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Club

Constitution of 1. FC Union Berlin

Preamble

The history of 1. FC Union Berlin began in 1906, when pupils and apprentices in Oberschöneweide founded a football club. In 1920 this club, now known by the name “Union”, was listed in the register of associations in the German capital. In the same year, members and supporters built the sports ground An der Alten Försterei on the outskirts of Wuhlheide in the municipal forest of Treptow-Köpenick.

This is how they established a tradition which has continued to the present day.

The name “Alte Försterei” [Old Forester’s House], the battle cry “Eisern Union” [Iron Union] and the basic attitude, to stand up for the club and for each other, have since then belonged to the identity of each and every “Unioner”. The two world wars, the division of Germany, the division of Berlin, and the division of the club changed nothing not even the short period of time when football was played at An der Alten Försterei under the names “Motor” or “TSC”.

In 1966, 1. FC Union Berlin was founded as a football training center. Since 1990 it has been registered as an association. For the accomplishment of its tasks, the articles of association are presented below:

I. General Provisions

§ 1 Name, Domicile, Legal Form

  1. The association bears the name “1. Fußballclub Union Berlin e. V.”, abbreviated to “1. FC Union Berlin e. V.”. The association was founded on 20/01/1966 and has its domicile in Berlin. It is registered in the register of associations of the District Court of Charlottenburg in Berlin [Amtsgericht Berlin-Charlottenburg].
  2. The club colours are red and white. The club emblem contains the wording “1. FC Union” in red, yellow, black and white colours, and the depiction of a football and the Berlin Bear.

§ 2 Purpose & Tasks

  1. The purpose of the association is the development and promotion of the sport with all directly and indirectly related tasks. The association is politically and religiously neutral. It is obligated to act according to humanistic and democratic values.
  2. The association is a nonprofit organization. It does not primarily pursue its own financial purposes, but solely pursues directly charitable purposes in accordance with the chapter entitled “Tax-privileged purposes” in the German Fiscal Code [Abgabenordnung].
  3. The funds of the association may only be used for the aims of the articles of association. The members may not receive any benefits from the funds of the association.
  4. The association is entitled to employ fulltime or part-time staff to fulfil its tasks. No person may benefit from expenditures that are not related to the purpose of the association, or through inappropriately high allowances.

§ 3 Dissolution of the Club

  1. The dissolution of the association can only be decided at an extraordinary general assembly specially convened for this purpose, and with a three-quarters majority vote of the voting members present.
  2. In the case of dissolution of the association or suspension of the tax-privileged purposes, the association’s funds with the agreement of the tax office shall be transferred to the Landessportbund Berlin [Berlin Sports Federation] or its legal successor, which must use them directly and exclusively for tax-privileged purposes, as long as the general assembly does not decide with a three-quarters majority vote by the voting members present, to appoint another tax-privileged sports-recognized institution as the legal successor. Such a decision also requires the agreement of the tax authority for its implementation.

§ 4 Financial Year

  1. The financial year begins on 01/07 of one year and ends on 30/06 of the following year.

§ 5 Membership, Legal Basis

  1. With a licence to participate in the gaming operation of the Bundesliga [German professional football league] or the 2. Bundesliga [second division of professional football in Germany], the association acquires ordinary membership of Die Liga – Fußballverband e. V. (Ligaverband) [The League – Football Association (League Association)]. The articles, the league statutes and other regulations of the German League Association [Ligaverband] in their current version, as well as the decisions and the rulings of the competent bodies and agents of the German League Association are directly binding for the association and its members, unless, on a case-by-case basis this would be incompatible with the legal requirements for the tax-privileged purposes of the German Fiscal Code (§§ 51 ff. AO). The association and its members are subject to the association penal powers of the German League Association. The provisions of concluded governing agreements between the German League Association and the Deutsche Fußball-Bund e.V. [German Football Association] (DFB) are also binding on the association.
  2. The statutes and regulations of the DFB in their current version are binding on the association and its members by virtue of these Articles of Association. The bindingness also covers the decisions and rulings of the competent bodies and agents of the DFB. In this respect, the association and its members are subject to the association penal powers of the German Football Association. The submission takes place specifically so that breaches of the aforementioned provisions and decisions can be prosecuted and redressed by sanctions. For this purpose, the association transfers its own penal power, and that ceded to it from its own members, to the DFB.
  3. The club is also a member of its own competent regional and state association. From the membership of the club in the league, regional and state associations, which for their part are members of the DFB, and from the provisions contained in the statutes of these associations concerning the authority of the DFB statutes and the DFB regulations, it follows that the association and its members acquire the obligations of these provisions of the DFB in their current version.
  4. The executive committee of the association is obliged to make the aforementioned provisions an integral part of the statutes of the companies and corporations in which the association is involved or will participate when football has been spun off or otherwise transferred to these companies or corporations.

