The constitution of the Trailer Industrie Verband e.V. (Trailer Industry Association - TIV)
(Articles of association passed on: 20 August 2019)
Section 1 Name, legal form, headquarters
The association bears the name of the “Trailer Industrie Verband” (TIV). It is an association that has a legal capacity. The association must be entered in the register of associations. The headquarters of the association are in Berlin.
Section 2 Purpose
- The purpose of the association is the maintenance of the joint professional tasks. These include the following in particular:
- The observation of the rights and interests of the trailer industry, as well as the performance of the public relations work in the fields of industrial policy, consumer protection, product liability and the shaping of legislation;
- the supporting and advising of the legislative bodies and authorities at a national, European and wider international level in all matters affecting the manufacturers and suppliers of trailers and trailer-related products;
- the observation of the interests of the trailer producing industry and suppliers vis-à-vis other national, European and other international industry associations;
- membership in national, European or other international trade associations, as well as participation in companies of any form whatsoever, in so far as membership or participation serves the purpose of the association or members of the association.
- the networking and the transfer of know-how between the association members through working circles and the website of the association.
- The association has the task of representing the joint professional and economic concerns of the trailer manufacturers and the natural or legal persons or partnerships that cooperate closely with them in technical or economic ways.
- The association is not established for economic purposes. In particular it does not perform any cartel tasks.
Section 3 Membership
- The Association shall have full members and associate members. These shall, in accordance with the Memorandum and Articles of Association, exercise at the members' meeting their rights in matters concerning the Association.
- Full members are
– group I: European manufacturers (OEM)
– group II: industrial suppliers
- Group I members are companies, domestic and foreign natural and/or legal entities or corporations with production operations set up in a commercial manner (benchmark: production of over 1,000 units per annum) in the field of trailers and trailer accessories, insofar as the object of their business includes the manufacture, or fitting-out, of mass-produced industrial vehicles. Group II members are companies closely associated with Group I companies (cf. Section 3 (2)) from a professional and commercial perspective.
- Associate members are supporting members and guest members.
- Supporting members are group III members. Companies, domestic and foreign natural and/or legal entities or corporations. that are in any other way closely associated with the branch of industry concerned may become a supporting member.
- Other organisations or individuals whose membership would be likely to promote the purpose of the Association, or be in the Association's interest, may become a guest member. Guest members do not have the right in general meetings of the members to make proposals, to submit election nominations or to take part in elections or votes. Guest members shall be regularly informed of the Association's activities.
Section 4 Acquisition of membership
- The board shall make a decision concerning admission of a member after a written application has been submitted.
- Applicants may submit a written objection to the Executive Board, for the personal attention of the Chairman of the Executive Board, within two weeks of receipt. The next regular General Meeting makes a final decision on this.
- There is no automatic entitlement to membership.
Section 5 Rights and duties of the members
- Members are to promote the purpose of the Association and refrain from doing anything that could hinder the activities to be performed by the Association's organs under its Memorandum and Articles of Association. They shall comply with the provisions of the Memorandum and Articles of Association and the resolutions made by the Association's organs in accordance with the Memorandum and Articles of Association.
- Only full members shall be entitled to vote at the members' meeting.
- Full members shall have the right to
a. use all facilities of the Association in conformity with the Memorandum and Articles of Association and any special provisions laid down,
b. take part in the Association's events,
c. make use of advice and assistance from the Association within the scope of the purpose of the Association, and
d. submit motions to the members' meeting.
- Ordinary members, as defined by Section 3 (2.) of the Memorandum and Articles of Association, and supporting members acting as extraordinary members, as defined by Section 3 (5.) of the Memorandum and Articles of Association, are required to pay a monetary membership fee, whose sum and due date are set by the members' meeting. However, guest members acting as extraordinary members, as defined by Section 3 (6.) of the Memorandum and Articles of Association, may be wholly or partly exempted from the obligation to pay this fee if such exemption is in the Association's interest. Whether, and how, such guests are exempted shall be decided on solely by the Executive Committee of the Association.
- Associate members shall have access to all information and events of the Association. They shall have the right to speak, but not the right to vote, at members' meetings.
- Full members shall be permitted to use on their letterhead paper any trademarks of the Association as well as a reference to their membership of the Association.
