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Articles of Association

ARTICLES OF ASSOCIATION of Ausländischer Anwaltverein Deutschland e.V. (Foreign Lawyers Association of Germany – “FLA”) dated 17 July 1990 and several times amended on 10 May 1993, 5 April 1995, 19 March 1996 and on 06.04.2017
Translation by Donald R. Black, FLA-President 1990-93

Section 1 Purpose of the Association

(1) The purpose of the Foreign Lawyers Association of Germany shall include the protection, fostering and promotion of professional and economic concerns and interests of foreign lawyers having their offices on the territory of the Federal Republic of Germany and the protection, fostering and promotion of the cooperation with both German lawyers and foreign lawyers having their offices in foreign countries. This Association does not pursue any business or economic goals. It is both a non-party and a non-denominational association and it shall also have the purpose of aiming at solidarity between Association members.

(2) Within the framework of the Association’s purpose, the Association shall be entitled to exercise its members’ rights in its own name, unless the Association members expressly object to this.

Section 2 Association Name and Registered Office

The Association shall have the official name of “Ausländischer Anwaltverein Deutschland e.V.” (Foreign Lawyers Association of Germany). Its registered office shall be in Hamburg. The Association shall be entered into the Hamburg register of associations. Any and all associated members currently having a right to vote shall continue to be entitled to vote.

Section 3 Ordinary and Extraordinary Membership

(1) The following individuals shall have the right to become ordinary members of the Association:

- each and every male/female lawyer or legal counsel having his/her required professional establishment on the territory of the Federal Republic of Germany
as well as
- any and all natural persons who were granted permission in any foreign countries by the competent courts of the respective countries to set as a professional service provider rendering any services which are comparable to those rendered by lawyers or who, based on the relevant education and qualifications as a lawyer or the respective occupational title of any foreign countries, may be admitted as a lawyer either in Germany or in the relevant foreign countries
and
who are professionally engaged in the field of law on international level, on a cross-country level or in any foreign countries
and
who agree to the Association’s goals.

(2) The Association’s executive committee shall have the right to register any and all natural persons as associated members who engage in related professions on a freelance basis and who have their own offices, such as, including but not limited to, chartered accountants, public auditors, management consultants, as well as any legal practitioners who do not have their own offices such as, including but not limited to, jurists, in-house counsels and corporate attorneys, and whose membership the Association’s executive committee considers to be useful for pursuing the Association’s purposes and goals. These associate members shall have the rights and obligations identical to those of ordinary members; they shall, however, not be entitled to vote and participate in any elections.

(3) Upon the executive committee’s proposal, the general meeting shall have the right to appoint honorary members and grant them life-time membership. These honorary members shall have no right to vote and not be entitled to participate in any elections.

(4) The requirement for becoming a member shall be the submission of an application for membership which must be addressed in written form to the Association’s executive committee.

(5) The Association’s executive committee shall resolve upon any such applications for membership at their exclusive discretion. In the event that its members reject any such applications, they shall not be obliged to communicate to the applicant the reasons for such rejection.

Section 4 Executive Committee, Appointment of the Executive Committee Members

(1) The Association’s executive committee shall consist of the chairperson, the chairperson’s representative and the treasurer. The general meeting shall resolve upon the inclusion of assessors into the executive committee and the general meeting shall also elect the relevant assessors.

(2) In compliance with the provisions under section 9 para. 4, the general meeting shall elect, based on one ballot,

1. the chairperson;
2. the chairperson’s representative; and
3. the other members of the execution committee in relation to who a list election shall be admissible.

(3) Based on individual resolutions, the executive committee shall confer the remaining offices and regulate the responsibilities within the executive committee. In this regard, resolutions shall depend on the majority of the executive committee members; in the case of a tie of votes, the chairperson’s vote shall be decisive and in the event that the chairperson is not present at the meeting, the vote of the relevant member chairing the meeting shall be decisive. The executive committee shall have a quorum on the condition that more than one half of the executive committee members are present at the meeting.

(4) Any and all executive committee members shall be elected for the period of one year and they shall continue to be in office up to the day when the subsequent elections take place.

(5) Should the chairperson or the chairperson’s representative withdraw from his/her respective office or should he/she permanently become unable to administer his/her office, the executive committee shall have the right to elect a substitute chairperson from its midst for the time until the subsequent general meeting takes place.

Section 5 Executive Committee in Terms of the Law

The executive committee in terms of the law consists of the chairperson, the chairperson’s representative and the treasurer; each of them shall have the right to sole representation.

Section 6 Appointment of Executive Directors

The executive committee shall have the right to appoint salaried executive directors.

Section 7 Responsibilities

(1) The executive committee shall be responsible for any and all matters of the Association, unless responsibility for any such matters was assigned to any other Association body on the basis of these Articles of Association.

(2) The executive committee shall have no right whatsoever to incur any liabilities in relation to which the amount of money exceeds one twentieth of the individual annual membership fees for each business case.

Section 8 General Meeting, Convocation

(1) Ordinary general meetings shall be convened by the chairperson of the Association’s executive committee whenever this is necessary and in each case once during every financial year.

(2) Extraordinary general meetings must be convened in the case where

a) the executive committee makes a resolution in this respect,
b) three members jointly submit a written application to the chairperson in which they indicate both the purpose and the reasons,
or where
c) the election proposals concerning any elections were submitted not at all, not on time or not in any ordinary manner.

(3) Convocations of general meetings shall be made by the executive committee in writing on the condition that the requirements on the basis of these Articles of Association were fulfilled.

