Articles of Association

of Mittelstand Alliance Africa

Preamble

The organisation Mittelstand Alliance Africa (hereinafter referred to as "MAA") is a functional organisational unit of BVMW-Bundesverband mittelständische Wirtschaft, Unternehmerverband Deutschlands e.V. (referred to in the following text as: BVMW e.V.) in accordance with section 13, paragraph 1 of the Articles of Association.

§ 1 Membership

1. Membership in the functional organisational unit MAA can be obtained by

1.1. (Company membership) full members of the BVMW that are commited to the goals of the Mittelstand Alliance Africa.        

1.2. Non-members of the BVMW who fullfill the following criteria:

a) (Ambassador’s membership) ambassador, former ambassador or honorary consul of an African state

b) (Parliamentarian’s membership) current and former members of the European Parliament, German federal parliament, German state parliaments, as well as members of a parliament of an African state

c) (Membership for Non-Profit organisation/ lecturers at tertiary institutions) lecturers and professors at a European or African university/research institution or an executive employee at a Non-Profit organisation or a governmental officer in an administrative position that is in charge of African affairs

2. The application for membership is to be submitted to the Admissions Committee of the "MAA". The admission committee consists of three members of the board.

§ 2 Termination of Membership

1.  Company membership in the "MAA" according to section 1, clause 1.1 is terminated
- with the discontinuation of full membership in the BVMW e.V.
- through resignation from the "MAA"
- through the dissolution of the member company
- through death of the member
- through expulsion of the member

in the remaining membership categories under section 1, clause 1.2 and sub-sections a) to c), membership is terminated
- through resignation from the "MAA"
- through the death of a member
- through expulsion of the member

2. Membership in the "MAA" is automatically extended by an extra membership year if it is not cancelled in writing by E-Mail at the latest three months prior to the end of the membership year. The termination is carried out by the Admission committee of the organization at (xy@bvmw.de)

3. Expulsion from the organization may occur with immediate effect in the event of fundamental, repeated or gross violation of the statute of the BVMW e.V., these rules of Procedure, or because of causing discord among members. Furthermore, the provisions of section 6, paragraph (4) of the BVMW e.V. statute remain applicable.

§ 3 Rights and Obligations of the members

1. Every member is entitled to utilise the offers of the MAA and to participate in its committees.

2. The members are obliged, in accordance with these Articles of Association, to promote the association’s purposes and objectives. They have to refrain from anything that damages the association's purpose or is detrimental to the reputation of the association (preserving the peace of the association). The arbitral tribunal of the BVMW e.V. decides on all civil disputes in the association amongst members, between members and the association as well as within the organs of the association under exclusion of the ordinary legal proceedings. The right to request for interim legal protection in urgent cases from the appropriate court of competent jurisdiction shall not be affected by this provision.

3. The full members (member companies) are obliged to make financial payments for their membership in accordance with the set membership fee regulations of the BVMW e.V. In the event of supplementary conditions, the provisions of the Articles of Association shall be followed.

The Executive Board of the MAA can enact an additional membership fee regualtion for all members (1.1. and 1.2. of these Articles of Association). It can single out particular members that are exempt from the membership fee.

§ 4 Tasks, Work areas and Objectives

The duties of the MAA are particularly geared towards the promotion and coordination of the entrepreneurial Mittelstand in Africa and the networking of African and European companies within the association and with other organisations worldwide.

§ 5 Organisational Structure

1. The MAA is divided into the sections of: entrepreneurs, diplomats, politics and research / nonprofit organisations. They are legally dependent organizational subdivisions of the functional organisational entity called the MAA; they can be created, changed and dissolved by a decision of the Federal Executive Board.

2. The expert committees are topic-related working groups that are set up by decision of the executive committee.

3. The Advisory Boards and the Board of Trustees are person-specific groups that are set up by a resolution of the Board.

§ 6 Organs

The organs of the "MAA"are

a)         the General Assembly
b)         the Executive Board
c)         the Presidium
d)         the General Secretary and management
e)         the Advisory board and Board of Trustees

§ 7 General Assembly

1. The General Assembly is the meeting that brings together all members of the MAA. The gathering consits of all the sections: Entrepreneurs, Ambassadors, Parliamentarians as well as Research/Non-Profit organisations in their entirety.

2. The General Assembly of the MAA decides on matters pertaining to the affairs of the "MAA", insofar as nothing else is stipulated in this statute. It can convey resolutions of specific matters or specific kinds of matters to the Executive Board, Presiduim or any committee.

3. The meeting of the General Assembly shall be convened, upon the advice of the spokesperson or one-third of the members of the General Assembly, by the General Secretariat in writing with an agenda, no later than 14 days before the date of the meeting. The start of this fortnight period corresponds to the date of the dispatch of the convocation letter. The Federal Executive Board of the BVMW e.V. shall have the right to participate in the General Meeting and in accordance with this premise, is to be invited.

4. The spokesperson shall chair the meeting and, in the event, that they are not able to fulfil this role, the meeting will be chaired by their deputy.