II. Membership

§ 6 Members

  1. The association has
    a)       Ordinary members
    b)       Youth members
    c)       Honorary members
    d)       Sponsoring Members.
  2. Moreover, a distinction is made between active and passive membership. Active members are members, who in accordance with Section 6, Paragraphs 1 a) to c) exercise a sport in the club, as well as voluntary trainers and assistants. Passive members do not exercise any sport in the club.
  3. a)       Ordinary members are members, who have completed their 18th year of life, as well as legal entities.
    b)       Youth members are members, who have not yet completed their 18th year of life.
    c)       Honorary members are members, who have in some special way earned the honour of the association, and those to whom, within the framework of the honorary order, the honorary membership has been conferred. A special form of honorary membership is conferred on the honorary president. Further details are set out in the honorary order of the association.

    d)       Sponsoring members are partnerships, individuals or legal entities, who pay a contribution according to agreement with the executive committee and who cannot assert membership rights to participate.

§ 7 Acquisition of Membership

  1. Membership of the association can be obtained by individuals and legal entities. In order to acquire membership, it is necessary to send a written application to the association, and minors require the written consent of their legal representatives. The application must indicate which of the specified categories of membership listed in Section 6, the applicant would like to belong to. On application for membership, the statutes and regulations of the association become binding.
  2. For minors, the assenting legal representative accepts, on the approval of the application, the duty to pay the membership fees until the legal age of majority of the underage applicant.
  3. In normal cases, the executive committee decides on the admission within four weeks of receiving the application. The applicant is informed in writing of the decision about his application for admission. An application refusal does not have to be explained. The membership begins with the written admission confirmation from the executive committee and with the payment of the joining fee, as well as the first membership dues.

§ 8 Rights and Duties of the Members

  1. The rights and duties of the members are determined in accordance with these articles of association, the association and branch regulations, as well as any special membership agreements. All members have the right, within the framework of these rules, to participate in the activities of the association. Active members have the right, to engage in one of the sports that the association offers, and to use the facilities of the association.
  2. The members have a duty to assist the association in the pursuit of the purpose of the association, and to safeguard the reputation of the association. They are obliged, through the general assembly, to pay the required fees (membership fee) and to observe and follow the regulations and rulings of the bodies of the association and their designated agents.
  3. Disputes between members, which affect the association, as well as those between members and bodies of the association, should be settled within the association if possible. Therefore, each member has the duty, in the case of a dispute, to invoke an honorary council, before aspiring for it to be resolved by a governmental body, in order to bring about a ruling and a settlement of the dispute. Only after an unsuccessful attempt of the honorary council to bring about a ruling and a settlement of the dispute, or after the appeal of the honorary council has failed may normal legal proceedings be invoked. This shall apply without prejudice to the normal legal proceedings of a dispute that is subject to a criminal offence, as well as in cases of property disputes.
  4. The association shall not be liable to its members for corresponding damages or losses resulting from the sporting/gaming operations and when using the association’s facilities (properties/buildings), unless, these damages are covered by a sports accident insurance or public liability insurance of the association. The liability of the association, its bodies and their members and agents shall otherwise be limited to wilful intent and gross negligence.

