I.  General Aspects

§ 1 Name and legal domicile

  1. The Association bears the name ACEE (Associated Consulting Engineers of Europe e.V.) with the addition of "registered association" ("e.V.") following its entry into the Register of Associations. The Association's accounting year corresponds to the calendar year.
  2. The Association's legal domicile is in Koblenz, Germany.

§ 2 Purpose and responsibilities

  1. It is the purpose of the Association to form a community of interests that enables its members to bid successfully for national or international design & engineering work, even if one of the bidders cannot supply proof of professional suitability - e.g. according to § 13 of the VOF (contract procedures for independent professional services) - for a particular work subsection.
  2. The purpose stated in the Articles of Association shall be accomplished through the following measures:
  3. The activities of the Association shall not be related to particular contracts. Instead the Association has a supervisory function to ensure that the members fulfil their mutual obligations. The Association shall not carry out any activities specifically designed to promote the business of an individual member. Support for bid submission or contractual arrangements shall only be given in as far as it may affect the interests of the Association, or of its total membership.
  4. The Association shall prepare a brochure in order to document the qualitative objectives of its members, for example with respect to independence, quality assurance, the state of the art or the application of new technologies. In addition to serving as advertising material for the Association, this brochure shall also be made available to members as a confirmation of quality.
  5. The Association's funds shall only be used for purposes in conformity with the present Articles of Association. The members shall not receive any contributions from the Association's funds.

II.  Membership

§ 3 Type of membership

  1. The Association only comprises full members. Membership of the Association is voluntary.
  2. Full members may be natural or legal persons rendering services within the meaning of § 1 of the VOF (contract procedures for independent professional services), as listed in Appendix IA, category 12 CPC reference No. 867.

§ 4 Granting of membership

  1. Membership is open to any natural or legal person rendering design & engineering services to a significant degree. The application for membership shall be submitted in writing stating the name and address and including detailed documentation of the applicant's capability.
  2. Proof of self-employment as a Consulting Engineer and of economic independence are a precondition for being granted membership. This does not apply to the founding members.
  3. The applicant must prove that suitable measures for ensuring quality, such as a quality management system, are being applied.
  4. With the application for membership, the applicant accepts the Articles of Association in the case of membership being granted.
  5. The decision about the application for membership is made by the Executive Committee. The Executive Committee is not obliged to state the reasons for any possible rejection.<

§ 5 Membership subscription

  1. The Association's costs arising from fulfilling the purpose defined in the Articles of Association must be covered by membership subscriptions.;
  2. The subscription amount to be paid by the full members is decided at the Meeting of Members. The subscription shall be paid annually in advance. Payment is requested by means of a subscription invoice during the 1st quarter of the Association's accounting year.
  3. No member may receive preferential treatment as a result of expenditure inappropriate to the purpose of the Association or unduly high remunerations.

§ 6 Termination of membership

  1. The membership ends in the event of
    1. Cancellation of a legal person;
    2. Cessation of self-employment of a natural person;
    3. Resignation, which should be submitted at least 6 months before the end of the Association's accounting year;
    4. Expulsion for an important reason (in particular gross infringements of the Articles of Association or if the member remains in arrears with his/her subscription payment despite demand for payment)
  2. Members whose membership is terminated have no right to the Association's assets.

III.  Bodies of the Association

§ 7 Bodies

The bodies of the Association consist of the Meeting of Members and the Executive Committee.

§ 8 Meeting of Members

  1. The Ordinary Meeting of Members takes place twice a year during the first three months of the Association's respective half-year.
  2. The Executive Committee may convene an Extraordinary Meeting of Members. An Extraordinary Meeting of Members must be convened if this is requested in writing, stating the subject for discussion, by at least a quarter of the members. This meeting must take place at the latest one month after receipt of said request.
  3. In particular, the Meeting of Members is responsible for
    1. The election of the members of the Executive Committee;
    2. The fixing of membership subscriptions;
    3. The acceptance of the annual report including the statement of accounts;
    4. The formal approval of the actions of the Executive Committee;
    5. The election of the cash auditors;
    6. Amendments to the Articles of Association;
    7. The dissolution of the Association.
  4. At the Meeting of Members, the legal persons registered as members of the Association should preferably be represented by a person on the level of the Executive Committee or the Association's Management.

§ 9 Executive Committee

  1. The Executive Committee consists of the Chairperson and two Deputies.
  2. The Executive Committee heads the Association. It carries out all the tasks involved unless they are assigned to other bodies due to the legal regulations, Articles of Association or decisions taken at the Meeting of Members.
  3. The Executive Committee is elected at the Meeting of Members for a period of four years. The election must proceed by written and secret ballot, unless those present entitled to vote unanimously agree to a different type of ballot.
  4. If a member of the Executive Committee retires from the Committee before expiration of his/her term of office, the remaining members of the Executive Committee shall assume the functions of the retired member. The powers of the Executive Committee remain unaffected until the expiration of the remaining term of office. The election of a successor for the remaining term of office is permissible.

