By-laws FBDi association
Amended by decision of the founding meeting on 15 December 2003. Amending decisions on 7 June 2005, 11 December 2007, 27 March 2008, and 10 December 2009 and 22. 5. 2014
1 Name, Legal Form, Domicile
The name of the Association is
Fachverband der Bauelemente Distribution e.V. (FBDi).
The Association is registered in the register of associations at the district court Berlin. The headquarter of the association is 10719 Berlin.
2 Duties and Responsibilities
2.1 The FBDi is the grouping of electronic component distribution companies operating in the territory of the Federal Republic of Germany and neighboring countries (area of association). All European counties are considered as neighboring countries.
2.2 Duties and responsibilities of the Association are as follows
2.2.1 to represent the interests of the members by voice and participation in legal actions,
2.2.2 to administer the common interests of the member companies in relation to authorities and third parties,
2.2.3 to follow, to promote, and to inform about the general economic development of the distribution industry in the area of electronic components.
2.3 The formation of opinion within the Association and the fulfillment of Association duties are appropriated to the specified bodies.
3 Representation, Fiscal Year, Organizational Structure
3.1 The Board of Directors according to §26 of the Civil Code consists of a Chairperson and two Deputies. The Chairperson alone or both Deputies jointly represent the Association. The Board of Directors may adopt its own rules of procedure; this is not subject to the statute.
3.2 The fiscal year follows the calendar year.
3.3 The organizational structure is as follows: the General Assembly (5), the Board of Directors (6), and the Management Committee.
3.4 For completion of the on-going business of the Association a Management Committee under the leadership of an Executive Director shall be established. The Executive Director manages the affairs of the Association on the instructions of the Board of Directors and is for these responsible.
3.5 The Executive Director has personnel responsibility for Association employees within budgetary consideration.
3.6 The Association does not exercise any commercial activities. For commercial activities the Association may establish or commission a commercial organization.
3.7 Members of the Management and Finance Committees receive an expense allowance.
4.1 Regular membership is open to the following: Electronic component distribution companies with market presence in the Association’s operating territory.
4.2 Associate membership is open to the following: Associations, institutions, and authorities connected to component distribution as well as groups and companies of this type for whom the protection of the interests of component distribution would be of use and benefit. Associate members have no voting rights, but also no obligations. They can participate in the Association’s work and have access to Association information.
4.3 Application for admittance is initiated through a written application to the Management Committee of the Association. The applicant must provide all information necessary to reach a decision, as required on the application form. The admission decision is made by the Board of Directors.
4.4 Membership is terminated,
4.4.1 by resignation in the form of a registered letter to the Management Committee, which must be provided at least 6 months prior to the end of the calendar year,
4.4.2 by dissolution of the member company or cessation of the conditions in accordance with condition 4 paragraph 1,2. In this case membership expires immediately,
4.4.3 by expulsion through written notice pursuant to board resolution, for example due to a serious breach of the Association’s interests. The exclusion is effective upon receipt of the notice. A serious violation also exists if, despite two written notices, the member does not honor their obligations to the FBDi, in particular payment of the membership fee. To protest expulsion the member has the right to convene a General Assembly meeting, the decision of which shall then be final. Until then the rights of the member remain in force.
4.5 Regardless of the form of dissolution of the membership, the membership fee is payable for the full calendar year.
4.6 Honorary memberships may be extended to individuals providing distinguished service to the Association. The appointment will be made on the recommendation of the Board of Directors at the General Assembly meeting.
4.7 Members are obligated to pay an annual membership fee. The amount of the membership fee is determined by the General Assembly and is payable in advance. See also membership fee details.
5 General Assembly
5.1 The Board of Directors shall call regular meetings of the General Assembly. These should normally take place once a year. A written invitation, including a complete agenda, must be provided by post at least two weeks in advance. Extraordinary meeting(s) may be convened by the Board of Directors in the same way.
5.2 The General Assembly will be led by the Chairperson or by the most senior Deputy.
5.3 The General Assembly has a quorum if at least seven members are present and can make decisions by a simple majority of the members present.
5.4 The General Assembly
5.4.1 approves financial statements and annual report for the year ended, which have been reviewed by at least two auditors,
5.4.2 exonerates the Board of Directors and Management Committee,
5.4.3 elects the Chairperson, the members of the Board of Directors as well as two honorary auditors
5.4.4 determines membership fees and adopts amendments to the By-laws and, where applicable, the dissolution of the Association.
5.5 Minutes of meetings and decisions of the General Assembly shall be prepared and signed by the Chairperson and two Deputies together.
5.6 A decision outside a General Assembly meeting is possible in the form of a written or electronically transmitted ballot if the majority of members agree with this procedure.
5.7 Associate members have no general voting rights.
6 Board of Directors
6.1 The Board of Directors consists of the Chairperson, two Deputies, and a maximum of six other Board members.
6.2 The term of office of the Chairperson shall be three years. Re-election is possible. The term of office of the additional Board of Directors members shall also be three years. Re-election is possible. The Chairperson and the additional Board of Directors members remain in office until the election.
6.3 Board of Directors meetings are confidential.
6.4 The Board of Directors shall decide in all matters concerning the Association, provided they are not reserved in these By-laws for other parties.
6.5 The Board of Directors appoints the Executive Director and establishes the procedures for him/her.
6.6 The Chairperson or his/her appointed representative or manager shall prepare meeting agendas, determine the location and time, and distribute the meeting agenda and invitation at least 10 days in advance. Board of Directors meetings are to be held at least twice a year.
6.7 Extraordinary Board of Directors meeting(s) may be convened by the Chairperson or a majority of the Board of Directors members without adherence to the formalities and deadlines.
6.8 The Board of Directors has a quorum if at least half its members participate in the decision-making. Decisions of the Board of Directors require a majority of votes cast. In case of a tie, the vote of the Chairperson or, should the Chairperson not participate in the vote, the vote of the session chairperson shall be decisive. In the case of absence of the Chairperson the most senior Deputy shall direct the session.
7 Changes in By-Laws, Dissolution of the Association
7.1 Decisions on amendments to the By-laws require a two-thirds majority of the votes cast in a General Assembly meeting. The Association may be dissolved by two-thirds majority of the votes cast in an expressly convened General Assembly meeting. If said meeting does not represent one-tenth of all voting members, the decision is to postpone the resolution. It can take place in a hereafter purpose-convened General Assembly meeting. In this case, regardless of the number of voting members present, a two-thirds majority of the votes cast determines the resolution.
7.2 The Board of Directors is authorized to make any request of the district court on behalf of the Association as may be necessary for formal or editorial changes to its By-laws.
7.3 In the event of the Association’s dissolution or abolition of its current purpose, the Association’s assets fall to a public corporation or to another tax-exempt corporation for research in the field of electronics.