(4) The executive committee shall inform the Association’s members in writing about the relevant date and time of the meeting in no case later than four weeks prior to the meeting and it shall request the Association’s members to submit applications for the agent and to make proposals concerning the election of executive committee members and members of the bodies in terms of section 11 para. 4 sentence 3 of these Articles of Association. In this invitation letter, the executive committee shall also indicate the offices on the executive committee and any other offices at the Association for which new members must be elected. Any and all applications and election proposals must be signed by a minimum of three members of the Association and be submitted to the Association’s office in writing within the relevant period of time indicated by the executive committee. Ordinary general meetings may exclusively resolve upon those applications and election proposals which were published in the agenda; in urgent cases, the executive committee or the general meeting may deviate from this obligation. The executive committee shall be obligated to publish any and all applications and election proposals which were submitted in an ordinary and timely manner. In the case where members submit any election proposals with respect to the election of any executive committee members or any members of the other Association bodies in terms of section 11 para. 4 of these Articles of Association not at all, not on time or not in an ordinary manner, the respective election may not take place at such ordinary general meeting and it is necessary to convene an extraordinary general meeting which shall have the purpose of such elections being officially performed.

(5) When convening any extraordinary general meetings, there is no need to deliver any invitation letters in terms of para. 4 sentence 1 above. The agenda of the meeting shall exclusively depend on executive committee resolution contents if para 2 lit. a applies, exclusively on the application contents if para. 2 lit. b applies and exclusively on the need for a new election if para. 2 lit. c applies.

- only by the content of the Board's resolution in the case of paragraph 2, letter a
- only by the content of the petition in the case of paragraph 2, letter b
- only by the necessity of the new election in the case of paragraph 2, letter c.

Section 9 General Meeting, Execution

(1) The provisions under section 32 through section 35 BGB [Bürgerliches Gesetzbuch – German Civil Code] shall be applicable to any and all general meetings, unless these Articles of Association provide otherwise.

(2) The general meeting shall in particular resolve upon the official approval of the executive committee’s actions during the year, the executive committee elections, the membership fees, the election of the bodies in terms of section 11 para. 4 sentence 3, any amendments of the Articles of Association, the dissolution of the Association and about any and all matters which were added to the general meeting agenda in compliance with the provisions under these Articles of Association.

(3) Any and all general meetings shall be chaired by the executive committee chairperson or, in the case where the chairperson is unable to attend, by the chairperson’s representative or by any other executive committee member. If no member of the executive committee is present at the meeting, the general meeting shall appoint a meeting chairperson. For the purpose of holding elections, the meeting chairperson shall be entitled to transfer the right to chair the meeting to another meeting chairperson for the time of the election and the preceding discussions in this respect.

(4) Any and all election and ballot results shall be based on simple majority of the votes cast, subject to the provisions under section 3 para. 3 and section 12; abstentions shall not be included.

(5) Association members shall have the right to have themselves represented at ordinary general meetings by any other ordinary member of the Association on the condition that the latter submits written power of attorney (facsimile power of attorney shall be sufficient in this regard).

(6) Minutes must be taken for any and all resolutions at the general meetings and such minutes must be signed by the respective meeting chairperson. These minutes must include information on both the place and the time of the meeting, the name of the meeting chairperson, the number of Association members present at the relevant meeting, the agenda, the individual ballot results and the type of voting. In the case of amendments of the Articles of Association, it is necessary to include the exact wording into the minutes.

Section 10 Membership Fees

(1) Members shall be obligated to pay the membership fee upon which the general meeting of the preceding year resolved. The whole membership fee amount must be paid by 15 January of each year at the latest, unless the general meeting provides otherwise. This shall also apply to termination of membership prior to the end of the calendar year due to death or expulsion from the Association or due to the loss of the admission to set up as a lawyer with the courts of the relevant country in relation to which the respective member did not file a voluntary application themselves.

(2) Any associate members who are no honorary members shall be obligated to pay the full amount of membership fees; honorary members shall pay no membership fees.

Section 11 Termination of Membership

(1) Ordinary membership shall terminate due to

a) death,
b) withdrawal;
c) retirement from professional activities as a lawyer or a legal counsellor;
or
d) expulsion.

(2) Extraordinary membership shall terminate due to

a) death,
b) withdrawal; or
c) expulsion.

(3) Withdrawal from the Association shall be possible based on a written declaration to be submitted to the executive committee. Members of the Association may withdraw only with effect from the end of the relevant calendar year and they must submit their respective declarations to the executive committee in no case later than six weeks prior to the end of the relevant calendar year.

(4) It shall be possible to exclude members from the Association in the event that such member is in arrears with payments to the amount of at least one annual membership fee for a period of more than six months from the due date, that such member acts in a manner which is clearly contrary to the Association’s legitimate interests or that such member’s behaviour – including his/her political behaviour – significantly interferes with or causes damage to such member’s reputation. Based on an application for expulsion which is to be submitted by the executive committee and which can be revoked at any time, a committee comprising three ordinary members of the Association shall make a final resolution upon expulsion based on a simple majority of the votes cast. These three committee members and one substitute committee member shall be elected by the general meeting for the period of one year and they shall continue to be in office up to the subsequent election; list elections in this regard shall be admissible. This committee shall be obligated to hear the affected member and to grant the Association’s executive committee an opportunity to comment on this. In addition, the committee shall establish internal rules of procedure in close consultation with the executive committee. The committee shall make its resolutions independent of any instructions whatsoever.

Section 12 Amendments of the Articles of Association, Dissolution

A three-quarter majority of the votes cast shall be required for the purpose of amending these Articles of Association and for dissolving the Association. Abstentions shall not be included in this case. In the event of a dissolution resolution, the majority must at least amount to five sevenths of the votes cast.

Section 13 Association Assets upon Dissolution

Upon dissolution of the Association, any and all existing assets shall be disbursed to its ordinary and associate members.