    After expiration of the electoral period, the Executive Committee shall remain in office until a new Executive Committee has been elected.
  5. In all matters concerning the Association, two members of the Executive Committee shall be jointly authorized to represent the Association in court and out of court.

    Within the Association, they are bound by the decisions of the Meeting of Members and the internal rules of the Association.

§ 10 Management

  1. The Association may use the services of a Management in order to carry out the tasks laid down in the Articles of Association. The management tasks may also be carried out by a member of the Executive Committee or by a full member of the Association.
  2. The Management - in so far as appointed - consists of a manager or several managers appointed by the Executive Committee.
  3. The tasks performed by the Management are subject to instructions by the Executive Committee.

§ 11 Cash audit

The Meeting of Members shall elect two cash auditors, with a four-year term of office, from among the members of the Association. The cash auditors must check the adequacy of the cash management on a regular basis, at least once a year. The audit results shall be reported by the cash auditors directly to the Meeting of Members at their next meeting.

§ 12 Working groups

The Executive Committee may set up specialized working groups and regional working groups in order to realize individual objectives of the Association, particularly in the field of the promotion. The task of the working groups essentially consists of the preparation of specific information for the members of the Association. The working groups shall be supported by the Management.

IV.  Common Regulations for the Meeting of Members and the Executive Committee

§ 13 Invitation and agenda

  1. The Executive Committee shall invite the members to the Meeting of Members in writing. The invitation must include the agenda. The same applies to the meetings of the Executive Committee.
  2. There must be a period of at least 14 days between the mailing of the complete invitations and the day of the relevant meeting.

§ 14 Chairing of meetings, participation and voting rights

  1. The Meeting of Members and the meeting of the Executive Committee are chaired by the Chairperson of the Executive Committee or, in the case of the Chairperson's inability to attend, by the respective Deputies. The Chairperson decides the order of the subjects for discussion and the manner of voting.
  2. Every member is entitled to attend the Meeting of Members. At the Meeting of Members, every full member of the Association has one vote. The written transfer of voting rights is permissible. No-one may represent more than five votes.
  3. At the meetings of the Executive Committee every member of the Executive Committee has one vote. In agreement with the Chairperson, guests may be invited to the meetings on a case-by-case basis. If this is opposed by a member of the Executive Committee, the admission of the respective guest shall be decided by vote.

§ 15 Voting procedures

  1. The Meeting of Members constitutes a quorum regardless of the number of members attending or being represented, unless this contravenes applicable laws or provisions in the Articles of Association.
  2. The Executive Committee may only pass a resolution when more than half the members of the Executive Committee are present.
  3. The adoption of a resolution, which may follow a written procedure, is decided by the simple majority of votes cast. In the event of a parity of votes, the resolution shall be regarded as rejected.

    In the case of vote by correspondence, the relevant letter must bear a legally valid signature and arrive at the place of the meeting in time for the opening of the meeting.
    If voting takes place without a Meeting of Members being held, the resolution proposal presented by the Executive Committee must state a binding deadline for the return of the voting papers together with the address.
    The voting result shall be ascertained by the Executive Committee. The members shall be informed of the voting result, including particulars of the voting behaviour.
  4. Resolutions for amendments to the Articles of Association, also concerning a change of the purpose or the dissolution of the Association require a three-quarters majority of all votes cast.
  5. For the dissolution of the Association, the Meeting of Members only constitutes a quorum if at least three-quarters of the full members are present or represented. If this precondition is not met, voting on the proposal for dissolution shall take place at another Meeting of Members to be convened four weeks later. At this meeting, a two-thirds majority shall be sufficient to constitute a quorum regardless of the number of members attending or being represented.
  6. The rules in paragraph 4 and 5 analogously apply to resolutions concerning the amount of the membership subscriptions.

§ 16 Keeping of the minutes

The proceedings of the Meeting of Members and the meetings of the Executive Committee shall be recorded in corresponding minutes, which must also include the resolutions. The keeper of the minutes shall be designated by the Chairperson at the beginning of a meeting. The minutes require the approval of the Chairperson. A copy of the minutes shall be sent to all the members of the respective bodies of the Association.

V.  Final Provisions

§ 17 Dissolution of the Association

  1. The dissolution of the Association can only be decided at a Meeting of Members duly convened according to the Articles of Association.
  2. In the event of dissolution of the Association, the Meeting of Members shall appoint the members of the Executive Committee as liquidators. The liquidators' decisions must be taken unanimously. Rights and duties of the liquidators are otherwise governed by the regulations of the German Civil Code regarding liquidation (§ 47 ff BGB).
  3. If the Association is dissolved, the assets shall be distributed according to the Law on Associations. The beneficiaries are to be designated by resolution at the Meeting of Members.