Articles of Association of the Fachverband galvanisierte Kunststoffe e. V. (FGK)

Adopted by the General Meeting on 3 December 2020

§ 1 Name

The “Fachverband Galvanisierte Kunststoffe e. V.” represents qualified industrial companies in the field of surface technology, specialising in decorative and functional electroplated surfaces on plastics for the automotive and supplier industries.

§ 2 Legal form, registered office and financial year of the Association

(1) The Association has the legal form of an association. The Association must be registered with the relevant local civil court.

(2) The Association’s registered office is in Hilden.

(3) The financial year is the calendar year.

(4) The Association shall become a member of the Zentralverband Oberflächentechnik e.V. (ZVO).

§ 3 Purpose of the Association

(1) The purpose of the Association is to

to represent the interests of its members through a common strategic approach, in particular through cooperation with scientific institutions, with associations – including those within the ZVO – and other bodies and organisations in the field of electroplated plastic coating.
to support its members in all matters of industry-wide interest, in particular

the further development of surface properties with regard to quality and cost-effective production
the further development of processes and surfaces with regard to environmental compatibility and safety
the development of quality assurance agreements
through participation in the development of national and international standards and other regulatory frameworks
to monitor the plastics electroplating market in Germany and the EU, as well as its users, with regard to quality requirements, surface developments and regional and global changes in market locations
Enhancing the professional image of the sector and improving specialist qualifications in the field of plastic electroplating
to initiate public relations activities designed to enhance the sector’s image, e.g. by coordinating joint market campaigns, trade fairs and exhibitions

(2) This excludes the representation of collective bargaining interests.

(3) The Association does not pursue any objectives aimed at commercial business operations

§ 4 Membership

(1) Any company with its head office in Germany, Austria or Switzerland, whose primary manufacturing focus is the electroplating of plastics and which meets the criteria set out in the admission regulations, may become a member upon application.

The admission regulations must be adopted by the General Meeting.

The application must be submitted in writing to the Executive Board, which shall decide on it.

The official language within the FGK is German.

(2) Associate memberships are not permitted.

§ 5 Rights and obligations of members

(1) Every member has the right to use the Association’s facilities and to avail themselves of its support within the scope of the Association’s statutory tasks. Every member may submit motions to the Association and the General Meeting.

(2) Members are bound by the Association’s resolutions.

(3) Every member is obliged to support the Association in carrying out its statutory tasks.

(4) Every member is obliged to provide the Association with the funds necessary to fulfil its objectives, in particular to pay the membership fees and levies resolved in accordance with the Articles of Association on time.

(5) Members are entitled to have the overall results, to which they have contributed through

their collaboration and reports, are made available to them by the secretariat in an appropriate manner.

(6) Members are required to participate in one or more committees or working groups where necessary, unless there are specific personal or objective reasons preventing them from doing so.

§ 6 Termination of Membership

(1) Membership shall cease

a) upon the winding-up of the company or the cessation of its plastic electroplating activities

b) upon the criteria set out in the Admission Regulations ceasing to apply or failing to be demonstrated

c) upon resignation, which may be given by registered letter with six months’ notice to the end of a calendar year.

d) on the day on which an application for insolvency proceedings is filed in respect of the member company’s assets. Membership shall not terminate if insolvency proceedings are applied for or opened on the company’s own initiative.

(2) by expulsion, which may be effected by a resolution of the Executive Board if membership fees have not been paid without good cause, the reputation of the Association has been seriously damaged, or the conditions set out in the Admission Regulations are no longer met.

(3) Within four weeks of the expulsion resolution being sent, the member may lodge an appeal with the General Meeting by registered letter addressed to the Executive Board. The appeal shall have suspensive effect.

(4) A member who resigns from or is expelled from the Association shall have no claim to the Association’s assets.

(5) The founding members of the Association shall, by virtue of the Articles of Association, cease to be members at the time the companies represented by the founding members join as members

§ 7 Membership Fees

(1) The Association incurs costs in the performance of its duties, which are covered by an annual subscription paid by the members. Further details, such as the amount and due date, as well as any special levies, shall be governed by a set of subscription regulations to be adopted by the General Meeting; founding members shall not have the right to vote on the relevant resolution.

§ 8 Governing Bodies of the Association

The bodies of the Association are

1. The General Meeting

2. The Executive Committee

3. The Management

4. The committees

§ 9 General Meeting

(1) The General Meeting consists of the members or their authorised representatives. Representation by means of a simple written power of attorney is permitted.

