Constitution

§1
Name and Registered Office

1. The Association is named „Regionalrat Wirtschaft Rhein-Hunsrueck e.V.".
2. The registered office of the association is in Simmern/Hunsrueck
3. The Association must be entered in the Register of Associations.
4. The business year is the calendar year.

§2
Objective

1. The objective of the association is to strengthen the region structurally and economically. Its activities take place in a nonpartisan way.
2. The function of the association is particularly to advertise for the setting up of industry and commercial operations as also to initiate and execute measures which boost the appeal of the County of Rhine-Hunsrueck in economic, social, cultural and other fields for the economy and for potential investment. This aim also serves the purpose of development of a positional and structural atlas and its updating.

§3
Acquiring Membership

Members can be natural and legal persons. They have equal voting rights in the general meeting. A transfer of the voting rights is not admissible.

1. With the application for membership the applicant recognises the constitution, in the event that his application is accepted. The board decides about the acceptance and is not obliged to declare any possible reasons for rejection.

§ 4
Termination of Membership

1. Membership can be lost in the following ways:
   • Death or liquidation, respectively
   • Exit at free will
   • Removal from the membership list
   • Disqualification
2. The exit at free will can only take place at the year end and must be notified in writing by the 30th of September.
3. Members that do not pay their membership fee during and beyond the year, as followed by the association, can be struck off from the membership list by way of a resolution of the board as per the conditions of the § 5 No. 4.
4. In case of important reasons at hand, a member can be disqualified from the association by way of a resolution of the board. Reasons for such disqualification are in particular:
   • Gross violation of the constitution and interests of the association as also against the resolutions and directions of the organs of the association.
   • Dishonourable behaviour within and outside the association

§ 5
Financing the functions of the association

1. The association finances its functions through contributions, support contributions and other such grants of its members and third parties.
2. The contribution is decided at the general meeting.
3. The contribution is to be paid in advance; it can be paid yearly, quarterly or monthly. The amount of the contribution is decided by general meeting.
4. Members that do not pay their membership fee during and beyond the year receive a reminder for payment. After the second ineffective reminder of this kind, these members can be struck off the membership list by a resolution of the board.

§ 6
Organs of the association

Organs of the association are:

• the general meeting
• the board of members

§ 7
General Meeting

1. The general meetings must take place at least once a year. Their implementation conforms to the by-laws, which are annexed to the constitution.
2. The general meeting is called by the chairman after coordination of dates with the board members, in writing, maintaining a two-week invitation time limit and along with a statement of agenda. It must be convened if a third of the members demand so.
3. The general meeting has a valid quorum regardless of the number of members present.
4. The decision-making takes place by way of a simple majority of votes of the present members. In case of a poll with a parity of votes, it is decided by drawing of lots. In other cases the vote of the chairman decides. For changes in the constitution, disqualification of members, the recall of members of the board and dissolution, a majority of three fourths of the total members present is required.
5. The general meeting decides about:
   • the approval of the balance sheet and the annual statement of accounts.
   • the dismissal of the board
   • the re-election of the board
   • alterations to the constitution
   • the fixing of the membership contribution
   • proposals of the board and the members.
   • the dissolution of the association
6. The Chairman - in his absence his representative - leads the general meeting. Along its course, the minutes are prepared and signed by the chief of the meeting and one board member.

§ 8
Proposals

Proposals to the general meeting from among of the members, are to be submitted to the board at least 5 days prior to the meeting of the ordinary general meeting, along with a short written justification. Apart from that, the general meeting can resolve to take up additional points in the agenda with an absolute majority of present members.

