§ 1 Company and Registered Office
The name of the cooperative is:
eXhaus Ltd.
The registered office of the cooperative is Trier.
§ 2 Purpose and Subject Matter
(1) The co-operative pursues exclusively and directly charitable purposes within the meaning of the section on „Tax-exempt purposes“ of the German Fiscal Code.
(2) The purpose of the cooperative is to promote the interests of its members and, furthermore, the public interest by promoting
a) Elderly and youth welfare,
b) Art and culture,
c) of monument protection and monument preservation, as well as
d) internationalmindedness, tolerance in all areas of culture and the idea of international understanding.
(3) The statutory purpose is realised in particular through
a) the acquisition and renovation of the Exzellenzhaus in Trier, in order to preserve a building that is characteristic of the (architectural) history of the city of Trier (in accordance with monument protection regulations). The Exzellenzhaus Trier has been closely associated with the history of the city of Trier for centuries. Therefore, it is to be preserved in a (architecturally) historically appropriate condition and thus in accordance with monument protection regulations.
b) the (subsequent) further preservation, letting, leasing, development, utilisation and non-profit operation of the listed, grade II* 'Exzellenzhaus' in Trier as an open, diverse and non-discriminatory cultural and social centre, in order to create a space, in particular, for youth and civil society groups and cultural practitioners. This is intended to bring societal exchange between different population groups and age brackets, as well as access to culture, closer to the general public.
c) by creating rooms in theHaus der Exzellenz, which will ensure better and more socially acceptable childcare in Trier
d) the implementation, support and facilitation of projects and events in the areas of art, culture, social affairs, youth welfare, political education and civic engagement.
The company's purpose is also achieved by procuring funds and forwarding them to other non-profit organisations, which must use these funds exclusively and directly for the promotion of tax-advantaged purposes. As far as it is beneficial for achieving the company's purpose, the cooperative is entitled to form reserves and to cooperate with municipalities, associations, foundations, and public-law corporations.
(4) The corporation acts selflessly; it does not primarily pursue its own economic interests, but rather serves to promote the charitable endeavours of its members.
(5) The assets of the corporation may only be used for purposes laid down in the articles of association. Shareholders (members) may not receive profit shares or any grants from the corporation's assets that go beyond the promotion of the statutory interests. Upon their withdrawal or upon the dissolution of the corporation or upon the cessation of tax-privileged purposes, they shall not receive more than their paid-in capital shares (business credit balances) and the fair market value of their contributed assets in kind.
No person may be favoured through expenses that are not connected to the purpose of the corporation or through disproportionately high remuneration.
(7) The cooperative is entitled to establish and acquire other companies and to participate in other companies, provided that this does not contradict the cooperative's non-profit purposes. It is also entitled to establish branch offices.
(8) The extension of business operations to non-members is permitted.
§ 3 Acquisition of Membership
(1) The following may acquire membership:
Private individuals,
Partnerships,
legal entities, whether private or public.
(2) Only those who meet the requirements for using the cooperative's facilities or whose membership is in the cooperative's interest are eligible for admission. Those who are already members of another association that conducts essentially similar business, or who conduct or have such business conducted themselves, are not eligible for admission.
(3) Membership is acquired by
an unconditional declaration of accession by the applicant in text form (§ 126b BGB), which must comply with the requirements of the Cooperative Act
the approval by the board of directors.
(4) The member shall be entered in the membership list (§ 16(2)(h)) without delay and notified thereof without delay.
§ 4 Termination of Membership
Membership ends by
Termination (§ 5 para. 1),
– Transfer of business credit (§ 6 para. 1),
– Death of a member (§ 7),
– Insolvency of a member (§ 7a),
– Dissolution of a legal entity or partnership (§ 8),
– Exclusion (§ 9).
§ 5 Termination
(1) Each member may terminate their membership in writing at the end of a financial year, provided that two years' notice is given.
(2) Where a member holds multiple business shares without being obliged to do so by the articles of association or an agreement with the cooperative, they may, by means of a written notice, terminate one or more business shares of their additional holding at the end of a financial year, subject to a notice period of two years.
§ 6 Transfer of Business Credit
(1) A member may transfer their business credit to another person at any time, including during the financial year, by means of a written agreement, and thereby leave the cooperative without settlement, provided that the acquirer is or becomes a member in their place. If the acquirer is already a member, the transfer of business credit is only permissible if their existing business credit, after the addition of the transferor's business credit, does not exceed the permissible total amount of business shares with which the acquirer is involved or is becoming involved.
(2) A member may partially transfer their business credit, without leaving the cooperative, thereby reducing the number of their business shares. Paragraph 1 shall apply accordingly.
(3) The transfer of the business credit shall require the approval of the board of directors, except in cases covered by Section 76 (2) of the GenG.
§ 7 Death of a member
Upon death, a member departs. Their membership passes to the heir. It ends at the close of the financial year in which the death occurred.
§ 7a Insolvency of a Member
If insolvency proceedings are opened concerning a member's assets or the opening of insolvency proceedings is refused due to a lack of assets, membership shall end at the close of the financial year in which the insolvency proceedings were opened or the refusal occurred.