Each member has one vote.

(2) All matters are subject to the decision of the General Meeting, unless these Articles of Association delegate such matters to other bodies; this includes, in particular,

a) the adoption of the Articles of Association and any amendments thereto,

b) the election of the Executive Committee,

c) the approval of the budget,

d) the adoption of the annual report,

e) the election of two auditors, the approval of the annual accounts and the granting of discharge to the Executive Committee and the management,

f) the removal of Executive Board members for good cause,

g) passing a resolution on the dissolution of the Association and the disposal of its assets,

h) passing resolutions on levies proposed by the Executive Board

i) passing resolutions on the membership fee regulations and setting the membership fee.

(3) The Annual General Meeting shall be convened by the Executive Board. It shall take place within six months of the end of the financial year. The invitation, together with the agenda, must be issued in writing and sent to the members in such a way that there is a period of at least three weeks (notice period) between the date of posting and the date of the meeting.

(4) Extraordinary General Meetings may be convened by the Executive Committee at any time, subject to a notice period of three weeks. The Chair is obliged to convene an extraordinary General Meeting if this is requested in writing by at least one quarter of the members of the Executive Committee or one tenth of all members, specifying the item to be discussed. The invitation, together with the agenda, must be issued in writing and sent to the members in such a way that there is a period of at least three weeks (notice period) between the date of posting and the date of the meeting.

(5) The meeting shall be chaired by the Chair of the Association; in the event of the Chair’s absence, by the Deputy Chair; and if the Deputy Chair is also unable to attend, by a participant at the meeting to be chosen by acclamation.

(6) Resolutions of the General Meeting require a simple majority of the votes cast by the members present at the General Meeting to be valid. Each member of the Association shall have one vote at the General Meeting. Proxy voting is also permitted. In the event of a tie, a second vote shall be taken. In the event of a further tie, the chairperson of the meeting shall have the casting vote.

(7) A two-thirds majority of all members present is required to pass resolutions on amendments to the Articles of Association, changes to the Association’s purpose, the removal of members of the Executive Committee, and the dissolution of the Association. If a resolution is not passed due to the lack of the required majority, a second General Meeting must be convened no earlier than four weeks after the date of the General Meeting, at which a simple majority of the members present at the General Meeting shall suffice for the adoption of a resolution.

The invitation to the second general meeting must state that, for the purposes of passing resolutions at this general meeting, a simple majority of the members present at the general meeting is sufficient.

(8) Minutes must be drawn up of the general meeting, which must include all resolutions, elections and voting results. The minutes must be signed by the Chair or the Deputy Chair and the Managing Director and submitted to the next general meeting for approval.

(9) The Executive Committee may decide to hold a general meeting virtually or via electronic communication. In doing so, it must be ensured that all the regulations set out in § 10 for a face-to-face General Meeting of Members also apply to the virtual General Meeting of Members, that all members are granted access to the virtual General Meeting of Members, and that only the group of persons specified in paragraph 2 may participate and vote. The procedural requirements for a general meeting, e.g. the conduct of open or secret votes, the taking into account of majority ratios, the observance of voting rights in accordance with paragraph 2, and the provision of opportunities for members to ask questions, must be technically ensured.

(10) The Executive Committee may decide to adopt resolutions by circular resolution without holding a general meeting. Resolutions adopted in this manner are legally valid if all members were involved in the resolution-making process by circular resolution, at least 50 per cent of the members participated in the resolution-making process in writing (letter) or in text form (fax, email) and the resolution was passed with the required majority. A circulation period of four weeks applies to the resolution, starting from the date of dispatch.

Resolutions concerning the dissolution of the Association, the quorum and majority requirements for which are set out in § 9 (7), are excluded from the circular resolution procedure.

§ 10 Executive Committee

(1) The Executive Committee consists of a Chair, at least one Deputy Chair, and is limited to a maximum of five members.

The Executive Committee is elected by the Ordinary General Meeting. The term of office of the Executive Committee is two years. Re-election is permitted.

(2) Eligible for election are owners, legal representatives or senior executives of a full member of the Association.

(3) The Executive Committee shall elect a Chair and their deputies. The term of office is two years. Re-election is permitted.

