if the economic situation of the SCE allows this. Details are regulated by the General Assembly's Special Rules of Procedure (BGoG) to be decided by the General Assembly.
VI. Bodies of the SCE
Article 18 Bodies
The SCE opts for the dual system and has the following bodies:
(1) the Board of directors
(2) the Supervisory Board
(3) the General Assembly
Article 19 Management body - Board of Directors
(1) The Board of Directors consists of at least two members of the Board of Directors who sign and make statements in a legally binding manner for the SCE. He is appointed and dismissed by the Supervisory Board. The term of office is unlimited. The board of directors elects a chairman from among its members.
(2) Each board member is authorized to sign individually. Within the framework of the rules of procedure for the Management Board (GoV), which are to be resolved by the Supervisory Board, more specific regulations can be made for the regulation of representation.
(3) The members of the board are exempt from the restrictions i. s.d. exempted from Article 181 2nd alternative BGB.
(4) Service contracts with Management Board members are concluded by the Supervisory Board for the duration of their term of office. The General Assembly can define a framework for the contracts through guidelines.
(5) The Executive Board can also pass resolutions in writing, by telephone and electronically.
(6) The Executive Board manages the SCE under its own responsibility. It requires the approval of the Supervisory Board for
a. Rules of Procedure decisions
b. the principles of business policy
c. the economic and employment plan
i.e. the encumbrance of land and
e. the granting of procuration
(7) The Management Board shall convene a joint meeting with the Supervisory Board if a loss of more than 20% is to be expected for the annual result. The Executive Board should convene regular joint meetings with the Supervisory Board at least twice a year.
Article 20 Supervisory body - Supervisory Board
(1) The Supervisory Board consists of at least three members.
(2) The Supervisory Board is elected by the General Assembly for a period of five years. The term of office ends at the end of the next General Assembly, after the end of the term of office.
(3) The general assembly can decide on a higher number of supervisory board members.
(4) The number of investing members in the supervisory board may not exceed a quarter of the supervisory board members.
(5) The Supervisory Board has a quorum if at least half of the members participate in the passing of the resolution. The Supervisory Board can pass resolutions in writing, by telephone and electronically if no member of the Supervisory Board objects to the resolution.
(6) The Supervisory Board decides on the admission of investing members.
(7) The Supervisory Board appoints the Management Board and monitors the management of the SCE.
Article 21 General Assembly
(1) The invitation to the General Assembly must be issued at least once a year by directly notifying all members in text form. In addition to the letter form, the invitation can also be sent by email or fax.
(2) The invitation is issued by the supervisory board and must be sent at least 30 calendar days before the general assembly.
(3) In addition, the invitation and its contents and proposed resolutions can be published on the SCE website, provided that this is available, can be accessed by every member and reference is made to it in the text of the invitation.
(4) Additions and changes to the agenda must be sent in text form no later than ten calendar days before the General Assembly.
(5) Each duly convened General Assembly has a quorum.
(6) A general meeting must be convened immediately if 10% of the members' voting rights request this in a signed declaration. This statement must state the purpose and reasons for the convening.
(7) In the same way, the members can request that certain items for resolution be announced for a General Assembly that has already been convened (supplement to the agenda).
(8) Motions to supplement the agenda according to (7) must be received by the Supervisory Board in writing at least 10 days before the General Assembly.
(9) Members have one vote regardless of the number of shares subscribed.
(10) Each member or their legal representative can grant voting power in writing. A proxy cannot represent more than 4 members. If the authorized representative has multiple voting rights himself, he may not have more than five votes with the votes transferred.
(11) In the case of resolutions, the votes of investing members may not account for more than 49% in the case of resolutions with a simple majority, and in the case of a three-quarters majority not more than 24% of the valid votes cast by the voting members.
(12) The chairman of the supervisory board or his deputy, or if he is unable to do so, a member of the executive board shall chair the general meeting.
(13) The General Assembly decides on special rules of procedure for the General Assembly (BGoG).
(14) Resolutions are recorded in accordance with Article 47 GenG.
(15) The General Assembly elects the members of the Supervisory Board and regulates their term of office if a three-quarters majority of the members present or represented according to (10) decides to deviate from Article 20 (2).
(16) The General Assembly can vote out members of the Executive Board at any time with a three-quarters majority.
VII. Notices
Article 22 Announcements
(1) Announcements are made under the SCE company name in the electronic Federal Gazette.
The statutes were adopted at the inaugural meeting on ...
