Statutes

1. Name, registered office, financial year

• The association is called Reeder und Makler Club Hamburg eV
• The association has its registered office in Hamburg
• The association’s financial year is the calendar year.

2. Register of associations, liability

The association is entered in the register of associations. Only the association’s assets are liable for its liabilities.

3. Purpose of the association

• The purpose of the Reeder und Makler Club Hamburg eV is to safeguard, maintain and promote the professional and economic interests of employees in maritime shipping and all companies directly and indirectly related to it. It should strive to promote social and communal cohesion among the association’s members.
• The association achieves its objectives in particular by
  • organizing lectures and discussion evenings
  • meeting domestic and foreign guests at association events and meetings with friendly associations and organizations
• The association operates on a non-profit basis; it does not primarily pursue its own economic interests.
• The association’s funds may only be used for the statutory purposes. Accumulation and use of assets for other purposes is prohibited. Members do not receive any donations from the association’s funds. No person may benefit from expenses that are unrelated to the association’s purpose or from disproportionately high remuneration.
• If the association is dissolved or annulled or if its previous purpose ceases to exist, the association’s assets will be transferred to an institution that serves exclusively charitable purposes. The general meeting decides on the details on the proposal of the board. The proposal of the board requires the prior approval of the responsible tax office.

4. Acquisition of membership

• Membership can be acquired by natural persons of legal age. They should have a close connection with maritime shipping.
• The prerequisite for acquiring membership is a written application for membership, which should be addressed to the board. The extended board decides on the application for membership at its own discretion and the board informs the applicant of the decision. Membership becomes effective upon receipt of the confirmation of admission. If the application is rejected, the board is not obliged to inform the applicant of the reasons.
• By joining the association, the member accepts the statutes, the membership fee regulations (see below) and the membership conditions decided by the general meeting.

5. Termination of membership

• Membership ends through death, exclusion or resignation from the association.
• Resignation takes place by written declaration to the board. Resignation can only be declared at the end of a financial year, whereby a notice period of 2 weeks must be observed. The declaration of resignation does not release the member from the obligation to pay the contribution for the current financial year or other contributions already due.
• A member can be excluded from the association if he or she has grossly violated the interests of the association, has grossly violated the statutes or damages the reputation of the association through his or her behavior. Exclusion takes place by resolution of the extended board at its due discretion. Before the resolution is passed, the member must be given the opportunity to make an oral or written statement. The resolution does not require any further justification to the excluded member, but its notification must be in writing.
• If a member is in arrears with his payment obligations to the association, in particular membership fees, in whole or in part despite two written reminders, the board can exclude the member if the member is at least six months in arrears with his payment obligations and at least two months have passed since receipt of the second written reminder.
• When membership ends, any claim against the association expires. Membership fees and charges paid will not be refunded.

6. Honorary members

Anyone who has made a special contribution to the association can become an honorary member. Honorary membership is awarded by the extended board on the recommendation of the board. The honorary member is exempt from paying membership fees, but has the rights of a full member.

7. Contributions

Membership fees are regulated in a contribution regulation (see below), which is decided upon by the general meeting.

8. Bodies of the association

• The bodies of the association are the board, the extended board and the general meeting.
• All negotiations and decisions of the bodies identified in paragraph 1 are confidential unless they are expressly intended for the public.
  The Board of Directors is generally responsible for representing the association to the public. The Board of Directors can appoint a representative to represent the association to the public.
• If individual bodies of the association have to make public statements in fulfillment of their statutory activities, the chairman of the respective body agrees such statements with the board before they are published.

9. Board

• The board consists of the first chairman, the second chairman and the treasurer.
• The board of the association within the meaning of § 26 BGB are the first chairman and the second chairman. Both board members are each authorized to represent the association on their own.

10. Responsibilities of the board

• The board decides on all current affairs of the association and conducts the association’s business unless the general meeting or another body of the association is responsible according to the provisions of these statutes or the law. It has the following tasks in particular:
  • Preparation and convening of the general meeting and drawing up the agenda;
  • Implementation of resolutions of the general meeting and the extended board.

The board can delegate individual tasks to knowledgeable members to support its work.

• In all matters of particular importance, the board should bring about a resolution of the extended board.

11. Election and term of office of the board

• The members of the board are elected by the general meeting on the proposal of the extended board. The term of office is two years. It ends in any case with the election of a new board member. Board members who were elected during a term of office remain in office until the end of the term of office. If the term of office has expired without a new board member being elected, the previous board member remains in office until the new board member is elected.

Each board member must be elected individually.

Only members of the association can be elected as board members.

When membership in the association ends, the term of office of a board member also ends. In order to ensure continuity in the board, the 1st chair and the 2nd chair should not be elected in the same year if possible.

• Board members can be re-elected.
• If a member of the board leaves early, the extended board can elect a successor for the remaining term of office of the person leaving.

12. Extended Board

• The Extended Board consists of the former chairmen and board members of the association, provided they are members, as well as the current board members of the association. The Extended Board consists of at least 7 members.
• A member of the extended board can renounce his or her membership of the extended board by declaring this renunciation in writing.
• The extended board can appoint club members to the extended board by a simple majority. The number of members appointed in this way is limited to 5.
• If a member of the extended board has not attended extended board meetings for more than two years, this member can be dismissed by the extended board by a simple majority.
• The extended board can decide to dismiss an extended board member for important reasons by a two-thirds majority.

