Statutes of the German Biogas Association (GBA) in accordance with the resolution of the General Assembly dated June 16th 2021

Statutes of the German Biogas Association (pdf)

2.2 The scope of business of GBA is the promotion of environmental protection. The intended purpose of its statutes is realized in particular by

2.4.1 Promotion of technical developments in the biogas sectors,

2.4.2 Promotion, evaluation and communication of scientific knowledge and practical experience in the field of
biogas technology for the benefit of the general public and the environment

2.4.3 Training courses for practice and consulting

2.4.4 Issuing publications in writing, image, and sound

2.4.5 Promoting the exchange of experience by participating in and organizing exhibitions, conferences, and other events

2.4.6 Promoting the international exchange of experience by establishing and maintaining contacts at home and abroad

2.4.7 Promoting an advisory network by members in the various regions

2.4.8 Development of quality standards for the planning and construction of biogas plants and plant components

2.4.9 Development of quality standards for biogas digestates

2.4.10 Development of quality standards for the operation of biogas plants

Any natural or legal person within the meaning of the subject area (section. 2.1) can become a full member.

Supporting members can be organisations and companies that have an interest in the purpose of GBA and wish to support it, if they do not meet the requirements according to section 3.1.

The application for membership must be submitted in writing to GBA's office.
The Executive Board of GBA decides on the provisional admission until the confirmation by the General Assembly.

Members rendering outstanding services can be appointed honorary members with a simple majority of votes of the members present at the General Assembly. A corresponding proposal must be submitted in writing to the board three months before the General Assembly’s meeting.

4.1 The membership ends:

a) with the death of a member

b) by resignation

c) by expulsion

d) bankruptcy, liquidation, or dissolution of the business

e) lapse of the requirement under section 3

f) termination

4.3 The Executive Board can exclude a full member if he or she grossly violates the interests of GBA. A gross violation is if a member considerably violates regulations and rules of GBA. Before the final decision on the exclusion the respective member shall be given the opportunity to present its case within 2 weeks.

Sponsoring and supporting members can also be excluded under the conditions of section 4.3. The exclusion procedure must be confirmed by the General Assembly.

4.5 Resigning members lose their rights from the membership on the day of resignation. Claims of GBA against resigning members are not affected by the resignation.

4.6 A member is excluded if he/she fails to pay the membership fees for more than 12 months in a row despite a reminder.

5.2 Each full individual member has the same rights and obligations in accordance with these statutes. He or she is entitled to receive the support of GBA and its bodies in all questions concerning the purpose of GBA. Furthermore, they are entitled to use GBA's facilities as well as the resolutions and orders of the bodies in accordance with the statutes.

5.3 All members are obliged to promote the purposes of GBA, to participate in the fulfilment of its objectives, to comply with the provisions as well as the resolutions and orders of the bodies of GBA in accordance with the statutes and to provide the necessary information for this purpose. They have to pay the admission fees, annual fees and apportionments duly decided by the General Assembly and to inform the office of any change of address.

7.2 Board of Trustees

7.3 General Assembly

7.4 Working groups and advisory boards

7.5 Regional groups

The members of these bodies must treat the affairs of GBA impartially and treat internal business and operational processes of the members that have come to their knowledge as strictly confidential. They shall perform their duties personally. The members of the Executive Board (section 7.1), the chairman/speaker and his deputy of the working groups and advisory councils (section 7.4) and the regional groups (section 7.5) shall receive, in addition to reimbursement of their actual expenses, appropriate remuneration for their working hours and manpower, the amount of which shall be decided by the General Assembly when the annual budget is approved. Representation is not permitted.

· The President
· The Vice-President
· Seven other members of the Executive Board
Four members of the Executive Board should be biogas plant operators, four members should be planners, service providers and manufacturers of biogas plants, and one member of the Executive Board should come from science or another third sector.
The Executive Board shall be elected by the General Assembly for a term of 4 years until new elections are held (section 10.4). Re-election is permissible. The President and his Vice-President are elected in separate ballots. The two groups of biogas plant operators and planners/service providers/manufacturers of biogas plants shall each provide either the President or the Vice-President. Each member has one vote each for the election of the President and the Vice-President. The other members of the Executive Board are elected in separate ballots divided according to the interest groups (biogas plant operators, planners, service providers and manufacturers of biogas plants, third area). In each case, the candidates who have received the most votes in their interest group are considered elected. The number of Executive Board members from an interest group is reduced by the number who have already been elected as President and/or Vice-President. Each member has one vote for each member of the Executive Board to be elected. For the election procedure, section 14.3 applies.

