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| Satzung und Beitragsordnung des Wirtschaftsrates |
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in the version* passed by the Federal Delegates Assembly on 17 June 2005.
Name, seat, representation and purpose of the Society
§ 1 Name, seat and representation
(1) The Society bears the name Wirtschaftsrat der CDU e.V. (CDU Council of Economic Advisers [registered society]).
(2) The seat of the Society is Berlin. The Society is entered in the official Register of Societies at Amtsgericht Charlottenburg (Charlottenburg District Court) under the number 20970 Nz.
(3) The Executive Committee, within the meaning of § 26 of the German Civil Code (BGB), comprises the President, the two Vice-presidents and the Treasurer. The Society is represented judicially and extrajudicially by the President together with another member of the Executive Committee or by two of the aforementioned members of the Executive Committee.
§ 2 Purpose of the Society
(1) The purpose of the Society is to safeguard and co-ordinate the professional interests of self-employed business people within the meaning of § 3 (1) of these Rules, also in conjunction with § 3 (3) – (5), as well as the professional interests of authorised entrepreneurs within the meaning of § 3 (2) of these Rules, also in conjunction with § 3 (3) – (5). To this end it works to implement and develop the economic and social system for the furtherance of the social market economy.
(2) The purpose of the Society is served in particular by
a) the promotion and execution of measures to support sociallyminded liberal entrepreneurship rooted in the social market economy;
b) co-operation with parliaments, authorities, associations and other institutions on all professional and economic policy matters;
c) the provision of advice to professional economic policy bodies;
d) organising meetings, seminars and working groups on professional and economic policy issues;
e) the publishing and distribution of relevant outcomes; and
f) undertaking the appropriate public relations work.
(3) The Society is a non-profit-making organisation. Any budget surpluses may only be used for tasks covered by these Rules.
Membership
§ 3 Conditions of membership
(1) Full membership is open to self-employed business people, businesses and business associations. Self-employed members of the liberal professions have the same status as self-employed business people. Provided its professional character is not altered as a result, the Society can also admit limited numbers of other self-employed persons if the nature of their economic activity generates an interest on their part in the work of the Society.
(2) Full membership is open to members of a management body, supervisory board, advisory council or similar institution of a legal person. The same applies to persons in comparable positions in a partnership or a one-man business. (Authorised entrepreneur) Provided its professional character is not altered as a result, the Society can also grant full membership to limited numbers of salaried employees if their professional function generates an interest on their part in the work of the Society.
(3) Legal and natural persons with their head office or place of residence outside Germany can become members if they satisfy the other conditions of membership.
(4) Membership may be retained beyond the cessation of the function described in the paragraphs above.
(5) Public and academic figures whose achievements have made a major contribution to the fulfilment of the Society’s purpose can be appointed corresponding members.
(6) Personalities who have rendered outstanding services to the Society and the purpose it pursues can be appointed honorary members.
§ 3a Junior groups
(1) The Presidium can authorise the setting up of Junior Groups; their members are associate members of the Society without the right to vote. They support the purpose of the Society; membership of the Junior Group expires at the end of the calendar year in which the member reaches the age of 35. The statute valid for the Junior Group is that in the version passed by the Presidium with the approval of the Federal Executive Committee. The Junior Groups’ representative body elected at the federal level must be consulted before any amendment is made to the statute of the Junior Group.
(2) Junior Group members can be admitted as full members at any time in accordance with § 5 (1) to (3) of the Society’s Rules. Provided the Junior Group statute contains no provision to the contrary, Junior Group members become full members of the Society as soon as they have reached the age limit for membership of the Junior Group.
§ 4 Membership rights
(1) Every member is entitled to participate in elections and ballots in accordance with the Rules and the laws as well as in meetings of the Society. Every member has the right to table motions to the Federal Delegates Assembly, to the State Delegates Assembly or State Members Assembly responsible for his/her place of residence and in his/her Section; the same applies to election nominations. If, in exceptional cases, members do not belong to any Section, the Federal Executive Committee will pass a special regulation to uphold the rights of these members.
(2) Only full members can be elected to organs of the Society and bodies at the different organisational levels.
§ 5 Admission procedure
(1) Admission as a full member requires the submission of a written application by the applicant; the application invariably entails the willingness of the applicant to become a member of the Section responsible for his/her place of residence/company headquarters upon admission to the Society. In special cases, especially if there is no Section at the place of residence/ company headquarters, the applicant can expressly state what other Section, which should be as close as possible to his/her place of residence/company headquarters, he/she would like to belong to as a full member. The President or, acting on his behalf, the General Secretary decides on applications for admission to the Society and on membership of a Section. The responsible State Chairperson and Section Spokesperson should be given an opportunity to state their views before a decision is made.
