Articles of Association “ECLA – European Corporate Learning Association”
All positions/offices referred to in these articles of association refer to both sexes, i.e. they can be occupied by a male or female. The masculine form used in these articles was chosen merely for the sake of simplification.
- 1 Name, location, fiscal year, association language
(1) The association shall have the name “ECLA European Corporate Learning Association”.
It shall be registered in the German register of associations. After the registration it shall carry the affix “e. V.”.
(2) The association shall have its headquarters in Munich.
(3) The fiscal year of the association shall be the calendar year.
(4) The association language shall be English.
- 2 Purpose of the association
(1) Purpose of the association is the promotion of science and research in the field of vocational training (corporate learning), in particular the study of vocational training in terms of its mechanisms of action, as well as the scientific use and publication of findings as well as the promotion and development of such knowledge for the general public.
(2) The association shall pursue exclusively and directly a charitable purpose within the meaning of the section “tax-privileged purposes” of German tax regulation.
(3) The purpose of the articles shall be achieved in particular through the following:
- a) An international and national platform provided by the association for the cooperation and networking with the involvement of personalities, companies and institutions, politicians and academic institutions invited by the association for the purpose of research and the promotion of vocational training (corporate learning).
- b) Conducting empirical studies and initiating research projects.
- c) The public acknowledgment of outstanding commitment in the field of vocational training (corporate learning).
- d) The representation of interests of vocational training (corporate learning) in an intensive dialogue with decision-makers in companies, organizations, politics, society and the public. Cooperation with other organizations, associations and partners at a national, European and international level.
- e) The issue of publications, press information, press releases and dossiers for members and the public on all the findings gained about corporate learning.
- f) The acquisition of members as well as means from business and other institutions for the promotion of corporate learning.
- g) The holding of meetings for the purpose of spreading and promoting the exchange of knowledge within the national, European and international framework for an interdisciplinary transfer of knowledge across technical and industry borders.
- h) The organization of mutual events of the individual chapters of the association, at which an exchange of information is carried out through lectures.
- i) Determination and communication of best practice solutions commissioned by the association in the context of events and the networking platform that shall be organised by the association.
(4) On leaving, members are not entitled to any assets of the association.
- 3 Selflessness
(1) The association is a non-profit organisation. As such, it does not primarily pursue its own economic objectives.
(2) It pursues exclusively and directly charitable purposes. The association’s funds may be used only for the statutory purposes. The members shall receive no share of profits, and shall also not receive other allowances from association funds in their capacity as members. No person shall be permitted to benefit from expenses not related to the purposes of the association or through disproportionately high remuneration.
- 4 Obtaining membership
(1) Any European-based company, any European-based corporate foundation and any European-based business association that agrees to a visible, positive and long-term commitment for corporate learning in Europe for the duration of its membership may become an association member as a full member (corporate member). A company, corporate foundation or business association within the meaning of sentence 1 is said to be based in Europe if its business or administrative headquarters are located in Europe or if it has a subsidiary, a production plant or industrial premises or management facilities in Europe. The full members (corporate members) are divided into two sections (chapters): 1. The “Corporate Learning Leader” Chapter (CLL Chapter): This includes members who have responsibility for corporate learning applications/areas in companies and organizations. This can, for example, involve areas of training, further training, corporate universities, customer academies, training of sales organizations, knowledge management or similar tasks. This expressly refers to companies that do not offer products or services for corporate learning. 2. The “Corporate Learning Solution Provider” Chapter (CLS Chapter): This includes suppliers of products, services and consultation who are involved in corporate learning in a broader sense.
Any natural person who is involved in the subject area of corporate learning in a business or organization, or who covers research and teaching with a focus on corporate learning can become an association member as a supporting member (individual member). A supporting member (individual member) may not provide consultation or services in the area of corporate learning.
(2) A condition for obtaining membership is that the possible new member undergoes an admission procedure in accordance with paragraph 3. A legal claim to admission into the association does not exist.
(3) The application for membership must be handed in to the association board in writing. The association board shall make a decision at its own discretion on the application and the classification into the respective chapter and shall inform the applicant of its decision in writing. In case of rejection of the application, the association board is not obliged to inform the applicant of the reasons.
(4) Definition of Europe: Europe shall be defined as the current member states of the Council of Europe.
- 5 Termination of membership
(1) Membership ends
- a) with the dissolution of the association member (§ 4 section 1 sentence 1);
- b) through voluntary resignation;
- c) through exclusion from the association or
- d) if the association member is no longer located in Europe in the sense of § 4 section 1 sentence 2.
(2) Voluntary resignation shall follow through written declaration to the association board. It is permissible only at the end of a fiscal year in accordance with a declaration period of three months.