§ 9 Membership Fees

  1. Members of the association have to pay a joining fee and a monthly membership fee.
  2. The amount and settlement date of the joining fee and the monthly membership fees will be determined by the general assembly. The executive committee may in appropriate cases allow the monthly fees to be deferred, reduced or waived.
  3. Membership fees are agreed separately for legal entities and other partnerships.
  4. Honorary members are exempted from the duty to pay membership fees.

§ 10 Ending of the Membership

  1. Membership ends through withdrawal, expulsion, deletion from the membership list, death and in the case of partnerships and legal entities through dissolution.
  2. The withdrawal can only be made in writing while respecting a notice period of four weeks before the end of the quarter. The day the withdrawal notice is received by the association is decisive. In the cases of minors, the withdrawal declaration must also be signed by the legal representative.
  3. The expulsion of a member occurs by way of a decision made by the executive committee. The expulsion can occur, if a member grossly infringes the articles of association, the resolutions and rulings of the executive committee or its representatives, or has infringed the interests of the association. Before the decision is made, the person concerned can demand the right to be heard: he shall be given the opportunity to make a statement (hearing).

    a)    In the case of expulsion, membership ends with the resolution of the executive committee. The member shall be informed about the decision in a registered letter, by recorded delivery, or delivered by hand. The letter must include the reasons for the decision and instructions about the right of appeal. With the notification of the start of the expulsion process, all functions and rights of the affected person are placed in abeyance.

  4. b)    The affected member can object to the expulsion decision. The objection must be raised in writing within a period of two weeks after the decision has been notified to the honorary council. The decision of the honorary council is definitive.
  5. Deletion of a member from the membership list comes into action as a result of the decision of the executive committee. The deletion may occur if a member has not paid his contribution obligations according to Section 9, in spite of two written reminders.
  6. A member, whose membership has ended, has no claim to part of the assets of the association. Other possible claims against the association have to be explained and made in writing with a cut-off period of three months after the ending of the membership.

III. Bodies of the Club

§ 11 Bodies of the Club

  1. The bodies of the association are
    . the general assembly
    . the supervisory board
    . the executive committee
    . the honorary council.
  2. Employees or members of the bodies of a company, who are connected to several licenced clubs or corporations as licence holders of the German League Association [Ligaverband] or the DFB, or who in an economically significant capacity with these affiliated companies have contractual relationships in the area of marketing, including the sponsoring of gaming operations, cannot be a member of the executive committee, the supervisory board, nor the honorary council of the club. Concerns and companies belonging to them are considered to be a single company. Likewise, the members of the management bodies or the controlling bodies of another association or a corporation as a licence holder of the German League Association or the DFB cannot undertake any function in the bodies of the association.

IV. General Meetings

§ 12 Tasks and Voting Rights

  1. The general assembly is the highest body of the association.
  2. All adult, ordinary members, who are not in arrears in the payment of their contributions of more than one month, have the right to vote. New members receive the right to vote after being members for more than three months. In ballots, each voting member has one vote. The right to vote can only be exercised in person. A transfer of voting rights, or a substitution through a third-party, or by other members, is not allowed. All association members are eligible to participate.
  3. The general assembly is responsible for the following matters:
    a)      Acceptance of the annual report of the association bodies
    b)      Discharge of the supervisory board and honorary council
    c)      Election and dismissal of members of the supervisory board and honorary council
    d)      Amendments to the articles of association, dissolution of the association
    e)      Other proposals submitted to the general assembly
    f)      Determination of the membership fees
    g)      Establishment of or participation in corporations and partnerships for the outsourcing of the association’s departments
    h)      Changes in the holdings of the companies named in Section 12, Paragraph 3, Letter g)
    i)       Changes in the holdings of the “An der Alten Försterei“ Stadionbetriebs AG or a possible legal successor, provided that the change in the holding through the transfer of shares or an increase in share capital leads to a fall of a holding to under 50.1 Percent.
    j)       Dismissal of members of the executive committee on exceptional grounds during the term of the office.