8.3 The Executive Board can recall a member of the Executive Board by resolution with a majority of 5 votes. All members of the board are entitled to vote for such a resolution.

8.4 If a member of the Executive Board resigns during his term of office, the remaining members shall appoint a new member of the Executive Board out of the interest group mentioned in section 8.1 to which the resigned member belongs, in such a way that the candidate from the last board election with the next lowest number of votes from the respective interest group shall succeed him in the Executive Board for the remainder of the term of office. If the President or Vice-President resigns during his term of office, the remaining members of the Executive Board and the new member of the Executive Board shall elect a new President or Vice-President amongst them.

8.5 Under the direction of the President, the Executive Board has the following tasks, among others:

8.5.1 it leads the activities of GBA according to the statutes

8.5.2 it examines and directs general measures to achieve the statutory objectives

8.5.3 it supervises the observance of the statutes of GBA and carries out the decisions of the General Assembly

8.5.4 it establishes working groups, whose membership it decides on, and advisory councils, whose members are made up of representatives of individual interest groups within GBA and are confirmed by the Executive Board.

8.5.5 it is authorised to participate in meetings of the working groups and advisory boards

8.5.6 it is authorized to establish an office and to appoint and dismiss the management as special representatives in the sense of § 30 BGB and other employees for GBA

8.5.7 it is authorised to issue management mandates

8.5.8 The Executive Board appoints the persons who represent GBA at other societies, associations, and organisations.

8.5.9 The Executive Board shall be convened by the President in writing with a notice period of 2 weeks. It must be convened if two of its members request the convening in writing to the President. If the request is not complied with within 3 weeks, each member of the board is entitled to convene the Executive Board himself. The Executive Board only has a quorum if it has been duly convened and more than half of its members are present, including the President or his deputy, and takes its decisions by simple majority of votes.The President or, if the members of the Executive Board are entitled to convene, may, as an alternative to the physical meeting, issue a written invitation to a virtual meeting or to a mixed form of physical and virtual meeting. Resolutions shall be passed by show of hands or acclamation, unless otherwise decided.

8.7 The Executive Board may regularly invite experts to its meetings.

9. Board of Trustees

9.1 The Board of Trustees consists of

9.1.1 The Executive Board

9.1.2 The management

9.1.3 The chairmen of the working groups and advisory boards

9.1.4 Official representatives of GBA in other associations and organisations

9.1.5 Regional group spokesmen or representatives

9.1.6 Representatives of organizations

9.1.7 Other experts (as required)

9.2 The representatives of organisations and other expert persons are appointed by the Executive Board. The term of office is identical with the term of office of the Executive Board. (Section 8.1.)

9.3 The Board of Trustees shall meet at least once a year and shall be invited by the President. The Board of Trustees shall be convened in writing, stating the agenda, with four weeks' notice. The Board of Trustees shall only have a quorum if it has been duly convened and more than half of its members are present, including the President or his deputy. Resolutions of the Board of Trustees are passed by a simple majority of the members present. In the event of a tie, the chairman shall have the casting vote.The President may, as an alternative to the physical meeting, issue a written invitation to a virtual meeting or to a mixed form of physical and virtual meeting. Resolutions shall be passed by show of hands or acclamation, unless otherwise decided.

9.4 Tasks of the Board of Trustees

Advice and decision-recommendation of the Executive Board regarding:

9.4.1 Coordination of measures and activities at federal and EU level

9.4.2 Coordination of measures and activities in working groups and advisory boards, regional groups and in other associations and societies in which GBA is represented

9.4.3 Preparation of conferences and meetings of the General Assembly and other events in which GBA is involved

9.4.4 Information and exchange body between the Executive Board and the members

9.4.5 Advising the Executive Board on its business management measures

9.4.6 Recommendations for decisions on public relations measures

9.4.7 Recommendation for decision on the formation and staffing of working groups

10. General Assembly

10.1 The General Assembly of GBA meets at least once a year. Place and time are determined by the Executive Board (section 10.5). In urgent cases, the President may call further - extraordinary – meetings of the General Assembly. An extraordinary meeting is to be called if at least 1/5 of the members request it in writing, stating the purpose and reasons.

10.2 In the General Assembly, each full individual member (section 3.1) has a seat and one vote. Representation in voting is not permitted. Supporting members take part in the meeting as advisors.

10.3 Resolutions can only be passed by the General Assembly on matters which are specified in the agenda when it is convened or, unless it is a matter of an amendment of the Statutes, the dissolution of GBA or the revocation of the appointment of the Executive Board, with the approval of three-quarters of the votes represented, can be subsequently placed on the agenda by the President or, if he is prevented from doing so, by his deputy. In all other cases, applications for the General Assembly must be received in writing by the management at least 2 weeks before the scheduled date of the meeting.