§ 8 Dissolution of a legal entity or partnership
If a legal entity or a partnership is dissolved or ceases to exist, membership shall end at the close of the financial year in which the dissolution or cessation took effect. In the event of universal succession, the membership shall be continued by the universal successor until the end of the financial year.
§ 9 Exclusion
(1) A member may be expelled from the cooperative at the end of the financial year if
fails to meet its statutory or other obligations to the cooperative, despite a written request threatening expulsion;
submits incorrect annual financial statements or balance sheets or otherwise makes incorrect or incomplete declarations about its legal and/or economic circumstances;
by failing to fulfil his obligations to the cooperative, thereby harming or having harmed it;
has become insolvent or over-indebted, or if an application for the opening of insolvency proceedings has been filed against its assets.
if it transfers its business operations, registered office or domicile, or if its permanent place of residence is unknown;
the conditions for admission to the cooperative were not met or are no longer met;
operates its own undertaking in competition with the cooperative or holds an interest in such an undertaking, or if an undertaking competing with the cooperative holds an interest in the member's undertaking;
that their conduct is incompatible with the cooperative's mission statement.
(2) The Management Board is responsible for exclusions. However, members of the Management Board or the Supervisory Board may only be excluded by a resolution of the General Meeting.
(3) Before a decision is made, the person to be excluded shall be given an opportunity to comment on the intended exclusion. They must be informed of the essential facts on which the exclusion is to be based, as well as the ground for exclusion pursuant to the articles of association.
(4) The resolution by which the member is expelled must state the facts on which the expulsion is based, as well as the statutory ground for expulsion.
(5) The resolution must be communicated to the excluded person by the board of directors immediately by registered letter. From the dispatch of the letter, the member can no longer participate in the general meeting, nor use the cooperative's facilities, nor be a member of the board of directors or supervisory board.
(6) The excluded person may, if the general meeting has not resolved the exclusion, lodge a complaint with the supervisory board within one month of the letter being dispatched. The supervisory board's decision on the complaint is final within the cooperative. If the excluded person does not lodge a complaint within the time limit, ordinary legal proceedings are excluded.
10 Winding up
(1) For the settlement between the departing member and the cooperative, the approved annual financial statements are decisive; loss carryforwards are to be taken into account in proportion to the business shares. In the event of the transfer of the business credit (§ 6), no settlement shall take place.
(2) The outgoing member shall be paid their liquidation balance within six months of their departure, subject to the provisions of § 37 (4a) of the Articles of Association. The cooperative is entitled to offset any due claims it has against the outgoing member against the balance to be paid out. The member has no claim on the cooperative's reserves or other assets.
(3) The member's liquidation credit balance serves as security for the cooperative in the event of any default, particularly in insolvency proceedings against the member.
(4) Paragraphs 1 to 3 shall apply mutatis mutandis to the settlement upon termination of individual business shares.
§ 11 Member Rights
Every member has the right to,
to use the cooperative's facilities in accordance with the provisions made in this regard;
to participate in the general meeting, its deliberations, votes and elections, and to request information there on matters concerning the cooperative, insofar as § 34 does not prevent this;
To submit applications for the agenda of the General Assembly in accordance with § 28 para. 4;
to submit applications for convening an extraordinary general meeting in accordance with § 28 para. 2;
to demand, in good time before the adoption of the annual financial statements by the general meeting, a copy of the annual financial statements, the management report, insofar as this is legally required, and the supervisory board's report thereon;
to inspect the minutes of the general meeting;
to view the summarised outcome of the audit report.
§ 12 Duties of Members
Each member has the duty to support the cooperative enterprise to the best of their ability. In particular, the member has
to comply with the provisions of the Cooperative Law, the Articles of Association and the resolutions of the General Meeting;
to comply with the applicable general terms and conditions of business, delivery and payment;
to treat offer documents, prices and conditions, circulars and other information of the cooperative confidentially towards third parties;
to submit the documents required by the cooperative upon request, in particular to present its annual financial statements and to provide information on its business and sales development and the design of its product range. The information will be treated confidentially by the cooperative;
to immediately inform the cooperative of any change in the legal form or ownership of its business;
an entrance fee to be allocated to the capital reserve (Section 39a) if its amount and method of payment are determined by the general meeting.
to pay ongoing contributions for services that the cooperative provides or makes available to its members, and the amount of which is determined by the general meeting.
a project lump sum/management fee, if its amount and purpose are determined by the general meeting, to be paid.
§ 13 Organs of the Cooperative
The organs of the cooperative are:
The board
The Supervisory Board
C. the General Assembly
The Board of Directors
§ 14 Management of the Cooperative
(1) The Management Board shall manage the cooperative on its own responsibility.
(2) The Management Board shall conduct the business of the cooperative in accordance with the provisions of the laws, in particular the Cooperative Law, the Articles of Association and the Rules of Procedure for the Management Board.
