EUROPEAN ECONOMIC SENATE
(a registered association) (EES)
(EUROPÄISCHER WIRTSCHAFTSSENAT e.V. (EWS))
The “EUROPEAN ECONOMIC SENATE” – EES – supports the improvement of economic framework conditions for entrepreneurs and enterprises at the national, European locations. In the EES successful business personalities are associates. They are particularly aware of their social responsibility towards state and society, think and act beyond national borders, markets and their own business interests and are active in politics, the economy and society.
§ 1 Name and Registered Offices
I. The association carries the name EUROPÄISCHER WIRTSCHAFTSSENAT e.V. - EWS - (EUROPEAN ECONOMIC SENTATE, reg. assoc. - EES-).
II. Registered offices of the association are located in Munich.
The address thereof is:
Nymphenburger Str. 118, D-80636 Munich ,
Tel.: + 49 (0)89 12 60 08 88, Fax: + 49 (0)89 12 60 08 47
The association maintains an international office in Brussels.
III. Financial year is the calendar year.
§ 2 Purpose and Functions of the Association
The associations pursues the following functions and objectives:
I. To provide the expertise and experience of its members in an advisory capacity to the political decision makers, national governments and parliaments, in order to support the work of politics in the interest of the European political economies.
II. To suggest and provide suitable discussion partners for interviews, statements and reports to representatives of the media.
III. To contribute to a positive public image of entrepreneurship by example of its members.
IV. To promote the cooperation and exchange of experiences between its members in Europe, and at association level make available its business competence to it cooperation partners, the Bavarian Taxpayers Association (Bund der Steuerzahler in Bayern e.V.) and the Taxpayers Association of Europe, TAE. For this purpose sections, to which in turn the objective of these articles of association apply, are established in European countries.
V. The financing of EES projects and events.
VI. The proclamation and adherence to an EES code of honour.
§ 3 Political Independence
The association is non-partisan and independent. It shall refrain from any and all commenting in regards to national foreign politics of the European countries.
§ 4 Services
The members of the association are entitled to all services of the EES and its joint institutions, e.g. sections and commissions. The chief executive officer of the EES is the direct personal contact person of the members and provides or coordinates the desired services.
§ 5 Membership
I. Full membership in the association can be obtained by corporate entities and all natural person, who participate as enterprises in economic legal relations and are willing to support the objectives of the association.
The representatives of the enterprises shall be appointed economic senators of the EES.
II. The Bavarian Taxpayers Association (Der Bund der Steuerzahler in Bayern e.V.) and the Taxpayers Association of Europe (TAE) are full members of the association.
III. Honorary members of the association can be personalities from politics, science and society, who have particularly rendered outstanding services to their national business locations or the European business location, and thus are appointed honorary members by the chairman of the board.
IV. Supporting members of the association can be corporate entities, which support the objectives of the association. They shall be represented in the EES by a member of the board, the management or an appointed member of the corporate management.
V. The period of membership shall be at least two years. It will be renewed by further one-year periods, if not cancelled in writing at least three month before the end of the membership year. With the termination of the membership the member shall also lose his or her further functions within the association.
VI. Potential members shall send their applications for membership to the chief executive officer of the association.
VII. Members shall be admitted via the association. All members of the board shall decided on the membership of an applicant. In the event of a tie in votes, the chairman of the board shall decide.
§ 6 Honorific title "Senator h.c."
I. Based on a decision of the management board of the association, representatives of the full members can be awarded with the title “senator h.c.”. The members thus awarded shall receive a special certificate for this.
II. Prerequisite for the award of this honorary distinction are at least two years of full membership in the association of the enterprise represented, active promotion of the objectives of the association, supra-regional notoriety of the represented enterprise und outstanding dedication to the achievement of the objectives of the association.
