Contribution regulations (Quicklink)

SIBB - Association of the Software, Information
and Communication Industry in Berlin
and Brandenburg e. V.

§ 1 Name, registered office, legal form and financial year

1. The association bears the name "SIBB Verband der Software- Informations- und Kommunikations- Industrie in Berlin und Brandenburg e.V.", hereinafter referred to as "SIBB". It is entered in the register of associations at the Charlottenburg Local Court under the number VR 15412 Nz.
   
2. The SIBB is an association within the meaning of § 21 BGB.


3. The SIBB is based in Berlin.


4. The financial year is the calendar year

§ 2 Purpose and tasks

1. The SIBB represents the common economic, commercial, technical and scientific interests of its members - providers of products and services in the information economy, including software and telecommunications, from Berlin and Brandenburg - vis-à-vis politics, business and the public at regional, national and international level.


2. The SIBB ensures a balanced representation of the ICT (information and communication technology) sector in the capital region, taking particular account of the interests of SMEs and young companies.


3. The purpose of the Articles of Association is realized in particular by
   - Representing the industry in public through active press work and marketing,
   - the political representation of interests in Berlin and Brandenburg,
   - representing the industry vis-à-vis trade fair companies, other associations and social players,
   - organizing the exchange of experience between specialists and managers in the industry through events,
   - providing cooperation platforms for members,
   - informing members about relevant developments,
   - the promotion of technological development and standardization, the promotion and development of markets in the information and communications industry.


4. SIBB strives for close and trusting cooperation with other institutions, in particular with the state governments and authorities, as well as with universities, major research institutions, technology transfer offices, chambers, associations and all institutions interested in economic and technological issues in the states of Berlin and Brandenburg.


5. The SIBB may establish similar institutions or participate in companies whose purpose is conducive to the objectives of the association.


6. SIBB is entitled to provide additional services to individual interested parties for a fee if this does not harm or disadvantage the members.

§ 3 Membership

1. Members of the SIBB are
   - ordinary members,
   - supporting members (sustaining members),
   - honorary members.


2. Ordinary members: Ordinary membership of the SIBB can be acquired by companies that provide services in the areas defined in § 2.1. It can also be acquired by business associations that are active in the area defined in § 2.1 and represent supplier interests. Member companies of member associations can acquire dual memberships.


3. Supporting members (sponsoring members): The Executive Board may also grant sponsoring membership to organizations and natural persons who do not meet the statutory requirements for ordinary membership upon application.


4. Honorary members: Personalities who have rendered outstanding services to the ICT industry can be awarded honorary membership by the Board of Directors.


5. Prospective members should send a written application for membership to the Board of Directors or the management. The application for membership must include the usual formalities such as name, legal form, address or registered office and, in the case of legal entities, the representation and the data relevant to membership fees.


6. The Executive Board decides on admission. The Executive Board may delegate this right.


7. Supporting members and honorary members have no voting rights.

§ 4 Rights and obligations of members

1. Every full member is entitled to use the facilities and services of SIBB. This right of use can only be exercised by SIBB member associations via employees of their office or members of their board or presidium. The rights of use of sponsoring members are determined by the Executive Board and can be adapted to the individual case.


2. Members are bound by the resolutions passed by SIBB in accordance with the Articles of Association. They are also obliged to pay the stipulated membership fees and levies and to provide the SIBB bodies and its management with all relevant information required to carry out their tasks in a truthful and timely manner.
   truthfully and in a timely manner. Information marked as confidential may not be passed on by members to third parties.

§ 5 Duration of membership

1. Membership begins with the decision on admission by the Executive Board.


2. Membership ends through voluntary resignation, dissolution of the member's organization, expulsion of the member or death.


3. The Executive Board may exclude a member for good cause. Good cause shall be deemed to exist in particular if the member concerned violates essential provisions of these Articles of Association, in particular if it fails to meet its contribution and levy obligations, if insolvency proceedings are opened against the member's assets or the opening of such proceedings has been rejected for lack of assets or if the member grossly damages the reputation of SIBB. The Executive Board may delegate this right to the management. Before expulsion, the member must be given the opportunity to make a statement to the Board of Directors or the management.


4. Any member may resign from SIBB with a notice period of three months to the end of the year. Membership must be terminated by registered letter to the Board of Directors or the management. The member remains bound by the articles of association, the membership fee regulations and any other obligations, such as contributions, until he or she leaves.


5. Members who leave or are excluded from SIBB are not entitled to a refund of paid contributions and other benefits, to compensation or otherwise to the association's assets or parts thereof.

