In case of doubt please refer to the binding German version!

Interessengemeinschaft Leichtbau e.V. (igeL e. V.)

§ 1 Name, location and registered office

(1) The association shall bear the name "Interessengemeinschaft Leichtbau (abbreviated to: igeL)" (Lightweight Construction Interests Group). It shall be registered in the Register of Associations and after its registration it shall bear the suffix “e. V.” (registered association).

(2) The association shall be located in Lemgo.

(3) The association shall have one or more registered offices. The rules of procedure approved by the executive board shall set out further details. If more than one registered office exists, the division of responsibilities between the registered offices must be set out in the rules of procedure.

§ 2 Objective of the association

(1) The association shall exclusively and directly pursue non-profit-making objectives as set out in the section headed “Tax-privileged purposes” in the tax code.

(2) The objective of the association is to spread the lightweight construction idea for the general public by promoting intellectual and material support for lightweight construction in both industrial and trades-related furniture production and the interior design of movable and immovable property and also in wood constructions. This objective will be achieved particularly by means of the following:

a. Supporting a cooperation network of scientific research such as teaching activities as well as industrial and trades-related practice at all levels of processing (material, supply and processing industry as well as the trades), in particular by obtaining grants from public research, technology and science support at all levels,

b. Support for the transfer of knowledge at symposia, colloquia, lecture and discussion events, as well as workshops,

c. Support and ideas for research and development projects and their publication and exhibition,

d. Support and ideas for student papers, competitions and dissertations,

e. Support for training in lightweight construction, particularly in the form of university study and vocational training,

f. Distribution of information to schoolchildren, trainees, students and professionals relating to basic and advanced training courses in lightweight construction.

(3) The association itself has no activities. It does not primarily pursue commercial aims of its own.

(4) Funds for the association may only be used for the purposes set out in the constitution. The members shall not receive any grants from the association’s funds. No person may receive benefits due to expenditure which are alien to the purpose of the association or by disproportionately high remunerations.

(5) All holders of offices work for the association on an honorary basis. Expenditure may be reimbursed as long as it does not exceed what is normal. Decisions on this will be made by the executive board.

§ 3 Obtaining membership

(1) The following may become ordinary members of the association: private individuals and legal entities, groups of people and companies whose activities or interests are in keeping with the lightweight construction concept set out in § 2 paragraph 2 of this constitution. Legal entities, groups of people and companies must notify the executive board of the name of their representative in the association in writing.

(2) The ordinary membership will be acquired by means of written joining declarations and their acceptance by the executive board. If an application is rejected, the executive board is not obliged to notify the applicant about the reasons for the rejection.

(3) Any member who has received special awards relating to the association or in the interests of the association may be awarded honorary membership at the suggestion of the executive board by a two-third majority of the general meeting.

(4) Students of timber technology or related subjects may be accepted as provisional members when they complete their higher education course. Provisional membership may be acquired by means of a written joining declaration and its acceptance by the executive board. If an application is rejected, the executive board is not obliged to notify the applicant about the reasons for the rejection.

§ 4 Rights and duties of members

(1) Ordinary members are entitled to put forward motions, have active and passive voting rights and have a right to speak and vote at the general meeting.

(2) Provisional members have a right to speak at the general meeting and can suggest motions.

(3) Every member has a duty to support the objective of the association to the best of their ability, to observe the constitution of the association and to pay their membership subscriptions promptly.

(4) Honorary members have all the rights of ordinary members but are not obliged to pay membership subscriptions.

§ 5 End of membership

(1) Membership may be ended by the following:

a. The death of a private individual or the deletion of a legal entity with no continuation in the form of a group of people, the elapse or dissolution of a group of people or a company

b. Resignation

c. Deletion from the membership list

d. Exclusion

(2) Resignations may be submitted to the executive board in the form of a written declaration. A member may only resign by giving notice of three months to the end of a financial year.

(3) A member may be deleted from the membership list by means of a resolution of the executive board if, despite being given two written warnings, that member is in default to the association by more than one year’s subscription. The second warning must contain information about the member’s deletion from the membership list. The warnings will be deemed to have been received by the member if they are addressed to the last known address registered in writing by the member with the association.

