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 8th 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 Society stands for exceptional quality in these areas.

The Society 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 Society. Membership in an organisation with an extremist orientation is not compatible with membership in the Society.

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 ‘Society for Adaptive Organisations’.
  2. The Society shall be entered in the German register of Societies. Upon registration, it shall bear the suffix “e. V.”.
  3. The Society has its registered office in Munich.
  4. The place of jurisdiction is Munich.
  5. The financial year is the calendar year.

§ 2 Purpose

The Society’s purpose is to protect and promote all common interests of the companies and individuals that are members of the Society. It will cooperate with other organisations in this regard.

§ 3 Core activities

  1. The Society serves the common interests of its member companies and individuals and does not compete with them.
  2. The Society 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 educators
    • Representing interests vis-à-vis the business community and the public
    • Defining and reviewing ethical standards and codes of conduct

II. Membership

§ 4 Membership

  1. Membership is voluntary.

  2. Individuals who are accredited as educators by the Society may become members.

  3. Companies and individuals who support the objectives of the Society and are not eligible for membership under paragraph 2 may become supporting members. The provisions of these Articles of Society shall 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 committee, but may participate in executive committee meetings in an advisory capacity upon resolution of the executive committee,

    c. they may not 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 shall have no voting rights in the Society.

§ 5 Admission

  1. Applications for admission to the Society must be addressed to the executive committee.
  2. The executive committee shall decide on applications for admission.
  3. An appeal may be lodged against a decision of the executive committee within 6 weeks of notification. The general meeting shall make a final decision on the appeal.

§ 6 Rights and obligations of Members

  1. Every member has the right to use the facilities of the Society and to claim its support within the framework of the Society’s statutory duties.
  2. All members are obliged to promote the Society’s purpose, comply with the Statutes and all regulations derived from them, as well as the resolutions of the organs, observe the regulations and deadlines set by the General Meeting in the Contribution Regulations, submit the necessary information for the determination of contributions upon request in a timely manner, and pay contributions or fees promptly.
  3. Members are obliged to support the Society in the performance of its statutory duties.

§ 7 Withdrawal, Exclusion

  1. Membership ends upon death, for legal persons upon their dissolution, withdrawal, or exclusion.
  2. Withdrawal must be declared to the Board in writing.
  3. Withdrawal from the Society is only permitted at the close of a financial year. The declaration of withdrawal must be dispatched to the Board at least one month before the end of the financial year.
  4. The Board may exclude a member if they violate the provisions of these Statutes, in particular fail to meet their obligation to pay contributions and fees, or grossly damage the reputation of the Society.
  5. Within 6 weeks of the delivery of the exclusion resolution, the member may lodge an objection with the General Meeting. The objection has a suspensive effect. Membership rights are suspended during this period.

§ 8 Claims at the end of membership

A member who withdraws from or is excluded from the Society has no claim to the assets of the Society. Likewise, there is no claim to the refund of membership contributions already paid, not even proportionally.

§ 9 Contributions

The Society’s costs are covered by contributions and certification fees from the members. Members are obliged to pay the membership contributions and certification fees. The details are regulated by the Contribution Regulations.

III. Organs of the Society

§ 10

The organs of the Society are:

a. the General Meeting

b. the Board

c. the management

III. - A. The General Meeting

§ 11

  1. The General Meeting consists of the members.
  2. Members exercise their voting rights. A proxy may be granted in text form.
  3. Every member has one vote.

§ 12

  1. The General Meeting is responsible:

    (a) for matters of fundamental importance,

    (b) for the election of the Board,

    (c) for the approval of the budget and the Contribution Regulations,

    (d) for the discharge of the organs mentioned in § 10 a, b, c,

    (e) for the amendment of the Statutes,

    (f) for the dissolution of the Society,

    (g) for the other tasks assigned to it in these Statutes.

  2. The annual ordinary General Meeting is convened by the Board.

  3. Extraordinary General Meetings may be convened by the Board. The Board must convene them if one quarter of the members request it in writing from the Management, stating the purpose.