§ 6 Contributions

1. Contributions are levied to finance the services provided by the association to its members.


2. Contributions are levied in accordance with a contribution schedule, which is decided by the SIBB General Assembly on the proposal of the Board of Directors.


3. To cover the costs of certain projects within the scope of the purpose and tasks of the SIBB, the General Assembly may decide on extraordinary contributions or levies.

§7 Bodies of the Association

The bodies of the association are
- the General Meeting,
- the board of directors.

§ 8 General Meeting

1. The General Assembly is the supreme body and decides on all fundamental issues affecting the SIBB. Each ordinary member has one vote and each honorary member/supporting member has an advisory vote. The General Assembly is also responsible in particular for the election of the Executive Board and the auditor, for amendments to the Articles of Association, the membership fee regulations, the dissolution of SIBB and the discharge of the Executive Board.


2. The General Assembly takes place
   a) when the interests of SIBB require it, but at least once every financial year,
   b) at the request of the Executive Board or a quarter of the members, an Extraordinary General Meeting shall be convened.
   
3. Preparation of the General Meeting, invitation and motions:
   a) The General Meeting is convened and chaired by the Chairman of the Board of Directors or, if he is unable to do so, by one of his deputies. The invitation to the Ordinary General Meeting or the Extraordinary General Meeting must be sent to the members in writing or electronically at least 3 weeks in advance, stating the place, time and agenda. The invitation does not require the handwritten signature of the person authorized to issue the invitation; text form is sufficient.
   b) Timeliness is determined by the time of dispatch. As proof of the invitation, it is sufficient that the invitation was sent by post or electronically to the last address of the member known to the Association.
   c) Motions from members that are to be placed on the agenda must be submitted to the Executive Board at least two weeks before the start of the meeting for the ordinary General Meeting and the extraordinary General Meeting. They must be announced to the members without delay.


4. Procedure of the General Meeting and passing of resolutions:
   a) Each ordinary member has one vote at the General Meeting. Representation by another ordinary member is permitted on the basis of a simple written power of attorney. A member may represent a maximum of three other members.
   b) In principle, the General Meeting has a quorum regardless of the number of members present and passes resolutions by simple majority. Resolutions on amendments to the Articles of Association and dissolution of the SIBB require the approval of at least 2/3 of the votes cast.
   c) The resolutions of the General Assembly must be recorded in the minutes and signed by the Chairman of the Executive Board.
   d) Resolutions and elections of the General Assembly can also be made without holding a physical meeting. This shall not affect the provisions of the Articles of Association or statutory provisions on majorities. Analogous regulations apply to resolutions and elections by electronic means, e.g. by email, as well as by telephone and video conferences.

§ 9 Executive Board

1. The Executive Board consists of the Chairman, two deputies and at least one other member. Further details are set out in the rules of procedure of the Executive Board.


2. Membership of the Board of Directors is personal and is exercised on an honorary basis


3. The association is represented in and out of court by the Executive Board. The board members
   are each authorized to represent the association together with another member of the Executive Board. The Chairman of the Executive Board always has sole power of representation.


4. The Board of Directors is elected by the General Meeting by a simple majority of the votes cast for a term of three years. Re-election is permitted.


5. Apart from death and expiry of the term of office, the office of a member of the Board of Directors expires when his member company leaves the Association, when he leaves the Association (in the case of personal membership), when he leaves the member company he represents and when he resigns in writing at any time.


6. If a member of the Executive Board leaves the Executive Board before the end of their term of office, the Executive Board may fill their position by co-option. The co-optation must be submitted to the next General Meeting for confirmation if the term of office of the co-opted Board member would expire. The co-opted Board member shall remain on the Board for the remaining term of office of the person they have replaced. If the departed member of the Management Board is the Chairman of the Management Board or one of his deputies, the Management Board can simultaneously pass a resolution on the reorganization of the Management Board functions. The change in the function of the Chairman of the Management Board or one of his deputies requires the consent of the persons concerned.

§ 10 Management

1. The SIBB may appoint a management consisting of one or more persons.


2. The management is appointed or dismissed by the Board of Directors with a simple majority.


3. A member of the Management Board cannot be a member of the Executive Board at the same time.


4. The management conducts the day-to-day business of the Association in accordance with the Articles of Association, the management regulations issued by the Board of Directors and the instructions of the Board of Directors.

§ 11 Advisory Board/Composition

1. An Advisory Board may be established and the number of its members determined by resolution of the Board of Directors. The members of the Advisory Board are appointed by the Board of Directors. Only a natural person with unlimited legal capacity may be a member of the Advisory Board. They should have the expertise and business experience commensurate with the scope and importance of their office. The members of the Advisory Board may, but need not, be members of the Association or belong to it.


