Constitution

ESMEA – European Small and Medium-sized Enterprises’ Association e.V.

§ 1 Purpose of the association

(1) The purpose of the 'ESMEA - European Small and Medium-Sized Enterprises' Association e.V.' is to promote and represent the economic interests of its members, in particular by fulfilling the following tasks:

1. to advise members on economic, legal and technical matters;

2. to provide support to the members and to serve as a contact partner, successfully launch, negotiate and sustain projects in Germany and internationally;

3. to advise and assist the competent authorities in the countries of its activities, if desired, in the preparation and preparation of relevant legislative proposals and ordinances;

4. Maintain relations with other business organizations, in particular at European Union (EU) level, as well as exchanges of information and ideas, providing them with support as needed and on request, and, where appropriate, sharing their interests with them;

5. To maintain contact with the media as well as to ensure a favorable image and reputation of the association and its members in public.

The Association does not run any commercial business.

§ 2 Name, residence and fiscal year of the association

(1) The association has the legal form of a registered legal association and is called "ESMEA - European Small and Medium-Sized Enterprises' Association e.V."

(2) The residence of the association is Berlin.

(3) The fiscal year is the calendar year.

§ 3 Membership

(1) Members of the Association may become legal persons as well as associations of persons and self-employed persons who operate an economically-oriented organization within the European Union (EU). Association members may also become organizations whose membership is expected to promote the association's purpose due to the knowledge, experience, influence or other significance that these organizations have, particularly for the purpose of the association. Association members have full membership.

(2) The application for admission, in which the applicant undertakes to comply with the provisions of the Articles of Association, shall be addressed to the Board of Directors, which shall decide on the admission. Above all, the admission should not be rejected if the applicant otherwise would be unequally treated in unjustifiable ways towards members and would be unfairly exposed to a competitive disadvantage. In particular, a refusal is objectively justified or not unreasonable if the applicant has violated the rules of unfair behavior or in a manner contrary to commercial practice and decency that does not make his recordings appear reasonable to the association. Affiliation of the applicant to an association competing with the association excludes in principle a full membership. If an antitrust authority has legally ordered the admission, the application shall not be refused, unless grounds for refusal have arisen since the order was issued.

(3) The membership ends

(a) the expiry of the legal persons and associations of persons;

b) by resignation, which can only be declared in writing to the Executive Board at the end of the calendar year, subject to a notice period of 3 months,

d) by exclusion, which may be by decision of the Board of Directors, if the member is to be accused of damage to the association.

(4) The Members' Assembly may pronounce the exclusion if

a) the member has deliberately violated the goals and interests of the association and repeatedly violates them;

(b) the conditions of paragraph 3 (d) are met, without prejudice to the rules laid down therein.
The Executive Board informs the affected member of the exclusion by registered letter with acknowledgment of receipt. The decision can only be challenged within four weeks of receipt of the letter.

§ 4 Rights and obligations of the members

(1) Each member has the right to use the facilities of the association and to seek its assistance within the framework of the statutory tasks of the association. Each member can submit applications to the association and the members' assembly.

(2) The association members promote the purpose and reputation of the association to the best of their ability at all times.

They therefore have a duty to adhere to commercial practices and decency, fair conduct in competition and the competition rules registered with the antitrust authorities. In addition, each member is obliged to provide the association with all information required to fulfill the purpose of the association without undue delay, but no later than within one month, and to fulfill the obligations arising from the following paragraph on time.

(3) By performing its duties, the association incurs costs which are covered by the voluntary assumption of these costs by individual members of the association.

§ 5 Organs of the association

The organs of the association are:

1. the Members' Meeting,

2. the Board

3. the Arbitration Court.

§ 6 Members' Meeting

(1) The ordinary members' meeting shall be held annually, preferably in the first calendar quarter. The executive committee appoints the members' meeting by special written invitation stating the daily order. The invitation must be sent by registered letter or e-mail to the last known address of each individual member of the board and be sent to the post office or e-mailed at least three weeks before the meeting.

