Header: Satzung

 

Statutes

Effective as of resolution of 25 November 2015

§ 1 Name, registered office

The name of the association is BSW – Bundesverband Solarwirtschaft e. V. (hereinafter referred to in short as: “association”); its registered office is located in Berlin and it is to be entered in the register of associations.

§ 2 Purpose of the association

The purpose of the association is to:
(1) promote the interests of firms that manufacture, plan, sell and install solar energy systems and components of solar energy technology on their own initiative, in particular:
a) to represent the interests of the solar industry in the political decision-making process,
b) to carry out targeted publicity work by supplying information in joint effort at industry fairs, conferences and exhibitions, as well as to conduct joint advertising measures and publish press and other publicity statements,
c) to offer cross-company consumer information,
d) to coordinate joint research and development activities in the use and application of solar energy,
e) to develop and share guidelines, technical documentation and scientific publications,
f) to create opportunities for purchasing cooperation and tendering consortiums for association members;
(2) represent the economic interests of firms engaged in the manufacturing, sales, planning and installation of solar energy systems. The association carries out activities aimed at improving the framework conditions of the solar market, supporting the expansion of the solar market and increasing the scope and range of solar energy use. This is accomplished in particular through:
a) publicity work in the field of solar energy,
b) efforts to create political framework conditions that promote the use of solar energy,
c) collaboration in the creation of regulations and standards in the field of solar energy,
d) compilation and dissemination of data and information on the solar market and the solar industry.
(3) The association is committed to the principle of fair competition in the solar market and is capable of tak-ing legal action against any violations of relevant competition laws.
(4) The association is an interest group. The association does not engage in profit-making activities and allocates neither profit shares nor other benefits from the association’s assets to its members, neither during the association’s existence nor after its disbandment. Any surplus shall only be used for purposes as defined by the statutes.
(5) The association works together with other national and international renewable energy associations, research associations and research institutions.

§ 3 Fiscal year

The fiscal year is the calendar year. The first fiscal year is a short fiscal year; it ends on 31 December of the year in which the association was founded and entered in the register of associations.

§ 4 Membership

(1) The association is comprised of full members and supporting members.
(2) Those active companies and institutions whose fields of interest serve to support and spread the use of all forms of solar energy are entitled to become full members.
(3) Those institutions or private persons who endorse the objectives of the association are entitled to become supporting members. Supporting members shall not have the right to vote.
(4) Membership shall only be granted upon application. The application must be addressed to the Board of Di-rectors of the association, at least in written form (§ 126b BGB). The association’s Board of Directors shall decide on the application for membership by way of a resolution. If the Board of Directors approves the application, admission into the association shall become effective upon submission of a declaration of acceptance, which may also be delivered in written form (§ 126b BGB) and – if applicable – the payment of admission fees and/or the payment of the first installment of membership dues.
(5) Each member shall provide the association with – in so far as applicable – a current address, relevant telephone and fax numbers as well as an email address. With this information, the association can, in accordance with statutory regulations, supply legally binding declarations and conduct business until the respective member notifies the association of changes, or until the association otherwise becomes aware of changes.

§ 5 Termination of membership

(1) Each member may notify the Board of Directors of the termination of their association membership with a notice period of six months prior to the end of the fiscal year (notice of termination). The notice must be delivered to the association at its main office in the form of a registered letter. The postmark date shall determine whether the notice period is met. The notice of termination may be withdrawn with the consent of the Board of Directors, provided that the termination has not yet become effective. Withdrawal and consent must be made at least in written form (§ 126b BGB).
(2) Members may be excluded at the request of another member or at the recommendation of the Board of Di-rectors. Justifiable grounds for exclusion shall exist if:
a) a member has fallen behind in payment of membership dues or other payment obligations relating to membership for a period of more than six months,
b) a member of the association deliberately
aa) significantly harms the reputation of the association in the public sphere,
bb) significantly impedes the association and its activities or
c) if the other members of the association deem the member’s continued membership in the association to be unacceptable, taking into account all interests warranting protection.
The general assembly shall decide on the revocation of membership through majority of votes cast, not including
invalid votes or abstentions, whereby the member in question shall not have a vote. The decision must be justified and the justification documented in writing. The exclusion shall become effective with the adoption of the resolution. The resolution, along with its justification, shall be made known to the member in question.
(3) Membership shall end automatically – without the need for termination or exclusion – as soon as the assets of
a member are subject to insolvency proceedings or the initiation of insolvency proceedings are dismissed due
to insufficient funds.

