Articles of Association of the German Association for Waste Management,
Registered Association (DGAW e.V.)
§ 1 Name, Registered Office, Business Year
§ 2 Purpose of the Association
§ 3 Membership
§ 4 Organs of the Association
§ 5 General Meeting
§ 6 Board of Directors
§ 7 Management
§ 8 Facultative Bodies
§ 9 Dissolution
§ 1 Name, Registered Office, Business Year
(1) The association is named “Deutsche Gesellschaft für Abfallwirtschaft e.V. (DGAW)“ (German Association for Waste Management, Registered Association).
(2) The registered office is located in Berlin and is listed as an association in the official register under German law with the local court in Charlottenburg.
(3) The business year is the calendar year.
§ 2 Purpose of Association
(1) The association is active solely in the field of environmental protection and hence, a non-profit organization.
(2) The association promotes
- the ecological recycling management within the national economy, in businesses, in communal authorities and states, in research, education and in advanced learning as well as in public relations;
- the solving of technical, scientific and legal/organizational problems of ecological recycling management;
(3) This objective shall be pursued by means of
- exchange of knowledge and experience in practical terms for the prevention and reduction, collection, recycling, transport and treatment of waste from industry and household as well as related processes, plants and organizational structures;
- stimulation and support for research, development and scientific studies in the mentioned areas of interest;
- promoting dissemination of latest research findings, technical developments, analyses and treatment techniques and regulations as well as its practical application in publishing;
- advancing proposals und initiatives for solutions of problems in the field of ecological recycling management;
- organizing scientific seminars, workshops, lectures, exhibitions and fairs, participating in regional, national and international events as well as informing the public and issuing publications;
- establishing and furthering contacts and working interactions with international or regional non-profit organizations within the ecological recycling management community;
- informing broad sections of the public on questions regarding ecological recycling management,
in particular on methods to prevent, reduce and recycle waste as well as the handling of unavoidable waste in order to cause least impact on the environment.
The association, therefore, pursues exclusively and directly non-profit-making objectives in accordance with the section “Steuerbegünstigte Zwecke“ (tax-deductible purposes) of the Tax Law. As a not for profit organization, it does not pursue, as a first priority, economic or business objectives. The financial means of the association can only be used for purposes which are in accordance with the association’s statutes. The members are not allowed to receive any grants from the fund of the association. No person shall be favored neither by expenses, which are considered inappropriate to the objectives of the association nor by disproportionately high reimbursements.
In case of disbandment of the association or loss of tax-deductible status the assets will be directed to a legal person or a tax privileged statuary body promoting environment protection. The funds are to be used immediately and exclusively for tax-deductible purposes.
(4) The association may hold a share in a business in order to perform the tasks of the association mentioned in its Articles.
§ 3 Membership
(1) The membership is open to any individual or any legal body by private or corporate law, which approves of and supports the objectives of the association.
(2) The membership application form is to be submitted to the Board of Directors and acceptance is at the discretion of the board.
(3) Members are liable to pay the annual membership fee. The first subscription falls due for the entire current business year upon joining the association and regardless of the point in time of membership accession.
The amount of the annual membership subscription is laid down by the ordinary general meeting. Dues must be settled by 15th February of the current year. In case of hardship the Executive Committee may, upon application, resolve to defer payment or to reduce the membership contribution.
(4) As far as the economic situation admits extraordinary expenditure of members can be asserted as Association’s allowance for special expenditure up to the amount which nonprofit organizations can tax free remunerate as honorary post lump sum according to Art. 3 No 26a ITA.
(5) Loss of Membership
a) The membership ceases in case of death of the individual member or by deletion of the legal body;
b) by written resignation not later than three months prior to the end of the business year at the time of the end of the business year;
c) by exclusion.
This may take effect after non payment of annual membership subscriptions despite two reminders after expiry of the business year or in case remaining a member should contravene the interests of the association
The member must be given the opportunity to express his opinion before the decision of exclusion is taken. The member may lodge an appeal within one month upon receipt of the decision. The exclusion will be decided upon at the next General Meeting. However, until this time, the excluded person shall remain a full member, yet the membership rights do rest at that time.