(3) The management board shall represent the cooperative in legal and out-of-court proceedings in accordance with Section 15.
§ 15 Representation
The cooperative is legally represented by two board members or by one board member acting together with a authorised signatory (Prokurist). The supervisory board can exempt individual or all board members from the prohibition of multiple representation as per § 181, alternative 2 of the German Civil Code (BGB), thus granting them the authority to act as a representative of third parties in all legal transactions that the cooperative undertakes with or towards third parties.
(2) The granting of Prokura, commercial power of attorney and other powers of attorney for legal representation is permissible. The Articles of Association for the Management Board will provide further details.
§ 16 Duties and Responsibilities of the Board
(1) In managing the affairs of the cooperative, the members of the board of directors shall exercise the care of a diligent and conscientious manager of a cooperative. They shall maintain confidentiality regarding all confidential information and secrets, particularly trade or business secrets, which have become known to them through their activities on the board.
(2) The Executive Board shall, in particular,
to properly conduct the business in accordance with the purpose and subject matter of the cooperative;
to plan and implement the personnel and material measures necessary for the proper conduct of business in a timely manner;
to ensure that deliveries and services are properly rendered and that members are appropriately looked after;
to draw up operating rules after consulting the supervisory board, which are to be adopted by the board of directors by an absolute majority;
to ensure proper bookkeeping and accounting practices;
to carry out orderly inventories and to draw up an inventory register at the end of the financial year;
within five months at the latest after the end of the financial year, to prepare the annual financial statements and the management report, insofar as this is legally required, and to submit them immediately to the supervisory board and then, together with its comments, to the general meeting for approval of the annual financial statements;
to decide on the admission of new members and on the acquisition of further business shares, as well as to maintain the register of members in accordance with the Co-operative Societies Act, and to attend to the registrations and notifications incumbent upon it under the Co-operative Societies Act;
to notify the statutory auditing association in good time of the convocation, date, agenda and motions for the general meeting;
to remedy the deficiencies identified in the audit report and to report to the statutory audit association thereon;
to notify the statutory supervisory body of intended amendments to the articles of association in good time.
§ 17 Reporting to the Supervisory Board
The Management Board must submit to the Supervisory Board at least semi-annually, or more frequently upon request, inter alia:,
An overview of the cooperative's business development in the past period based on interim financial statements;
a statement of the cooperative's total liabilities including bill of exchange obligations and guarantee obligations;
an overview of the loans provided by the cooperative;
a business plan, in particular, showing the investment and capital requirements;
a report on special incidents; the Chairman of the Supervisory Board must be notified thereof immediately and in advance, if necessary.
§ 18 Composition, Service Relationship and Election
The board shall comprise at least three members, who shall be elected by the general meeting; within this framework, the general meeting shall also determine the specific number of board members. Only independent, actively working members or persons authorised to represent such members may be elected to the board. Members of the board may not simultaneously be members of the supervisory board, authorised signatories (Prokuristen), or authorised representatives (Handlungsbevollmächtigte) of the cooperative empowered to conduct the entire business.
(2) Full-time managing directors of the cooperative must be members of the board.
(3) The election of the members of the board shall otherwise be governed by § 33.
The term of office shall be three years. It shall commence at the close of the general meeting at which the election took place and shall end at the close of the general meeting held for the third financial year after the election. The financial year in which the board member is elected shall be included in this period. The general meeting may determine a shorter term of office for all board members. Re-election is permitted.
(4) The office shall terminate immediately if it is based on the supervisory board member being a member of a registered cooperative and this membership has ended. The same shall apply to persons authorised to represent other legal entities or partnerships if their authorisation to represent them ends. If there is a dispute over the termination of membership or authorisation to represent, the declaration in text form by the cooperative or the other legal entity or partnership that the membership or authorisation to represent has ended shall be decisive.
(5) If members leave the board during their term of office, the board shall consist only of the remaining members until the next ordinary general meeting, at which substitute elections will be held. An earlier substitute election by an extraordinary general meeting is only required if the number of board members falls below the statutory minimum of two. Substitute elections shall be for the remainder of the term of office of the departing member.
(6) The Supervisory Board is responsible for the conclusion, amendment and termination of service contracts with members of the Management Board. The declarations of the Supervisory Board shall be made by its chairman, or in his absence, by his deputy. The termination of the employment relationship shall result in the annulment of the office at the time of departure.
§ 19 Formation of will
The board is quorate if more than half of its members participate.
He makes his decisions by a majority of the votes cast; in the case of § 16, paragraph 2, letter d, an absolute majority is required. In the event of a tie, a motion is considered rejected.
(2) Board meetings may also be held without physical presence at a meeting venue by means of electronic communication (virtual meeting) if no member of the board objects to this procedure. Under the same conditions, a board meeting may be held by physical presence at the meeting venue as well as without physical presence at that venue by means of electronic communication (hybrid meeting). Resolutions may be passed without convening a meeting in writing or by electronic communication if no member of the board objects to this procedure.
(3) Resolutions that go beyond the regular course of business must be minuted for evidentiary purposes. The minutes must be numbered consecutively and signed by at least two members of the board.
