Articles of Association
I. General Provisions
§ 1 Purpose of Association
- The purpose of the association is to engage in domestic and international consumer, market and sales research of both a specific and general nature in all areas of business, and to analyze the results for academic and practical purposes.
- The association may utilize funds for the purposes of research benefiting the general public.
- The association shall seek close cooperation with all relevant domestic and international research institutions, and in particular, with the Friedrich-Alexander-University of Erlangen-Nuremberg.
- The association shall make available to students its library and generally accessible databases.
- The association shall support the education of consumer-, market- and sales-researchers, and the training of management personnel.
- In line with the purpose of the Articles, the association may acquire for profit businesses in order to gain practical knowledge for market research fundamentals.
§ 2 Legal Status
- The name of the Association is GfK-Nürnberg, Gesellschaft für Konsum-, Markt- und Absatzforschung e.V. (the “Association”).
- The Association’s registered address is in Nuremberg, where it is entered in the Nuremberg Commercial Register.
- The Association’s fiscal year is the calendar year.
§ 3 Membership
- Private individuals, companies, business and other associations, including any type of associations which regulate markets and governmental agencies may become regular members of the Association. Applications for membership must be submitted in writing to the Executive Board of the Association, which will make the final decision.
- Upon the Advisory Board’s and Executive Board’s proposal, the General Assembly may grant an associate membership. Prerequisite for an associate membership is shared interest in the Association’s purpose and exceptional accomplishments on the academic level and in practice.
- Upon the joint request of the Advisory Board and the Executive Board, the General Assembly may grant honorary membership to individuals for outstanding services to the Association.
- The membership shall be terminated as a result of death or written notice of resignation. The Executive Board may terminate a membership for cause. The notice period for the resignation shall be three months to the end of the calendar year. A member loses all rights with respect to the Association as of the date the resignation becomes effective.
§ 4 Membership Subscriptions
Regular members shall pay the minimum subscription fee as determined by the Ordinary General Assembly. This amount shall be payable to the Association within the first month of the fiscal year.
§ 5 Utilization of Funds
Any profits made shall be used solely for purposes that correspond with the Articles. Members shall not receive any profit participation, nor shall their membership entitle them to any financial benefit from the Association’s funds.
II. Provisions Pertaining to the Association’s Boards
The Association shall have the following boards:
> the Executive Board,
> the Advisory Board,
> the Members’ Council,
> the General Assembly.
§ 7 Executive Board
- The Executive Board of the Association consists of a presiding Chair and a minimum of two and maximum of four Vice-Chairpersons. The Executive Board and the Advisory Board shall jointly propose members for election to the Executive Board, with the candidates nominated to be submitted to the Executive Board at least one month prior to the General Assembly.
- The Chair and other members of the Executive Board shall be elected by the General Assembly for five-year terms. Upon expiration of their term, officers of the Executive Board shall continue to hold their office until the date of the next General Assembly.
- The Executive Board shall be responsible for all matters that are not explicitly assigned to another board of the Association. It manages the affairs of the Association in pursuit of its purpose.
- The Executive Board shall establish and comply with its own internal regulations which will provide for the particular areas of responsibility of each Executive Board member, the internal information and cooperation obligations, and its decision-making procedures. Management of the Association’s business may be assigned to one member of the Executive Board (Managing Director of the Executive Board). The Members’ Council is authorized to offer an employment agreement to the Managing Director of the Executive Board.
- The Executive Board shall represent the Association both in court proceedings and all other matters as the Association’s legal representative. In each instance, the Association shall be represented by two members of the Executive Board. The Managing Director of the Executive Board shall be duly authorized by the other members of the Executive Board to manage those aspects of the Associations business affairs which are set foth in the Association’s internal regulations.
Any transaction that does not fall within the area of responsibility of the Managing Director of the Executive Board will be decided by the Executive Board by a majority vote. In the event of a deadlock, the Chairperson shall have the deciding vote. The Chairperson or two members of the Executive Board shall also be entitled at any time to request that matters which do not normally fall within the area of responsibility of the Executive Board shall be resolved by the Executive Board in this manner.
- The consent of the Members’ Council is required for the following actions by the Executive Board:
a) the sale of GfK SE shares;
b) the approval of resolutions passed by the General Assembly of GfK SE for which, under the German Stock Corporation Act, a ¾ majority or ¾ of the vote or a greater majority is required;
c) all other actions which require approval as specified by the bylaws of the Executive Board.