§ 6 Membership dues, contributions

(1) Annual dues shall be levied on the members of the association. The annual dues agreed upon and the payment
modalities shall be laid out in the dues agreement.
(2) For the financing of special projects or for the mitigation of financial difficulties, contributions may be levied
in addition to the membership dues.
(3) The general assembly shall determine the amount and payment date for annual dues, as well as for contributions,
through a majority of votes submitted, not including invalid votes or abstentions. This shall apply as long as the members’ resulting payment commitments are not of a relevancy that requires a majority vote, as would be the case if the statutes were to be modified.
(4) In justified cases, the Board of Directors may waive or defer dues or contributions in full or in part.
(5) The voting right of a member shall be suspended for as long as that member owes outstanding payments to
the association.

§ 7 Board of Directors pursuant to § 26 BGB

(1) The association’s Board of Directors shall be comprised of at most 13 persons, including the 1st and 2nd
chairpersons, whereby each of the chairpersons shall have the right to refer to himself/herself as President.
(2) Each member of the board shall have one vote. The Board of Directors shall pass its resolutions based on
a majority vote of the board members present for the passing of the resolution. The following topics shall be
decided upon with a ¾ majority of all acting members of the board:
a) calls to pass resolutions by members within or outside of general assemblies,
b) the acceptance of members into the association,
c) matters of the main office regarding the manner and extent of operations delegated to the main office, the appointment or dismissal of executive directors, the delegation of duties and the location of the main office.
d) the budgetary plan for each fiscal year, with the exception of supplementary budgets. Additionally, the Board of Directors is entitled to issue its own by-laws.
(3) Insofar as the association’s Board of Directors is comprised of more than one member, the association shall
be represented collectively by at least two members of the board. Exemptions from the restrictions listed under
§ 181 BGB may be issued to individual members of the board.
(4) Members of the board shall be elected by way of a resolution passed by the members of the association
and shall serve a term of two years. Effort should be made to ensure that all groups that the association
represents are sufficiently represented in the composition of the Board of Directors. Voting shall take place
by secret ballot. The candidate who receives the majority of votes present, not including invalid votes or
abstentions, shall be deemed to be elected. Insofar as there are more candidates for election than available
positions, the candidate who receives the majority of votes present (relative to the other candidates), not including
invalid votes or abstentions, shall be deemed to be elected. Re-election – also multiple times – is permissible. The elected member of the board, unless he or she chooses at any time to exercise his or her right to resign from office, shall remain in office until a new member is elected to his or her position.
(5) A member of the board may resign from his or her office by issuing a statement to the other members of the
board. This statement must be delivered in at least written form (§ 126b BGB). Insofar as no other member
of the board holds office alongside the resigning board member at the time of the submission of resignation,
an explanation of the resignation shall be provided to the members of the association or to the general
assembly.

§ 8 Jurisdiction of the Board of Directors, delegation of authority

(1) The Board of Directors is responsible for all matters of the association provided that the statutes do not assign
specific concerns to other bodies within the association. These shall entail in particular, but are not limited
to:
a) preparing and calling for the passing of resolutions by members of the association and setting
the agenda,
b) passing of resolutions concerning the acceptance of members into the association,
c) drawing up the budget, conducting the association’s accounting and taxation and compiling annual activity reports.
(2) Insofar as is legally permissible, the Board of Directors shall delegate the current operations to a main office,
which shall be presided over by a maximum of two sufficiently authorized executive directors. The execution
of the delegated operations shall be regulated by bylaws, provided they have been issued by the Board of
Directors.

§ 9 Committees

The Board of Directors may form committees for dealing with technical questions or special projects. The Board of Directors shall appoint an appropriate number of members to the committees. The committees may be composed of members of the association, members of the board or third-party experts. The committees shall act in an advisory function to the Board of Directors. The Board of Directors may issue bylaws for each committee.

§ 10 Board of trustees

A board of trustees may be created to provide general support to the association and for the purpose of maintaining
contact with other associations, organizations, institutions and other relevant groups. The Board of Directors shall appoint an appropriate number of members to the board of trustees. The board of trustees may be comprised of members of the association and suitable third parties, but not of members of the board. The board of trustees shall act in an advisory function to the Board of Directors. The Board of Directors is entitled to issue by-laws for the board of trustees.

§ 11 Technical and working groups

(1) The Board of Directors, as a whole, has the right to create technical and working groups and to stipulate
their respective tasks. This right shall also apply to the executive directors with respect to their respective areas
of responsibility.
(2) Subject to the approval of the Board of Directors as a whole or the executive director responsible for the respective
department, the group shall elect a maximum of two spokespersons. An executive director may also
be elected as spokesperson. The election of a spokesperson or of spokespersons shall take place at
least every two years. The spokesperson or spokespersons of the group shall develop a plan of action to
be executed by the working or technical groups. The results of the groups’ work shall be reported regularly
to the respective executive director, as well as, upon his or her request or at the request of the Board of Directors
as a whole, to the Board of Directors or to the general assembly.