(2) When a decision is made on membership, care must be taken to ensure that the character of the Society, as defined in § 3 (1) and (2), is preserved.
(3) If an application for membership is rejected, the applicant is entitled to appeal to the Federal Executive Committee within one month of receiving notice of rejection. The Federal Executive Committee will then come to a final decision at its next meeting.
(4) Corresponding members are appointed by the Federal Executive Committee on the recommendation of the Presidium. Honorary members are appointed by the Federal Delegates Assembly on the recommendation of the Presidium.
(5) Sub-paragraph 1 and sub-paragraph 3 of paragraph (1) above apply to admission as an associate member and paragraphs (2) and (3) as appropriate.
§ 6 Termination of membership
Membership expires
a) through death or cessation of business activities or
b) by written notice of resignation, which must have been tendered to the Presidium six months before the end of the financial year or
c) by expulsion, which can take place by decision of the Presidium, if the member, despite repeated written admonitions, has failed to pay his/her subscription to the Society six months after it was due or for good cause.
If a decision on expulsion has been taken, § 5 (3) applies.
§ 7 Membership subscriptions
(1) Full and associate members are obliged to pay subscriptions; the amount of the subscriptions and the required date of payment follow from the rules on subscriptions, which must be passed by the Federal Delegates Assembly on the recommendation of the Federal Executive Committee.
(2) Honorary members and corresponding members are exempt from subscriptions.
(3) In individual cases, e.g. with respect to associate members, the Presidium can reach a special agreement with the member on the subscription to be paid.
Organs
§ 8 Organs of the Society are
the Federal Delegates Assembly;
the Federal Executive Committee;
the Presidium.
§ 9 Federal Delegates Assembly
(1) The supreme organ of the Society is the Federal Delegates Assembly. It decides on the fundamental aspects of the work of the Society and receives the Annual Report of the President, on which it has the right to state its views.
(2) In addition, the Federal Delegates Assembly is responsible for
a) approving the agenda;
b) electing a Conference Committee;
c) electing the President, the two Vice-presidents and the Treasurer;
d) electing 20 other Executive Committee members;
e) electing two auditors;
f) approving the annual accounts;
g) approving the past actions of the Presidium;
h) approving the past actions of the Federal Executive Committee;
i) deciding on the subscription rules;
j) amending the Rules of the Society;
k) appointing honorary presidents; and
l) appointing honorary members.
(3) The ordinary Federal Delegates Assembly must be convened within six months of the end of the financial year by the President or, if he is prevented from doing so, by a Vice-president. The date of the assembly and the deadlines for the tabling of motions and submission of election nominations must be announced early enough for the members of the Society to have an opportunity to table motions and submit election nominations within the prescribed time limit; notice of the date of the assembly must be given to the Sections early enough for them to be able to elect or appoint their delegates in good time. Invitations must be issued to the delegates in writing, setting out the agenda and including the Annual Report, not later than one month before the date of the assembly.
(4) The President or, if he is prevented from doing so, a Vice-president must immediately convene an extraordinary Federal Delegates Assembly at the request of the Presidium or by written request of one-third of the delegates or at least 10% of the full members. Paragraph (3) applies with respect to the time at which the date of the assembly is announced as well as to the form and deadline of the invitation.
(5) Based on the number of members the Sections have on 1 January of the calendar year in which the Federal Delegates Assembly is to be held, they can send one delegate for the first group of 25 members and one delegate for each subsequent group of between one and 25 members; the delegates can only be replaced by substitute delegates from their own Section.The members of the Federal Executive Committee are also members of the Federal Delegates Assembly.
(6) All the members of the Society can take part in a consultative capacity in Federal Delegates Assemblies; guests may also be invited.
(7) The Federal Delegates Assembly is conducted by a Conference Committee, the numbers and members of which are determined by the assembly itself. Assembly resolutions must be recorded in minutes, which must be signed by the assembly chairperson and one other member of the Federal Delegates Assembly.
§ 10 The Federal Executive Committee
(1) The Federal Executive Committee is the organ responsible for the formulation of fundamental objectives relating to topical professional, economic and social policy issues, unless responsibility rests with the Federal Delegates Assembly, as laid down in § 9 (1).