§ 13 Convocation

  1. The ordinary general assembly takes place once a year, in the second quarter. It will be convoked by the executive committee subject to a six-week notice period through individual invitations stating the agenda of the meeting, in which the topics of the intended resolutions will be indicated. An invitation to the general assembly will be considered delivered, if it is directed to the last address of the member of the association notified in writing. The invitation to the general assembly, as well as the shipment of the discussion documents, is sent via regular mail. They can be sent by fax or e-mail, so long as a fax number or e-mail address has been given to receive them. To ensure the invitation deadline, the task of the commissioned shipping company is decisive.
  2. Until at least one week before a general assembly, each voting member can submit written amendments to the agenda, as well as proposals, to the executive committee.
  3. Before being included in the agenda, the chairman of the general assembly will announce the proposals for amendments to the agenda, as well as the other proposals. The general assembly will decide by simple majority whether to include these proposals in the agenda and whether to admit them for resolution. Proposals submitted after the start of the notice period can only be admitted to the general assembly, if the general assembly gives a voting majority of at least two-thirds of all the votes.
  4. Proposals for amendments to the articles of association need to be presented to the executive committee at least eight weeks before the regular general assembly, so that there is sufficient time to inform the members about this in the invitation and so that an examination of the legal implications of the proposal can take place.

§ 14 Chairman of the General Assembly & Decisions

  1. The general assembly will be presided over by a member of the executive committee or by a member of the association authorized by the executive committee.
  2. Every properly convened ordinary general assembly constitutes a quorum, regardless of the number of members. The general assembly will decide, with a simple majority of the votes cast in an open vote, as long as the articles of association do not stipulate any other majority or form of vote. A simple majority is achieved, by whoever obtains more than half of the valid votes. Abstentions from voting will not be counted in the process. A tied vote will be classified as a rejection of the proposal. For amendments to the articles of association, a majority of at least two-thirds of cast votes is necessary. For the outsourcing of the association’s departments, a majority of at least three-quarters of all cast votes is needed, likewise for the dissolution of the association.
  3. The general assembly is not open to the public. The chairman of the general assembly can allow guests at his sole discretion. This also applies for the admission of representatives of the media.
  4. Minutes will be taken of the proceedings and resolutions of the general assembly, which will be signed by the chairman of the general assembly and by the minute-taker. The minute-taker shall be a member of the executive committee, or an association member authorized by it. The minutes will be displayed for inspection in the office of the association for a period of three months from the 14th day after the general assembly, and during this time it will also be visible for members on the homepage of the association.

§ 15 Elections

  1. In elections, the chairmanship of the general assembly can be transferred to a member for the duration of the discussions, the duration of the round of elections and the call for a count of votes. If no transfer takes place, the chairman of the general assembly becomes the election administrator. The election will be carried out by written round of elections, if there is more than one candidate, or an election list. The election has to be held in secret, if it is to be decided by an absolute majority of all votes cast.
  2. The people to be elected to the supervisory board and the honorary council can in each case be elected either individually (individual election) or together (list election); this shall be decided by a simple majority of the general assembly. An election list for the election to the supervisory board shall consist of at least five candidates (see Section 17, Paragraph 1). An election list for the election to the honorary council shall consist of at least three candidates (see Section 31, Paragraph 1).
  3. If the general assembly decides in favour of an individual election, five candidates will be elected to the supervisory board, or three candidates will be elected to the honorary council, in ensuing rounds of elections. In the first round of elections, the five or three candidates, respectively, who receive the most and at least an absolute majority of all votes cast, will be elected. If fewer candidates are elected in the first round of elections than there are mandates to be allocated, a second round of elections will take place. In this round of elections, as many candidates participate as there are mandates still to be allocated, and additionally at most three further candidates in the sequence of the respective next-highest number of votes from the first round. In the second round of elections, the respective candidates who have the most votes polled are elected. If a tie for candidates results in more than the number of assigned mandates or election places to be filled, a run-off election will take place between the candidates with the identical number of votes.
  4. If several people are elected together (list election), in the first round of elections both in the case of one list, as also in the case of several lists offered for election, the list that receives an absolute majority of all the votes cast will be elected. If none of the lists obtains a majority of all the votes cast in the first round of elections, a second round of elections shall take place. In this round, only the two lists that received the most votes in the first round of the elections will be available for election. In the second round of elections and in subsequent rounds if necessary, as long as an equal number of votes is received in the previous round of elections, the list which has the most votes cast is elected.
  5. All further provisions of the elections are governed by the election regulations.