§ 12 General assembly

(1) The activities of the association shall be administered, insofar as they are not the responsibility of the Board
of Directors or the main office, by way of resolutions adopted by the members of the association.
(2) A full general assembly shall be called by the association’s Board of Directors at least once per calendar
year. Additional general assemblies shall take place as is necessary in the interest of the association, or when
10 percent of the members of the association request the calling of such an assembly and submit this request
in written form to the Board of Directors, along with the purpose of and justification for this assembly.

§ 13 Calling of general assemblies

(1) General assemblies shall be called by the Board of Directors of the association, while stating the order of
business as well as the resolutions to be passed.
(2) The assembly may be called according to any of the following modalities:
a) by way of a regular letter,
b) by transmission in written form (§ 126b BGB), or
c) by way of an announcement in the German Electronic
Federal Gazette.
(3) The assembly must be called with a notice period of two weeks. The notice period begins
a) with the sending of a regular letter by mail or by another courier service,
b) with the transmission of the call for assembly in written form, or
c) on the day on which the invitation is published in the German Electronic Federal Gazette.
(4) All calls for assemblies shall be published on the website of the association.

§ 14 Passing of resolutions by members of the association

(1) The passing of resolutions by members of the association shall take place, as a rule, at the general assembly.
Provided that 10 percent of the members are not opposed, resolutions may be decided upon outside of
the general assembly, either in writing, by telephone or in written form (§ 126b BGB).
(2) In the case that resolutions are passed outside of a general assembly, not the votes of those eligible members
who are present shall be binding, but rather the votes of all eligible members who have been called
upon to vote and who are participating in the passing of the resolution. All regulations concerning the passing
of resolutions at general assemblies also apply to the passing of resolutions outside of an assembly. With the call for the passing of a resolution, the Board of Directors shall announce further details concerning the procedure for the passing of the resolution outside of the general assembly, with respect to time periods for consideration, the submission of votes, the counting of votes and the announcement of voting results.
(3) Abstentions shall not be considered when determining a majority vote.
(4) The number of votes allotted to a full member shall be determined by the amount of dues they have paid. The
amount of dues and the resulting number of votes is defined in the dues agreement (see § 6).
(5) The submission of votes in written form shall also be permitted at general assemblies. In accordance with
the association’s entry in the register of associations, the transfer of voting rights may take place under the
following conditions: The executive management of a firm may only authorize employees of that firm to participate
in general assemblies or in the passing of resolutions outside of a general assembly, and may only give that member the right to vote. At the request of the Board of Directors of the association, powers of attorney must be submitted at least in written form to the association for verification purposes. In order to ensure that votes have been submitted only by eligible members or by authorized representatives of the members, the Board of Directors may impose additional
stipulations.
(6) The passing of a resolution that entails a modification of the purpose of the association or of any of its statutes
requires a three-fourths majority of all votes not including invalid votes or abstentions.
(7) All resolutions shall be recorded in the form of minutes. In order to guarantee the legality of its contents, the
minutes shall be signed by the executive directors of the Board of Directors or by the officiator of the general
assembly. The minutes shall be made available to all members of the association within one month of the
recorded adoption of the resolution, beginning with the day on which the recorded resolution was formulated
as specified by its designation or its date. The minutes shall be displayed for inspection at the association’s
main office. The display of the minutes shall be announced in the manner laid out in the terms for calling
general assemblies.
(8) Objections to the form and/or content of a resolution may be brought to the Board of Directors of the association
in written form within a month of the resolution’s announcement. Objections submitted after this time period shall be substantively excluded. In the case that the Board of Directors fails to redress the objection, the objecting member may make an appeal for judicial legal review within one month after announcement of the decision not to redress. Objections to the decision not to redress shall be substantively excluded after a period of one month has expired.

§ 15 Procedure for general assemblies

(1) General assemblies shall be conducted and recorded by the executive directors of the association’s Board of
Directors. Should none of the aforementioned members of the board be available, the general assembly
shall elect an officiator at the beginning of the assembly by way of a majority vote, not including invalid
votes or abstentions.
(2) The officiator of the meeting may transfer the full or partial task of recording the minutes of the assembly to
a third-party, who does not have to be a member of the association, or he may request the involvement of
such a person.
(3) Following the election of the officiator, votes shall be cast as a rule by a show of hands. An exception is the
election of the board members, which shall take place by secret ballot. If at least ten percent of the members
in attendance so request, a vote on issues other than the election of the Board of Directors must also take
place by secret ballot.

 

The Board of Directors signs as follows for the correctness and completeness of the statutes according to § 71 BGB:

25 November 2015

Joachim Goldbeck, 1st Chairman of the Association’s oard of Directors
Helmut Jäger, 2nd Chairman of the Association’s Board of Directors