§ 9
Board of members

1. The board is made up of:
   • the chairman
   • the first vice-chairman
   • the second vice-chairman
   • the committee members
   These are appointed to the board by a general meeting. There is no maximum limit of committee members.
2. The board is elected by the ordinary general meeting. The election takes place in an open ballot. Secret ballot takes place only in case a member of the meeting applies for it. The tenure of the board is a period of three years.
3. The leadership of the association rests upon the board of members, in accordance to the constitution, guidelines and decisions established by the organs. It is responsible for all matters, as long as they are not assigned to the general meeting by the constitution.
4. In case a member of the board resigns before his tenure expires, then the board, through a cooptation, finds a member from among the members of the association, to replace the resigned member to complete the rest of his tenure.

§ 10
Representation of the association

1. The chairman represents the association judicially and extra-judicially in all matters of the association (BGB § 26 Abs. 2) singly and - as far as required - in accordance with the resolutions of the general meeting. In absence of the chairman, the vice chairman represents him as per hierarchy. Both vice-chairmen provide advice for the chairman and the chief executive in reasonable temporal extent if required.
2. The power of authority of the chairman is limited to the extent that, particular legal acts and documentations, that commit the association to obligations of more than € 2,500 in a single transaction, on behalf of the association, are to be signed by the chairman and the chief executive. If the chief executice is also chairman (§ 13 No. 2 of the constitution), the additional signing is necessary by a vice-chairman as per hierarchy for such obligations. Legal acts and documentations, which commit the association to an obligation of more than € 5,000 in a single transaction, requires additionally a resolution of the board.

§ 11
Decision making of the board

The board is competent to decide if all the members have been duly invited and at least half of the members are present. The board decides with a simple majority vote.
In case of parity of votes, the vote of the chairman, or the chairman, leading the meeting, decides.

§ 12
The Board of Trustees

1. The board of members of the association can decide the appointment of the board of trustees. This board of trustees works together towards the guidelines of the association and suggests initiatives towards their facilitation.
2. The members of the board of trustees are appointed by the board of members.
3. The members of the board of trustees elect from amongst themselves a chairman for a term of three years.
4. The board of trustees holds a meeting in coordination with the Chairman of the board of Members, at least once a year.

§ 13
Branch Office and Management

1. The Regionalrat Wirtschaft Rhein-Hunsrueck e.V. conducts itself from a branch office. It can set up other branches.
2. The chief executive is eligable as chairman. If he is elected chairman he ist entitled to vote in the board of members. The right to vote is not valid for decisions, which concern his employer-employee relationship or his function as chief executive. If the chief executice is not chairman, he is the special agent of the association within the meaning of § 30 BGB. He is the head of the branch office. Apart from the tasks conferred upon him by the general meeting of the board of members, the following tasks rest upon him:
   • the preparation of the decisions of the board and the general meetings in contact with the chairman or his representative.
   • the implementation of the decisions of the board.
   • the regular administration of the association
3. The chief executive is responsible to the board for the operations at the branch office and for the due completion of the tasks delegated to the employees under his direction. He participates in the meetings of the organs of the association, with an advisory vote, as long as it does not involve personal matters. He also conducts the minutes of the meetings of the organs of the association.
4. The chief executive is responsible to the board as regards the proper running of the accounts of the association.
5. The appointment and dismissal of the chief executive, as well as the terms of employment takes place is done by the board. The board can, in doing so, appoint the chairman or another member of the board as his representative.
6. The chief executive is authorised to issue directives to the employees within the framework of the conduct of administration.
7. Accordingly § 10 clause 2 applies to the chief executive.

§ 14
Coming into effect of the Constitution

The above constitution was decided at the foundation meeting on 6th Nov. 1995. It came into effect with an entry in the register of associations under number 1876 at the County Court Bad Kreuznach on 30th April 1996.
The constitution was altered upon the decision of the general meeting on 22nd May 2000. The altered constitution has come into effect with an entry in the register of associations under number 1876 at the County Court Bad Kreuznach on 14th August 2000. The constitution was altered on the basis of a decision of the members general meeting dated 12th May 2005. The altered constitution has come into effect with an entry in the register of associations under number 1876 at the County Court Bad Kreuznach on 11th November 2005. The constitution was altered on the basis of a decision of the members general meeting dated 17th May 2010.