13. Meetings and resolutions of the extended board

• The extended board makes decisions in meetings that are called by the first chairman, or if he or she is unable to attend, by the second chairman; the agenda does not need to be announced. A notice period of 1 week should be observed.
• The extended board has a quorum if at least one third or 5 of its members are present. When making resolutions, the majority of the valid votes cast decides; in the event of a tie, the vote of the first chairman decides, and in his absence the vote of the second chairman.
• The extended board can make decisions in writing (by letter, fax or email) if at least half or at least 7 board members agree to the subject of the resolution.
• The lower of the values stated in paragraphs 2 and 3 shall apply.

14. Responsibilities of the extended board

The extended board is responsible for discussing and deciding on important association matters. In particular, it is responsible for the following tasks:

• Election of the president;
• Decision on the admission of new members;
• Naming candidates for election to the board;
• Appointment of honorary members;
• Decision on other matters of particular importance after they have been submitted by the board;
• Decision on the exclusion of club members.
• Decision on the amount of membership fees to be proposed to the general meeting

15. General meeting

• Each member has one vote at the general meeting. The right to vote can only be exercised in person.
• The general meeting is responsible for the following matters:
  • Election of the board;
  • Receipt of the annual report to be prepared by the board;
  • Approval of the annual accounts;
  • Election of two auditors;
  • Setting the amount of membership fees and adopting the fee regulations (see below)
  • Approving the board of directors;
  • Amendments to the statutes;
  • Dissolution of the association.
• The general meeting is chaired by the first chairman, or in his absence by the second chairman. If no board member as defined in Section 10 Paragraph 2 is present, the general meeting is chaired by the president.
• The general meeting passes resolutions with a simple majority of the valid votes cast; abstentions are deemed invalid votes. In derogation from this, resolutions on amendments to the statutes or the dissolution of the association require a majority of three quarters of the valid votes cast.
• Minutes must be taken of resolutions of the general meeting, which must be signed by the first or second chairman and the president.

16. Convening the general meeting

The general meeting takes place once a year. It is convened by the board in writing by letter, fax or email with a notice period of four weeks, stating the agenda. Any requests from members must be submitted to the board in writing (by letter, fax or email) no later than 2 weeks before the general meeting.

The invitation is deemed to have been received by the member if it was sent to the last address provided to the association by the member.

17. Extraordinary general meeting

An extraordinary general meeting must be called by the board if the interests of the association require it or if 1/10 of all association members request this in writing, stating the purpose and reasons.

18. Committees

The bodies of the association can appoint committees for the tasks assigned to them under these statutes. However, a transfer of their main duties is not permitted. The members of the committees must be members of the association. Even after committees have been formed, responsibility for the work carried out by the committees remains with the appointing association bodies.

19. President

The extended board elects a president from among its members in a secret ballot by simple majority for a period of 5 years. Re-election is possible. The President advises the Board.

20. Audit

The General Meeting shall elect two auditors for a term of two years who may not be members of the Board. Re-election is permitted.

The candidates who receive the most votes are elected (relative majority). If the number of candidates and the number of positions to be filled are the same, the group/person can be confirmed with a simple majority.

The auditors must audit the association’s financial transactions after the end of a calendar year and submit an audit report to the ordinary general meeting that includes a recommendation for or against the discharge of the board of directors. The auditors’ right to audit extends to checking proper financial management, proper accounting, and checking the documentation.

Based on a board resolution or a resolution of the general meeting, a further audit can also be carried out outside of the annual audit for justified reasons.

21. Dissolution of the association

• The dissolution of the association can only be decided at a general meeting with a majority of three quarters of the valid votes cast (§15 paragraph 4 of the statutes).
• Unless the general meeting decides otherwise, the first chair and the second chair are jointly authorized liquidators.

22. Liability of the association, its bodies and members

• The association is only liable to its members and third parties for damage caused intentionally or through gross negligence. It is also only liable for damage to the extent that this is absolutely required by law. Any liability beyond this is excluded.
• The members of the bodies of the association are only liable to the association and to the members of the association for damage caused intentionally or through gross negligence.

23. Entry into force of the statutes and transitional provisions

• These statutes come into force after the resolution by the general meeting on the day of entry in the association register. This also means that all previous statutes expire at the same time.
• The association bodies can make decisions on the basis of the statutes after the resolution and before they are entered, which then take effect upon entry.
• All members of the bodies elected before these statutes come into force remain in office until the end of the term of office for which they were elected. After this term of office has expired, new elections will be held on the basis of these new statutes.

Hamburg – December 4, 2019

Membership and Fee Regulations

1. Members are required to pay an annual membership fee, which is due at the beginning of a calendar year or, in the case of admission to the club during the year, upon receipt of the confirmation of admission.
2. The annual fee must always be paid in full; partial payment or refund is not possible.
3. The annual fee is collected when due by electronic direct debit.
4. Members are obliged to provide the club with a bank account for the collection of contributions and to provide a direct debit authorization for this without being asked to do so. Changes to bank details must be communicated to the club independently and in good time before contributions and fees are due. The data will be used and stored confidentially in accordance with the applicable data protection regulations and laws.
5. Members who are permanently resident abroad and do not have a bank account suitable for direct debit pay their contributions by another suitable payment method after consultation with the board.
6. Costs and fees for returned direct debits caused by missing or incorrect information from a member must be reimbursed by the member.
7. The joining fee is set at EUR 0.
8. The annual membership fee is EUR 80 including VAT.
9. Members who are permanently resident abroad can apply for an exemption from the annual membership fee for up to two consecutive years. The board decides on such an exemption at its own discretion and in a benevolent manner. A rejection does not require any separate justification.
10. Honorary members are permanently exempt from the annual membership fee.
11. The board has the right to temporarily waive, defer or reduce membership fees in cases of hardship.

Hamburg 07.12.2022