The Statute of the Society for Adaptive Organisations

The official version of the Statute is the one in German. What follows is a non-official translation.

Version as adopted by the founding meeting on 8 May 2025.

Preamble

We help European companies become more customer-focused, effective and resilient. To this end, we bring together the best European trainers, coaches and consultants under one roof.

Our certificates for individuals and companies stand for the highest level of qualification in the context of successful product and organisational development. Our association stands for exceptional quality in these areas.

The association is committed to the free democratic basic order and opposes extremist, racist and xenophobic ideas. People who do not share this idea of tolerance cannot become or remain members of the association. Membership in an organisation with an extremist orientation is not compatible with membership in the association.

I. Name, registered office, financial year and purpose

§ 1 Name, registered office, financial year

  1. Management consultants and their companies in Europe form a working group under the name “Association for Adaptive Organisations”.
  2. The association is to be entered in the register of associations. Upon registration, it will bear the suffix “e. V.”.
  3. The association is based in Munich.
  4. The place of jurisdiction is Munich.
  5. The financial year is the calendar year.

§ 2 Purpose

The association’s task is to protect and promote all common interests of the companies and individuals affiliated with it. It shall cooperate with other organisations in this regard.

§ 3 Core activities

  1. The association serves the common interests of the affiliated companies and individuals and does not compete with them.
  2. The association has the following main tasks:
    • Ensuring the quality of training and further education
    • Developing and updating certification programmes
    • Conducting examinations and assessments
    • Issue recognised certificates and accreditations
    • Networking trainers
    • Representing interests to business and the public
    • Define and review ethical standards and codes of conduct

II. Membership

§ 4 Membership

  1. Membership is voluntary.
  2. Individuals who are accredited as trainers by the association can become members.
  3. Companies and individuals who support the objectives of the association and are not eligible for membership under § 4 2. may become supporting members. The provisions of these Articles of Association apply to supporting members with the following proviso: a. they have the right to speak at the general meeting but no voting rights, b. they are not entitled to membership of the Executive Board, but may participate in Executive Board meetings in an advisory capacity upon resolution of the Executive Board, c. they cannot request the convening of an extraordinary general meeting.
  4. If a member has not paid any membership fees for two consecutive years, their membership shall be suspended until membership fees are paid again. A suspended member has no voting rights in the association.

§ 5 Admission

  1. Applications for admission to the association must be addressed to the executive committee.
  2. The executive committee shall decide on applications for admission.
  3. An appeal against a decision of the executive committee may be lodged within six weeks of notification. The general meeting shall make the final decision on the appeal.

§ 6 Rights and obligations of members

  1. Every member has the right to use the facilities of the association and to claim its support within the scope of the association’s statutory tasks.
  2. All members are obliged to promote the purpose of the association, to comply with the statutes and all rules and regulations derived therefrom as well as with the decisions of the organs, to observe the regulations and deadlines set by the general meeting in the membership fee regulations, to submit the necessary information for determining membership fees in a timely manner upon request, and to pay membership fees and other fees in a timely manner.
  3. Members are obliged to support the association in the performance of its statutory tasks.

§ 7 Resignation, expulsion

  1. Membership shall end upon death, or in the case of legal entities, upon their dissolution, resignation or expulsion.
  2. Resignation must be declared in writing to the executive committee.
  3. Resignation from the Association is only permissible at the end of a financial year. The declaration of resignation must be sent to the Executive Board at least one month before the end of the financial year.
  4. The Executive Board may expel a member if it violates the provisions of these Articles of Association, in particular if it fails to pay its contributions and fees or seriously damages the reputation of the Association.
  5. Within six weeks of receiving the exclusion decision, the member may lodge an appeal with the general meeting. The appeal shall have suspensive effect. Membership rights shall be suspended during this period.

§ 8 Claims at the end of membership

A member who resigns from or is excluded from the association shall have no claim to the association’s assets. Likewise, there shall be no claim to a refund of membership fees already paid, not even on a pro rata basis.

§ 9 Contributions

The costs of the association are covered by membership fees and certification fees paid by the members. Members are obliged to pay the membership fees and certification fees. Further details are set out in the membership fee regulations.

III. Organs of the association

§ 10

The organs of the Association are:

a. the General Meeting b. the executive committee c. the management

III. - A. The General Meeting

§ 11

  1. The general meeting consists of the members.
  2. The members exercise their voting rights. A power of representation may be granted in writing.
  3. Each member has one vote.