(6) The full member can become honorary member by resolution of the General Meeting. The member is contribution free at that status. The person is entitled to attend the Director’s Meetings and to visit the events without payment of the conference fee.
§ 4 Organs of the Association
The Organs of the Association are
a) General Meeting,
b) Board of Directors,
c) Management.
§ 5 General Meeting
(1) The General Meeting is convened by the President or, if impeded, by the Vice President, who shall assume control.
Minutes on resolutions taken at the meeting shall be signed and administered by the Chairperson.
(2) The annual regular General Meeting is to take place within the first half of the business year.
(3) The Board of Directors may at any time – and upon the request by a quarter of the members – call an extraordinary Meeting.
(4) With indication of the agenda the General Meeting is to be convened in writing with adherence to a given time of one month, not including the day of postage and the day of the meeting.
The General Meeting is competent regardless of the number of present members. In case of amendments to statutes and disbandment of the association, the convenor must explicitly give notice to this effect in the invitation.
(5) Any member unable to attend the meeting may give power of attorney in writing to another member. No member is entitled to more than three proxy votes.
(6) The regular General Meeting may approve the annual report, the annual financial report, approve the budget and discharge the Board of Directors.
Over and above the General Meeting has to perform the following tasks:
a) Amend the statutes
b) Election of the Board of Directors
c) Disbandment of the association.
(7) The General Meeting passes resolutions with a simple majority of given valid votes by acclamation if this is in accordance with the constitution and the law.
Void votes and abstentions are not considered in majority calculations.
In case of equality, the President has the deciding vote.
If more than 10% of present members and proxy votes at the General Meeting, or if one member of the Board of Directors calls for secret voting to elect a new Board of Directors, a secret ballot must be carried out.
Furthermore, secret ballots may be carried out if requested by the majority of present members.
A motion effecting change of statutes requires a majority of 2/3 of cast votes. Should the vote result in a simple majority the Board of Directors is entitled to call a further vote by convening a second General Meeting. If the motion is adopted again by simple majority the resolution becomes legally binding.
The invitation to the second General Meeting must state that the motion in the second ballot is decided upon by simple majority of cast votes.
§ 6 Board of Directors
(1) The Board of Directors consists of
- the Honorary Chairman, the Honorary member or members as the case may be
- the Executive Committee consisting of the President, not less than one but not more than two Vice Presidents and the Treasurer
- at least three but not more than seven additional Boards of Directors members, who supervise regional networks or working teams;
(2) The Board of Directors, in terms of § 26 BGB (German civil code) are the Executive Committee, i.e. the President, the Treasurer and the Vice Presidents. To represent the association, the sole rights are vested in the President or jointly two members of the Executive Committee.
(3) An Honorary Member is to be elected by proposal from the board of directors by resolution of the General Meeting due to outstanding performances and sustained effects on the objectives of the association. The Honorary Member is elected if he receives more than 2/3 of the majority. He is elected for life. As far as an Honorary Chairman has been elected according to the provisions of the articles which have been in force as yet, he can exercise the rights involved as long as he doesn’t resign or his membership ceases to exist in accordance with Art. 3 paragraph 5.
(4) The Boards of Directors Members are, according to paragraph 1 with exception of the Honorary Chairman, elected by proposal from individual members at the General Meeting for a term of three years. The list of nominated candidates for the office of President, Treasurer or additional Board of Directors Members may be posted together with the invitation to the General Meeting. The candidates are given the opportunity to introduce themselves in the course of the General Meeting, or in the case of re-election, report on activities during the last term of office. Furthermore, the candidates may explain planned activities for the impending term of office.
(5) President and Treasurer are respectively elected by one ballot. The candidate who receives most votes is elected. The additional other members of the Board of Directors are selected by only one single ballot. The members (electorate) exercise as many votes as there are Executive Members to be elected. Following the General Meeting the Board Members are to elect - from within the Committee – at least one Vice President but at most two Vice Presidents.
(6) The election to the board is held during the first General Meeting in a new business year, should the term of office lapse or if board members have retired. Board Members are to remain in office until the new election.