10.4 The General Assembly decides on guidelines for the structure and activities of GBA, as long as these tasks have not been assigned to other bodies of GBA. The General Assembly is responsible in particular for:

- The election of the Executive Board

- Receipt of the annual report of the Executive Board

- Approval of the annual accounts of the Executive Board on the basis of a report by the cash auditors elected at the previous meeting

- Discharge of the Executive Board and the management (§ 30 BGB)

- Approval of the budget

- Determination of the membership fee scheme

- Election of the cash auditors

- Amendments of the Statutes

- Dissolution of GBA

- The elected members of the Executive Board may be recalled by the General Assembly.

- Confirmation of the admission and exclusion of members

10.5 The invitation to a meeting of the ordinary General Assembly is issued in writing (e.g. by e-mail) by the President or, on his behalf, by the management, stating the agenda. It must be sent at least 3 weeks before the date of the meeting. The same applies to the invitation to extraordinary meetings of the General Assembly. In this case, the invitation period exceptionally may be shortened to 1 week by telephone or in writing at the request of the President.

10.6 Every duly convened General Assembly has a quorum.

10.7 The General Assembly passes resolutions with a simple majority of the votes cast, unless otherwise stipulated in the statutes. Abstentions are not considered. In case of equality of votes a motion is considered as rejected.

10.8. The President or, on his behalf, the Executive Committee may invite to a virtual General Meeting or to a mixed form of physical and virtual meeting as an alternative to the physical General Meeting in text form. Resolutions shall be passed at a physical general meeting by a show of hands or by acclamation, if not decided otherwise. In the case of a virtual general meeting or in the case of a mixed form of physical and virtual general meeting, resolutions shall be passed online by means of a secret authenticated procedure. If, in the case of a mixed form of physical and virtual general meetings, an online resolution is disproportionate technical effort, resolutions may also be passed on site by a show of hands or by acclamation, if not decided otherwise.

11.2 The division or demarcation of the regional groups is determined by the Executive Board.

11.3 The members of the regional groups must be members of GBA.

11.4 The members of the regional groups elect a spokesperson/chairperson and a deputy. The spokesperson/chairperson and the deputy shall be a plant operator and a manufacturer.

11.5 The term of office is identical with the term of office of the Executive Board (section 8.1.) The election shall take place in the period of 12 months before the election of the Executive Board.

11.6 Financial support of the regional groups by GBA can be approved by the Executive Board upon request and should be based on the number of members of the respective group.

11.7.1 Coordination of measures and activities in the regional groups and in the other associations and societies in which GBA is represented.

11.7.2 Preparation of conferences and meetings of the General Assembly and other events in which GBA is involved.

11.7.3 Information and exchange body between the Executive Board and members

11.7.4 Advising the Executive Board on its business management measures

11.7.5 The regional groups are obliged

- to forward important events directly to the management of GBA.

- to forward official correspondence (with offices, authorities etc.) to it

- to ensure an appropriate exchange of information.

12.1 GBA forms permanent working groups and permanent advisory boards. In addition, special working groups may be set up for a limited period of time for specific issues. The Executive Board shall issue internal regulations for the working groups and advisory boards.

12.2 Every full member of GBA may apply for membership in a working group. The working group shall discuss the application and make a recommendation for a decision to the Executive Board, which shall then decide on admission to the working group. The term of office is identical with the term of office of the Executive Board (Item 8.1.). At the request of the working group, the board can exclude a member of the working group from the working group.

12.3 The working group may also invite persons who are not members of GBA to the working group meetings in an advisory function.

12.4 The spokesperson/chairperson and his/her deputy shall be elected by the respective members of the permanent working groups and advisory boards with a simple majority of votes. The period of office is identical with the period of office of the Executive Board (Section 8.1.). The members of the working groups and advisory councils carry out their jobs until new elections are held or their successors are appointed. Section 8.4 applies accordingly. Re-election is permissible.

12.5 The implementation of the tasks of the working groups and advisory boards decided upon by the General Assembly and the Executive Board shall be specified in detail. In this respect the Executive Board is authorized to give instructions to the working groups and advisory boards. In this context they can recommend resolutions of the Executive Board and the General Assembly.

12.6 The Executive Board must be informed of the respective invitation to the meeting of a working group or advisory board.

12.7 The working group must include one member of the Executive Board. The board can also instruct the management to participate in the working group. Members of the Executive Board as well as employees of the office can participate in the meeting of an advisory board, but they are not entitled to vote.