(2) In addition the Federal Executive Committee is responsible for
a) determining the main focus of the Society’s work;
b) appointing committees;
c) electing up to six Presidium members from the group of members who belong to the Federal Executive Committee in accordance with (3) b), c) and e) below;
d) approving the actions of the Presidium in co-opting additional Presidium members and appointing the management;
e) co-opting additional members of the Federal Executive Committee;
f) appointing the members of the Board of Trustees;
g) appointing corresponding members of the Society;
h) proposing the subscription rules;
i) deciding on the budget;
j) approving the President’s Annual Report;
k) deciding on
- a special regulation for members of the Society who do not belong to any particular Section, as specified in § 4 (1), and
- for boundaries deviating from those of a State Association, as set out in § 16 (1); and
l) taking a final decision on the admission or the expulsion of a member pursuant to § 5 (3) and § 6 c) respectively.
(3) The Federal Executive Committee shall consist of a maximum of 50 persons, who cannot represent each other; it comprises
a) all the members of the Presidium;
b) the 20 other members of the Federal Executive Committee elected by the Federal Delegates Assembly;
c) the General Secretary;
d) the members co-opted by the Federal Executive Committee; and
e) the State Chairpersons irrespective of the maximum number of 50.
(4) The Federal Executive Committee shall meet at least five times a year. Unless the Federal Executive Committee decides otherwise, the President issues invitations to attend the meetings and announces the agenda within a reasonable period of time. The President must immediately convene a meeting if so requested by one-third of the members of the Federal Executive Committee. The meetings are chaired by the President or, if he is unable to attend, by a Vice-president. Decisions are recorded in minutes, which must be signed by the person chairing the meeting and one other member of the Federal Executive Committee; an attendance list must be attached to the minutes.
§ 11 The Presidium
(1) The Presidium represents the Society and is responsible for all matters concerning the Society, unless these have been transferred in sub-areas to other organs, including the management. The Presidium is responsible, in particular, for the fulfilment and further formulation of the purpose of the Society, recommendations on fundamental political positions, and the budget.
(2) The Presidium is also responsible for
- preparing the Federal Delegates Assembly and the meetings of the Federal Executive Committee;
- carrying out the decisions of these organs of the Society; and instructing and
- monitoring the management it has appointed with the approval of the Federal Executive Committee.
(3) To flesh out the Rules, the Presidium will enact an organising statute for the work of the Society, the State Associations and the Sections.
(4) The Presidium, which shall meet on a monthly basis, consists of
a) the President, the two Vice-presidents, the Treasurer and up to six members elected by the Federal Executive Committee;
b) up to eight other members co-opted by the Presidium with the approval of the Federal Executive Committee.
Management
§ 12
(1) The management attends to the day-to-day and urgent business of the Society under the overall charge of the General Secretary. The General Secretary and the managers are appointed and dismissed on the recommendation of the Presidium and with the approval of the Federal Executive Committee [§ 10 (2) d]. The General Secretary and the managers are given power of authority for their area of responsibility in accordance with § 30 of the German Civil Code (BGB) and are entered as such in the official Register of Societies.
(2) The Berlin office, the State managers and their offices are answerable to the General Secretary. In matters extending beyond the ordinary course of business the General Secretary shall only make use of his authority to issue instructions to the managers by agreement with the respective State Chairperson.
(3) The General Secretary is the superior of all the employees of the Society and is responsible for all personnel matters, including the conclusion and termination of employment contracts.
(4) The General Secretary is authorised to report amendments to the Rules for entry in the official Register of Societies.
Board of Trustees
§ 13
(1) The Board of Trustees supports the work of the Society and advises its organs. It convenes at least once a year for a meeting chaired by the President and attended by the members of the Federal Executive Committee.
(2) The Board of Trustees comprises up to 80 respected figures from the world of business, academia and politics. Its members are appointed by the Federal Executive Committee, where appropriate in concert with the State Chairpersons.
Budget
§ 14
(1) The running expenses of the Society are covered by the members’ subscriptions as decided in accordance with § 7 (1) or paid by agreement.
(2) The annual accounts for the past financial year and the budget for the coming financial year are drawn up by the Treasurer and approved by the Presidium; the budget is passed by the Federal Executive Committee.
(3) The financial year is the calendar year.
Regional structure
§ 15 Organisational levels
The organisational levels of the Society are
- the State Associations and Associations outside Germany;
- the Sections.
