AGO "General Rules of Procedure"
AGO "General Rules of Procedure"
GffK eG participation and consumer cooperative eG
Martin-Luther-Strasse 8 - D-10777 Berlin
Membership
- § 01 Acquisition of Membership
(1) Only those who have the appropriate qualifications, are active entrepreneurs in the cooperative and whose membership is in the interests of the cooperative can be accepted as a full member. Exceptions to this are possible through a joint resolution of the Supervisory Board and Management Board.
- § 02 Termination of Membership
Membership ends upon termination, complete transfer of business assets, death, dissolution of a legal person or partnership, or exclusion.
- § 03 Termination
Each member can terminate their membership in writing. The period of notice regulates the statutes. Insofar as a member has several business shares, he can terminate one or more business shares of his additional holding in writing while observing the notice period stipulated in the articles of association.
- § 04 Transfer of Business Credits
(1) A member can at any time, even in the course of the financial year, transfer his / her credit balance in whole or in part to another by means of a written agreement and thereby withdraw from the cooperative without dispute, provided the purchaser is already a member or becomes. The transfer of the business credit requires the approval of the board of directors.
- § 05 Death of a member, dissolution of a legal person or company
(1) If a member dies, his membership is continued by his heirs. If there are several heirs and they do not notify the cooperative in writing within six months after the death of which of you alone has been granted membership, this ends at the end of the financial year in which the period has expired. Up to this point in time, several heirs can only make declarations to the cooperative through a joint representative. The same applies to exercising voting rights in the general assembly. The cooperative must be notified of the joint representative in writing without delay. The continuation of membership with an heir whose person or behavior would entitle the cooperative to exclusion according to § 6 is excluded. If the heir himself is a member, double membership is ruled out. The memberships merge into a single membership at the end of the financial year in which the member dies. During the current financial year, the heir can exercise the testator's voting rights alongside his own. Organ offices exercised end in death.
- § 06 Committee
(1) A member can be excluded from the cooperative at the end of the financial year if
- § 07 Dispute
(1) For the dispute between the resigned member and the cooperative, the most recently approved annual financial statements are authoritative. The consideration of the loss carryforwards results from the articles of association. The member has no claim to the reserves and other assets of the cooperative. In the case of the complete transfer of the business credit, a dispute does not take place.
- § 08 Code of Ethics
(1) In a cooperative with many different views, members and partners, it is IMPORTANT to set a common direction with clear statements. Our code of ethics determines our being and becoming. Above all, respect and mutual respect apply, because what lives determines our thinking, feeling and acting. The focus is on people. His dignity is inviolable. His satisfaction is our mission and our calling. The preservation of the natural resources available to him as well as their sustainable protection from and liberation from harmful influences is our primary objective.
- § 09 Members' Rights
(1) Every member has the right
- § 10 Obligations of the members
Every member has the duty to support and protect the interests of the cooperative to the best of their ability.
- § 11 Organs of the cooperative
(1) The organs of the cooperative are the board of directors, the supervisory board and the general assembly, resp. the meeting of representatives.
- § 12 Composition, management of the cooperative
(1) The constitution regulates the composition of the board of directors.
- § 13 Tasks and duties of the board of directors
(1) The members of the board of directors must exercise the care of a prudent and conscientious manager of a cooperative in their management. You must keep confidential information and secrets, in particular company or trade secrets, that you have become aware of through your work on the Board of Directors. Board members who violate their duties are jointly and severally obliged to compensate the cooperative for the resulting damage. If it is in dispute whether they have exercised the care of a prudent and conscientious manager of a cooperative, then it is the burden of proof.
- § 14 Reporting to the Supervisory Board
The management board has to inform the supervisory board regularly about the essential operational principles.
- § 15 Appointment and Employment Relationship
(1) The board of directors is appointed and dismissed by the supervisory board. The board members are elected in separate ballots. The chairman of the board of directors and his deputy are elected by the board of directors after each appointment of members of the board of directors.