III. The award certificate is issued by the chairman of the board. After the certificate is awarded, the member has the right to carry the following title and use it in written correspondence for the duration of the membership:
EUROPEAN ECONOMIC SENATE
§ 7 Membership Fees
I. The one-time admission fee is 500,-- Euro.
II. The membership fee for full membership is 300,-- EURO per month.
III. The membership fee for supporting members is at least 300,-- Euro per month.
IV. The general meeting can decide the increase of fees by simple majority.
§ 8 Termination of Membership
I. The membership ends with death (natural person), cancellation (corporate entity), resignation or exclusion.
II. The notice of resignation requires written form.
III. The general meeting can exclude a natural person as member, if after a hearing of the member to be excluded it determines by resolution a violation of the articles of association or the interests of the association.
IV. On the orders of the chairman of the board and the chief executive officer a member can be immediately excluded, if despite repeated reminders he or she is three months in default paying with membership fees.
§ 9 Organs of the Association
The organs of the association are:
I. The general meeting
II. The management board
III. The supervisory board
§ 10 General Meeting
I. The general meeting comprises of the full members of the association and the management board. It is chaired by the chairman of the board or, if unable to be present, by another member of the board. If no member of the board is present, the meeting determines the chair. At election the chair of the meeting can be assigned to an election committee for the duration of the election and after preceding discussion.
II. The general meeting is responsible for all matters of the association. In particular it makes decision on:
• Changes to the articles of association
• Determination of membership fees
• Election of the management board
• Election and dismissal of the two members of the European Economic Senate in the advisory board
• Approval of the yearly budget
• Approval of the actions of the supervisory board and the management board
• Dissolution of the association
III. A general meeting takes place once a year. It is convoked under announcement of the agenda and chaired by the chairman of the board. The convocation period is 21 days. Convocation has to take place in written form. An extraordinary general meeting takes place of at least 40% of the members demand it in writing, stating the reasons for doing so.
IV. The general meeting has a quorum if it was duly convoked. It makes decisions by simple majority.
V. Minutes are taken of the general meeting. The keeper of the minutes is appointed by the chair of the meeting. A non-member can also be appointed keeper of the minutes. The minutes are to be signed by the chair of the meeting as well as the keeper of the minutes.
VI. Resolutions regarding changes to the articles of association or the dissolution of the association require a majority of three-fourths of the votes. For the dissolution of the association a joint proposition of the supervisory board and the management board is necessary.
VII. Votes are principally cast openly as far as there is no objection raised by the meeting. Secret votes are necessary for elections.
VIII. A transfer of votes is not possible.
IX. Resolutions regarding matters that are not on the agenda can only be passed if there is no objection from the meeting.
X. The general meeting is not public. The chair of the meeting can admit guests.
§ 11 Management Board
I. The management board comprises of one chairman and two additional members of the board. The general meeting elects the management board and the chairman of the board
II. The chairman of the board carries the title “President”, the other members of the board carry the title “Vice-President”.
III. The members of the board are election for a five-year-term. Re-election is permissible. If a member of the board resigns during office, the remaining members of the board elect a replacement member for the remaining term of office of the member who has resigned. In the event of a tie, the vote of the chairman of the board decides.
IV. The management board has the following duties:
• Implementation of the policies of the association
• Execution of resolutions of the general meeting and the supervisory board
• Adoption of the budget
• Representational tasks
V. The management board generally passes resolutions during board meetings which are convoked by the chairman of the board, if unable to be present, by another board member in writing, via telephone, e-mail or facsimile. The board meeting can also be held via telephone or video conference. The board has a quorum, if at least 2 board members, among them the chairman of the board, are present. Resolutions are passed by majority of the valid votes cast. In the event of a tie, the vote of the chairman of the board decides. For purpose of evidence, the resolutions of the management board have to be entered into a record of resolutions and signed by the chair of the meeting. A resolution by the board can be passed in writing if all board members give their consent to the provision to be decided.
§ 12 Supervisory Board
I. The supervisory board comprises five members that are made up as follows:
• One member of the supervisory board is appointed by the Taxpayers Association of Europe, TAE.
• Two members of the supervisory board are appointed by the Bavarian Taxpayers Association (Bund der Steuerzahler in Bayern e.V.).
• Two members of the supervisory board are elected by the general meeting.
II. The members of the supervisory board, who have to be full or honorary members of the association, are appointed for a term of five years. Re-election is permissible.
