STATUTES OF MMM-CLUB E.V.

Section 1 Name, Registered Office, Financial Year

(1) The Club has the name “MMM-Club (Moderne Markt-Methoden) e.V.”
(2) The registered office of the Club is Wettenberg.
(3) The Club acquires full legal capacity upon registration in the Register of Associations.
(4) The financial year is the calendar year.

Section 2 Purpose of the Club

(1) The Club is a platform for the exchange of experience concerning modern retail and market methods for the purpose of promoting a progressive consumer supply chain. It is concerned with current developments in the consumer goods industry.

(2) The Club organises congresses, seminars and study trips, and passes on professional contacts. It may also award study contracts to universities and promote their students.

(3) All companies and entrepreneurs from retail, industry and the associated economic sectors may get involved in the objectives of the Club.

(4) The Club pursues non-profit purposes.

(5) Club funds must be used strictly for the purposes laid down in these Statutes. Club members, in their capacity as members, do not receive grants or profit shares from the Club’s funds.

Section 3 Membership

(1) Membership is open to any natural person or legal entity that is interested in an exchange of experiences concerning modern market and retail methods and is, or will be, attending Club functions.

(2) Membership may be acquired by application in writing and is granted at the discretion of the Executive Committee, to be confirmed in writing.

(3) Membership expires

a) with the death of a natural person or the disbanding of a legal entity.

b) upon a member’s resignation, directed in writing to the Club administration and sent by registered mail at least three months prior to the end of the financial year.

c) by exclusion. If a member has damaged the Club’s reputation and interests, or has bankruptcy or insolvency proceedings instituted against its assets, the member may be excluded upon decision by the Executive Committee. The member in question must be given opportunity to present its defence before the Executive Committee votes on termination of membership. Proposals for exclusion may be submitted by any member. The member in question must be notified of the decision in writing. The member has the right, within one month of notification, to appeal the decision at the next Members’ Assembly. All membership rights are suspended in the meantime.

d) Resigned or excluded members have no legal claim to any part of the Club assets.

Section 4 Rights of members

In particular, members have the right

1. to attend the Members’ Assembly and to exercise the rights of the Members’ Assembly granted by operation of law or these Statutes;

2. to attend all Club events open to members (including family members of natural persons or of the relevant delegates of legal entities), unless the limit of attendees is reached and the event is fully booked.

3. to enquire with the Club administration about any Club purposes as stated in Section 2.

Section 5 Bodies

The bodies of the Club are:

1. the Executive Committee

2. the Members’ Assembly

3. the Advisory Council

Section 6 The Executive Committee

(1) The Executive Committee of the Club is called the Board and is constituted of a chair, two vice chairs and at least three ordinary Board members, all of whom are elected by the Members’ Assembly. By resolution of the Board, the chair may hold a full-time office, otherwise the affairs of the Club are administered in an honorary capacity.

(2) In accordance with Section 26 of the German Civil Code [BGB], the Club is represented jointly in and out of court by two of the three chairs/vice chairs.

(3) Resolutions of the Board are passed by a majority vote. Member personally affected by a resolution have no vote.

(4) The members of the Board are elected for a three year term. In case of an early vacancy, a replacement must be elected for the remainder of the term at the next Members’ Assembly.

(5) The Board adopts its own rules of procedure.

Section 7 Members’ Assembly

(1) The Members’ Assembly is convened once a year.

(2) Invitations to the members are issued in writing at least two weeks in advance and must contain the agenda.

(3) The foregoing notwithstanding, the Board must convene a special Members’ Assembly in accordance with Section 37 (1) BGB, whenever the interests of the Club so require.

(4) The Members’ Assembly is chaired by the Club chair or, in his or her absence, by one of the vice chairs. If the vice chairs are also unable to attend, it is chaired by another member of the Board.

(5) The Members’ Assembly votes on the items included in the agenda. The Members’ Assembly may also decide to include in the agenda any other points for discussion to be raised under “Miscellaneous”. (6) In particular, the Members’ Assembly has the following powers and responsibilities:

a) election of the Board,

b) adoption of the annual report and accounts of the Board,

c) formal approval of the actions of the Board,

d) resolution on amendments to the Statutes, which require a three quarters majority of those present,

e) resolution on membership fees

f) decision on appointing expert committees

g) dissolution of the Club

(7) The Members’ Assembly has a quorum regardless of the number of members present.

(8) To the fullest extent permitted by law and these Statutes, resolutions of the Members’ Assembly are taken by open ballot with a simple majority. Secret ballots may be decided by a simple majority of the votes cast.

(9) Resolutions passed at the Members’ Assembly are recorded in minutes, to be signed by the Assembly chairman.

(10) With the consent of all members of the Club, resolutions may be passed in writing and Members’ Assemblies may be convened without notice period or any other formalities.

Section 8 Advisory Council

(1) The Advisory Council acts in an advisory and supporting capacity to the Club. The Advisory Council is composed of at least three members, which may be extended at any time by resolution of the Board.

(2) The role of the Advisory Council is to support the Club in the exercise of its purposes in the long term and in taking appropriate steps.

(3) The members of the Advisory Council may not be members of the Club.

(4) Members of the Advisory Council are appointed by the Board for a three-year term.

(5) The members of the Advisory Council may appoint a chairman and a vice chairman from among its members.

(6) The Advisory Council meets at least once a year.

(7) The members of the Advisory Council receive an expense allowance, to be determined by the Board

Section 9 Dissolution

(1) The Club may be dissolved by the Members’ Assembly with a three quarters majority of the votes cast. At least two thirds of the members must be present.

(2) If the Club is dissolved or ceases to exist, or if the pursuit of its declared purpose is frustrated, the assets of the Club must be given to a charitable institution having objects similar or the same as set out in Section 2.

The Club Statutes can be downloaded as a PDF file here (PDF / 77.64 KB).