- All members shall have the same rights and duties within the scope of their membership group. No preferential treatment shall be given to individual persons or companies.
- All member's rights shall only be exercised after the admittance fee has been paid.
- All members undertake to
a. inform the Association of any change in the legal name, purpose or registered office of the company and report in text form any change to the representation arrangements and any change of Executive Director,
b. to pay the membership fee on time
c. disclose in a timely and truthful manner all information necessary for setting the fees,
d. answer truthfully all enquiries,questionnaires, statistical surveys and the likenecessary for implementing the purpose of the Association.
- Any breach of the duties specified in subsection 8 may, on the basis of a resolution of the Executive Board, lead to the suspension of the rights arising from membership. Expulsion from the Association shall also come into consideration in the event of any particularly serious breaches; this shall be decided on by the Executive Board. Section 6, subsections 3 to 6 shall apply mutatis mutandis.
Section 6 End of the membership
- The membership shall end
- through the resignation or exclusion of the member,
- through the abandonment or dissolution of the company,
- through the instigation of insolvency proceedings or due to the rejection of such insolvency proceedings due to a lack of assets.
- resignation from the association is possible subject to a three-month deadline to the end of a calendar year by means of the sending of a written declaration to the association. The termination must be submitted in the form of a letter and must have been received by the Executive Board by 30 September of the current year at the latest.
- a member can be excluded from the association if he has gravely violated the interests of the association.
- Exclusion may also take place if other important reasons exist, such as the withdrawal of the commercial licence.
- The Executive Board shall make a decision concerning the exclusion. The member shall be notified of the exclusion decision by means of a registered letter, whilst stating the reasons for this, The member in question may submit a written objection to the decision to the Executive Board, for the personal attention of the Chairman of the Executive Board, about which the next regular meeting of members will make a decision, within two weeks of receipt. Pending the decision of the General Meeting, the rights of the member in question shall be suspended. The General Meeting must be informed of the written statement of the member in question. The member shall be informed in writing by the Executive Board of the final decision on exclusion. The option of legal recourse shall not be precluded by this procedure.
- When the membership is terminated, the member shall lose all rights from the membership. There is no automatic entitlement to a share of the association’s assets. The obligation to pay the membership fees shall continue to apply until the end of the respective calendar year.
Section 7 Financial year
The financial year is the calendar year.
Section 8 Constitution of the association
The organs of the association are:
- the general meeting,
- The executive board,
- the management provided the Executive Board sets up such a management structure.
Section 9 The general meeting
- The general assembly is responsible for the following matters in particular:
- election of the chairman of the Executive Board and the additional members of the executive board,
- dismissal of the Executive Board or individual Executive Board members,
- acceptance of the annual report and discharge of the executive board,
- approval of the budget plan for the next financial year,
- stipulation of the admission / annual fees and the (special) levies and determination of the membership fees schedule,
- decisions on appeals against the rejection of applications and the exclusion of members,
- amendments of the articles of association,
- dissolution of the association,
- election of the auditor and acceptance of the auditor's report.
Section 10 Convening of general meetings
- A members' meeting shall be convened in writing by the Chairman of the Executive Board or, in the event of his absence, by a deputy, giving at least two weeks' notice and stating the agenda. For extraordinary members' meetings, the Executive Board may shorten this notice period to one week. Decisive for the validity of the convening is only the invitation to the members with voting rights.
- This notice period shall begin on the day after the letter of invitation was sent off. The letter of invitation shall be deemed received by a member, if it has been sent to the address last made known to the Executive Board representing the Association.
- The members of Groups I and II can by no later than one week before the members' meeting begins, request in writing that additions be made to the agenda. Motions for additions to the agenda filed by members of these groups after this time limit has expired, or during a members' meeting, shall be allowable only by resolution of the members' meeting by a three-quarters' majority. Motions for additions to the agenda shall be impermissible, if they involve amendment of the Memorandum and Articles of Association.
Section 11 Sequence of general meetings
- The General Meeting is chaired by a chairman of the meeting appointed by the Executive Board. The chairman of the meeting shall appoint a secretary.
- Every regular member has a vote. The right to vote may only be exercised by the entrepreneur himself, or by persons authorised to represent the company due to their position on these governing organs.