5. The General Assembly meets at least once a year. It can officially pass resolutions when it is duly convened and does not require a quorum or specific number of members to be present. Resolutions are passed by a majority vote of the present members unless otherwise specified; Abstentions and invalid votes are considered to be "No"- votes.

6. Each section of the General Assembly, consisting of members according to Clauses 1.1. and 1.2. of these Articles of Association, elects by simple majority the specific number of committee members stipulated by these Articles of Association to the Executive Board of the MAA for a two-year term of office. A Re-election is permitted.

§ 8 Executive Board

1. The Executive Board consists of: three assessors elected from the "Business" section (§ 1 Clause 1.1. of the Articles of Association), an assessor from each of the sections "Diplomats", "Parliamentarians" and"Civil Society" (§ 1 Clause 1.2. sub-clauses. a –c), the President of the BVMW and the two General Secretaries. The Executive Board elects two Vice Presidents by simple majority for a term of office of two years from amongst the Executive Board members elected according to sections § 1 Clause 1.1. and § 1 Clause 1.2. sub-clause. a – c. A re-election is permitted. The Vice Presidents retain their positions until a new Spokesperson is appointed. The Executive Board is responsible for all affairs oft he organisation which are not assigned to the other organs.

2. The Executive Board can set up Expert Committees, Advisory Boards and Boards of Trustees. The Expert Committees can elect a Spokesperson from amongst their number who shall represent them in front of the Executive Board.

3.The Executive Board shall pass resolutions by simple majority. The Federal Executive Board of BVMW - Bundesverband mittelständische Wirtschaft e.V. has the right to participate in the meetings of the Executive Board of the MAA and so does the managing director of the MAA. However, they have no voting rights.

 

§ 9 Duties of the Presidium

1. The Presidium consists of the President of the BVMW-Bundesverband mittelständische Wirtschaft e.V. and the two Vice Presidents.

2. The President represents the "MAA" in front of the organs and tribunal courts of the BVMW e.V.; in the event that the president is not able to carry out these duties, they shall be carried out by the Vice Presidents.  The President, in liasison with the Vice Presidents represent the MAA at meetings with political and societal decision-makers. The President represents the organisation's positions in hearings and political events. The President may delegate the representation to spokespersons of the members oft he Advisory committees or Board of Trustees. He signs the pronouncements of the organisation.

§ 10 Duties of the General Secretary

1. The General Secretariat consists of two secretaries-general. A General Secretary is appointed by the Federal Executive Board, the other Secretary General is the Managing Director of the BVMW-International GmbH.

2. The General Secretariat appoints a Managing Director to take over the day-to-day administration and the organisation's work.

3. The Secretary-General appointed by the Board represents the organisation in meetings of the Federal Executive Board and the heads of the Federal Office. The managing director of BVMW-International GmbH manages the international development of the organisation and represents the organization in international partner organisations.

4. The secretaries-general are voting members of the Executive Board of the MAA.

§ 11 Composition and Tasks of the Advisory Boards / Board of Trustees

Membership in the Policy Advisory Board is open to all members of a National or State parliament. Membership in the Diplomacy Advisory Board is open to the ambassadors of all countries. Membership in the Science Advisory Board is open to all full-university professors. The term of office of an advisory Board is four years. A re-election is permitted.

§ 12 Board of Trustees

The board of trustees consists of up to seven members. Each Board of Trustees elects a chairperson and a deputy from among its members. A re-election is possible. The members of the Board of Trustees remain in office until their re-election. The Board of Trustees advises and supports the spokesperson. The Presidium Board and the General Secretariat may attend meetings of the Board of Trustees but without voting rights.

§ 13 Costs, Expense Allowances

1. Working in the MAA is on a volunteer basis.

2. The Federal Executive Board of the BVMWcan assign the MAA an annual fixed budget. The administration is carried out by the General secretariat.

3. On behalf of the BVMW, the Federal Executive Board (or the Federal Management Board, if appointed) can resolve to grant funding for compensation for the travel expenses of members of the Executive Board of the MAA. This shall occur to the extent required provided that the necessary formal application for these funds is made available along with the supporting evidence of the costs and that the total amount requested falls within the pre-determined budget set out by the respective Federal Commission.

4. The Executive Board of the MAA can pass a resolution regarding the structure of the Membership subscription fees in order to finance the organisation. In the event that a resolution regarding the membership subscription regulations is passed, the members have a special right to resign from the association, which they must exercise and inform the presidium about within one month after the announcement of the membership subscription regulations on the website of www.bvmw.de. After the deadline, they are obliged to pay the membership subscription fees for at least one membership year.

§ 14 Amendment to the Regulations

1. The regulaton is passed by a resolution of the Federal Board of BVMW e.V.  The General Assembly may With a majority of two-thirds of the members of the Organization, the General Assembly may decide upon additions or changes of the regulation. The changes and additions require the approval of the Executive Board of the BVMW e.V.

2. In additional, the statutes of the BVMW e.V. hold and in cases of doubt, they still apply.

§ 15 Dissolution of the MAA

The MAA organisation  may be dissolved by a resolution of the General Assembly and / or by a  resolution of the Federal Executive Board. For this, at least two thirds of the votes of the members of the organisation as well as a dissolution-resolution of the Executive Board are necessary.

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