III. The supervisory board elects from its midst a chair and the deputy thereof.
IV. The supervisory board has the following duties:
• Choosing, appointment and dismissal of the general secretary and the chief executive officer
• Approval of the founding of European sections
• Controlling of the statutory management of the association
• Controlling of the financial and budgetary conduct of the association
• Controlling of the use of association’s assets and revenue
§ 13 Expanded Bureau
I. The expanded bureau comprises members of the management board, the secretary general, the chief executive officer and the committee delegates of the European EES sections.
II. Every country shall be represented by a committee delegate in the expanded bureau.
III. The expanded bureau has the following duties:
• The committee delegates provide their expertises to the management board and the management body of the EES in an advisory capacity.
• The committee delegates represent the interests of the respective European sections.
• The committee delegates represent the interests of the EES in the respective European sections.
• The expanded bureau convenes upon invitation of the chairman of the board.
§ 14 General Secretary
I. The general secretary is elected and dismissed by simple majority by the supervisory board. He or she shall not receive any salary for his or her time and effort, but rather acts within the framework of an honorary position.
II. The secretary general shall be compensated for expenses that he or she incurs in the context of his or her work for and in the interest of the EES (e.g. travel expenses).
III. The general secretary has the following duties:
• Promotion of membership development
• Consultation regarding the strategy of the association
• Contact person for the members
• Consultation of the management board and supervisory board
§ 15 Chief Executive Officer
I. The chief executive officer is elected by simple majority by the supervisory board. The supervisory board decides by simple majority about the dismissal of the chief executive officer and the termination of his or her employment contract.
II. The managing board implements the resolution of the supervisory board regarding the appointment or dismissal of the chief executive officer by concluding an employment contract with the chief executive officer or giving notice of termination of aforementioned contract towards the chief executive officer. When concluding the employment contract with the chief executive officer the association is solely represented by a member of the management board, who is authorised to carry out business. The same shall apply to giving notice of termination of the employment contract.
III. The chief executive officer acts within the framework of an employment contract with the association and shall receive adequate compensation for his or her work.
IV. The chief executive officer has the following duties:
• Management of the ongoing business of the association
• Drafting the budget
• Preparation of the annual report
• Administrative Organisation
• Working with and individual sections
§ 16 Representation of the Association
I. The members of the management board are each awarded sole power of representation. The member of the board who is authorised to carry out business shall represent the association according to § 26 BGB (German Civil Code). In their internal relationship the power to represent awarded to the two additional members of the management board (vice-presidents) shall only apply in the event that the chairman of the board is unable to be present.
II. In relation to third parties the actions of the member of the management board who is authorised to carry out business require the approval of the chief executive officer in order to be legally effective. This shall not apply to the conclusion of an employment contract with the chief executive officer or the notice of termination thereof. For these legal transactions the respective member of the board has sole power to represent.
III. The power to represent awarded to the management board is insofar limited that it is not authorised to chose, appoint or dismiss the chief executive officer and chose, appoint or dismiss the general secretary. This is carried out by the supervisory board. The conclusion of termination of the employment contract with the chief executive officer is carried out by the management board following the appointment or dismissal of the chief executive officer by resolution passed by the supervisory board.
IV. The management board and the chief executive officer can draw up joint rules of procedure.
§ 17 Place of Performance and Court of Jurisdiction
Place of performance and court of jurisdiction for all claims between the association and its members and – insofar as admissible – also towards third parties.
§ 18 Dissolution of the Association
I. For the dissolution or abolition of the association, a resolution by the general meeting with a 2/3-majority is necessary.
II. In the event of dissolution or abolition of the association or the cessation of the present purpose of the association, the assets of the association shall pass to the Bavarian Taxpayers Association, reg. assoc..
§ 19 Final Provisions
In the case that parts of these articles of association or resolutions amending the articles of association are null and void, all other parts of the articles of association or of the resolution amending the articles of association shall remain unaffected. The management board is authorised to make amendments that affect only the wording of the articles of association.
Munich, 13. November 2015