2. The Advisory Board shall not include Cash auditors, auditors, board members, managing directors or authorized signatories of the association.


3. Advisory Board members are appointed for a term of three calendar years. The calendar year or part thereof shall be included in the initial appointment. If an Advisory Board member leaves prematurely, the Executive Board shall appoint a replacement member for the remaining term of office. If the number of Advisory Board members is increased during the current term of office of the Advisory Board members, the additional Advisory Board members shall be appointed in accordance with the remaining term of office of the previous Advisory Board members. Advisory Board members may be appointed for a second term of office. An Advisory Board member shall not be appointed for a further term of office.


4. Each member of the Advisory Board may resign from office at any time without giving reasons by submitting a written declaration to the Executive Board. Any member of the Advisory Board may be dismissed at any time without stating reasons by resolution of the Executive Board.

§ Section 12 Tasks and rights of the Advisory Board

1. The Advisory Board shall advise the Executive Board on the strategic issues of the association and on cooperation with other institutions. The Management Board should provide the Advisory Board with information on matters relevant to the Association for this purpose.


2. The tasks of the Advisory Board do not include monitoring the Management Board.


3. Management measures cannot be delegated to the Advisory Board.


4. The members of the Advisory Board may not have their duties performed by others.


5. The members of the Advisory Board are not bound by instructions from the Association or its bodies; they carry out their activities to the best of their knowledge and belief.


6. The members of the Advisory Board must maintain secrecy about confidential information and secrets of the Association that have become known to them through their work on the Advisory Board.


7. The members of the Advisory Board shall not receive any remuneration for their activities. The advisory board members are entitled to reimbursement of their expenses by the association.

§ 13 Working groups

1. Working groups can be set up by resolution of the Executive Board. All SIBB members have the right to become members of the working groups.


2. Companies, associations and other organizations that are not members of SIBB can be admitted to the working groups. The working groups receive their own rules of procedure by resolution of the Executive Board.

§ 14 SIBB companies

1. The Board of Directors must regularly monitor the business of SIBB companies or companies in which SIBB holds an interest together with third parties, or ensure that these companies are regularly monitored.


2. The establishment of companies by SIBB or participation in companies together with third parties requires the approval of the majority of the Board of Directors.

§ 15 Common provisions

1. Votes are decided by a simple majority, unless the Articles of Association stipulate or permit a different rule. In the event of a tie, the Chairman has the casting vote.


2. Elections require a majority of the valid votes cast, unless otherwise specified. If there is no such majority in favor of one candidate when several candidates are running for an office, a closer election is held between the two candidates with the highest number of votes. The candidate with the largest number of votes is then elected. In the event of a tie, the election is decided by drawing lots.


3. The dismissal of a member of the Executive Board is carried out by a two-thirds majority of the General Meeting. The person concerned must be heard before the decision is made.


4. Votes and elections take place by show of hands. Votes and elections must be conducted by secret ballot upon request.

§ 16 Dissolution of the Association

1. The dissolution of the SIBB can only be decided by a General Assembly of Members convened in accordance with the Articles of Association and in compliance with the relevant regulations.


2. In the event of the dissolution of the Association, the Chairman of the Board of Directors and one of his deputies shall be appointed as liquidators.


3. Unanimity is required for the liquidators to pass resolutions.


4. The Association's assets remaining after the liquidation has been completed and all liabilities have been settled shall be used for purposes in accordance with these Articles of Association by transferring them to a legal entity under public or private law on condition that the assets are used accordingly in accordance with § 1 of these Articles of Association.

Adopted on 13.12.1993
Last amended on: 11.12.2020

Contribution regulations

§1

The contribution and financial regulations govern the obligation of association members to pay cash contributions as well as the cash and asset management of the association. They contain principles for the financial management of the Association.

Everyone involved in the financial management of the Association shall observe the principle of due economy.

§2

The funds required to fulfill the tasks of the association are raised through the admission fee, membership fees, levies, donations and income.

The admission fee for ordinary and supporting members is as follows Depending on the size of your company:

• Up to 9 employees: € 225


• 10 to 19 employees: € 450


• 20 to 49 employees: € 600


• 50 to 99 employees: € 750


• 100 to 249 employees: € 1,025


• 250 to 999 employees: € 1,375


• more than 1,000 employees: € 1,800

The annual fee for ordinary and supporting members is as follows Depending on the size of your company:

• Up to 9 employees: € 450


• 10 to 19 employees: € 900


• 20 to 49 employees: € 1,200


• 50 to 99 employees: € 1,500


• 100 to 250 employees: € 2,050


• 250 to 999 employees: € 2,750


• more than 1,000 employees: € 3,600

The employees employed in Germany (full-time equivalent) at the beginning of the respective financial year are used to calculate the membership fee.