(4) Where business matters of the cooperative are to be discussed which concern the interests of a board member, their spouse or civil partner, their parents, children and siblings, or a person represented by them by law or power of attorney, the affected board member may not participate in the discussion and voting. However, the board member must be heard before a resolution is passed.
§ 20 Attendance at Supervisory Board Meetings
The members of the Management Board are entitled to attend the meetings of the Supervisory Board. The Supervisory Board may resolve to exclude attendance. In the meetings of the Supervisory Board, the Management Board shall provide the necessary information on business matters.
§ 21 Loans to Board Members
The granting of loans or other benefits of a special nature to members of the management board, their spouses or civil partners, minor children, and third parties acting on behalf of one of these persons is not permitted.
B. The Supervisory Board
§ 22 Duties and Responsibilities of the Supervisory Board
The Supervisory Board is to oversee the management of the Management Board and, for this purpose, to inform itself about the co-operative's affairs. For this purpose, it may at any time request reports from the Management Board and may inspect and examine the co-operative's books and documents, as well as cash, securities and goods, itself or through individual members appointed by it. An individual member of the Supervisory Board may also request information, but only for the Supervisory Board.
(2) The Supervisory Board shall examine the annual financial statements, the management report, insofar as legally required, and the Board of Directors' proposal for the appropriation of net profit or the covering of net loss. It shall issue an opinion thereon and report to the general meeting before the annual financial statements are adopted. Each member of the Supervisory Board shall take note of the content of the audit report.
(3) For the purpose of fulfilling its statutory and constitutional duties, the Supervisory Board may form committees from among its members and may, at the co-operative's expense, enlist the assistance of experts. Where the Supervisory Board forms committees, it shall determine whether these committees have advisory or decision-making powers; it shall also determine the number of committee members. A committee must consist of at least three persons. A committee is quorate if more than half of its members participate. Section 25 shall apply mutatis mutandis to decision-making.
(4) Details on the fulfilment of the duties incumbent upon the Supervisory Board shall be governed by the Rules of Procedure to be drawn up by the Supervisory Board. A copy of the Rules of Procedure shall be handed over to each member of the Supervisory Board against receipt.
(5) In carrying out their duties, the supervisory board members must exercise the diligence of a proper and conscientious supervisory board member of a cooperative. They must maintain silence regarding all confidential information and secrets of the cooperative, as well as of its members and customers, which have become known to them through their activities on the supervisory board.
(6) Supervisory board members may not receive remuneration based on business results (e.g. profit-sharing bonuses). However, in addition to reimbursement of expenses, supervisory board remuneration may be granted, the details of which are decided by the general meeting.
(7) The Supervisory Board represents the cooperative in legal and extra-judicial dealings with the Management Board members.
(8) The resolutions of the Supervisory Board shall be executed by the Chairperson of the Supervisory Board, or, in their absence, by their deputy.
§ 23 Joint Meetings of Management and Supervisory Boards, Matters Requiring Consent
The Management Board and the Supervisory Board shall decide on the principles of business policy after joint deliberation and by separate voting.
(2) The following matters require the approval of the Supervisory Board,
the acquisition, development, encumbrance and sale of land and rights equivalent to land; excluding the acquisition of land and rights equivalent to land for the recovery of own claims;
the acquisition and disposal of permanent holdings;
the conclusion of contracts of particular importance, especially those contracts by which recurring obligations of considerable extent are established for the cooperative; further details shall be governed by the Rules of Procedure of the Supervisory Board.
Sponsorship agreements
the use of reserves pursuant to §§ 39, 39a;
joining and leaving organisations and associations;
the form of the meeting and the form of the discussion phase in the case of a meeting held in a streamlined procedure (§ 36a para. 3), the determination of the date and place of the general meeting, the possibility of participating in the decision-making of a general meeting held solely as a physical meeting (§ 36b) and the audio-visual transmission of the general meeting (§ 36c para. 2);
Grant and revocation of Procura;
(3) Joint meetings shall be convened by the Chairperson of the Supervisory Board or their deputy. Section 25 (2) shall apply mutatis mutandis to the convening of meetings. The provisions of Section 19 (2) and Section 25 (4) shall apply mutatis mutandis if no member of the Supervisory Board and no member of the Executive Board objects to this procedure.
(4) The chairperson of the supervisory board or their deputy shall chair the joint meetings, unless otherwise decided.
(5) The Management Board and the Supervisory Board are quorate if more than half of the members of the Management Board and more than half of the members of the Supervisory Board participate.
(6) A motion shall be rejected if it does not find a majority in both the Management Board and the Supervisory Board.
(7) Decisions shall be recorded in a joint minute for evidential purposes; the result of separate votes shall be recorded therein; in addition, § 19(3) and § 25(6) shall apply mutatis mutandis.