  4. The Board is authorised to stipulate that members may also participate in the General Meeting without being present at the meeting venue and without a proxy, and may exercise all or some of their rights entirely or partially by means of electronic communication (electronic participation). Furthermore, the Board is authorised to permit members who are neither present nor represented at the General Meeting to cast their vote in writing or by means of electronic communication (postal vote). The Board’s authorisation extends in each case to regulating the scope and procedure of electronic participation or the postal vote in detail. The admission of electronic participation and/or the postal vote and the regulations made thereto must be announced in the notice convening the General Meeting. A resolution of the General Meeting by way of electronic participation or the postal vote does not require the consent of the members.

  5. The 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 of the online meeting in detail. The online meeting and the regulations made thereto must 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 posted or sent by electronic means at least 14 days in advance. In special cases deemed urgent by the Board, this period may be reduced to three days. A resolution may only be passed on matters not communicated in the agenda, and on motions not received in writing by the Management at least three days before the day of the meeting, if the meeting agrees with a two-thirds majority of those present.

III. - B. The Board

§ 14

  1. The Board consists of at least three and a maximum of seven people. They constitute the Board within the meaning of § 26 of the German Civil Code (BGB). The Board members work on a voluntary basis.
  2. The members of the Board are individually authorised to represent the Society.
  3. No more than 1/3 of the Board members may work for the same firm

§ 15

  1. The Board is responsible for all matters of the Society, unless they are reserved for other organs by legal provisions or the Statutes. The Board decides, in particular, on the guidelines for the work of the Society.
  2. It has the right to instruct the organs of the Society to deal with tasks that it considers essential. It may set up standing and non-standing committees for specific tasks and regulate their composition.
  3. The Board must ensure the work of the committees is consistent with the general objectives of the Society.
  4. It can adopt its own rules of procedure.
  5. The Board is also responsible (in addition to the General Meeting) for amendments to the Statutes that, in the opinion of the Register of Societies or the competent tax office for corporations, are necessary for the registration of the Society or a resolution on a statutory amendment, or for the (continued) recognition of the Society as non-profit. These must be made known to the members without delay, and at the latest with the invitation to the next General Meeting.

III. - C. The Management

§ 16

  1. A Management structure is established, led by one or more Managing Directors, for the execution of the Society’s ongoing business. The members of the Management have power of representation within the meaning of § 30 BGB with regard to the tasks assigned to them.
  2. The Managing Directors are appointed and dismissed by the Board. The Board also decides on the conclusion, amendment, termination, or other ending of employment contracts with Managing Directors.

IV. Joint Provisions for the Meetings of the Organs

§ 17

  1. Unless statutory or constitutional provisions stipulate otherwise, the simple majority of the votes cast shall decide. In the event of a tie, the motion is rejected.
  2. A 3/4 majority is required for amendments to the Statutes.
  3. Elections are only to be held by secret ballot if this is requested by the majority of the eligible voters present or represented.
  4. Resolutions may also be passed in writing or electronically. The provisions of the law or the Statutes regarding the majority required for the resolution remain unaffected. The members must be informed of the outcome of the resolution immediately.

§ 18 Minutes

Minutes, which also contain the resolutions, must be taken of the General Meetings and the meetings of the other organs of the Society and communicated to the members within 4 weeks.

V. Dissolution of the Society

§ 19 Resolution

Resolutions of the General Meeting concerning the dissolution of the Society require a majority of three quarters of the votes cast. The meeting is only quorate for the purpose of dissolution if at least three quarters of the members are represented. If this prerequisite is not met, a General Meeting to be convened anew 4 weeks later shall decide on the dissolution; at that meeting, a three-quarters majority of the votes represented is sufficient for dissolution.

§ 20 Liquidation

In the event of the Society’s dissolution, the Board shall wind up the business. The remaining assets shall be used according to the resolution of the last General Meeting.