Newly founded companies (up to 2 years after foundation) only pay the admission fee in the first year of membership in SIBB e.V.. The membership fee is only payable from the 2nd year of membership in SIBB e.V. onwards.

The fee is due for payment on January 1st of each year.

In the year of joining, a fee is charged which is calculated pro rata from the quarter of joining onwards from the annual fee specified in the membership fee regulations.
The amount of the membership fees is determined by the General Meeting for the following financial year based on a proposal by the Executive Board.

In order to cover extraordinary financial requirements, the General Meeting may, at the proposal of the Board of Directors, decide that the members shall be required to pay levies. The amount of the levies may not exceed the annual membership fee of one member. The obligation to pay levies can only be imposed once in the financial year.

Group companies within the meaning of Section 15 of the German Stock Corporation Act (AktG) may, upon application, be set up in such a way that the member companies of the same group are charged one contribution per year based on the total number of registered employees of all member companies belonging to the group.

Supra-regionally active companies whose administrative headquarters are not located in the Berlin-Brandenburg region can, upon application, be set up in such a way that the fee is reduced taking into account the total number of employees not working in the Berlin-Brandenburg region.
Honorary members are exempt from paying any dues.

§3

The Board of Directors must adopt a regular budget for each current financial year.

The budget must be balanced in terms of income and expenditure. Each budget must include an annual contingency reserve of up to 10% of the expected total income.

The budget must be approved by the Annual General Meeting.

§4

All appropriations in the budget are earmarked. Within the overall budget, however, it is permissible to balance individual items.

If the additional income or the additional expenditure exceeds the possibility of balancing, a supplementary budget must be drawn up by the Executive Board and submitted to the next ordinary General Meeting for subsequent approval.

§5

A profit and loss account and a balance sheet must be prepared for each financial year.

§6

The Board of Directors may delegate the administration of funds to a treasurer who is also a member of the Board of Directors or to the management

§7

The association's payment transactions are generally processed via its cash register and its bank or postal checking account.

Every payment received and every payment made must be properly documented. Expenditure receipts are proper if, in addition to the receipt from the payee, they bear the confirmation of factual accuracy by the treasurer/managing director and the first or second chairman of the board. A receipt from the payee is superfluous in the case of bank or postal documents.
The cashier or the management is responsible for proper accounting.

§8

Within the scope of the ordinary budget, the treasurer or the management may dispose of up to EUR 1,500 on their own responsibility and the Chairman of the Board of Directors or his deputy may each dispose of up to EUR 2,500 on their own responsibility.
The Chairman of the Board of Directors or one of his deputies may dispose of up to EUR 5,000 together with the treasurer or the management.

The entire Board of Directors may dispose of any amount within the scope of the approved budget.

§9

The cash auditors elected by the General Meeting shall audit the annual balance sheet and prepare a written report for the Board of Directors.

The auditors must be granted access to the books and receipts at any time. After the accounts for the past financial year have been drawn up, the treasurer or the management must submit all cash documents to the auditors in good time so that they can submit a detailed audit report to the General Meeting. The members of the Executive Board are not entitled to influence the auditors' report. The auditors' audit shall cover the cash balance, the arithmetical accuracy of the cash documents and compliance with the provisions of these Financial Regulations.
The entire Board of Directors is obliged to monitor the financial management on its own initiative.

§ 10

All offices within the association are honorary offices. The holder of an honorary office shall be reimbursed for the necessary and actually proven expenses incurred in the exercise of the office, in particular postage, material and travel expenses. In addition, the holder of an honorary office may be granted overnight allowances.

Overnight stays are reimbursed on the basis of itemized receipts Travel expenses are only reimbursed on presentation of a travel expense report and the corresponding receipts. Travel expenses are deemed to have been approved when the resolution to carry out the trip is passed or when the written order or invitation to attend an event, conference or meeting is issued.

(The regulations of the Federal Travel Expenses Act in the currently valid version apply)

§ 11

The Executive Board is authorized, in individual cases or for certain circumstances, to decide on exceptions to or reductions in the payment of an admission fee or - for a limited period - in the payment of current membership fees if it considers this to be useful for the promotion of the association and its membership structure.

Resolution of the general meeting 09.11.2016