CWG bylaws: english translation of the (binding) german Satzung of the Configuration Workgroup e.V.
ARTICLES OF ASSOCIATION
Configuration Workgroup e.V.
§ 1 Name, location and financial year
1) The Association is known as the “Configuration Workgroup“, abbreviated as CWG.
2) The Association is recorded in the register of associations of the Wiesloch 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 SE, 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 SE with the aim of expanding and improving the software.
• Influencing the development policy and orientation of SAP SE 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 variant configuration.
• Promoting the more effective utilization of the variant configuration software developed and marketed by SAP SE 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) Members of the CWG are as a rule individuals who are employees of a company or an institution which uses SAP software or which is essentially oriented to the support provided by utilizing SAP variant configuration software. CWG members are expected to attend CWG events on a regular basis, participate in the work of the CWG, and in a lively exchange of information with the CWG community, and to meet their financial obligations. Members must behave fairly and professionally and demonstrate integrity in their dealings with each other.
2) CWG members are obliged not to divulge in either spoken or written form any verbal or written information designated as confidential which is made available at CWG events. This obligation to maintain confidentiality relates to all documents provided in the committees of the CWG which are specifically designated as confidential or via the CWG website.
3) The Association has full and associate members. Only full members can play an active role in meetings of members and are entitled to active and passive voting rights. With the approval of the board of directors, associate members may participate in meetings of members in an advisory capacity.
4) Anyone who actively supports and promotes the objectives of the Association as per § 2 can become a full member.
5) Any natural or legal person who supports and promotes the objectives of the Association as per § 2 can become an associate member.
6) The meeting of members decides to admit full members based on a written application to the board with a two thirds majority of the full members present.
7) A membership committee appointed by the board will decide on the admission of associate members on receipt of a written application. The committee must consist of a minimum of 3 people. The board may reject the application if there are important reasons to do so.
8) Full membership ceases on withdrawal from the board or the board of directors and becomes associate membership. Full or associate membership also ends on resignation, which must be notified to the board of directors in writing.
9) A full member can be expelled as a result of a decision by the meeting of members with a two thirds majority of full members present. Reasons for expulsion are a serious infringement by the member of the articles of association or the interests of the Association, failure to meet the membership criteria, or failure to pay the membership fee on request. Before the decision is taken, the full member will be given an opportunity to make a statement. The board of directors will take the decision to exclude an associate member on the basis of a simple majority.
10) When these articles of association are adopted, the following will apply: the founding members are full members. Members of the board of directors are also full members. All other existing members stay members.
§ 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
· The meeting of members
· the board
· the board of directors
§ 7 Meetings of members
1) The board must call an ordinary meeting of members at last once a year.
2) An extraordinary meeting of members is to be called by the board if the interests of the Association should require this, or if requested by a quarter of full members who must state their reasons.
3) All full 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 board 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 20% of the full members are present, plus 1 of the 3 members of the board. In the absence of a quorum, the board is obliged to call another meeting with the same agenda within four weeks as per 7.3. Decisions can be taken at this meeting provided that at least 2 members of the board 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 approves the
· election of the chairperson of the meeting and the secretary,
· replacement of the existing board, after presentation of the corresponding reports by the board and the auditors,
· election of the board
· election of two auditors,
· election of the board of directors,
· amount and payment date of membership contributions,
· admission or exclusion of full members,
· changes to the articles of association,
· dissolution of the Association,
· other proposals put forward by the board and the members.
6) Minutes are to be produced of every meeting of members, recording all decisions taken. The Minutes must be signed by the chairperson and secretary of the meeting.
7) Members may also represent other members. This must be documented in writing and dated. The right of representation must be signed by hand by the person being represented.
8) Further details will be covered by rules of procedure.
§ 8 The Board
1) The board consists of three members as defined under § 26 BGB, and these are
· the chairperson
· the deputy chairperson
· the treasurer
The members of the board represent the association individually. If planned legal transactions exceed an amount of EUR 1,000, the approval of all members of the board is required.
2) The board is elected by the meeting of members for a period of three years. Re-election is possible.
3) If the chairperson resigns early, an extraordinary meeting of members is to be called as quickly as possible to elect a successor.
4) The board is responsible for the ongoing management of the Association, unless these articles of association assign this task to other organs of the association. The board must abide by the decisions taken by the meeting of members.
5) Board decisions are to be taken on the basis of a voting majority of the members of the board present. The chairperson holds the casting vote. The decisions taken must be recorded in the minutes.
§ 9 Conferences
1) The board of directors decides on the location and timing of the CWG conferences.
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 board of directors.
3) The Association may charge a fee for attendance at a conference, and the board of directors 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 from the Association’s assets. The remainder of the Association’s assets will be distributed by the board to non-profit organizations.
§ 11 Adoption
These articles of association will come into force on the day after they are agreed.
Agreed in Berlin on April 24th, 2016