§ 24 Composition and Election
(1) The supervisory board shall consist of at least three members elected by the general meeting; within this framework, it shall also determine the specific number of supervisory board members. Only independent, actively working members or persons authorised to represent such members shall be elected to the supervisory board. Members of the supervisory board may not simultaneously be members of the management board, permanent deputies of the management board members, authorised signatories (Prokuristen) or individuals authorised to conduct the cooperative's entire business.
(2) For the election of supervisory board members, § 33 shall apply otherwise.
The term of office is three years. It begins at the close of the general meeting that carried out the election and ends at the close of the general meeting held for the third financial year after the election. The financial year in which the supervisory board member is elected is included in this calculation. The general meeting may determine a shorter term of office for all or individual supervisory board members. Re-election is permissible.
(3) The office shall terminate immediately if it is based on the supervisory board member being a member of a registered cooperative and this membership has ended. The same applies to persons authorised to represent other legal entities or partnerships if their authorisation to represent ends. If there is a dispute over the termination of membership or authorisation to represent, the declaration by the cooperative or the other legal entity or partnership in text form that the membership or authorisation to represent has ended shall be decisive.
(4) If members leave the supervisory board during their term of office, the supervisory board shall consist solely of the remaining members until the next ordinary general meeting, at which elections to fill the vacancies shall take place. An earlier election to fill vacancies at an extraordinary general meeting shall only be required if the number of supervisory board members falls below the statutory minimum of three. Elections to fill vacancies shall be for the remainder of the term of office of the vacating member.
(5) Members who have retired from the management board can only be elected to the supervisory board if they have been discharged for their entire period of service on the management board.
§ 25 Constitution, Resolution
(1) Following each election, the Supervisory Board shall elect a chairperson and a secretary from among its members, as well as deputies for both. The Supervisory Board is authorised to re-decide on the allocation of offices at any time.
(2) The meetings of the Supervisory Board shall be convened by its Chair, or in the Chair's absence, by their deputy. As long as a Chair and a deputy have not been elected and/or are absent, the meetings of the Supervisory Board shall be convened by the oldest member of the Supervisory Board.
(3) The Supervisory Board is quorate if more than half of its members participate. It passes its resolutions by a majority of the valid votes cast. Abstentions and invalid votes are not counted. In the event of a tie, a motion is considered rejected; in elections, lots shall be drawn in the event of a tie; § 33 shall apply accordingly.
(4) Supervisory board meetings may also be held without physical presence at a meeting location by means of electronic communication (virtual meeting) if no member of the supervisory board objects to this procedure. Under the same conditions, a supervisory board meeting may be held both by physical presence at the meeting location and without physical presence at this location by means of electronic communication (hybrid meeting). Decisions may be made without convening a meeting, in writing or by electronic communication, if the chairperson of the supervisory board or their deputy initiates such a decision-making process and no member of the supervisory board objects to this procedure.
(5) The meetings of the supervisory board shall take place at least quarterly. In addition, the chairperson shall convene a meeting, providing the agenda, whenever it appears necessary in the interests of the cooperative or when the management board or half of the members of the supervisory board requests it in text form, stating the purpose and the reasons. If this request is not complied with, the applicants may convene the supervisory board themselves, informing it of the facts.
(6) Resolutions shall be recorded for evidential purposes. The minutes shall be numbered consecutively and signed by at least two members of the Supervisory Board.
(7) Where business matters of the co-operative are to be deliberated that affect the interests of a supervisory board member, their spouse or civil partner, their parents, children and siblings, or a person represented by them by law or power of attorney, the affected supervisory board member may not participate in the deliberation and voting. However, the supervisory board member shall be heard before the resolution is passed.
C. The General Assembly
§ 26 Exercise of Membership Rights
(1) Members shall exercise their rights in the affairs of the co-operative in the general meeting. They shall exercise their rights in person.
(2) Each member has one vote.
(3) Persons incapable of conducting business themselves, persons with limited capacity to conduct business, as well as legal entities and partnerships, shall exercise their voting rights through their legal representative(s) or authorised managing partner(s).
(4) Members whose legal representatives or authorised managing partners can be represented by proxies (§ 43 (5) of the Co-operative Societies Act). Several heirs of a deceased member (§ 7) may only exercise their voting rights through a joint proxy. A proxy may not represent more than two members. Proxies may only be members of the co-operative, spouses or life partners, parents, children or siblings of a member, or must be in a business or employment relationship with the principal. Persons to whom the notice of exclusion is sent (§ 9 (5)), as well as persons who commercially offer to exercise voting rights, cannot be appointed as proxies.
(5) Voting statutory or authorised representatives or proxies must prove their authority to represent on request from the meeting chair in an appropriate manner. The provision in § 36a (4) remains unaffected.
(6) No one may exercise voting rights for themselves or for another if a resolution is being passed on whether they or the represented member are to be discharged or released from a liability, or whether the cooperative is to assert a claim against them or the represented member. However, they must be heard before the resolution is passed.
§ 27 Time limit and venue
The Annual General Meeting shall be held within the first six months of the financial year.
(2) Extraordinary General Meetings can be convened as needed.