The board determines the daily order; Each member may apply in writing (by letter or e-mail) at least two weeks before the meeting. Whether this addition is made is at the dutiful discretion of the Board. However, it must be carried out if the application is supported by at least one quarter of the members. A supplement is to be communicated to the members in the same way as the invitation to the meeting has been made. If this does not succeed in time, the chairman of the meeting has to announce the supplement at the beginning of the meeting. Supplementary requests received by the Board of Directors no later than two weeks prior to the meeting shall only be considered if the members' meeting so decides by a majority as is required for amendments to the by-laws.

(2) An Extraordinary Members' Meeting shall be called if the interests of the association so require or if at least 20% of the members so request in writing to the Board.

(3) The members' assembly arranges the affairs of the federation, as far as they are not assigned to another organ in these statutes. It decides in particular about:

1. the appointment, discharge and dismissal of Executive Board members.

2. a draft of an arbitration order of the federation presented by the executive board (§ 10 Abs. 3),

3. a draft competition rules of the association presented by the board,

4. the exclusion of a member (§ 3 (4)),

5. the appeal of a candidate for accession to a decision of the Executive Board pursuant to

§ 3 (2), which is hereby admissible,

6. the dissolution of the association

7. by a majority of two-thirds of all members on amendments to the statutes.

4) The Members' Assembly is not public. The chairman of the meeting may allow guests, unless the Assembly decides otherwise. The chairman of the association or his deputy may not chair the members' assembly if the matter for negotiation or voting personally affects them.

Each member of the association has one vote in the members' meeting. Representation is not permitted when exercising the voting right. The General Assembly has a quorum if it has been duly convened and its decisions have been adopted by a simple majority of the valid votes cast unless otherwise provided in the Articles or the law.

(5) Minutes shall be kept of the negotiations of the Members' Assembly, to be signed by the Secretary of the Protocol. This transcript must be made available to members in an appropriate form within six weeks of the meeting. Objections to this transcript may only be raised within one month of that date.

§ 7 Board

(1) The board is composed of the president, two vice-presidents and up to a maximum of four other members. Board members must be named or be the organisa- tional representatives of a member of the association.

(2) The members of the Executive Board are elected by the Members' Assembly for a term of four years; Re-election is permissible. The term of office of a board member ends with the assumption of office by his successor in the office. If the office of a member of the Executive Board ends prematurely, an alternate may be appointed by the Advisory Board for the remainder of the term of office.

(3) The Executive Board manages the affairs of the Association. It is responsible for all transactions that have not been assigned in accordance with the statutes of the Members' Assembly or, where applicable, the Advisory Council.

(4) The Executive Board decides by decision in meetings of the Executive Board, to which it meets at least four times a year and over which a transcript is to be produced.
The invitation shall be issued with an indication of the agenda with a notice period of two weeks by the chairman or his deputy, by the deputy, however, only in case of the prevention of the chairman. The quorum of the Executive Board is satisfied by the presence of two Executive Board members. In the case of votes, the majority of the members of the Board of Management, in case of a tie, decide the vote of the chairman or his deputy, but of the deputy only if the Chairman is not present.

(5) The chairman or, in the case of prevention of the chairman, his deputy are authorized individually for legal representation of the association (§ 26 BGB). In their actions, they must always be guided by the goals of the association, in particular the statutes and resolutions of the members' meeting and the executive committee.

§ 8 Dissolution

(1) The dissolution of the association can only be decided by the members' meeting with a majority of three quarters of all members present.

(2) The procedure for the dissolution takes place after the regulations of the civil law book (BGB) of the Federal Republic of Germany.

§ 9 Arbitration Court

(1) All disputes between the Association and its members shall be decided upon by an arbitral tribunal, which shall be constituted as follows:

First, each party determines an arbitrator. If one party does not meet the request of the other party to appoint an arbitrator within two weeks, that other party may request the President of the Chamber of Industry and Commerce (IHK) Berlin to appoint an arbitrator. Then the two referees try to reach an agreement. If this effort fails, both referees elect a chairman. If the appointment of an umpire fails, the two arbitrators have to ask the President of the IHK Berlin for the appointment of an umpire.

If an arbitrator or the chairman appointed by the President of the IHK Berlin continues, the procedures for the first appointment of a referee or the umpire will apply mutatis mutandis.

(2) The right to request provisional legal protection in urgent cases from the competent ordinary court shall not be affected by these statutes.

(3) The arbitration procedure shall be governed in detail by an arbitration order to be adopted by the General Assembly, which shall be established by the Board.