§ 12

  1. The general meeting is responsible: a. for matters of fundamental importance, b. for the election of the executive committee c. for approving the budget and the membership fee regulations, d. for the discharge of the bodies mentioned in § 10 a, b, c, e. for amending the Articles of Association, f. for the dissolution of the association, g. for other tasks assigned to it in these Articles of Association.
  2. The annual general meeting is convened by the executive committee.
  3. The Executive Board may convene extraordinary General Meetings. It must convene such meetings if one quarter of the members submit a written request to the management stating the purpose of the meeting.
  4. The Executive Board is authorised to provide that members may participate in the General Meeting without being present at the venue and without a proxy and may exercise all or some of their rights in whole or in part by means of electronic communication (electronic participation). Furthermore, the Executive Board is authorised to allow members who are neither present nor represented at the General Meeting to cast their votes in writing or by electronic means (postal vote). The authorisation of the Executive Board extends to regulating the scope and procedure of electronic participation or postal voting in detail. The admission of electronic participation and/or postal voting and the regulations adopted for this purpose must be announced in the notice convening the general meeting. A resolution of the general meeting by means of electronic participation or postal voting does not require the consent of the members.
  5. The Executive Board is authorised to stipulate that an ordinary or extraordinary General Meeting shall take place exclusively by electronic means (online meeting) and to regulate the procedure for the online meeting in detail. The online meeting and the regulations adopted for it shall be announced in the notice convening the general meeting. The holding of an online meeting does not require the consent of the members.

§ 13

Invitations to meetings must be sent by post or electronically at least 14 days in advance. In special cases deemed urgent by the Executive Board, this period may be reduced to three days. Resolutions on items not included in the agenda and on motions not received by the management in writing at least three days before the date of the meeting may only be passed if the meeting agrees to this by a two-thirds majority of those present.

III. - B. The Executive Board

§ 14

  1. The Executive Board consists of at least three and at most seven persons. They form the Executive Board within the meaning of § 26 BGB (German Civil Code). The members of the Executive Board work in an honorary capacity.
  2. The members of the Executive Board are authorised to represent the association individually.
  3. No more than one-third of the members of the Executive Board may work for the same company.

§ 15

  1. The Executive Board is responsible for all matters concerning the Association, unless these are reserved for other bodies by law or the Articles of Association. In particular, the Executive Board decides on the guidelines for the work of the Association.
  2. It has the right to instruct the bodies of the Association to carry out tasks that it considers essential. It may set up permanent and temporary committees for specific tasks and determine their composition.
  3. The Executive Board shall ensure that the work of the committees is in line with the general objectives of the Association.
  4. It may adopt rules of procedure for itself.
  5. The Executive Board is also responsible (alongside the General Meeting) for amendments to the Articles of Association which, in the opinion of the Register of Associations or the competent tax office for corporations, are necessary for the registration of the Association or for the (further) recognition of the Association as a non-profit organisation. These must be communicated to the members without delay, at the latest with the invitation to the next General Meeting.

III. - C. Management

§ 16

  1. A management shall be established under the direction of one or more managing directors to handle the day-to-day business of the Association. The members of the management shall have power of representation within the meaning of Section 30 of the German Civil Code (BGB) with regard to the tasks assigned to them.
  2. The managing directors shall be appointed and dismissed by the Executive Board. The Executive Board shall also decide on the conclusion, amendment, termination or other termination of employment contracts with managing directors.

IV. Common provisions for meetings of the organs

§ 17

  1. Unless otherwise provided by law or the Articles of Association, decisions shall be taken by a simple majority of the votes cast. In the event of a tie, the motion shall be rejected.
  2. A three-quarters majority is required for amendments to the Articles of Association.
  3. Elections shall only be held by secret ballot if this is requested by a majority of the members present or represented who are entitled to vote.
  4. Resolutions may also be passed in writing or electronically. The provisions of the law or the Articles of Association regarding the majority required for the resolution remain unaffected by this. Members must be informed of the result of the resolution without delay.

§ 18 Minutes

Minutes containing the resolutions shall be kept of the general meetings and the meetings of the other organs of the Association and shall be communicated to the members within four weeks.

V. Dissolution of the association

§ 19 Resolution

Resolutions of the general meeting on the dissolution of the association require a majority of three quarters of the votes cast. The meeting shall only have a quorum for the dissolution if at least three quarters of the members are represented. If this requirement is not met, a general meeting to be convened four weeks later shall decide on the dissolution; at this meeting, a majority of three quarters of the votes cast shall be sufficient for the dissolution.

§ 20 Winding up

In the event of the dissolution of the Association, the Executive Board shall wind up its affairs. The remaining assets shall be used in accordance with the resolution of the last General Meeting.