- § 16 Formation of will
(1) The board of directors has a quorum if more than half of its members participate. It takes its decisions with a majority of the votes cast. In the event of a tie, a member of the Management Board can request a binding decision by the Supervisory Board, otherwise an application is deemed to be rejected.
- § 17 Participation in meetings of the supervisory board
The members of the management board are entitled to attend the meetings of the supervisory board. By resolution of the
- § 18 Loans to Board Members
The granting of credits or other economic advantages to members of the Board of Management, their spouses, minor children and third parties acting on behalf of one of these persons are excluded.
Supervisory board
- § 19 Tasks and duties of the supervisory board
(1) The supervisory board represents the cooperative when concluding contracts with the members of the management board. The same applies to lawsuits against board members that have been decided by the general assembly.
- § 20 Meetings of the Board of Management and the Supervisory Board
(1) The following matters require the approval of the Supervisory Board:
- § 21 Composition and election
(1) The number of members of the Supervisory Board is regulated by the Articles of Association.
- § 22 Costitulation, passing of resolutions
(1) Following each election, the Supervisory Board elects a chairman, a deputy and a secretary from among its members. The Supervisory Board is authorized to make new resolutions at any time on the distribution of office. Each member of the Supervisory Board is entitled to apply for a new distribution of office.
General Assembly
- § 23 Exercise of membership rights
(1) The members exercise their rights in the affairs of the cooperative in the general assembly. They should exercise their rights personally.
- § 24 Deadline and venue
(1) The ordinary general assembly should take place within the first six months after the end of the financial year.
- § 25 Convocation, deadlines and agenda
(1) The General Assembly is convened by the Board of Directors.
- § 26 Meeting management
(1) The articles of association regulate the chairmanship of the general assembly.
- § 27 Subjects of the resolution
The resolutions of the General Assembly are subject to the others specified in these Articles of Association
- § 28 Majority Requirements
(1) The resolutions of the General Assembly require a simple majority of the votes cast, unless the law or these rules of procedure, as well as resolutions specifically marked accordingly, require a larger majority.
- § 29 Voting and Elections
(1) Votes and elections take place in the General Assembly by means of a show of hands or voting cards. Voting or elections must be carried out secretly with ballot papers if the management board, the supervisory board or a quarter majority of the votes validly cast when a resolution is passed so requests. Further voting options can be permitted on the basis of the statutes.
- § 30 right to information
(1) Upon request, each member is to be given information on matters relating to the cooperative at the general assembly, insofar as this is necessary for an appropriate assessment of the item on the agenda. The information is provided by the management board or the supervisory board.
- § 31 Protocol
(1) The resolutions of the General Assembly are to be recorded for evidence purposes. The protocols are to be numbered consecutively. The entry is not a prerequisite for the legal validity of the resolutions.
- § 32 Associations and committees' right to participate
Representatives of the auditing association and / or representatives of the committees (if they are not members of GffK eG) can take part in an advisory capacity at each general assembly.
Meeting of representatives
- § 33 Composition and voting rights
(1) The rights of the members in matters of the cooperative are represented by representatives of the members in
- § 34 Eligibility
(1) Representatives can only be natural persons with unlimited legal capacity who are members of the cooperative and do not belong to the board of directors or the supervisory board. If a member of the cooperative is a legal person or a partnership, natural persons who are legally authorized to represent them can be elected as representatives.
- § 35 Rotation of elections and number of representatives
(1) The election for the meeting of representatives takes place every five years.
- §36 Active and passive voting rights
(1) Every member entered in the list of members when the election is announced is entitled to vote. Excluded members have no right to vote.
- § 37 Electoral Procedure
(1) The representatives as well as the substitute representatives are elected in general, direct, equal and secret elections
- § 38 Term of office, beginning and end of the office of representative
(1) The representatives are elected for a period of five years. Re-election is permitted.