(3) The general meeting shall take place at the registered office of the cooperative, unless the Management Board and the Supervisory Board, in accordance with Section 23(2)(g), determine a different venue and/or a different form of meeting (Section 36a).
§ 28 Convening and Agenda
The General Meeting shall be convened by the Board of Directors.
(2) Members of the cooperative may, in text form, request the convening of a general meeting, stating the purpose and reasons. At least one-tenth of the members is required for this.
(3) The general meeting shall be convened by direct notification to all members in text form, observing a notice period of at least two weeks, which must lie between the day of receipt (Section 7) or publication of the notice and the day of the general meeting. The agenda, the rules of procedure to be adopted, the form of the meeting, in the case of Section 36a (3) additionally the form of the discussion phase, and in the case of Section 36a (1) to (3) the necessary information for the use of written or electronic communication shall be announced when convening the meeting. Section 36c (2) shall remain unaffected.
(4) The agenda shall be set by the body convening the General Meeting. Members of the cooperative may, in writing, request that items be announced for decision-making at the General Meeting, stating the purpose and reasons. This requires at least one-tenth of the members.
(5) Resolutions may not be passed on matters on which the deliberation has not been announced at least one week before the general meeting; however, resolutions concerning the conduct of the meeting, as well as resolutions on motions to convene an extraordinary general meeting, are exempt from this.
(6) No notice is required for applications and negotiations without a resolution.
In the cases referred to in paragraphs 3 and 5, the relevant notifications shall be deemed to have been received if they were dispatched four days before the expiry of the time limit.
(8) The General Meeting shall adopt its own rules of procedure. Until such time as rules of procedure have been adopted, the rules of procedure of the last ordinary General Meeting shall apply.
§ 29 Chairing of Meetings
The chair of the meeting shall be elected by the general assembly in accordance with the standing orders.
§ 30 Matters for Decision
In addition to the other matters specified in these articles of association, the following shall be subject to the resolution of the General Meeting:
Amendment of articles of association;
Dissolution of the cooperative;
Continuation of the cooperative after resolution of dissolution;
Merger, demerger and change of legal form of a cooperative in accordance with the provisions of the Transformation Act;
Withdrawal from cooperative associations and unions;
Revocation of appointment of members of the Supervisory Board;
Approval of the annual financial statements, appropriation of the net profit or coverage of the net loss, and the extent of the disclosure of the auditor's report;
Discharge of the Management Board and the Supervisory Board;
Election of Supervisory Board members and determination of their remuneration;
Exclusion of board and supervisory board members from the cooperative;
k) Election of proxies for the conduct of proceedings against supervisory board members due to their official position;
l) Setting of lending restrictions in accordance with Section 49 of the Cooperative Societies Act;
m) Setting an entrance fee.
n) Determination of ongoing contributions in accordance with § 12 letter g)
o) Establishment of a project lump sum / administrative cost lump sum.
§ 31 Majority Requirements
Resolutions of the General Meeting require a simple majority of the votes cast, unless the law or these Articles of Association stipulate a greater majority.
A majority of three-quarters of the votes cast is required in the cases mentioned in § 30 letters a) – f), j) and n).
(3) Before a resolution is passed on the merger, division or change of legal form in accordance with the provisions of the Transformation Act, and before a resolution is passed on the continuation of the dissolved cooperative, the auditing association must be consulted. An expert opinion from the auditing association must be requested by the board in good time and read out at the general meeting.
§ 32 Discharge
The discharge of the Management Board and the Supervisory Board must be voted on separately; neither members of the Management Board nor of the Supervisory Board shall have a voting right in this matter.
§ 33 Voting and Elections
(1) Votes and elections must be held in secret if the board of directors, the supervisory board, or at least one-quarter of the valid votes cast on the matter so require.
(2) If there is an equality of votes, a motion is considered to have been rejected; further details for elections are regulated by the standing orders.
(3) When determining the voting ratio, only votes cast are counted; abstentions and invalid votes are not taken into account.
(4) If an election is held openly, a separate ballot is required for each mandate to be awarded. The candidate who receives the most votes is elected. If no more candidates are nominated than there are mandates to be filled, a vote may be taken jointly (en bloc), provided no objection is raised.
(5) Where an election is conducted in secret, each eligible voter shall have as many votes as there are seats to be filled. The eligible voter shall indicate on the ballot paper the candidates to whom they wish to give their vote; only one vote may be cast for each candidate. The candidates who receive the most votes shall be elected.
(6) The elected person must, no later than immediately after the election, declare to the cooperative whether they accept the election.
(7) The General Meeting may remove one or more members of the board of directors, supervisory board or any other committee of the cooperative by a simple majority.
Should an elected member of the management board, supervisory board, or member of another body of the cooperative resign from their position or be removed from office during their term, the general meeting shall have the option to fill the post by means of an election.
§ 34 Right to information
(1) Every member is to be given information at the general meeting upon request, insofar as this is necessary for the proper assessment of the agenda item. The board of directors or the supervisory board shall provide the information.