§ 16 Extraordinary General Meeting

  1. The right to request the convocation of a general assembly, is open to all members. An extraordinary general assembly can only be convened by the executive committee, if it is required in the interests of the association, if the supervisory board or the honorary council request the convocation, or if at least 10 percent of the members request it in writing, upon stating the purpose and reasons for the general assembly, in the one and the same matter, and if the matters, which are supposed to be the reason for the convocation, are not the subject of the regular ordinary general assembly. The last known reported number of association members at the start of the quarter before which the application was made, will be used as the basis for the calculation of the number of necessary members for the minority group’s request.
  2. The invitation to the extraordinary general assembly has to be in accordance with the applicant’s request, at the latest however within two weeks after the application was submitted. The convocation shall take place in compliance with a notice period of two weeks. Provided that an election is to be held at the extraordinary general assembly, the corresponding conditions mentioned in Section 22 or Section 34 are valid. If, in spite of a proper application for convocation of an extraordinary general assembly, the notice period expires, without the executive committee taking action, those who have brought about the proper application are entitled to convene the extraordinary general assembly, under the protection of the aforementioned forms and notice periods, and for which the association will pay the costs.
  3. An extraordinary general assembly can only deal with matters for which the meeting is convened.

V. Supervisory Board

§ 17 Composition

  1. In principle, the supervisory board consists of five members, who are over 18 years-of-age and who have belonged to the association for more than three months. It can be extended up to nine members.
  2. Affiliation to the executive committee and the supervisory board shall be mutually exclusive.
  3. The activities of the supervisory board are voluntary. Its members may not form an employment relationship with the association or in any other way be paid for acting on behalf of it.
  4. The supervisory board as a body is elected for a period of four years which begins with the election and acceptance. However, the supervisory board shall remain in office until the new election.

§ 18 Tasks

  1. The supervisory board appoints the president. If a member of the supervisory board is appointed, this member shall leave the supervisory board. Other executive committee members, who are nominated by the president, will likewise be appointed to the supervisory board. If the nomination cannot be complied with completely or in part, the president must submit a new nomination within two weeks. If this is also not complied with completely or in part, a new president must be appointed. In the case that one or more members of the executive committee leave the office before the end of the term of the office, the aforementioned provision described in Sentences 4 and 5 shall not apply, but rather Section 29, Paragraph 5. During the four-year term of office of the executive committee, the supervisory board may convene an extraordinary general assembly with the aim of prematurely recalling an appointed member of the executive committee, so long as it considers that there is an important reason to do so.
  2. The supervisory board monitors the activities of the executive committee and the performance of its association duties. It has unlimited rights to audit and control. The executive committee is obliged to provide comprehensive information about its activities to the supervisory board. The supervisory board discharges the executive committee.
  3. Before the start of each financial year, it decides about the budget presented by the executive committee for the following financial year. Costs in excess of the budgetary provision, which may lead to a change in the planned return, require the consent of the supervisory board. Where necessary, it will confirm the supplementary budget of the executive committee.
  4. The supervisory board adopts the annual financial statements and where appropriate, the interim financial statements as of 31/12, in each case by means of annual report, and appoints an independent auditor, if necessary with the agreement of the DFB or the German League Association, who verifies the annual financial statements prepared by the executive committee, or where appropriate the interim financial statements as of 31/12, or who conducts an audit review. The auditor should be changed after five years.
  5. The executive committee requires the approval of the supervisory board for the following business transactions:
    a)    Acquisition, sale and encumbrance of properties and leasehold rights
    b)    Assumption of guarantees and entering into joint-obligations for third-party liabilities
    c)    Taking out loans
    d)    Conclusion of loan agreements
    e)    Conclusion of equipment leases and general licence agreements, which have not already been approved in the budget
    f)    Participation or changes of the association's participation in corporations or partnerships.
  6. The supervisory board represents the association vis-à-vis members of the executive committee both in and out of court, especially in legal transactions between the association and members of the executive committee. It governs the contractual relationship with full-time members of the executive committee, especially their remuneration. For special reasons, it can determine an appropriate remuneration for non-full-time members of the executive committee.
  7. The supervisory board confirms the departmental regulations of the association.