(4) The Chair and their Deputy are authorised individually to represent the Association in legal transactions (Section 26 of the German Civil Code (BGB)). In their actions, they must always be guided by the Association’s objectives and, in particular, must comply with the Articles of Association and the resolutions of the General Meeting and the Executive Committee.

In matters relating to the Register of Associations concerning the Professional Association for Galvanised Plastics, the members of the Executive Board are authorised to represent the Association in legal transactions, to the exclusion of the other bodies of the Association, in accordance with Section 8(1) and (2).

(5) The Executive Committee may adopt rules of procedure.

(6) All matters not reserved for the competence of the General Meeting are subject to decision by the Executive Committee. In particular, its responsibilities include

a) the election of the Chair and their Deputy,

b) Drawing up the budget and establishing the rules of procedure for the Association’s bodies,

c) proposals regarding the level of membership fees in accordance with the membership fee regulations, as well as proposals for levies,

d) the establishment of standing committees,

e) the preparation, scheduling and convening of General Meetings,

f) Appointment of the management,

g) the admission of new members

The Chair and the Deputy Chair shall be responsible for

a) deciding on important matters requiring a decision at short notice,

b) the preparation of the annual report and the annual accounts, as well as the presentation of the auditors’ report,

(7) Meetings of the Executive Committee shall be held as required. The Executive Committee must be convened by the Chair if a quarter of its members request this in writing, specifying the items for discussion.

The invitation, together with the agenda, must be issued in writing, specifying the items on the agenda.

(8) The Executive Board has a quorum if at least half of its members are present. Each member of the Executive Board has one vote. The transfer of voting rights is permitted for members of the Executive Board only in such a way that one member of the Executive Board transfers their vote to another member of the Executive Board, subject to the restriction that no member of the Executive Board may hold more than two votes in their own favour. Resolutions of the Executive Committee are passed by a simple majority of votes; in the event of a tie, the Chairperson has the casting vote.

(9) Members of the Executive Board may only be removed from office before the end of their term of office by the General Meeting for good cause.

§ 11 Committees and Working Groups

The Executive Committee may form committees and working groups to deal with matters of a limited duration or scope, the task of which is to provide expert advice to other bodies of the Association. Committee and working group members are appointed by the Executive Committee. The committee and working group members shall elect a chairperson and a deputy chairperson from among their number.

§ 12 Management

(1) An executive management team may be established to handle the Association’s day-to-day business. The executive management team may consist of one or more persons. Members of the executive management team have power of representation within the meaning of § 30 of the German Civil Code (BGB) with regard to the tasks assigned to them.

(2) Managing Directors shall be appointed or dismissed by the Executive Committee on the recommendation of the Chair.

(3) Employment contracts for managing directors shall be concluded by the Chairperson in agreement with the Executive Committee.

(4) The management board shall conduct the Association’s business in accordance with the instructions of the Executive Committee and shall be accountable to the Executive Committee. Rules of procedure may be drawn up by the Executive Committee.

(5) The management is entitled to attend meetings of the Association’s governing bodies in an advisory capacity, unless a resolution is being passed on a matter concerning the management itself.

§ 13 Dissolution of the Association

(1) In the event of the dissolution of the Association, the existing bodies shall continue to carry out their duties until the liquidation proceedings have been completed.

(2) The General Meeting shall dispose of the remaining assets. Unless the General Meeting resolves otherwise, the assets shall be distributed amongst the members in proportion to their share of the membership fees collected in the last financial year.

§ 14 General Provisions

(1) The Association’s governing bodies, its employees and agents are obliged to treat as confidential any matters that come to their attention, insofar as the nature of such matters so requires.

(2) Resolutions of the Association’s governing bodies may also be adopted in writing.

(3) At meetings of the governing bodies and committees, matters not announced on the agenda may also be discussed, provided that they are urgent motions, at least two-thirds of the members entitled to attend are present, and no objection is raised.

(4) Where a matter concerns a delegate of the Association or a member of the Executive Board personally, their right to vote shall be suspended during the vote.

(5) Minutes shall be kept of meetings of the Association’s bodies; these shall be signed by the chair of the meeting and a managing director and submitted for approval at the next meeting. The minutes shall be sent to the members of the respective Association bodies without delay after they have been drawn up.

(6) Upon the expiry of a term of office, the members of the Association’s bodies shall continue to perform their duties until a new election is held.

(7) The members of the Association’s bodies (§ 8(1)–(2), (4)–(5)) serve in an honorary capacity.