Articles of Association
I. General Provisions
§ 1 Purpose of Association
- The purpose of the GfK Verein 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 GfK Verein may utilize funds for the purposes of research benefiting the general public.
- The GfK Verein shall seek close cooperation with all relevant domestic and international research institutions, and in particular, with the Friedrich-Alexander-University of Erlangen-Nuremberg.
- The GfK Verein shall make available to students its library and generally accessible databases.
- The GfK Verein shall support the education of consumer, market and sales researchers, and the training of management personnel.
- In line with the purpose of the GfK Verein, it may acquire commercial businesses in order to gain practical knowledge for market research fundamentals.
§ 2 Name, Registered Address and Legal Status
- The name of the association is GfK-Nürnberg, Gesellschaft für Konsum-, Markt- und Absatzforschung e.V. (the GfK Verein).
- The GfK Verein’s registered address is in Nuremberg, where it is entered in the Nuremberg Commercial Register.
- The GfK Verein uses the calendar year as its fiscal year.
§ 3 Membership
- Private individuals, companies, trade associations and other associations, including any type of market-regulating association in addition to public bodies may become regular members of the GfK Verein. Applications for membership must be submitted in writing to the Executive Board of the GfK Verein, which will make the final decision.
- Upon the proposal of the Members’ Council and Executive Board, the General Assembly may grant an associate membership. Prerequisite for an associate membership is shared interest in the GfK Verein’s purpose and exceptional accomplishments on an academic level and in practice.
- 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 GfK Verein as of the date the resignation becomes effective.
§ 4 Honorary Membership
Upon the joint request of the Members’ Council and the Executive Board, the General Assembly may grant honorary membership to individuals for outstanding services to the GfK Verein. Honorary members have the same rights as regular members but are exempt from membership subscriptions pursuant to §5. Honorary membership can be revoked for cause.
§ 5 Membership Subscriptions
Regular members shall pay the minimum subscription fee as determined by the Ordinary General Assembly. This amount shall be payable to the GfK Verein within one month of an invoice being submitted.
§ 6 Financing and Utilization of Funds
- The GfK Verein is financed by membership subscriptions, donations, income from shareholdings in companies and other sources of income.
- Any profits made shall be used solely for purposes that correspond with the Articles of Association. No dividends will be paid out to members, nor shall their membership entitle them to any financial benefit from funds held by the GfK Verein.
II. Provisions Pertaining to the GfK Verein’s Boards
§ 7 Boards
The GfK Verein shall have the following boards:
> the General Assembly (§ 8),
> the Executive Board (§ 10) and
> the Members’ Council (§ 11).
§ 8 General Assembly
- The General Assembly consists of all the GfK Verein members.
- The General Assembly is responsible for the following actions
a) Determining membership subscription fees,
b) Electing and dismissing members of the Executive Board and the Members’ Council in addition to determining the remuneration of the Members’ Council,
c) Ratifying the actions of the Executive Board and the Members’ Council,
d) Amending the Articles of Association and purpose of the GfK Verein,
e) Appointing Honorary Presidents (§ 12) and granting honorary membership (§ 4),
f) Dissolving or merging the GfK Verein
- The General Assembly may resolve matters which are within the responsibility of the Executive Board or the Members’ Council exclusively upon request by either of these two bodies.
§ 9 General Assembly: Calling of Meetings and Resolutions
- An Ordinary General Assembly shall be held once every calendar year, at which the annual report of the GfK Verein 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.
- An Extraordinary General Assembly (EGA) may be called at any time by the Chairperson or two Vice-Chairpersons, should this be deemed necessary in the interests of the GfK Verein. EGAs shall be called by the Chairperson or two Vice-Chairpersons if the Members’ Council or at least 20% of GfK Verein members requested this in writing, stating their purpose and reasons pursuant to § 126b of the German Civil Code (BGB).
- The invitation shall be issued in written form with at least two weeks’ notice pursuant to § 126b BGB. The notice period shall run from the date after mailing the invitation. The invitation shall provide the time and place of the meeting, as well as the agenda. The letter of invitation shall be considered formally received if it is sent to the member’s most recent address, as provided by them in writing to the GfK Verein. Additionally, the invitation may be published on the GfK Verein website.
- 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 pursuant to § 126b BGB, 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 Chairperson of the General Assembly shall appoint a secretary and shall determine the method of voting.
- Each member shall have a vote in the General Assembly. Any member may authorize in writing another member to participate in the General Assembly and exercise their right to vote. Evidence of such proxy must be provided. The General Assembly has a quorum irrespective of the number of members present.
- The resolutions of the General Assembly shall be passed by simple majority of the votes where the Articles of Association do not otherwise require an overall majority. In order to pass resolutions on amendments to the Articles of Association, a majority of three-quarters of the vote is required.
- Minutes of the resolutions passed by the General Assembly must be taken, which are to be signed by the presiding Chairperson of the General Assembly and the secretary and which shall be filed by the secretary.