§ 19 Chairmanship & Rules of Procedure

  1. The supervisory board elects a chairman and a deputy chairman from among its members at the first supervisory board meeting after the ordinary general assembly. If the chairman leaves during his term of office, the supervisory board must appoint a new chairman within four weeks.
  2. Each member of the supervisory board may be assigned specific functions and areas of activity. The details are regulated by rules of procedure which are laid down by the supervisory board.

§ 20 Decision-Making Process

  1. The supervisory board passes its resolutions in meetings. It constitutes a quorum if more than half of its members are present. The supervisory board passes its resolutions by a majority of the votes of the members present. In the event of an equal number of votes, the chairman of the supervisory board has the casting vote, and in his absence, the vote of the deputy.
  2. Members of the supervisory board are not allowed to participate in votes, if the subject-matter of the resolution has a direct or indirect legal or economic impact on them personally, or on close relatives or affiliated companies.
  3. Resolutions may be passed by written vote, if the chairman orders such a resolution for special reasons.
  4. Minutes must be kept of the negotiations and resolutions of the supervisory board. They must be signed by the minute-taker designated for the respective meeting and sent to all members of the supervisory board within two weeks. The minutes shall be deemed to have been approved, if no objection is raised within a further two weeks.

§ 21 Supervisory Board Meetings

  1. Meetings of the supervisory board are held in accordance with the requirements of the association, but at least four times a year. They are strictly confidential.
  2. The supervisory board shall be convened by its chairman. It must be convened, if at least three members of the supervisory board request it to be, or if the executive committee decides that a decision of the supervisory board is necessary.
  3. The members of the executive committee shall attend the supervisory board meetings at the invitation of the supervisory board. They have no right to vote.

§ 22 Elections to Supervisory Board

  1. The members of the supervisory board are elected by the general assembly. Every member of the association with voting rights has the right to nominate candidates for election to the supervisory board. The nomination must be submitted to the executive committee at least seven days before the general assembly, which deals with the election of the supervisory board. The candidate's written declaration of consent must be submitted, together with the nomination, to the executive committee.
  2. At the general assembly, the honorary council shall name all of the available candidates for the supervisory board. All named candidates have to present themselves to the general assembly.
  3. Members of the supervisory board may be dismissed by the general assembly for good cause before the end of their term of office. The resolution requires a majority of at least two thirds of all votes cast. The general assembly decides on the dismissal, if at least a simple majority of the members of the supervisory board, or at least 10 percent of the members of the association, request this in writing to the executive committee. The request must be justified.
  4. The supervisory board can or must, during its term of office, modify itself by co-opting new members up to the minimum or maximum size. In this respect, the principles of Section 20 of the articles of association apply. The co-opted members must present themselves at the next general assembly in order to be individually confirmed for election.
  5. The term of office of the co-opted members of the supervisory board, who were confirmed by the general assembly, shall end upon termination of the term of office of the supervisory board in accordance with Section 17, Paragraph 4.

§ 23 Liability

  1. The members of the supervisory board shall exercise the care and diligence of a businessman as defined by the German Commercial Code [HGB].
  2. In the event of grossly negligent or intentional breach of this obligation, they shall be jointly and severally liable to the association for compensation of the resulting damage. This also includes damages which are caused to the association by legal acts of the executive committee, and which could have been avoided if the supervisory duty had been properly fulfilled.

