Bylaws of the Configuration Workgroup

ARTICLES OF ASSOCIATION

Configuration Workgroup e.V.

§ 1 Name, location and financial year

1) The Association is known as the “Configuration Workgroup“.

2) The Association is recorded in the register of associations of the ________________ District Court and carries the designation “e.V.“ (registered organization).

3) The Association is based in Walldorf (Baden-Württemberg, Germany).

4) The Association’s financial year is the calendar year.

§ 2 Purpose and objectives of the Association, area of activity

1. The Association provides an organizational framework for cooperation between users of the product configuration software of SAP AG, and with the management and product development for this sector.
2. The aims of the Association are:

• Partnership-based coordination of interests and cooperation between users of the product configuration software and SAP with the aim of expanding and improving the software.

• Influencing the development policy and orientation of SAP in the interests of SAP users in relation to the development of new products, and the further development of existing products, services and guidelines, particularly in connection with product configuration.

• Promoting the more effect utilization of the product configuration software developed and marketed by SAP by means of a mutual exchange and the passing on of information and knowledge.

The exchange of information between members will be mainly promoted at regular conferences (CWG conferences).

3) The Association is active globally and is not restricted to any one country or region.

§ 3 Non-profit status

1) The Association functions on a non-profit basis and does not pursue any commercial interests for its own purposes.

2) The Association’s funds may only be used for purposes in keeping with its articles of association. Members do not receive any financial benefits from the Association’s funds apart from the reimbursement of travel costs and expenses to a maximum of the allowable tax limit and other costs directly connected with the Association’s activities.

3) No-one may benefit from expenditure which does not serve the Association’s purposes or from disproportionately high reimbursements.

§ 4 Membership

1) The Association has ordinary and associate members. Only full members are entitled to active and passive voting rights. With the approval of the members, associate members may participate in meetings of members in an advisory capacity.

2) Anyone who helps to further the objectives and tasks of the association as per § 2 can become an full member. The founding members are full members. Individuals who belong to the extended executive committee when the articles of association come into effect are also full members.  

3) Any individual or legal entity who/which supports and promotes the objectives of the association as per § 2 can become an associate member.

4) The meeting of members decides to admit full members based on a written application to the executive committee with a two thirds majority of the full members present.

5) A committee appointed by the executive committee will decide on the admission of associate members on receipt of a written application. The committee must consist of a minimum of 3 people.

6) (Ordinary and associate) membership ceases on resignation, which must be notified to the executive committee in writing within a period of four weeks.

7) A member can be expelled as a result of a decision by the meeting of members with a two thirds majority of full members present, if the member has infringed the articles of association or the interests of the Association to a significant degree and repeatedly, or if, despite requests, the member fails to pay a significant proportion of his membership fee. Before the decision is taken, the member will be given an opportunity to make a statement.

§ 5 Contributions

1) The Association may require its members to pay contributions, generally in the form of an annual membership fee. The meeting of members fixes the level and payment date of the contribution.

2) Contributions will be used mainly to administer the Association and to organize meetings of members.

§ 6 Organs of the Association

The organs of the Association are

• meetings of members
• the executive committee

§ 7 Meetings of members

1) The executive committee must call an ordinary meeting of members at last once a year.

2) An extraordinary meeting of members is to be called by the executive committee if the interests of the Association should require this, or if requested by a quarter of the full members who must state their reasons.

3) All members are to receive a written invitation to attend the meeting of members at the latest two weeks before the date of the meeting and will be informed of the agenda. Invitations may be sent by email. Items for inclusion on the agenda must be submitted to the executive committee in writing at least five days before the meeting. Additional items for the agenda will be announced at the beginning of the meeting.

4) The meeting of members can take decisions provided that at least half of the full members are present, including 2 of the 3 members of the executive committee. If the executive committee is unable to reach a decision, it is obliged to call another meeting with the same agenda within four weeks. Decisions can be taken at this meeting provided that at least 2 members of the executive committee are present.

5) Decisions are taken at the meeting of members based on a simple majority vote of the full members present, unless otherwise specified in these articles of association.

The meeting of members decides on

• electing the executive committee,
• replacing the executive committee and the treasurer, after they have presented their reports,
• the tasks and projects of the Association,
• the amount and payment date of membership contributions,
• the amount and payment date of special contributions for participation at CWG conferences,
• the admission of full members or the expulsion of members
• changes to the articles of association,
• the dissolution of the Association,
• other proposals put forward by the executive committee and the members.

5) Minutes are to be produced of every meeting of members, recording all decisions taken. The minutes are to be signed by the executive committee and secretary of the meeting.

6) Further details will be covered by rules of procedure.

§ 8 Executive Committee

1) The executive committee consists of three members as defined under § 26 BGB, and these are

• the chairperson
• the deputy chairperson
• the treasurer

The Association is represented in and out of court respectively by two members of the executive committee acting jointly.

2) The executive committee is elected by the meeting of members for a period of three years. Re-election is possible. After the end of its period in office, the executive committee will remain in place until a new election has been carried out according to the regulations.

3) The executive committee can co-opt up to 17 members by means of a simple majority. The co-opted members are entitled to speak and to vote. They can act for the Association in a representative function.

4) The executive committee is responsible for the ongoing management of the Association, unless these articles of association assign this task to other organs of the association. The committee must abide by the decisions taken by the meeting of members.

5) Decisions are to be taken by the executive committee on the basis of a voting majority of the members of the committee present. The chairperson holds the casting vote. Decisions relating to financial matters must be recorded in the minutes.

§ 9 Conferences

1) The executive committee determines the location and timing of the CWG conferences. However, at least one conference is to be held each year in Europe and one in North America. 

2) Apart from members, other individual participants who are not members of the association may attend the conferences. These individuals will be permitted to attend the conferences by a majority decision of the executive committee.

3) The Association may charge a fee for participation to cover the costs of a conference, and the executive committee will set the level and payment date of this fee.

§ 10 Changes to the articles of association and dissolution of the Association

1) A decision to make changes to the articles of association or to dissolve the Association can only be taken if a two thirds majority of the full members present is obtained. The wording of the changes to the articles of association or the decision on dissolution must be stated in the agenda.

2) If the Association is dissolved, all financial obligations must first of all be met out of the Association’s assets. The remainder of the Association’s assets will be distributed by the executive committee to non-profit organizations.

§ 11 Adoption

These articles of association will come into force on the day after they are agreed.