(4) A member may be excluded from the association by a resolution of the executive board if that member has seriously damaged the reputation or the interests of the association by culpable action or has repeatedly breached the duties imposed on him by the constitution. Before a resolution may be passed, the member is to be given an opportunity to give an oral or written response.

(5) A member may be excluded from the association by a resolution of the executive board if that member has breached the code of good manners or acceptable behaviour or the free fundamental order of the Federal Republic of Germany or is convicted or a crime. The executive board shall decide whether the member shall be given an opportunity to give an oral or written response before a resolution may be passed.

(6) A member whose membership has ended in the manner described in § 5 paragraph 1 has no claims to the association’s assets. Paid subscriptions will not be reimbursed. If the membership ends by means of resignation, as described in § 5 paragraph 2, the annual subscription up to and including the current calendar year shall be payable.

§ 6 Membership subscriptions

(1) The membership subscriptions and due dates for the subscriptions will be fixed by the executive board in subscription rules.

(2) Members and non-members may also make donations of any amounts to the association.

§ 7 Financial year

The financial year shall be the calendar year.

§ 8 Organs of the association

The organs of the association are the general meeting and the executive board.

§ 9 General meeting

(1) The general meeting has the following duties:

a. Election and dismissal of an executive board as set out in § 10,

b. Election of auditors as set out in § 11,

c. Reviewing the accountability of the executive board by receiving the annual reports and annual accounts for the past financial years,

d. Receiving the audit reports from the auditors for past financial years,

e. Granting formal approval to the executive board,

f. Nomination of honorary members as set out in § 3 paragraph 3 at the suggestion of the executive board,

g. Election of committees as required,

h. Passing resolutions relating to changes to the objective of the association and its constitution,

i. Passing resolutions relating to the possible dissolution of the association.

(2) An ordinary general meeting must be held at least every three years. The invitations will be sent out in writing by an executive board member, giving details of the agenda and observing a notice period of four weeks. The letter of invitation shall be deemed to have been received by the member if it is addressed to the last known address registered in writing by the member with the association.

(3) An extraordinary general meeting must be convened by the same method as an ordinary general meeting if the interests of the association so demand or if at least one-third of the ordinary members of the association request that the executive board organises such a meeting in writing, giving details of their reasons; the invitation notice period may be reduced to two weeks.

(4) The agenda shall be set by the executive board. Each member may write to the executive board to request an addition to the agenda. However, a vote can only be taken on requests relating to changing the constitution or dissolving the association if the members have been informed of these requests with the invitation.

(5) The association chairman shall chair the general meeting, or if he is indisposed, the deputy chairman shall chair the meeting and if both are indisposed, the meeting shall be chaired by another executive board member.

(6) Every member of the association shall have a vote at the general meeting. These votes may be exercised by a proxy on the basis of written authorisation.

(7) Every general meeting which has been convened in the proper manner shall have quorum. Resolutions shall be passed by a simple majority of the votes cast unless this constitution requires different majorities. In the event of a tie the motion shall be regarded as having been defeated. Abstentions shall be regarded as votes not cast. If the same number of votes is won by two candidates in elections, lots shall be drawn to decide the winner.

(8) Far-reaching resolutions shall require a qualified majority as described below:

a. Resolutions relating to an amendment or addition to the constitution shall require a majority of three-quarters of the members present.

b. Resolutions relating to changes to the objective of the association as set out in § 2 shall require a unanimous vote. The executive board is authorised to amend the approved constitution on behalf of the general meeting if these amendments are required to uphold the recognition of the non-profit-making nature of the association by the tax department. The executive board must report on these amendments at the next general meeting.

c. A resolution relating to the dissolution of the association shall require a unanimous vote.

(9) Minutes are to be kept to record the course of the general meeting and the resolutions passed at it. These minutes must be signed by the secretary and by the executive board member who chairs the meeting.

§ 10 Executive board

(1) The Executive Board shall consist of one or more Chairmen with equal rights, one or two Deputy Chairmen with equal rights and the Treasurer. The meeting of the members shall decide whether one or two Chairmen or one or two Deputy Chairmen are elected. In addition, the Council may also have as members one or more directors and up to three advisers. The advisers can be allocated specific areas of responsibility. The Executive Board in accordance with § 26 of the German Civil Code shall be the Chairman (or Chairmen), the Deputy Chairman (or Deputy Chairmen) and the Treasurer. The Executive Board may grant individual members of the Executive Board entitlement to represent it individually by means of a resolution.