(3) If membership ends within the course of a fiscal year, the liability of the association member to pay completely the membership fee for the year in which the membership ended shall remain unaffected thereof, i.e. already paid membership fees shall not be refunded pro rata, and not yet paid fees shall be payable on request of the association.
(4) There is no entitlement to the assets of the association in the event of termination of membership. Admission fees and membership fees are not refundable upon termination of membership.
(5) An association member can be excluded from the association by decision of the association board if he grossly violates the interests of the association. The decision about the exclusion is to provide reasons and to be made known to the association member by registered letter. The association member can submit a complaint against the exclusion decision. The complaint must be made in writing and filed with the association board within a period of one month, beginning from the association member’s receipt of the exclusion decision. If the association board deems the complaint to have been filed on time, the chairman of the board shall request the association board to convene a general assembly to decide on the complaint, which shall take place within two months after receipt of the complaint by the association board. In the case that such a general assembly is not convened or not held or it contains no effective decision on the complaint, the exclusion decision shall be considered not to have been issued. The exclusion decision shall be effective upon delivery to the affected association member. The decision shall be deemed to be effective until the general assembly revokes the exclusion decision, the ineffectiveness of the exclusion decision has been established as being final, or if the exclusion decision is deemed to have not been issued within the meaning of sentence 6. Up to the time of the lifting of the exclusion decision by the general assembly or up to the time of entry into legal force of the judicial decision concerning the ineffectiveness of the exclusion decision or up to the time at which the exclusion decision within the meaning of sentence 6 is deemed to have not been issued, the membership rights of the association member, in particular the voting rights, shall be dormant.
- 6 Membership fees
Membership fees shall be collected from the association members. The amount and due date of the fees as well as other required details of fee collection shall be developed by the association board as a draft. Contribution rules may be issued. (see appendix)
- 7 Association bodies, representation
(1) The bodies of the association shall be:
- a) The general assembly of members
- b) The association board
- c) The deputy chairmen of the board
- d) The chairman of the board
- e) The advisory board
The general assembly may decide the formation of other bodies or committees. In and out of court the association shall be represented by two members of the association board.
(2) The association board can appoint a managing director to manage the business. Such a managing director can be employed full-time and receive appropriate remuneration.
- 8 General assembly
(1) The annual general assembly shall take place at least once a year. It shall be convened with a convocation period of two weeks by the association board in writing (letter, fax) or with the help of electronic media (email) stating the agenda. The association board shall specify the agenda. The association board must convene an extraordinary general assembly if the interest of the association requires it or if the convocation is required in writing by one-third of all members of the association, specifying the purpose and the reasons. In urgent cases, the convocation period may be reduced to four days.
(2) At the general assembly only full members have voting rights. Other association members can be authorized in writing to exercise the voting rights of full members. Authorization shall be granted separately for each general assembly. However, one association member may not represent more than five other voting rights.
(3) In particular, the general assembly is responsible for the following matters:
- a) Passing of resolutions concerning amendments to the articles of association and the liquidation of the association.
- b) Passing of resolutions regarding the complaint of an association member against an exclusion decision by the joint association board.
- c) Passing of resolutions regarding the annual financial statements.
- d) Election of the chairman and two deputy chairmen of the association board and their discharge.
- e) Election of two auditors.
- f) Determination of member fees according to their submission by the association board and decision of the fee structure.
- g) Submission of planned activities for the fiscal year and the budget by the association board and subsequent passing of resolutions by the general assembly.
For matters which fall within the competence of the association board or the chairman of the board, the general assembly may decide to make recommendations to the association board.
(4) The general assembly shall be headed by the chairman of the board. In the event of his being prevented from doing so it shall be headed by one of the two deputy chairmen of the board. In the event of the two deputy chairmen being prevented from doing so, it shall be headed by the oldest member of the association board. If no member of the association board is present, the assembly shall elect a chairperson. The keeper of the minutes shall be determined by the chairperson of the meeting.
(5) The voting procedure shall be determined by the chairperson of the meeting. Voting shall be carried out in secret if so applied for by one-third of the association members with voting rights.
(6) The general assembly is not open to the public.
(7) The general assembly constitutes a quorum if at least one third of all association members or, in the case of the amendment of the articles of association or the dissolution of the association, at least half of all members of the association are present. In this case members of the association that have provided power of attorney in accordance with paragraph 2 sentence 2 will be deemed to be present. In the absence of a quorum, the association board is entitled to convene in writing (letter, fax) or using electronic media (email) and stating the agenda a second general assembly with the same agenda on a date which is at least two weeks later. This second general assembly shall constitute a quorum irrespective of the number of association members present. This shall be indicated in the invitation to the second general assembly. The invitation for this second general assembly must be sent out at least one week prior to the assembly; paragraph 1 sentences 3 to 6, 9 shall apply accordingly.