VI. Executive Committee

§ 24 Composition

  1. The executive committee consists of the president and two or four other members of the executive committee.
  2. The executive committee works on a voluntary basis. Full-time members of the executive committee may be appointed, but not more than two. The supervisory board decides on the number of full-time members of the executive committee.
  3. Members of the executive committee can only be natural persons with unlimited legal capacity.
  4. Insofar as full-time members of the executive committee are appointed, they may not be ordinary members of the association. Nevertheless, any existing ordinary membership shall be suspended for the duration of full-time employment.

§ 25 Tasks

  1. The executive committee is itself responsible for the business of the association and represents it both in and out of court. It is responsible for the performance of all tasks of the association, unless they are reserved to other bodies of the association in accordance with the articles of association. It decides on the idealistic, sporting, economic and other interests of the association. The executive committee may appoint committees and working groups to support the work of the executive committee.
  2. The work of the executive committee must be aligned with the interests of the association, its purpose and the legal regulations.
  3. The executive committee is responsible for representing the association in public.
  4. The executive committee decides on the admission of members to the association. It convenes and prepares the general assembly, and presents the agenda.
  5. The executive committee has the right to nominate members for election to the honorary council.
  6. The president coordinates the work of the executive committee and represents the association externally. If other members of the executive committee are appointed, their duties shall be laid down in the rules of procedure of the executive committee.
  7. The executive committee exercises the association’s shareholder rights in corporations and partnerships in which the association holds an interest.
  8. The executive committee publishes the current number of association members four times a year, each time at the start of a new quarter.

§ 26 Rules of Procedure

  1. The executive committee shall adopt its own rules of procedure.
  2. This requires the prior written consent of the supervisory board in order to be valid.
  3. The rules of procedure shall contain the conditions of internal business operations, the passing of the executive committee resolutions and their documentation, as well as the internal rules of representation and competence.

§ 27 Budget & Financial Statements

  1. The executive committee shall draw up a budget before the beginning of each financial year and submit it to the supervisory board for approval.
  2. On a quarterly basis, the business management data for reporting purposes must be submitted to the supervisory board for comparison with the budget.
  3. At the end of a financial year and, if necessary, at the end of a calendar year (in agreement with the DFB or the German League Association), the executive committee shall prepare an annual report and a balance sheet with a profit and loss account (financial statements or interim financial statements as of 31st December) in accordance with commercial principles. The financial statements are to be audited by an independent auditor. The interim financial statements as of 31/12 (in agreement with the DFB or the German League Association) must be audited by an independent auditor, or subjected to a review if necessary. The general assembly is to be informed about the report, the balance sheet and the result of the audit by a certified public accountant at the end of the financial year (financial statements).

§ 28 Power of Representation on Executive Committee

  1. In external relations, the association is always represented by two members of the executive committee in accordance with Section 26 of the German Civil Code [BGB].
  2. Documents and contracts which give rise to pecuniary or financial obligations for the association can only be concluded in writing. Two members of the executive committee are authorized to sign.
  3. A member of the executive committee is excluded from representing the association, insofar as he is legally or financially favoured or obligated by a legal transaction in person or through close relatives or affiliated companies. The principles of Section 20, Paragraph 2 of the articles of association apply accordingly.
  4. A member of the executive committee shall be excluded from representing the association in exercising shareholder rights if the member of the executive committee, or his close relatives, or companies in which the member of the executive committee or his close relatives are personally involved, are legally or financially favoured, or obliged by the decisions to be taken at the shareholders' meeting.