- Regular members who do not attend the General Meeting may appoint another regular member of the group to which the member belongs in writing to represent them and exercise their voting rights. The power of attorney shall be submitted to the Chairman of the Executive Board at the start of the meeting, in the original, and shall be attached as a copy to the minutes of the meeting.
- The General Meeting has a quorum if at least one-tenth of the members of Group I, if the purpose of the association is changed and the association is dissolved at least two-thirds of all ordinary members, are present.
- If the General Meeting is not competent to pass a resolution the chairman of the Executive Board must convene a new General Meeting with the same agenda, which is competent to pass a resolution irrespective of the number of members present. This fact shall be referred to in the invitation.
- Resolutions of the General Meeting shall be passed by means of a simple majority of the votes represented. The voting will take place based on the groups. A decision shall be valid if it obtains the majority of all votes cast and the majority of votes cast by Group l. In the case of resolutions that only concern one of the two groups only the members of the respective group are entitled to vote.
- A majority of two thirds of the valid votes cast is required for the exclusion of members and amendments to the Articles of Association, in the case of amendments to the purpose of the Association and the dissolution of the Association a majority of nine tenths of the valid votes cast is required.
- All elections take place in individual and secret ballots. Votes not relating to voting may also be made by acclamation unless the secret voting procedure is not decided upon at the request of a member. In other respects, the chairman of the meeting decides on the nature of the vote.
- The minutes of the meeting must be signed by the chairman of the meeting and the secretary. It must contain:
- the location and time of the meeting,
- the name of the chairman of the meeting and the secretary.
- number of members who attended,
- the determination of proper convening of the meeting and its quorum.
- the agenda,
- the applications made, the ballot result, the nature of the ballot,
- applications for amendments to the Articles of Association and the purpose of the association and
- resolutions that are to be written verbatim.
- General assembly resolutions may also be passed in writing by means of a circulation procedure. The resolution reached in a circulation procedure is effective if two-thirds of all members entitled to vote have participated in the circulation resolution. Status-changing resolutions, election resolutions and resolutions through which the Articles of Association are amended or breached cannot be passed in circulation proceedings
Section 12 Composition and election of the executive board
- The Executive Board shall consist of up to five representatives, at least one of whom is to be from group II. The Chairman of the Executive Board must be a member of group I.
- The allocation of the duties of the Executive Board members shall be laid down by the Executive Board in its Rules of Procedure.
- Members of the Executive Board must be owners, or responsible representatives, of a member. If an Executive Board member ceases to hold a position of managerial responsibility at the company represented by him, or if the company concerned ceases to belong to the Association, his membership of the Association's Executive Board shall lapse. No more than two Executive Board members may be elected to the Executive Board from affiliates.
- If an Executive Board member leaves during his term of office, a substitute member may be elected for his residual term of office at the members' meeting following this.
- Executive Board members shall be elected by a simple majority of the votes cast. The Chairman of the Executive Board shall be elected first, then the other members.
- The Executive Board shall be elected by the members' meeting for a term expiring at the end of the third calendar year following the appointment of the Executive Board. The Executive Board shall remain in office until a new election is held.
- All full members shall be entitled to vote in the election of Executive Board members belonging to group I. Only members of group II shall be entitled to vote in the election of Executive Board representatives reserved for group II. Their election may also take place at a special members' meeting, to which only the members of group II shall then be invited. Companies which belong in a group of companies to a parent company do not receive more than 2 votes, regardless of how many companies are organised in a group.
Section 13 Tasks of the board
- The Executive Board shall manage the Association in accordance with the laws and the Articles of Association.
- It draws up the principles and guidelines for the association work. It makes a decision concerning all association matters insofar as they are assigned to other association organs through articles of association or the law.
- The Executive Board has the following tasks in particular:
- execution of the resolutions of the General Assembly.
- convening and preparation of the general assembly.
- drawing up of the budget plan for each financial year, accounting, production of the annual report,
- admission of new members and cooperation in the exclusion of members,
- conclusion and termination of employment contracts,
- decision on the establishment of a management and the participation in the appointment of the managing directors, the chief executive and the agreements on the employment conditions based on consent.