§ 10 Executive Board
- The board of the GfK Verein as stipulated in § 26 BGB is referred to as "Executive Board". The Executive Board represents the GfK Verein judicially and extra-judicially. Its role is that of a legal representative. The GfK Verein is represented by two separate members of the Executive Board. The members of the Executive Board are only liable for intentional and gross negligence.
- The Executive Board of the GfK Verein consists of a presiding Chairperson and no fewer than two and no more than four Vice-Chairpersons (collectively "members of the Executive Board"). The Chairperson and the other members of the Executive Board are elected by the General Assembly for a duration of five years. Upon expiration of their term in office, Executive Board members shall continue in their role until the date of the next General Assembly. Executive Board members may only be dismissed for cause. This may in particular include dereliction of duty or incapacity to exercise orderly management functions.
- The Executive Board and the Members’ Council shall make a joint proposal for the election of Executive Board members. Election proposals for the Executive Board shall be made by the members at least one week before the General Assembly.
- The Executive Board shall be responsible for all matters that are not explicitly assigned to another board of the GfK Verein. It manages the GfK Verein’s affairs 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, as well as procedures governing Executive Board meetings and resolutions.The Chairperson of the Members’ Council shall regularly participate in the Executive Board meetings.
- Management of the GfK Verein’s ongoing affairs may be transferred to one or two members of the Executive Board by resolution of the Executive Board ("Managing Director(s) of the Executive Board"). The resolution shall be passed with a simple majority, whereby the member of the Executive Board who is standing for election is not entitled to vote. The details of the duties of a Managing Director of the Executive Board are stipulated in the rules of procedure for the Executive Board. The Executive Board may dismiss Managing Directors of the Executive Board by resolution with a simple majority, whereby the member of the Executive Board concerned is not entitled to vote.
- Remuneration of Executive Board members is determined by the Members’ Council. The Members’ Council may also agree GfK Verein contracts with Executive Board members.
- 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 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) All regulations (in particular sale and pledge) on GfK Verein participations and the rights associated with this, including underlying contractual transactions;
b) Approval for resolutions by General Assemblies and shareholders’ meetings on GfK Verein participations for which legally a three-quarters capital majority or three-quarters majority of votes or larger majorities are specified;
c) All other actions which require approval as specified by the Executive Board’s rules of procedure.
- If approval is not granted pursuant to paragraph 9, the Executive Board can seek a ruling by way of General Assembly. Approval granted by General Assembly supersedes that of the Members’ Council.
§ 11 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. Moreover, the Members’ Council is responsible for determining the remuneration of the members of the Executive Board in addition to agreeing, amending and revoking GfK Verein contracts with members of the Executive Board, and for granting consent for transactions and resolutions of the Executive Board where the Articles of Association or the rules of procedure for the Executive Board provide for this. The Members’ Council is liable solely for intent and gross negligence.
- The Members’ Council consists of no fewer than four and no more than ten members to be elected by the General Assembly for five-year terms. The General Assembly shall also determine the number of members and any required remuneration. Upon expiration of their term in office, members of the Members’ Council shall continue in their role until the date of the next General Assembly.
- Members of the Members’ Council shall be experienced in the management of commercial businesses and/or management of participations.The Executive Board shall nominate candidates for the Members’ Council.
- The GfK Verein annual financial report shall be prepared by the Executive Board and thereafter be promptly submitted to the Members’ Council. 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. In this case, 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 annual budget of the GfK Verein – set by the Executive Board – must be presented to the Members’ Council immediately after being agreed. The Members’ Council must be informed by the Executive Board on significant intrayear alterations to the annual budget.
- The Members’ Council has information rights and the right to inspect the GfK Verein accounts and records in order to fulfil its obligations.
- The Members’ Council is obliged to issue rules of procedure for its internal organization including regulations regarding preparation and implementation of negotiations and passing resolutions. The Executive Board shall regularly participate in meetings of the Members’ Council.
§ 12 Honorary Chairs
The General Assembly shall be authorized to appoint honorary Chairpersons as jointly proposed by the Executive Board and the Members’ Council.
§ 13 Amending the Articles of Association
- Amendments to the Articles of Association are to be agreed at the General Assembly and require a majority of three quarters of the submitted votes.
- The Executive Board has the right to carry out editorial amendments to the Articles of Association without the approval of the Members’ Council.
§ 14 Dissolution and Merger
- In order for the GfK Verein to be dissolved or merged, a resolution must be passed by a three-quarters majority vote of all the members of the General Assembly, failing which, a new General Assembly may be called, whereby a three-quarters majorityof all valid votes will prove decisive.
- In the event that the GfK Verein is dissolved, the assets shall be transferred and assigned to the city of Nuremberg, which shall be obliged to use these assets to achieve the prior purpose of the GfK Verein to the fullest possible extent.