(8) Unless otherwise specified in these articles of association, the general assembly shall pass resolutions with a simple majority of the valid votes. A majority of three quarters of the valid votes is required for the dissolution of the association, to decide on the future use of the assets on dissolution of the association, as well as to change the purpose of the association. Abstentions shall remain unconsidered.
(9) The decisions of the general assembly shall be recorded in minutes of the meeting to be signed by the chairperson of the assembly and the keeper of the minutes. The minutes of the meeting should contain at least the following: Place and time of the assembly, the chairperson of the assembly and the keeper of the minutes, the names of the present members of the association and the names of their representatives or authorised agents, the agenda, the results of each vote and the voting procedure. In the case of amendments to the articles of association, the exact wording of the relevant new articles of association shall be specified.
(10) Every member of the association can apply to the association board in writing no later than two working days prior to the date of the general assembly that other matters are to be put on the agenda. The chairperson of the assembly shall accordingly amend the agenda at the beginning of the general assembly insofar as he considers the inclusion of these additional matters in the agenda to be relevant. The general assembly shall decide upon applications for an amendment of the agenda which the chairperson does not consider appropriate or that are not provided until the actual general assembly.
- 9 Association board
(1) The association board shall consist of at least 6 and no more than 8 members. The association board formally proposes the new board members for election at the general assembly. These proposals shall be made on the recommendation of the respective chapters. The association board shall generally be staffed equally by members of the two chapters. The number of board members is determined by the general assembly. The members of the association board are elected by the general assembly for the duration of 3 years. Re-election is permitted and limited to three consecutive terms. The general assembly may grant an exemption to this regulation with a three-quarters majority. Elected members of the association board shall remain in office until the new election of the association board. The association board is a board as laid down in § 26 BGB.
(2) The association board should mutually stand for election at the general assembly according to recommendation by the two chapters.
(3) The association shall refund expenses and other costs to the association board that arise during the proper performance of this agreement on behalf of the association. Refunds shall be made upon presentation of appropriate receipts and up to the amounts permissible for German tax purposes. For business trips members of the association board my travel by official car, rental car, railway or plane at their own reasonable discretion. When travelling by railway, actual travel in second class shall be reimbursed, when travelling by plane, economy class tickets shall be reimbursed. Rental cars can be hired in the same class as the respective company car.
(4) At a general assembly, an association board member can be voted out with a three-quarters majority.
Tasks of the association board
- Planning of the activities of the fiscal year and the budget
- Planning and organization of general assemblies insofar as these have been assigned by the chairman of the board
- Selection and appointment of the managing director
- External and internal representation of the association
- Presentation of the annual accounts to the general assembly
- The association board is self-constituting and shall adopt its own rules of procedure.
- 10 Chairman of the board
The general assembly shall elect the chairman of the board from the ranks of the association board. It is intended to fill the position of the chairman of the board alternately with a person from one of the two chapters.
Duties of the chairman of the board
- Invitation to the general assembly
- Leadership of the general assembly
- Coordination of all tasks with the managing director
- In the event of a tie of votes regarding association board decisions, the managing director has the final vote while he should, as the representative of the entire association, take the interests of both chapters into account.
- 11 The advisory board
The advisory board advises the association board and works on the further development of the ECLA. The members of the advisory board shall be appointed by the association board.
- 12 General information, entry into force of the articles of association
The general assembly grants the association board the right to adopt amendments to the articles as required by official bodies (district court, tax court or otherwise) within the framework of its competence. These changes may not significantly alter the purpose of the association nor restrict the rights of its institutions and members.
- 13 Dissolution of the association
The dissolution of the association may be decided only at a general assembly by the majority laid down in § 7, paragraph 8, sentence 2. Unless the general assembly decides otherwise, the chairman of the board and one of the two deputy chairmen of the board are jointly authorized liquidators. In the case of dissolution of the association or the discontinuation of tax-deductible purposes, the assets of the association are to be provided to the UNESCO-UNEVOC (United Nations Educational, Scientific and Cultural Organization, Platz der Vereinten Nationen 1, 53113 Bonn, Germany), which are to be used directly and exclusively for non-profit, charitable or church purposes.
- 14 Invalidity of parts of the articles of association
In the case of invalidity of parts of the provisions contained in the articles of association, the remainder of the articles shall remain fully effective.
- 15 Rules of procedure
Rules of procedure for the bodies of the association and the procedure of general assemblies shall be decided by the chairman of the board and the two deputy chairmen of the board.
- 16 Auditing and cash auditing
Auditing and cash auditing shall be carried out in the framework of the preparation of the financial statements of the association.
- 17 Fiscal year
The fiscal year starts on 1st January and ends on 31st December of the respective year. The period between the date of foundation and the 31st December 2015 is deemed to be a shortened fiscal year.