(7) If an elected member of the board is to retire within his three year term of office, a successor has to be elected during the next General Meeting for the remaining term of office. Until new elections occur, the Board of Directors is entitled to commission a provisional officer in lieu of the retired Board Member.
(8) The meetings of the Executive Committee and the Board are summoned and conducted by the President, or if he is absent, by a member of the Executive Committee. The Executive Committee hold a meeting at least four times a year, preferably before Boards of Directors meetings are held which take place at least two times a year. The Executive Committee gives the Board an account of its activities and resolutions. The Executive Committee and the Board of Directors are competent each when more than half of the members are present. The Executive Committee resolves with the majority of votes, in case of equality of votes the President’s vote turns the balance. Boards of Directors members are eligible to assign in writing a proxy to another Member of the Board. If this person is prevented from casting his vote in person, the vote is regarded a forfeit. A Board’s Member may accept a maximum of two proxies. Minutes must be taken on resolutions adopted by the Executive Committee and the Board of Directors. The Executive Committee and the Board adhere to a Rules of Procedure. The Board can co-opt members for certain tasks without right to vote.
(9) Resolutions may be passed by written procedure if they are unanimous. Should a Board Member object to the written procedure or if a non unanimous Board of Directors opinion does not materialize, a Board Meeting is to be convened.
(10) The Executive Committee is responsible for the organization and administration of Association’s activities. It is also responsible for admission of members, resolves mutual memberships, prepares the budget and decides on cost relevant commitments of the Association. The Board predominantly deals with the subject of waste management and prepares publications, events as well as other activities of the Association. Members of the Board, who take care of regions, carry out at least one regional event a year. Members of the Board, who take care of networks, carry out at least once a year a meeting of networks’ members.
(11) The association may set up a head office. Office head is the Manager.
§ 7 Management
(1) The Board of Directors appoints a manageress or a manager to organize the administration. The appointment follows a resolution by at least 4/5 majority. Term of office is three years. The Manager represents the association according to Board decisions and the financial plan.
(2) The activities of the management cover in particular:
- supervision of members of the association and the Board of Directors,
- acceptance and execution of duties as assigned by Board decision or by directive of an authorized Board Member,
- scheduling and follow-up work of and participation at Executive Committees and Boards Meetings, General Meetings and Events,
- updating the internet presentation of the DGAW,
- contributing to acquisition of new members,
- running the Head Office of the DGAW, including conveying procedures to Board of Directors Members,
- representing the interests of the DGAW over authorities, statutory bodies as well as private third parties.
(3) Apart from representing the Board of Directors by taking up interests of the DGAW, the Management is otherwise authorised only to act in other cases exclusively by directive of particular Board decisions.
(4) The Management takes part at meetings of the Board of Directors and of the Executive Committee with an advisory vote.
§ 8 Facultative Bodies
(1) The General Meeting may resolve by simple majority the installation of a consultative board to advise the Board of Directors.
Affiliates for the consultative board may be drawn from members of the association as well as representatives of institutions interested in the activities of the DGAW. Affiliates of the consultative board are appointed for two years by the Executive Board. A further appointment is permissible.
The President invites the consultative board when and if required or at least once per business year under notice of the agenda to a meeting. The President is obliged to convene a consultative board meeting within one month after written submission by a third of the members of the consultative board.
(2) When and if required the Board of Directors may convene specialized sections, regional working groups and committees in order to address specific problems as well as to support regional members.
§ 9 Dissolution
Dissolution of the association can only be decided by a majority of three-quarters of the valid votes of members which are entitled to vote, present or represented, upon a motion by the Board of Directors to convene for that purpose in an Extraordinary General Meeting. Notice to this effect must explicitly be given on an invitation to the General Meeting. Should the General Meeting lack a quorum, a second General Meeting must be convened within six weeks. This Meeting is competent regardless of the number of present or proxy votes; this condition must explicitly be pointed out in the invitation to such a General Meeting. This meeting requires a three-quarters majority of valid votes for an effective disbandment of the association.