§ 29 Appointment

  1. The members of the executive committee are appointed in accordance with Section 18, Paragraph 1 by majority resolution of the supervisory board.
  2. The members of the executive committee are appointed for a term of four years. The supervisory board must ensure that the employment contracts of full-time members of the executive committee end with the term of office of the executive committee. A tacit extension of the office without a corresponding supervisory board resolution is excluded.
  3. A member of the executive committee may only be recalled prematurely by the general assembly before the end of the term of office if there is an important reason for doing so in accordance with Section 18, Paragraph 1.
  4. A resignation of a member of the executive committee shall be declared in writing to the supervisory board and the executive committee.
  5. If a member of the executive committee resigns from office before the end of the term of office, the supervisory board shall decide on a proposal from the president whether to fill the position until the next term of office. If the chairman resigns from office before the end of the term of office, the supervisory board shall appoint a new chairman within 4 weeks. In the case of a substitute appointment, the term of office of the substitute member shall end with that of the executive committee.

§ 30 Liability

  1. The members of the executive committee shall exercise the care and diligence of a businessman as defined by the German Commercial Code [HGB].
  2. In the event of a breach of this obligation, the members of the executive committee shall be jointly and severally liable to the association for compensation of the resulting damage.
  3. The members of the executive committee shall only be liable for damage caused intentionally or by gross negligence. It is also considered grossly negligent if the executive committee violates the duties imposed on it by inactivity.

VII. Honorary Council

§ 31 Composition

  1. The honorary council consists of three members who are over 45 years-of-age and who have belonged to the association for more than 20 years. It can be supplemented by up to five members.
  2. The members of the honorary council carry out their work on a voluntary basis and are independent and free of instructions from other bodies of the association.
  3. The honorary council as a body is elected for a period of four years which begins with the election and acceptance. However, the honorary council shall remain in office until the new election.

§ 32 Tasks

  1. The honorary council shall preserve and promote the tradition and reputation of the association. In the event of disputes between members about association matters, it shall mediate.
  2. The honorary council decides within the association about objections of members against their expulsion from the association as well as about objections of members against the admission of members to the association decided by the executive committee.
  3. The honorary council shall issue the honorary order of the association, which shall come into force after the approval of the executive committee.
  4. In accordance with Section 22, Paragraph 2, all existing nominations for the supervisory board will be named at the general assembly.

§ 33 Rules of Procedure

  1. The honorary council shall elect a chairman from among its members and act in accordance with its rules of procedure.

§ 34 Election to the Honorary Council

  1. The members of the honorary council are elected by the general assembly on the recommendation of the executive committee.
  2. Members of the honorary council may be dismissed by the general assembly for good cause before the end of their term of office. The resolution requires a majority of at least two thirds of all votes cast. The general assembly decides on the dismissal if at least a simple majority of the members of the supervisory board or at least 10 percent of the members of the association request this in writing to the executive committee. The request must be justified.
  3. The honorary council can or must, during its term of office, modify itself by co-opting new members up to the minimum or maximum size. The co-opted members must present themselves at the next general assembly in order to be individually confirmed for election.
  4. The term of office of the co-opted members of the honorary council, who were confirmed by the general assembly, shall end upon termination of the term of office of the honorary council in accordance with Section 31, Paragraph 3.

VIII. Club Departments

§ 35 Club Departments

  1. The association can form departments which correspond to the essential fields of activity of the association.
  2. The executive committee shall adopt general rules of procedure governing the essential points for the activities of a department, in particular as regards

    -        Departmental Meetings
    -        Executive Board and Management
    -        Financing and Cash Management
    -        Disciplinary Issues.
  3. The creation of a special department order on the basis of the general department order specified by the executive committee is to be aligned for the respective department essentially with the specific objectives, activity contents and needs of the department members.

IX. Final Provisions

§ 36 Articles of Association

  1. These articles of association come into force after the resolution of the general assembly (February 14, 2013) with the date of entry in the register of associations. Upon coming into force, all previous articles of association shall be repealed.
  2. The bodies of the association can already take decisions on the basis of the articles of association decided by the general assembly, which become effective with the entry of the articles of association in the register of associations.
  3. The executive committee is entitled to decide on any amendments and additions to the articles of association which may be necessary in connection with the registration of the association and for the maintenance of its non-profit status.