Version dated 10 June 2015
Section 1 Name and office of the association
1. The name of the association is "Bundesverband Neue Energiewirtschaft e.V. (bne)".
2. The association's office shall be in Berlin.
3. The association shall be registered in the Berlin Association Register and shall pursue it activities throughout the Federal Republic of Germany.
Section 2 Purpose of the association
1. The association is a voluntary union of competition-driven companies operating or planning to operate in the energy sector. This purpose of the association shall be to represent the joint interests of the member companies.
2. Such joint interests shall be:
- To promote a competitive regulatory framework for the energy sector
- To implement and control competitive principles on the market
- To implement fair conditions for competition in the design of grid access and grid use
- To promote new business models in the energy sector
3. In order to represent these interests, the association shall negotiate with legislators and regulators as well as with other stakeholders from the public and private sectors who are involved in regulating the energy markets. The association shall co-operate with other national and international lobbies, especially those at the generator, trader and customer end, and shall foster the exchange of experience and information among its members.
Section 3 Financial year and place of jurisdiction
1. The financial year shall be the calendar year.
2. The place of jurisdiction for all disputes between the association and its members shall be Berlin, Germany.
Section 4 Qualification for membership
1. Any company operating in the energy sector which feels committed to the goals of the association shall be entitled to become a member.
2. Individuals, associations or institutions can submit an application for extraordinary members if, through such membership, their competence and experience can be expected to promote the goals of the association.
3. Applications for membership shall be submitted in writing to the association's business address. The Board shall decide on acceptance of an application with a 3/4 majority.
Section 5 Members' rights and obligations, membership fees
1. All ordinary members shall have equal rights as well as full active voting rights for the association's election functions. Ordinary members or their representatives, in as far as such representatives are individuals, shall have passive voting rights pursuant to section 8 (7). Each ordinary member shall have one vote in elections and votes. Extraordinary members shall not have any voting rights.
2. Ordinary members and extraordinary members shall be entitled to submit motions to the annual general meeting.
3. Members shall be obliged to support the association in its aims and to implement the resolutions adopted within the scope of such aims. Members shall also be obliged to pay their membership fees when due.
4. The amounts of such membership fees, amendments thereto and payment rules shall be subject to the membership fee rules adopted by the annual general meeting. If a member fails to pay the annual membership fee when due, despite being reminded twice, such member's membership rights shall be suspended until the annual membership fee has been paid in full.
Section 6 Termination of membership
1. All members shall be entitled to terminate their membership with 6 weeks' notice effective as of the end of month.
2. Membership shall automatically expire at the time of a member's death, or, in the case of legal entitles and organisations, as soon as the preconditions for membership cease to apply.
3. With a majority of 3/4 of the votes represented, members may be excluded for the following reasons:
- Gross or repeated violation of the statutes
- Violation of the joint interests of the members or of the association
- Failure to pay membership fees despite two reminders
4. Objections to exclusion shall be submitted to the association's office no later than four weeks following receipt of the letter of exclusion. A decision regarding such objection shall then be made at the next annual general meeting. Rejection of such letter of exclusion shall require a majority of 3/4 of the votes represented.
Section 7 Bodies of the association
The bodies of the association shall be:
1. The annual general meeting
2. The Board
Section 8 Annual general meeting
1. The annual general meeting shall be the supreme decision-making body of the association. It shall be convened at least once a year within the first six months of the year. Extraordinary annual general meetings shall also be permitted.
2. Invitations to annual general meetings shall be issued in writing by the Board with at least three weeks' notice and shall include details of the agenda.
3. Proposals for the agenda and motions to the annual general meeting shall be submitted in writing to the Board no later than one week prior to the day on which the annual general meeting is to take place. With a view to agenda proposals and motions, which were not announced with the agenda, voting shall be possible if the majority of the members present are in favour of such a procedure and affirm the urgency of the matter.
4. The annual general meeting shall be chaired by the Chairman of the Board and by his/her deputy. Resolutions shall be recorded by the chairman of the meeting and by the keeper of the minutes.
5. Unless the statutes contain anything to the contrary, resolutions by the annual general meeting shall require a simple majority of the votes present. In the event of a tie, the vote by the chairman of the meeting shall be decisive.
6. Resolutions regarding amendments to the statutes, business or membership fee rules shall require a 3/4 majority. A resolution to dissolve the association shall require at least 3/4 of the votes and shall include a resolution regarding the use of existing funds. The annual general meeting shall constitute a quorum with regard to the aforementioned decisions if at least 50% of the votes of the ordinary members are represented.
7. Ordinary members may be represented by a legal representative, an authorised signatory, a holder of written power of attorney or any other member with written power of attorney. No member shall be entitled to represent more than one member.
Section 9 Board
1. The Board shall conduct the association's business on behalf of the annual general meeting. The Board shall be made up of at least four authorised representatives from member companies who shall be elected by the ordinary annual general meeting. The members of the Board do not necessarily need to be members of the association as individuals.
2. The Board shall be legally represented within the meaning of Section 26 of the German Civil Code [§26 BGB] by two of its members. The Board shall elect the chairman and his/her deputy from the members elected to the board.
3. Appointment to the Board shall terminate when the term of office expires, when a member is dismissed by the annual general meeting, when a member submits notice of resignation in writing to the association's office or when the member represented by such member of the Board withdraws power of representation. The term of office shall expire after the end of the first ordinary annual general meeting which takes place in the second year after the member was appointed to the Board.
4. The members of the Board shall perform their work on a voluntary basis. The Board shall be entitled to appoint a management body to handle day-to-day business and to perform the tasks of the association. The Board shall enter into employment agreements with the management body which may also determine remuneration for management. Management shall receive its instructions from the Board and shall be responsible for its activities. Management shall attend all meetings of the association's bodies. The Board and management shall treat as confidential any information disclosed to them regarding the members of the Board as well as business documents.
Section 10 Other units of the association
1. The annual general meeting and the Board shall be entitled to appoint steering committees and working groups to qualify the work performed by the association. These units report on their work to the Board and to the annual general meeting.
2. Details of such work and the make-up of such other units shall be determined in the rules of procedure to be adopted by the annual general meeting.
Section 11 Budget and auditing
1. The Board shall be obliged to present at the annual general meeting a statement of accounts for the previous year as well as a proposed budget for the coming year.
2. Prior to being presented, the income and expenditure reported in the statement of accounts shall be audited by an auditor to be appointed by the annual general meeting. The result of such audit shall be made known to the annual general meeting.