Charter
§ 1 Name, headquarters, fiscal year
The association bears the name
VMI – Visual Merchandising Initiative e. V.
It is to be entered in the Register of Associations. After registration, it shall bear the addendum e. V. (registered association) to its name. The association has its headquarters in Cologne, Germany. The fiscal year is the calendar year.
§ 2 Purpose of the association
The purpose of the association is to promote sales culture and the high regard of the consumer therein, with the objective of improving added value throughout the retail chain.
The basis of this is the formulation of standardized methods, technologies and their interfaces to optimize presentation of the range of services in stationary retailing and the service sector in Europe. The association’s task is to foster cooperation among its members and to safeguard their interests towards the public, public institutes and other third parties, also in the name of the association.
The association is not for profit. Any surpluses will be used to promote its purposes unless they must be allocated to the necessary reserves as part of proper management of the association. Surpluses are not distributed.
§ 3 Obtaining membership
1) Any natural or legal person who is an independent entrepreneur or independent company can become a member of the association.
2) A written application for admission must be sent to the executive board. The submission of an application also constitutes an acknowledgement of the charter if the applicant is admitted. There is no automatic right to admission.
3) The executive board decides by means of a resolution whether to admit an applicant. The applicant must be informed of the decision. Reasons for the decision need not be given. If the executive board rejects the application for admission, the person affected can convene the members’ meeting. The latter makes a definitive decision.
4) Membership begins when a resolution is passed to admit the applicant. Membership lasts for at least one year.
5) The executive board can appoint natural or legal persons as honorary members. Such a resolution requires a simple majority. Honorary membership should only be granted to persons who have rendered outstanding services for the association or the fulfillment of the association’s purpose.
§ 4 Right and obligations of members
1) Members are obliged to support the objectives and interests of the association and to follow the resolutions and instructions of the association’s executive bodies.
2) Members are authorized to use the association’s facilities and take part in the events. Each member has an equal voting right at the members’ meeting. The voting right cannot be transferred.
§ 5 End of membership
1) Membership ends through death, notice of resignation, exclusion or revocation of membership or dissolution of the legal person.
2) Written notice of resignation must be submitted to the executive board. Members can resign with a period of notice of six months to the end of a calendar year. Timely receipt of the notice of resignation by a member of the executive board is necessary to ensure that this deadline has been met.
3) Exclusion from the association is only permissible for an important reason. At the motion of the executive board, the members’ meeting makes a decision on the exclusion with a majority of three-quarters of the attendant members. The executive board must give written notice of its motion to the member who is to be excluded at least two weeks before the meeting. Any written statement by this member is to be read in the meeting that is called to decide whether to exclude the member. Exclusion of the member takes effect when the resolution to this effect is adopted. The member must receive written notice of exclusion immediately from the executive board if the member was not present when the resolution was adopted.
4) Membership can be revoked if the member is in arrears with payment of dues and the amount owed is not paid in full after a written reminder within one month of the reminder being sent. Membership is revoked by a resolution of the executive board and notice of this is given to the affected member.
5) After resigning or being excluded from the association, the member must return to the association all documents and materials provided by the association. Upon losing membership, the former member is no longer permitted to use the association’s logo or advertise using the name of the association.
§ 6 Membership dues
1) Annual dues are payable. Their level is set by the members’ meeting. Details are defined in the regulations on membership dues whose contents are agreed on by the members’ meeting.
2) The dues are payable in advance and in full for the year of joining.
3) An admission charge is levied. Its level is defined by a three-quarters majority of the members’ meeting.
§ 7 Executive bodies of the association
Executive bodies of the association are:
a) the executive board,
b) the members’ meeting
§ 8 Executive board
1) The executive board of the association consists of the first chairman, the second chairman, the keeper of the minutes and the treasurer.
2) The association is represented in court and during out-of-court proceedings in all matters relating to the association by the first chairman and a further member of the executive board.
3) The executive board is elected by the members’ meeting. Reelection is possible. The term of office is three years. The executive board remains in office until a new election is held.
4) The office of a member of the executive board ends with his or her retirement from the association. If a member retires before his/her term of office expires, the executive board elects a substitute member for the remaining term of office of the retired member.
5) Different executive board offices cannot be held by a single person.
6) The power to represent the executive board vis-à-vis third parties is limited in that the consent of the members’ meeting is required for the purchase or sale of, encumbrance of and all other transactions relating to real property or rights equivalent to real property or to raising a loan.
7) The executive board makes its decisions with a simple majority of votes. In the event of a tied vote, the vote of the first chairman decides.
§ 9 Members’ meeting
1) The members’ meeting must be convened
a) If the association’s interests so demand
b) At least once a year, where possible during the first three months of the calendar year
c) Within three months after a member of the executive board retires
d) If its convening is demanded by a quarter of all members, with the purpose and reasons for this being specified.
2) The executive board submits an annual report and annual statement of accounts to the meeting to be convened under Section 1 b) above; the meeting must adopt a resolution on whether to ratify the acts of the executive board or not.
3) The members’ meeting is convened in writing by the executive board with a period of notice of three weeks. This period begins when the invitation is sent to the member’s last known address. This notice of the meeting must specify the subject matters on which resolutions are to be made. Any member can submit a written motion to the executive board – at the latest one week before the day of the members’ meeting – with further matters that will subsequently be placed on the agenda.
4) The members’ meeting decides in particular on:
a) Whether to approve the annual statement of accounts
b) Whether to ratify the acts of the executive board
c) Election of the executive board
d) Changes to the charter
e) The level of the membership dues and admission fees
f) Motions of the executive board and members
g) Dissolution of the association
5) Every properly convened members’ meeting shall be quorate.
6) The attendance of two-thirds of the association’s members is required for the adoption of resolutions on changes to the charter or the dissolution of the association. If the members’ meeting is not quorate, an additional members’ meeting with the same agenda must be convened within four weeks after the day of the initial meeting. This new meeting is to be held at least four weeks, but at most three months, after the meeting that was not quorate. The second meeting is quorate without regard to the number of members who attend. The invitation to the second meeting must make this clear.
7) A voting majority of four-fifths of the attendant members is required for the adoption of a resolution on the dissolution of the association; a voting majority of three-quarters of the attendant members is required for the adoption of resolutions on changes to the charter.
8) Voting is by show of hands. A written and secret ballot can be held at the motion of at least five attendants. The majority of members present decides on whether to adopt a resolution. Abstentions by attendant members count as no-votes. A motion is rejected if the vote is tied.
9) Minutes are to be recorded on the resolutions adopted at the meeting. The minutes are signed by the chairman of the meeting and the keeper of the minutes. If there was more than one chairman, the last chairman of the meeting signs the entire minutes. Every member is authorized to inspect the minutes.
§ 10 Dissolution of the association
1) The association can be dissolved by a resolution adopted by the members’ meeting.
2) The association is liquidated by the executive board.
3) If the association is dissolved or disbanded, its assets shall be allotted on a pro rata basis to the members who have paid them, or the members may decide a different recipient with a voting majority of three-quarters of the votes.