§ 16 State Associations
(1) The Society has State Associations at the State level. Exceptions can be agreed by the Federal Executive Committee.
(2) The State Association is responsible for performing the professional and economic policy tasks in its area, provided these tasks do not affect several State Associations together and hence can only be carried out by the Society and its organs; in case of doubt the Presidium decides. The State Association must take due account of the decisions made by the organs of the Society and heed the principles of the Society.
(3) The State Association is headed and represented by a State Executive Committee.
a) The State Executive Committee consists of the State Chairperson, a minimum of two and a maximum of six other members and, in a consultative capacity, the State managers working in the State Association in accordance with § 16 (4).
b) The State Executive Committee is elected at a State Delegates Assembly which must be convened at least once a year – § 9 (5) to apply as appropriate – on condition that the Sections can send one delegate for the first group of 10 members and one for each subsequent group of between one and 10 members. The State Association can substitute a State Members Assembly for a State Delegates Assembly, especially in State Associations covering a comparatively small geographical area. § 9 (6) applies accordingly to the State Delegates Assembly and the State Members Assembly.
c) The State Executive Committee agrees on rules of procedure, meets at least four times a year and is to be organised in a manner equivalent to that of the Presidium. The State Chairperson must be confirmed by the Presidium.
d) The State Executive Committee can co-opt three additional Executive Committee members. If a State Association has more than 1,000 members on 1 January of a calendar year, one addican be co-opted for every subsequent group of between one and 250 members. The State Executive Committee can also set up State committees by agreement with the Presidium.
(4) Where necessary, the State Executive Committee is supported in its work by State managers. The State managers carry out the day-today and urgent business of the State Association in co-ordination with the State Executive Committee. The State managers are appointed by the General Secretary acting in concert with the State Executive Committee and the Presidium.
(5) The State Executive Committee can set up a State Advisory Council.
§ 17 Associations, Sections outside Germany
(1) Associations or Sections outside Germany are set up with the approval of the Presidium. They are assigned directly to the management in Berlin. § 12 (2), 16 and 18 apply accordingly.
(2) The Chairpersons of the Associations outside Germany have the same status as the State Chairpersons and are members of the Federal Executive Committee § 10 (3) e.
§ 18 Sections
(1) The State Association consists of Sections. Details are specified by the State Executive Committee by mutual agreement with the Presidium. In special cases the Presidium can decide on its own.
(2) Special importance attaches to the Section as an important working unit of the Society. The Section is responsible for fulfilling the professional and economic policy tasks in its area.The Section must take due account of the decisions of the organs of the Society and the State Executive Committee, heed the principles of the Society and give consideration to the concerns of the other Sections.
(3) The Section holds an assembly of members at least once a year and organises at least two other events, to which guests can be invited.
(4) The Section Executive Committee consists of the Section Spokesperson plus a minimum of two and a maximum of six other members. The Section Executive Committee runs and represents the Section and should be organised in the manner specified in the provisions on the Presidium and the State Executive Committee. The Section Spokesperson must be confirmed by the State Executive Committee.
Rules of procedure
§ 19 Quorum
The organs of the Society and the bodies at the organisational levels have a quorum if they have been convened in compliance with the Rules.
§ 20 Requisite majorities
(1) Elections are held and resolutions passed by a simple majority of the valid votes cast. Abstentions do not count in ascertaining majorities. In the event of a tie a motion is deemed to have been rejected and a run-off ballot is held in elections.
(2) A majority of three-quarters of the valid votes cast is needed for amendments to the Rules.
(3) A majority of three-quarters of the valid votes of all the full members in attendance is needed for a resolution on dissolution in accordance with § 24.
§ 21 Votes
Votes are taken by a show of hands or by the holding up of voting cards, unless at least a quarter of the voters present calls for a secret ballot.
§ 22 Elections
(1) The elections of the members of the Society’s organs and of the members of the bodies of the organisational levels are secret and involve the use of ballot papers, unless alternatives are explicitly authorised (see below). All other elections can take place openly if no objections are raised upon the relevant question being put.
(2) The President and Treasurer are elected in separate ballots. The Conference Committee lays down the details of the electoral procedure.
(3) The two Vice-presidents are elected in a single ballot. Votes are cast by putting a cross next to the name of a candidate on the ballot paper. The ballot paper must contain the names of all the candidates nominated. Ballot papers on which a cross has not been put next to at least one candidate or crosses have been put next to more than two candidates are invalid.