§ 8 The Advisory Board
- The Advisory Board shall consist of a minimum of ten and a maximum of thirty members to be elected by the General Assembly for five-year terms. The General Assembly shall also determine the number of members. Members of the Advisory Board shall be individuals with experience in managing companies or in the area of consumer, market and sales research. At least two members of the Members’ Council shall be elected to the Advisory Board. The Executive Board shall propose candidates for the Advisory Board and the Advisory Board shall be heard with respect to this proposal. Upon expiration of their term, members of the Advisory Board shall continue to hold their office until the date of the next General Assembly.
- The Advisory Board shall advise the Executive Board and the Members’ Council with respect to the conduct of their business.
- The Advisory Board may define its own internal regulations, including those pertaining to the preparation and conduct of any negotiations and decisions to be resolved.
§ 9 Members’ Council
- The Members’ Council shall consist of a minimum of four and a maximum of ten members to be elected by the General Assembly for five-year terms. The General Assembly shall also determine the number of members. Members of the Members’ Council shall be individuals with experience in managing companies. The Executive Board shall nominate candidates for the Members’ Council.
- The Members’ Council shall advise the Executive Board on exercising its rights and the preservation of its interests that arise from its stake in GfK SE.
- The Members’ Council shall be responsible for issuing formal approval of business transactions and resolutions passed by the Executive Board to the extent required by the Articles or the internal regulations of the Executive Board.
- The annual financial report of the Association is prepared by the Executive Board and shall be submitted to the Members’ Council upon completion thereof. The Members’ Council may request an audit of the annual financial report by certified public accountants and that an audit report be prepared according to the terms of applicable general accounting principles. The Members’ Council shall select and engage the auditors. If no external audit is conducted, the annual financial statements shall be audited by the Members’ Council and the written results of the audit submitted to the General Assembly.
- The Members’ Council is entitled to review and inspect all books and records of the Association having the same rights of information and disclosure as a Advisory board (Aufsichtsrat) of a German corporation (Aktiengesellschaft).
- The Members’ Council may define its own internal organizational rules and regulations regarding the preparation and execution of negotiating and passing resolutions.
§ 10 General Assembly
- Every member of the General Assembly has one vote. Members can appoint another member in writing to participate and vote by proxy in the General Assembly. Evidence of such proxy must be provided.
- The General Assembly may:
a) determine the membership subscription fee,
b) elect and terminate members of the Executive Board, the Advisory Board and the Members’ Council,
c) ratify the actions of the Executive Board and the Members’ Council,
d) amend the Articles and the purpose of the Association,
e) appoint honorary Chairpersons and grant honorary memberships,
f) dissolve and merge the Association.
- Upon the request of the Executive Board or the Members’ Council, the General Assembly may resolve matters which are within the responsibility of the Executive Board or the Members’ Council.
§ 11 General Assembly: Calling of Meetings and Resolutions
- An Ordinary General Assembly shall be held once every calendar year, at which the Association’s annual report and financial statements prepared by the Executive Board shall be submitted, and a resolution ratifying the actions of the Executive Board and the Members’ Council shall be passed.
- In the interest of the Association, special General Assemblies may be called at any time by the Chairperson or two Vice-Chairpersons. Special General Assemblies shall be called by the Chairperson or two Vice-Chairpersons if the Members’ Council or at least 20% of the members of the Association requested this in writing, stating their purpose and reasons.
- The invitation shall be issued in written form with at least two weeks notice. The notice period shall run from the date after mailing the invitation. The invitation shall provide for the time and place, as well as the agenda. The letter of invitation shall be considered formally received if it is sent to the members’ most recent address, as provided by them in writing to the Association.
- The Executive Board shall decide on the agenda of the General Assembly. Proposals from members shall be submitted in writing to the Executive Board at least one week prior to the date of the General Assembly, together with a brief explanation of the reason for the proposal.
- The General Assembly shall be chaired by the Chairperson or other individual appointed by the Executive Board. The presiding Chair of the General Assembly shall appoint a secretary to record and keep minutes and shall determine the method of voting.
- The resolutions of the General Assembly shall be passed by simple majority of the votes. ¾ of the vote is necessary in order to pass resolutions on amendments to the Articles of Association.
- Minutes of the resolutions passed by the General Assembly must be signed by the presiding Chair of the General Assembly and the secretary and shall be filed by the secretary.
§ 12 Honorary Chairpersons
The General Assembly shall be authorized to appoint honorary Chairpersons as jointly proposed by the Executive Board and the Members’ Council.
§ 13 Dissolution and Merger
- In order for the Association to be dissolved or merged, a resolution must be passed by a ? majority vote of all the members of the General Assembly, failing which, a new General Assembly may be called, which shall resolve by simple majority.
- In the event of a dissolution of the Association, the assets shall be transferred and assigned to the city of Nuremberg, which shall be obliged to use all of these assets to the extent possible, to achieve the prior purpose of the Association.