Equity and liability
- § 39 Share and Credit
(1) The business and compulsory share is regulated by the articles of association.
- § 40 Interest on business credit
Business credits do not earn interest.
- § 41 Legal Reserve
The statutes regulate the formation of reserves.
- § 42 Earnings Reserves
In addition to the legal reserve, further earnings reserves can be created. The Executive Board and the Supervisory Board decide on their formation and use in a joint meeting. The general assembly retains the right to use them to cover balance sheet losses.
Accounting
- §44 Business Year
The financial year is the calendar year. The first financial year is a short financial year and begins with the establishment of the cooperative.
- § 45 Annual financial statements and business report
(1) The board of directors must prepare the annual financial statements for the past financial year or the short financial year within five months of the end of the financial year. The management board must submit the annual financial statements and the annual report to the supervisory board immediately and then with its remarks to the general assembly for the approval of the annual financial statements.
- § 46 Use of the annual financial statements
The General Assembly decides on the appropriation of the annual surplus in compliance with the provisions of the law and these articles of association. The annual surplus attributable to the members is added to the business credit until the business share is reached or a business credit reduced by an annual deficit has been replenished. The conversions made on the share in the past financial year are to be taken into account from the first day of the calendar quarter following the payment.
- § 47 Coverage of an annual deficit
(1) The General Assembly decides on the treatment of the coverage of an annual deficit.
Further rules
- § 48 Investment, Funding Purpose, Advisory Board & Committees
(1) The board of directors and the supervisory board decide in a joint meeting on the composition of the investment and funding purpose advisory board, as well as on the composition of the individual committees and committee members. Advisory board members must be members of the cooperative and committee members must at least be classified as honorary members. They must have the necessary expertise and experience appropriate to the scope and importance of their position. Management board and supervisory board members as well as their authorized signatories and authorized agents are excluded from the office of the advisory board; Board members, members of the supervisory board and employees of GffK eG are admitted to the committees.
- § 49 Tasks, rights and obligations of the investment, funding purpose, advisory board & committees
(1) The advisory board as well as the individual committees evaluate the projects and investments prepared by the board of directors for the qualitative value for the funding purpose, compliance with and protection of the interests of the members as well as conformity with the cooperative funding mandate in accordance with the Cooperative Society Act. It takes no responsibility for the economic success of investments and rather has an advisory role by representing the interests of the members.
- § 50 Transparency and Information Obligations
(1) The cooperative informs its members regularly and transparently. In the closed member area of the website or in text form (by post or electronically), every quarter, at the latest by the fifth
- § 51 Dispute Settlement
(1) All disputes arising from the statutes, both between the cooperative and the members and between the members among themselves, will be decided by an arbitral tribunal to the exclusion of ordinary legal recourse. This also applies to disputes about the effectiveness of the statutes.
- § 52 Liquidation
After the dissolution, the cooperative is liquidated in accordance with the Cooperative Act and Section 61 AO.
- § 53 Qualification of Committee Members
To build, resp. To update their skills, the committee members are required to regularly take part in qualification offers.
- § 54 Announcements
(1) The notices of the cooperative are regulated by the articles of association.
- § 55 Auditing Association
The cooperative is a member of the cooperative association - Association of Regions eV
- § 56 place of jurisdiction
The place of jurisdiction for all disputes between the member and the cooperative from the membership relationship is the local court or the regional court, which is responsible for the domestic business address of the cooperative.
- § 57 Amendment of the Articles of Association and the General Rules of Procedure
An amendment to the statutes can only be decided by the general assembly. A majority of three quarters of the votes cast is required. The change does not take effect until it is entered in the cooperative register. Until then, the previous provisions of the articles of association apply. Changes to these General Rules of Procedure are decided unanimously by the Management Board and the Supervisory Board in a joint meeting. Unanimously decided in the board of directors and supervisory board meeting on June 24th, 2021