(4) The other members of the Federal Executive Committee are elected in a single ballot.Votes are cast by putting a cross next to the name of a candidate on the ballot paper. The ballot paper must contain the names of all the candidates nominated. Ballot papers on which crosses have not been put next to at least three-quarters of the number of candidates to be elected or on which crosses have been put next to more than the number of candidates to be elected are invalid. If an insufficient number of candidates achieves the requisite majority, a final ballot is held which is contested by as many of the non-elected candidates with the next lowest number of votes as corresponds to one-and-a-half times the number of the seats hitherto unoccupied.
(5) § 22 (4) applies accordingly to the election of up to six additional Presidium members by the Federal Executive Committee, unless the members of the Federal Executive Committee present agree unanimously on a different election procedure.
(6) § 22 (1) – (4) applies accordingly to elections at State Association and Section level in Germany and abroad. The members of the bodies of these organisational levels and the delegates can be determined or elected in a different procedure, however, if the Delegates Assembly or Members Assembly so decides.
(7) Open votes can be taken at all other elections if no objections are raised prior to the election when the relevant question is put.
§ 23 Election period and re-election
The members of the Society’s organs and of the bodies of the organisational levels must be elected every second financial year at least; they remain in office until the next regular election. Re-election is permissible.
Miscellaneous
§ 24 Dissolution of the Society
An assembly of full members convened for the purpose decides on the dissolution of the Society. If the majority stipulated in § 20 is not achieved at this assembly, a second assembly can be convened at which the resolution on dissolution can then be passed by a majority of three-quarters of the valid votes cast by the full members in attendance. The assembly of members, to which the provisions on an extraordinary Federal Delegates Assembly apply, must appoint a liquidator and pass a resolution on the non-profit-making organisation to which the assets shall fall. The resolution must be implemented by the liquidator acting in agreement with the tax office responsible. Should a resolution to this effect not be passed, the assets shall go to the Stifterverband für die Deutsche Wissenschaft (Association of Sponsors for the Promotion of German Science) or, alternatively, in equal parts to the Innere Mission (Home Mission) in Germany and the Deutscher Caritasverband (German Charitable Organisation).
§ 25 Consistent statutory law
The statutes of the organisational levels must not contravene the provisions set out in these Rules.
§ 26 Equal treatment clause
In these Rules the masculine form of address is used by way of substitution for the feminine form. (This is of no significance in the English translation).
Subscription rules as of 1 January 2006
The Federal Delegates Assembly of the Wirtschaftsrat der CDU e.V. passed the following resolution on subscription rules on 17 June 2005 in accordance with § 9 paragraph 2 (i) of the Rules.
1. For company membership purposes the respective members are advised to ascertain which amount is appropriate to them on a capital-based contributions scale.
In the case of equity capital of
over €50 million a subscription of €18,000;
€25 million to €50 million a subscription of €12,000;
€5 million to €25 million a subscription of €6,000;
€2.5 million to €5 million a subscription of €3,000
is recommended.
The minimum subscription for company membership is €2,500.
2. The personal membership subscription for shareholders, board members and managers of a company is at least €980.
3. The exceptional subscription for members who do not belong to Group 2 is at least €500.
4. The subscription for senior citizens (following retirement from their main professional function) is at least €180.
5. The subscription for members of the Junior Groups is at least €95.
For Junior Group members who leave the Junior Group after reaching the age of 35 the subscription is
– at least €200 for the first subsequent calendar year;
– at least €300 for the second calendar year;
– at least €500 for the third calendar year;
– from the fourth calendar year onwards former Junior Group members are liable without restriction to the payment of subscriptions in accordance with Fig. 2 or Fig. 3 above.
6. Honorary members and corresponding members are exempt from subscriptions.
7. Subscriptions must be paid for the full current calendar year (1 January to 31 December) and, in the event of notice of resignation, also for the calendar year in which the notice of resignation becomes legally effective (§ 6 b).
Members applying to join in the second half of a calendar year are obliged to pay half of the subscription valid for them for the year in which they are admitted.
Subscriptions must be paid by 31 January of each year; members joining in the course of a calendar year must pay by the end of the month following the month in which a decision on their admission was made.
These subscription rules come into force on 1 January 2006. All previous subscription guidelines are thereby rendered invalid.
Bank account:
Deutsche Bank AG, Bonn office, account number 3100476, bank sort code 380 700 59
* This is an English translation of the German original.
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