- The board is responsible for the ongoing business operations and for the administration of the
- The Executive Board may appoint commissions to assist it in the performance of its tasks and delegate tasks to them. It regulates its compostion.
- The board shall adopts its own rules of procedure.
Section 14 Management
- The Chairman of the Executive Board may, with the approval of the executive board, appoint one or more Managing Directors and one of them as the Chief Executive Officer, and respectively pass agreements concerning the employment relations after the Executive Board has decided to establish a Management Board.
- The managing director can be appointed as a special representative as defined by Section 30 of the German Commercial Code (BGB), in the context of his appointment and his power of representation the managing director shall represent the association in court and out of court on his own.
- The powers of representation of the Executive Board are limited to the activities of the day-to-day management and association work, insofar as the Executive Board does not extend its powers through the passing of a resolution.
- The Executive Board must run the business of the association in accordance with the instructions of the chairman of the board. It is entitled to act on behalf of, and sign for, the association and to conclude contracts necessary for the business operations of the association in accordance with the budget. The consent of the chairman of the Executive Board is necessary for transactions which extend beyond this.
- The Management Board shall participate in the General Meetings and, as a general rule, the meetings of the Executive Board or the committees, unless the chairman of the association or the chairman of the meeting decides otherwise with the consent agreement of the chairman of the association in an individual case. The Executive Board can if necessary be represented by an another member of the head office.
Section 15 Technical committees
- Technical committees can be formed to work on individual topics if necessary. The task of the technical committees is generally restricted to stating its position in the capacity of an expert on certain topics. A technical committee or its chairman can be issued with far-reaching powers.
- During the selection of the committee members the aspect of the technical suitability for the task issued by the technical committee should be decisive. The office ends upon the committee member leaving the member company that he belonged upon becoming a member of the committee.
- Members of the Executive Board and other members of member companies or guest members can be a member of a technical committee.
- If an elected member of the Executive Board belongs to the technical committee; otherwise the technical committee shall elect the chairman from among its members. The chairman of the Executive Board is entitled to take part in the meetings.
- The committees organise and manage themselves independently and document their work.
Section 16 Compliance, principle of honorary capacity
- The association issues itself with compliance rules concerning which are passed by the general meeting.
- All offices can only be exercised in person and on a voluntary basis. Only the chief executive officer and the manager (s) may be paid remuneration.
Section 17 Representation of the association
The Chairman of the Executive Board shall form the Executive Board as defined by Section 26 BGB (Executive Board representing the Association). The Association shall be represented judicially and extrajudicially by the Chairman of the Executive Board or his deputy. He or she shall be authorised to solely represent the Association. He or she shall be exempt from the limitations under Section 181 BGB.
Section 18 Business office, levies
The association has a business office to perform the ongoing business and the administrative tasks.
Section 19 Financial accounting, auditing
- All members, full and associate, shall pay an admission fee to be stipulated in a membership fees schedule to be passed by a resolution of the general meeting, annual membership fees with variable components, levies according to paragraph 2 and, if applicable, special levies, the amount and due date of which shall be decided by the General Meeting with effect for the following financial year respectively.
- The costs of the association and its Executive Board shall be split irrespective of the membership fees schedule to be issued separately.
- At its last meeting in the financial year the Executive Board shall adopt the association's budget for the following financial year. If the annual financial statements of the association report a profit, then it shall be carried forward to the next financial year.
- The Chairman of the Executive Board may, in addition to the budget, approve up to ten percent of the budget approved by the Executive Board for unforeseen expenses within one financial year.
- The General Meeting must elect an auditor for a duration of up to three calendar years. He inspects the annual statements of the Executive Board and shall issue a statement for the formal approval of its actions.
- The board can commission an auditor with the inspection of the annual statement irrespective of paragraph 5.
Section 20 Dissolution of the association
- The application for the dissolution of the association can be made by the executive board or half the members.
- If the General Meeting has passed a resolution to dissolve the association, it may pass a resolution in a subsequent vote on the use of the association assets remaining after the fulfilment of the association's commitments.
- The chairman of the Executive Board is a liquidator with sole power of representation.
- The aforementioned provisions shall apply accordingly in the event that the association is dissolved for another reason or loses it legal capacity.
Articles of association passed on 06 June 2018
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