Statutes

Statutes of the organisation pro Software Escrow e.V.

Status: 27.01.2017

§ 1 Name, registered office of the association

1. The name of the Association is Organisation pro Software Escrow e.V..
2. The registered office of the Association is Munich.
3. The Association’s year is the calendar year.

§ 2 Purpose of the Association

The purpose of the Association is the comprehensive promotion of software escrow (escrow of source code), in particular the interests of software escrow users and providers, lawyers and law firms in the field of information technology and other service and consulting companies in the field of source code escrow.

The association’s objectives are realised, for example, through the following activities:

the systematic pursuit of education on the topic of ‘protecting investments in software and IT’ in the interests of a functioning economy;
Representation of interests and raising awareness of software escrow through appropriate presentations, events, public relations and marketing co-operation;
developing standards and thereby guaranteeing the consistently high quality of escrow services provided by member companies;
to contribute to the creation of an appropriate legal framework and binding legal certainty in the area of software escrow and related legal issues.

§ 3 Members

1. Members of the Association may be individuals, companies, associations or other organisations.
2. The members have the task of supporting the purpose of the association to the best of their ability.
3. Members are obliged to promote the purpose of the Association, to actively support the Executive Board and any appointed managing director to the best of their ability and to comply with the resolutions and instructions of the Association’s bodies. Membership may not, however, jeopardise the business policy of the respective members.

§ 4 Rights and duties

1. f several members are economically or legally linked by a majority and together pay only one membership fee, they may only exercise their voting rights as members once.

2. There are 5 categories of membership, each of which grants different voting rights as follows:

1. full membership for law firms and companies [1] 5 votes
2. universities and institutions [2] 3 votes
3. membership for law firms and companies [3] 2 votes
4. syndicates and individual lawyers, experts, individuals [4] 1 vote
5. trainee lawyers, students, trainees [5] 1 vote

3. Representation by other members to exercise voting rights is permitted.

4. The membership fee is generally payable in advance. Membership fees are due 30 days after invoicing. Payment of the respective amount is a prerequisite for exercising the right to vote.

5. Newly admitted members may be required to pay an admission fee. The General Meeting shall decide on the regular amount of the membership fee and the admission fee; in justified exceptional cases, the Executive Board shall decide.

§ 5 Application and admission

The Executive Board decides on the application for admission. It is not obliged to disclose any reasons for rejection. An appeal to the General Assembly of Members is permitted against a rejection of membership by the Executive Board. With the application for membership, the applicant recognises the current statutes of the association in the event of admission.

§ 6 Termination of membership

1. Membership ends when a member resigns, is expelled, liquidated or removed from the membership list.
2. The voluntary resignation of a member from the Association can only be declared in writing at the end of the year with a notice period of six months to the end of the year.
3. If, in the case of § 14 Para. 1 e, the respective membership fee is increased by more than 25% in relation to the previous year, the member may declare their resignation at the end of the financial year within a period of 30 days, calculated from the date of notification, without observing the notice period of 6 months.
4. A member may be excluded from the Association by resolution of the Executive Board if there is good cause. Grounds for expulsion include, in particular, gross violations of the Articles of Association, violations of the Association’s interests and violations of resolutions and directives. The member must be warned in writing before expulsion. Even in the event of expulsion, unpaid contributions must be paid in arrears.

§ 7 Bodies of the Association

1. The Executive Board
2. The ordinary general meeting

§ 8 Executive Board

1. The Executive Board is composed of

• the Chairman of the Executive Board
• and two further members of the Executive Board.

2. The Executive Board decides by simple majority which of the other members of the Executive Board will deputise for the Chairman of the Executive Board.
Double or multiple membership as a representative of several members on the Executive Board is excluded.

3. The General Meeting may decide to expand the Executive Board by one additional member to a total of four members before the regular election of a new Executive Board.

4. The Executive Board shall be elected by the members from among the eligible members or the representatives appointed by the member companies for a term of one year from the day of the election. The term of office extends beyond this period until new elections are held.

5. The Executive Board may co-opt advisory members to the Executive Board. The term of office of the advisory members is linked to the regular term of office of the elected Board of Directors and ends with the new election of the Board of Directors. The outgoing Chairman of the Executive Board is deemed to have been co-opted with his consent from the day of the new election, unless he is appointed to the Executive Board by election. Paragraph 5 of this section applies analogously to co-opted members.

6. Apart from death and expiry of the term of office, the office of a member of the Board of Directors shall expire upon the departure of his member company from the Association, his departure from the member company he represents, his resignation from the Association and by a written declaration of resignation, which may be submitted at any time.

7. If a member of the Executive Board resigns before the end of their term of office, a General Meeting must be convened for the purpose of a by-election within a period of 2 months, calculated from the date of resignation. This does not apply if the Executive Board consists of 4 members for a term of office on the basis of a resolution passed by the members.

§ 9 Area of responsibility of the Executive Board

1. The Executive Board manages the Association jointly in all internal and external, judicial and extrajudicial Association matters, whereby each member is authorized to represent the Association alone.

2. The right of representation of the Executive Board is limited internally to legal acts and deeds that obligate the Association under property law to the amount of no more than € 7,500 for an individual case. Amounts in excess of this require the approval of a Finance Committee or the General Meeting. If a finance committee has been appointed, only its approval is required.