(2) Disclosure may be refused to the extent that
the provision of the information is likely, in the reasonable commercial judgment of the cooperative, to cause it a not insignificant disadvantage;
concerns the cooperative's purchasing conditions and its calculation bases;
the question concerns tax valuations;
the disclosure of the information would be punishable or would violate a statutory, regulatory or contractual confidentiality obligation;
the request for information concerns the personal or business affairs of a third party;
whether it concerns employment contracts with board members or employees of the cooperative.
§ 35 Minutes of Meeting
(1) The resolutions of the General Meeting shall be recorded for evidential purposes. The minutes shall be numbered consecutively. The recording of minutes is not a prerequisite for the legal validity of the resolutions.
(2) The minutes shall be drawn up no later than two weeks after the conclusion of the general meeting. They shall state the place and date or period of the meeting, the form of the meeting, and in the case of a meeting conducted in stages (§ 36a para. 3), additionally the form of the discussion phase, the name of the meeting chair, and the type and result of the votes and the determinations of the meeting chair regarding the resolutions. For meetings according to § 36a para. 1 or in the case of a virtual discussion phase within the scope of a meeting conducted in stages according to § 36a para. 3, the registered office of the cooperative shall be stated as the place of the meeting. The minutes must be signed by the meeting chair, the minute-taker, and at least one member of the management board who is present; the documents concerning the convocation must be appended to it as annexes.
(3) In cases falling under Section 47(3) of the Co-operative Societies Act, a list of the attending or represented members and the representatives of the members shall be appended to the minutes. For each attending or represented member, their number of votes shall be noted.
(4) The minutes, along with their accompanying annexes, shall be retained. All members of the cooperative shall be permitted to inspect the minutes.
(5) In addition, in the case of Section 36a of the Articles of Association, a list of the members participating in the vote must be attached to the minutes, and the type of vote cast must be noted therein.
§ 36 Right of Associations to Participate
Representatives of the auditing association may participate in an advisory capacity at any general meeting.
§ 36a Virtual Meeting, Hybrid Meeting and Meeting in Expedited Procedure
(1) The General Meeting may be held without the physical presence of members at one location (virtual meeting). In this case, it must be ensured that the entire course of the meeting is communicated to all participating members in writing or by electronic means, and that all participating members can exercise their rights to speak, submit motions, obtain information and vote in writing or by electronic means. The notice of meeting must provide, in particular, information on any access data and, furthermore, on how the rights to speak, submit motions, obtain information and vote can be exercised.
(2) Participation in the general meeting can also optionally take place physically at the meeting's location or without physical presence at that location (hybrid meeting). In this case, it must be ensured that the entire course of the meeting is communicated to all participating members via electronic communication, that members participating without physical presence at the meeting's location can exercise their rights to speak, make proposals, receive information, and vote via electronic communication, and that the management board and the supervisory board are represented by members physically present at the meeting's location. Paragraph 1, sentence 3 shall apply accordingly.
(3) Participation in the general meeting can also take place in such a way that the meeting is split into a discussion phase, which is held as a virtual meeting or a hybrid meeting, and a subsequent voting phase (meeting in staggered procedure). In this case, it must be ensured that during a discussion phase held as a virtual meeting, paragraph 1, sentence 2, with the exception of the requirements for exercising voting rights, is met, and during a discussion phase held as a hybrid meeting, paragraph 2, sentence 2, with the exception of the requirements for exercising voting rights, is met. Furthermore, it must be ensured that all members can exercise their voting rights in writing or by electronic communication during the voting phase. Paragraph 1, sentence 3 applies accordingly; it must also be communicated how and by when the voting must be carried out in writing or by electronic communication.
(4) The exercise of voting proxies (Section 26(4)) without physical presence at the general meeting is only permitted if the proxy is proven to the board in text form at least one week before the day of the general meeting.
§ 36b Written or Electronic Participation in the Decision-Making of a General Meeting Held Exclusively as a Physical Meeting
(1) If it has been permitted to participate in the resolution of a general meeting held solely in person by means of written or electronic communication, it must be communicated along with the convening notice how and by when the written or electronic voting must take place.
(2) § 36a (4) applies accordingly.
§ 36c Attendance of Supervisory Board Members at a Face-to-Face Meeting via Audio and Video Transmission and Transmission of the General Meeting via Audio and Video
A supervisory board member may participate in a physical meeting via audio-visual transmission if
the supervisory board permits this participation option,
this was requested in writing from the board at least 1 week before the general meeting and
the supervisory board member credibly assured that the travel to and from would take more than 6 hours.
(2) The transmission of the general meeting in picture and sound is permissible. The decision on whether and how the general meeting is transmitted in picture and sound shall be made by the board of directors with the approval of the supervisory board. The manner of transmission must be announced when the meeting is convened.
§ 37 Business Share and Business Credit
The share of the business amounts to EUR 500.00.
(2) The business share must be paid in full immediately. The board of directors may permit payment in instalments. In this case, an amount of EUR 50.00 shall be paid quarterly, commencing at the end of the quarter following entry in the member register, and subsequently at the end of each quarter, until the business share has been paid in full.
