FBDi – By Law / Code of Conduct

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 Membership

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.


Code of Conduct Fachverband der Bauelemente Distribution e.V.

The general tasks and goals of the Association of Components Distribution e.V. (FBDi) result from the currently valid statutes.

In addition to these statutes, this code of conduct is intended to define the code of conduct and the general principles of the Fachverband der Bauelemente Distribution e.V. (FBDi) in cooperation.

I General principles of Conduct Fachverband der Bauelemente Distribution e.V. (FBDi) in the cooperation

1 Compliance
We see compliance with national and international laws as well as internal regulations as an essential basic principle of economically responsible action. We observe the applicable legal prohibitions and obligations at all times, even if this entails short-term economic disadvantages or difficulties for the cooperation, individual companies or individuals. The activities of the FBDi support the member companies in ensuring compliance with laws and regulations.

2 Privacy and Information Security
The protection of personal data in general, but especially of data of employees, partners, customers and suppliers, is very important to us. In principle, we only collect and process personal data if this is absolutely necessary to fulfill the respective task or if it has been ordered by law, and even then we pay attention to data security, transparency and data minimization. Otherwise, we only process personal data after obtaining the consent of the person concerned, which always corresponds to the regulations and principles laid down in the European General Data Protection Regulation. The cooperation partners ensure that the person concerned always has a separate consent for the personal data that is exchanged within the cooperation. Each cooperation partner ensures that the legally required level of data protection is maintained in their company.

3 Equal treatment and non-discrimination
In our professional association, we live a culture of equal opportunities, mutual trust and mutual respect. We promote equal opportunities, tolerance and dignified, polite and honest dealings with one another, and prevent any discrimination, especially when accepting new members, in which we follow the principle of equal treatment.

4 Sustainable environmental and climate protection
Sustainable environmental and climate protection as well as resource efficiency are among our core values. We make sure that all the effects of our actions on the environment and climate are kept as low as possible and that our ideas make a positive contribution to environmental and climate protection.

5 Avoiding Conflicts of Interest
Within the association, decisions are made exclusively in the best interests of the cooperation. Conflicts of interest of the members should be avoided in the association's work right from the start. If they do occur, they must be disclosed and resolved in compliance with applicable law.

6 Fair Competition
Our association stands for competence, innovative strength, distribution orientation and motivated members who act responsibly. The sustainable economic success of the association and distribution in global competition is based on this.
Corruption, competition and anti-trust violations threaten this success - and are not tolerated (so-called zero-tolerance policy). Bribes or cartel agreements are not a way for us to get a contract. We would rather forgo a business and the achievement of internal goals than break the law.

II Detailed guidelines for meetings and gatherings
Based on these 6 general principles and the valid legal regulations, there are more detailed guidelines regarding behavior and topics for the work in the FBDi for general meetings and conferences of the competence teams

1 Behavior in association meetings
The chair of the meeting, together with the full-time employee, ensures that there are no impermissible resolutions, agreements, discussions or spontaneous statements on topics relevant to antitrust law during the association meeting.
The chairperson of the session, together with the full-time employee, immediately points this out to session participants who do not behave in accordance with antitrust law. The chair of the meeting should break off the discussion or, if necessary, the entire meeting or adjourn if legal clarification should be necessary. Meeting participants should request the termination or adjournment of a discussion or meeting if they have concerns about its legality. This request must be logged. Meeting participants should leave the meeting if a discussion that is questionable under antitrust law continues. The leaving of a session participant must be logged with name and time.

2 Permitted topics of an association meeting
In principle, companies are allowed to exchange information on their respective topics within the framework of association meetings. These include:
a iusually information about business expectations of the entire company, the entire product range or other aggregated business areas, which do not allow any conclusions to be drawn about the market position of individual products,
b general economic data,
c current legislative projects and their consequences for all member companies,
d i.e. discussions about lobbying activities of the FBDi,
e benchmarking activities,
f Best practice exchange for process optimization with regard to the implementation of legal requirements and guidelines,
g preparation of an industry overview,
h general exchange of data and information that is freely accessible or generally valid (e.g. from the Internet or from published annual reports of the member companies)

3 Inadmissible topics of an association meeting
In general, companies are not allowed to exchange information on topics that violate antitrust law and so-called secret competition and which involve internal company information or data at association meetings. These include:
a Information or agreements about prices, price components, discounts, price strategies and calculations as well as planned price changes,
b Delivery and payment conditions from contracts with third parties,
c Information about company strategies and future market behavior,
d i.e. detailed information about profits, profit margins, market shares and planned investments, if these are not public,
e usually information about research and development projects.
f Coordination of offers to third parties, division of markets or sources of supply in terms of space and personnel, as well as express or tacit agreement on boycotts and delivery or purchase blocks against certain companies.