3. The functions of the Executive Board include, among others

• external representation (Chairman of the Board);
• general organization and project management on a case-by-case basis;
• Content positioning (e.g. content of the website and other publications), marketing and PR;
• Secretary;
• Budget planning and accounting (treasurer).

The Executive Board decides by simple majority on the allocation of individual tasks to individual Executive Board members. Individual Executive Board tasks can be transferred to ordinary members by Executive Board resolution, provided they accept the transfer. Assigning tasks to other members does not release the Executive Board from its responsibility for these tasks.

4. The Executive Board also has the following duties:

• Preparing and convening the General Meeting and implementing the resolutions of the General Meeting;
• Adoption of the budget; preparation of the annual report;
• Conclusion and termination of employment and service contracts, insofar as this is not assigned to an appointed managing director;

The Board of Directors may adopt rules of procedure, which may also include a regulation on the reimbursement of expenses for members of the Board of Directors within the framework of the tax guidelines.

5. the Management Board is only liable for gross negligence or intent within the scope of its activities.

§ 10 Passing of resolutions by the Executive Board

1. The Executive Board has a quorum if all members of the Executive Board have been invited and at least half of the members are present. The Executive Board decides by a simple majority of votes. In the event of a tie, the Chairman of the Management Board has the casting vote.
2. In urgent cases, a Management Board resolution can also be passed by fax or e-mail. In this case, all members of the Management Board must be informed, stating the subject matter, and an appropriate response time must be taken into account. Such a resolution has been passed if a majority of all Management Board members is counted.
3. The voting rights of a member of the Management Board cannot be transferred.

§ 11 Management

Insofar as the Board of Directors or the General Meeting is not responsible, day-to-day business operations may be carried out by managing directors or employees of the Association. The details are regulated by the respective contract. The Executive Board is responsible for the area of management.

§ 12 Advisory board

The Executive Board may elect an Advisory Board. The members of the Advisory Board do not have to be members of the Association. Further details are regulated by the advisory board rules of procedure.

§ 13 Ordinary General Meeting

The ordinary general meeting takes place once a year. It is convened by the Executive Board at least three weeks before the date of the meeting. Invitations shall be issued in writing. The invitation should contain the agenda set by the Executive Board.

§ 14 Resolutions of the General Meeting

1. the General Meeting shall decide on

• Approval of the annual accounts
• Discharge of the Executive Board
• New election of the Executive Board
• Amendments to the Articles of Association
• Determination of admission fees and membership fees as well as any special benefits
• Approval of the budget
• Motions from the Executive Board and members
• Dissolution of the association

2. Elections may be conducted according to the principle of relative election. Further details may be regulated by election regulations.

3. The General Meeting shall only have a quorum if at least 50% of the members are present or represented. Resolutions are passed by a simple majority of votes. In the event of a tie, the motion is rejected.

4. A majority of 2/3 of the total votes present is required to pass resolutions on amendments to the Articles of Association and the dissolution of the Association, as well as the redetermination of membership fees.

5. In the event of a lack of quorum, the Board of Directors is obliged to convene a second General Meeting with the same agenda within four weeks. It is possible to convene the second General Meeting on the same day as the first General Meeting. The second general meeting shall constitute a quorum regardless of the number of members present. This must be indicated in the invitation.

6. The resolutions of the General Meeting shall be recorded in minutes, which shall be signed by the chairman of the meeting and the secretary.

7. A written resolution of the General Meeting is possible. In this case, the information and a draft resolution must be sent by email, fax or letter, and a period of at least 2 weeks must be allowed for the vote to be cast after the date of delivery or if the first attempt at delivery is undeliverable. This deadline does not apply if all members agree to the resolution being passed in writing. Votes must be cast in writing to a member appointed by the Board of Directors, who shall also count the votes and inform the Board of Directors of the result. The result shall be communicated to the members in writing without delay.

§ 15 Extraordinary General Meeting

The Board of Directors may convene an Extraordinary General Meeting. At the written request of at least 10% of the members, the Board of Directors must convene a General Meeting, stating the proposed agenda. The provisions governing the ordinary general meeting apply accordingly to the extraordinary general meeting. Motions to the General Meeting from among the members must be submitted to the Executive Board in writing at least one week before the Extraordinary General Meeting convenes, together with a brief statement of reasons.

§ 16 Committees

The Executive Board is authorized to set up committees. The rights and duties of the committees shall be governed by committee regulations to be adopted by the Executive Board.

§ 17 Dissolution of the Association

The Association may only be dissolved by a General Meeting convened in accordance with the Articles of Association and in compliance with the regulations for the General Meeting with a majority of 2/3 of the total votes present. Unless the General Meeting decides otherwise, the Executive Board shall be appointed as liquidator for the dissolution of the Association. In the event of dissolution or termination of the Association, the existing assets of the Association shall be used after deduction of costs, following a prior resolution by the General Meeting.

§ 18 Entry into force of the Articles of Association

The above version of the Articles of Association was adopted at the General Meeting on October 19, 2016. If the entry in the register of associations conflicts with certain contents of the Articles of Association, each member of the Executive Board alone is authorized to make the corresponding changes independently.

[1] 5 named persons can use the benefits of membership

[2] 3 named persons can use the benefits of membership

[3] 2 named persons can use the benefits of membership

[4] only the member him/herself can use the benefits of membership

[5] against proof; only the member him/herself can use the benefits of membership, for a maximum of 3 years, after which the member is automatically assigned to category 4 unless notice of termination is given