12.8 The chairperson/speaker shall take the minutes.

12.9 The chairperson/spokesperson or his/her deputy shall have a seat and vote on the Board of Trustees

12.10 The chairperson/spokesperson is accountable to the respective working group / advisory board and the Executive Board.

12.11 The working groups/advisory boards are obliged to report to the General Assembly and to present an annual report.

12.12 The chairman / spokesperson must simultaneously inform their members in an appropriate form

12.13 The working groups and advisory boards are obliged

- to forward relevant issues directly to the management of GBA

- to forward official correspondence (with offices, authorities etc.) to it

- To ensure an appropriate exchange of information.

For the interest group of the company members GBA forms a permanent company advisory board and for the interest group of the operator members a permanent operator advisory board.

The company advisory board represents the interests of biogas plant manufacturers, service providers and planners, the operator advisory board represents the interests of biogas plant operators within GBA. According to section 12.5, both bodies have the task of advising the Executive Board.

The company advisory board consists of nine members who are elected by the full members of GBA of the interest group biogas plant manufacturers, service providers and planners. Three members should be manufacturers, two service providers, two members component manufacturers and two members planners or consultants of biogas plants. The members of GBA entitled to vote have to group themselves before the election and have as many votes as there are members to be elected in their interest group. The candidates who have received the most votes in their interest group are considered elected. If a member resigns during the term of office, the member with the next lowest number of votes from the respective interest group shall succeed him/her on the company advisory board for the remainder of the term of office.

The members of the operator advisory board are elected by the operator members of the respective regional groups. Each regional group can send one operator as a representative to the operator board, who is elected at ordinary regional group meetings.

GBA may establish an office for the business management and its ongoing administration and appoint one or more managing directors to manage it. The managing directors are appointed as special representatives in the sense of § 30 BGB for the following tasks:

- Establishment, management and termination of rental and employment relationships

- Establishment and termination of contractual relationships in connection with the operation of
the office

- Establishment and termination of contractual relationships in connection with the organisation of
congresses, trade fairs, annual conferences and workshops

- Establishment and termination of contractual relationships in connection with advertising measures for the distribution and issue of publications of all kinds

- Administration of members and collection of membership fees

Within the scope of the delegated tasks, the managing directors can represent GBA out of court and in court. They are each individually entitled to represent GBA. The management is appointed by the Executive Board in accordance with the statutes and carries out the tasks assigned to it in accordance with the resolutions of the Executive Board. The management takes part in meetings of the Executive Board and the General Assembly in an advisory function. The Executive Board decides on the contractual regulations, in particular on the employment, termination and remuneration of the managing directors.

14.2 Resolutions of the Executive Committee can also be brought about in writing with a deadline of at least 1 week. They are valid if the majority of the entitled votes required for the resolution according to the statutes agrees.

14.3 Elections take place, if not otherwise decided, in secret written vote. In the case of virtual meetings or assemblies or in the case of mixed forms of physical and virtual meetings or assemblies, the secret ballot shall take place via an online election by means of a secret authenticated procedure. If, in the case of a mixed form of physical and virtual meeting or assembly, online voting on site is not possible or is possible only with disproportionately great technical effort, voting on site may also be by ballot paper. The majority of the votes cast shall decide; if there is no objection, it may be by a show of hands or by acclamation. Elected is whoever receives more than half of the votes cast and accepts the election. In a second ballot, the person who receives the most votes is elected. The result of the election must be recorded in writing and signed by the election officer and the managing director of GBA. The election is to be conducted by a member who is elected by the General Assembly or the respective body by a show of hands.

14.4. If the articles of association provide for written form, text form (e.g. by email) is also sufficient.

15. Amendment of the statutes

Proposals for amendments to the statutes must be communicated to the members in writing with the invitation to the General Assembly. An amendment of the statutes can be decided by a 3/4 majority of the votes of those present at the General Assembly.

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16.1 Motions to dissolve GBA must be notified to the members by registered letter at least 3 months before the General Assembly meets. A dissolution can only be decided by a 3/4 majority of the votes of those present at the General Assembly.

16.2 In the event of dissolution of GBA, the last General Assembly shall dispose of any existing assets of GBA.

16.3 After the dissolution of GBA the President is the liquidator.

The dissolution of GBA can only be decided by the General Assembly with the majority of votes as defined in section 10.7. In case of a dissolution of GBA or in case of loss of tax-privileged purposes, the assets of GBA will be transferred to a legal entity under public law or to another tax-privileged corporation for the purpose of use for the promotion of science and research, especially in the field of biogas technology. Resolutions on the use of the funds may only be implemented after the approval of the tax office. The General Assembly decides on this.

This translation is based on the German version “Satzung des Vereins Fachverband Biogas e. V. 16.06.2021”.