Where a project lump sum/administration cost lump sum has been established by resolution of the general meeting, incoming payments shall be offset against this first; only thereafter shall payments be made to the share capital.
(3) A member may acquire further shares with the approval of the Board of Directors. Except in cases of mandatory participation, voluntary acquisition of further shares by a member may only be permitted once all previous shares have been fully paid up.
(4) The payments made on the shareholding(s), plus other credits and minus amounts written off to cover losses, constitute a member's business credit balance.
(4a) The cooperative’s minimum capital shall amount to 70% of the total value of members’ capital at the end of the preceding financial year. It must not fall below this level as a result of the payment of settlement balances to members who have left the cooperative or who have terminated individual shares. The payment of the settlement balance shall be suspended in whole or in part in proportion to all settlement claims for as long as such payment would cause the minimum capital to fall below the required level; claims from previous years affected by a suspension shall be settled with priority, including in relation to one another; Section 6(3) shall not apply.
(5) The business credit may not be paid out by the cooperative, offset, or used as security in the cooperative's business operations as long as the member has not withdrawn. An owed payment may not be waived; the member may not offset against it.
(6) The assignment or pledging of the business share to third parties is not permitted and is ineffective with regard to the cooperative. A set-off of the business share by the member against its liabilities to the cooperative is not allowed. Section 10 applies to the settlement share.
§ 38 Statutory reserve
The statutory reserve may only be used to cover balance sheet losses.
(2) It is formed by an annual allocation of at least 10% of the net profit for the year, plus any profit carried forward or minus any loss carried forward, until the reserve reaches 25% of the balance sheet total.
§ 39 Other Retained Earnings
Other reserves within the meaning of Section 58, points 6 and 7 of the Tax Code may be formed.
§ 39 a Share premium account
If entrance fees are charged, they shall be allocated to a capital reserve. The use of these funds shall be decided upon by the board of directors and the supervisory board in a joint meeting (§ 23(2)(e)). The general meeting retains the right to use them to cover balance sheet losses (§ 44).
§ 40 Further payment obligation
A further contribution by the members is excluded.
§ 41 Financial Year
The financial year is the calendar year.
(2) The first financial year commences upon the registration of the cooperative and ends on 31 December of that year.
§ 42 Annual financial statements and management report
(1) The Management Board shall prepare the annual financial statements and the management report, insofar as the latter is legally required, for the past financial year within five months of the end of the financial year.
(2) In accordance with Section 16, Paragraph 2, letter g), the Management Board shall submit the annual financial statements and the management report, insofar as this is legally required, to the Supervisory Board without delay and then, together with its remarks, to the General Meeting for the adoption of the annual financial statements.
(3) The annual financial statements, the management report, insofar as this is legally required, and the supervisory board's report shall be made available for inspection by members at the cooperative's premises or at another publicly announced location, or made accessible to them in the non-public member area of the cooperative's website, or otherwise brought to their attention at least one week before the general meeting.
(4) The Supervisory Board's report on its examination of the annual financial statements and the management report (§ 22 para. 2), insofar as this is legally required, shall be presented to the ordinary general meeting.
§ 43 Use of the annual surplus
The general meeting shall decide on the use of the net profit for the year, plus any profit brought forward and minus any loss brought forward (distributable profit). Provided that it is not transferred to reserves, it may only be used for the statutory purposes of the co-operative. Any other use of the net profit for the year is excluded. In particular, there shall be no distribution of profits or co-operative rebates to the members of the co-operative.
§ 44 Coverage of an annual deficit
The General Meeting shall decide on the treatment of covering an annual deficit.
(2) To the extent that an annual loss is not carried forward to a new account or covered by drawing on other revenue reserves, it must be covered by the statutory reserve or the capital reserve, or by writing down the members' business capital, or by a combination of these measures.
(3) If business shares are used to cover an annual deficit, the portion of the annual deficit attributable to each member shall be calculated in proportion to the business shares taken up or to be taken up by all members as stipulated in the articles of association at the beginning of the financial year in which the annual deficit arose.
§ 45 Liquidation
Upon dissolution of the corporation or upon the cessation of tax-privileged purposes, the corporation's assets, to the extent they exceed the paid-in capital shares (business credits) of the shareholders (members) and the fair market value of contributions in kind made by the shareholders (members), shall pass to Zukunft im eXhaus e.V., Trier, to a legal entity under public law or another tax-privileged corporation, which shall use it directly and exclusively for charitable, benevolent
or for religious purposes.
§ 46 Announcements
Unless otherwise provided for by law or the articles of association, the co-operative's announcements shall be published on the co-operative's publicly accessible internet site. The annual financial statements and the statutory management report, insofar as legally required, as well as the documents mentioned in § 325 HGB, shall only be published in the company register. The names of the persons from whom the announcement originates must be stated.
§ 47 Place of Jurisdiction
The place of jurisdiction for all disputes between the member and the cooperative arising from the membership relationship shall be the local court or the regional court responsible for the registered office of the cooperative.
The articles of association were last amended at the general meeting on 19/05/2026.