(2) If more than one Chairman has been elected, the Executive Board must pass a business division plan in which the duties of various Chairmen are described in detail.
If more than one Managing Director has been appointed, the Executive Board must pass a business division plan in which the duties of various Managing Directors are described in detail. The business division plan for more than one Chairman and the business division plan for more than one Managing Directors should be coordinated with each other.

(3) The members of the executive board shall be elected individually by the general meeting for a term of three years. The start of their office shall commence on the day of the election and shall end when a new executive board has been elected. Until a new executive board has been elected, the existing executive board shall remain in office. The members may be re-elected and prematurely dismissed by the general meeting. Members of the executive board must be members of the association; if their membership of the association ends, their term as a member of the executive board shall also end. If a member of the executive board resigns from the association prematurely, the executive board shall be entitled to appoint a successor for the period until the next general meeting.

(4) The Association shall be represented in and out of court by two members of the Executive Board acting together pursuant to § 26 of the German Civil Code.

(5) The executive board is responsible for all matters relating to the association unless these matters have been assigned to another organ of the association by the constitution or to other persons by a resolution of the general meeting. The executive board shall in particular have the following duties:

a. Management of the association during the normal course of business,

b. Preparing and convening the general meeting and setting the agenda,

c. Executing the resolutions of the general meeting,

d. Production of the budget and the accountability report,

e. Passing resolutions on accepting, deleting and excluding members.

(6) The executive board shall pass resolutions at meetings which shall be convened by the chairman, or if he is indisposed, by the deputy chairman, giving details of the agenda. Notice for convening meetings should observe a notice period of two weeks.

(7) The executive board has quorum if at least half of the members with voting rights are present. The majority of the votes cast shall decide resolutions. Abstentions shall be regarded as votes not cast. In the event of a draw the chairman shall have the casting vote, or if he is indisposed, the deputy chairman shall have the casting vote.

(8) The executive board may pass resolutions in writing without holding a meeting if all the executive board members agree to the subject of the resolution.

(9) Minutes are to be kept of the executive board meetings. These minutes must be signed by the secretary and by the executive board member who chairs the meeting.

§ 11 Auditors

(1) The annual audit of the cash account and of the annual accounts submitted by the executive board shall be the responsibility of two auditors who must be elected individually by the general meeting for a period of three years.

(2) The auditors shall work independently from the executive board and must not be members of the executive board.

(3) The general meeting must be notified of the results of the audits.

§ 12 Assets

(1) The association shall be financed by membership subscriptions, donations and other income that complies with the constitution.

(2) The association’s funds may only be used for the objectives set out in the constitution. The members shall not receive any remuneration from the association’s funds.

(3) No person may receive benefits due to expenditure which are alien to the purpose of the association or by disproportionately high remunerations.

§ 13 Dissolution of the association

(1) The association can only be dissolved at a general meeting by means of a unanimous decision of the votes cast.

(2) In the event that the association is dissolved, the chairman of the association and his deputy shall act as liquidators with equal rights unless the general meeting appoints other persons to this role.

(3) In the event that the association is dissolved or its objective set out in § 2 becomes void, the association’s assets shall be transferred to the Laboratory for Furniture Making, Furniture Design and Furniture Development at Lippe and Höxter Polytechnic and to the Production and Industry Faculty at Lippe and Höxter Polytechnic or to the legal successor which it must use directly and exclusively for the purposes set out in § 2.

(4) If the association is dissolved simply so as to achieve a change in its legal form or a merger with another association of the same type, whereby the direct and exclusive pursuit of the previous association objective is guaranteed by the new legal entity, the association’s assets will be transferred to the new legal entity.

(5) The above provisions shall apply as and where appropriate if the association is dissolved or loses its legal capacity for some other reason.

§ 14 Authorisation of the executive board for the registration procedure

The executive board is hereby authorised to change the constitution on behalf of the general meeting if changes to the constitution are required for the association’s entry into the association register or to gain it recognition as a non-profit-making body by the tax department as long as this does not result in major changes to the objective and structure of the association. The executive board must report on any such changes at the next general meeting.

Herford, 06/09/2010