[of 30 June 2016]
-Translation for convenience purposes only –
Name, Location, Business Year
The association is entitled “Association of Foreign Banks in Germany”. It is entered into the register of Associations (Vereinsregister).
The registered office of the Association is in Frankfurt/Main. The business year shall be the same as the calendar year.
The Association’s purpose is to further the business objectives of the members domiciled in the Federal Republic of Germany; this includes
· representation of common interests to legislator, ministries, authorities and other institutions,
· public relations as well as
· the support of the members through general advice and information.
Legal advice and legal services within the meaning of the Legal Services Act (Rechtsdienstleistungsgesetz) are not provided.
Eligibility for Membership
(1) The following are eligible for membership of the Association:
1. Branches, marketing companies or representative offices in the Federal Republic of Germany of undertakings domiciled abroad and in foreign majority ownership which provide banking business, investment business, financial services or activities of so-called financial enterprises.
2. Credit institutions, financial services institutions, investment management companies, investment companies (corporate funds, constituted under statute) and financial enterprises which, in one form or another, are incorporated under German commercial or company law, provided that they are more than 50 % foreign-owned.
(2) In addition, the board may, in individual cases, admit the following as a member:
Other institutions under foreign ownership whose activities are suitable for supporting the Association in its tasks and aims.
(3) In the case of group companies, further enterprises may be offered associate membership without voting rights pursuant to section 11.
(4) A written application for admission, which is to be submitted to the board, and consent of the board pursuant to § 6 e) is required for obtaining membership according to the foregoing paragraphs.
(5) With a majority of three quarters, the general meeting can elect individuals for honorary membership, who shall have the same rights as members. This honorary membership is non-contributory and limited for three years, unless otherwise decided by the general meeting. The honorary membership is renewable.
Termination of Membership
Membership shall cease upon resignation, termination of business activities as well as with exclusion. An honorary membership also ends with expiry of its limited duration.
Resignation will take place by means of a written statement addressed to the board. It will only become effective at the end of the business year provided that prior notice of twelve months has been given.
A member may be excluded by a resolution of the general meeting, if it has acted in bad faith towards the Association or continuously has breached its statutory duties.
The member shall remain liable for payment of all fees and previously agreed extra costs until the end of the business year in which the membership terminates.
A resigned member may not raise any claims against assets of the Association.
Upon joining the Association, an admission fee will be due. In addition to this, an annual subscription will be levied on the membership. To cover special costs, further additional payments amounting to no more than 25% of the annual subscription may be requested.
The amounts of both the admission fee and the annual subscription shall be determined by the general meeting.
Additional payments are imposed by the board.
Board of Directors
The board shall comprise a minimum of five members, and shall include the Chairperson, up to three Deputy Chairperson(s) and the Treasurer. The Association will be represented in court and out of court by any two members of the board.
Except for those matters which have to be decided by the general meeting, the board is responsible for all of the Association’s affairs, in particular the following:
a) Planning and convening the general meeting and preparing the agenda.
b) Preparation of the annual report.
c) Preparation of a budget.
d) Execution of the resolutions agreed at the general meeting.
e) Acceptance of new members.
In cases of particular significance, the board may bring about a resolution by the general meeting.
Election and Term of Office
The board shall be elected by the general meeting for a period of two years. It will remain in office until the next election. The Chairperson, one of the Deputies, and the Treasurer have to be elected directly by the general meeting. The remaining members of the board may be elected collectively.
Only members of the management of member institutions within the meaning of § 3 (1), honorary members or the Association´s manager within the meaning of § 12 may become members of the board. Should one of these conditions no longer be met, the office of the respective board member will terminate.
If a board member´s office terminates prematurely, the remaining board may elect a replacement for the retired board member who will take over the retired board member´s office for the rest of the outstanding term. If the Chairperson or a Deputy retires prematurely from his or her office, the board may elect from its ranks a new Chairperson or Deputy who will take over the respective office for the rest of the outstanding term. In the event that a general meeting takes place during the board´s remaining term of office, the election of replacing board members shall be confirmed by the general meeting.
Board Meetings and Resolutions
The board shall convene upon invitation by the Chairperson, if decisions have to be made or discussions are necessary. The Chairperson may invite members of the Association or third parties if it is thought to be useful.
Board resolutions are reached upon casting of majority votes. Admission of new members requires a unanimous decision. Abstentions are not counted for voting purposes. In addition, votes may be cast by letter if so agreed by all members of the board.
Minutes will be taken of the board meeting and will be signed by one member of the board.
The General Meeting
The general meeting is responsible the following issues:
a) Acceptance of the annual report as well as of the report of the auditor.
b) Discharge of the board.
c) Determination of the admission fee and annual subscription.
d) Election and removal of board members.
e) In the event of a premature ending of an individual board member´s, the Chairperson´s and/or the Deputy´s office prior to the end of the regular term of office, confirmation of the replacement elected by the board pursuant to § 7 (3) for the remaining term of office.
f) Election of an auditor.
g) Resolution concerning the budget.
h) Exclusion of members.
i) Amendments to the statutes and liquidation of the Association.
j) Election of an honorary member.
Convening the General Meeting
In the first six months of the calendar year, a formal general meeting shall take place. It will be convened in writing (which includes fax and email) by the Chairperson, or if unavailable by one of his/her Deputies, giving at least four weeks notice. An agenda will be provided simultaneously.
Each member may, at the latest two weeks prior to the meeting, propose to the board an amendment to the agenda, which will be forwarded to the membership without delay. Decisions concerning amendments to the agenda proposed at the general meeting will be made at the general meeting.
The board may call an extraordinary general meeting if it is deemed to be in the interest of the Association, or if one third of the members submits a written request. In these instances, a period of notice of one week shall apply.
Resolutions of the Meeting
The general meeting shall be chaired by the Chairperson or, if unavailable, by a Deputy or another member, who will be determined by the general meeting.
The general meeting will pass resolutions by casting majority votes, whereby abstentions shall not be counted.
Only regular members within the meaning of § 3 (1) shall have a voting right. Member institutions may delegate the execution of their membership rights to one or more of their employees.
Decisions must be recorded in minutes which will be signed by a secretary elected at the beginning of the meeting.
The board may appoint a manager which directs the Association´s office. The board may regulate the fields of responsibility of the manager and the Association´s office. It may also commission the office of a lawyer, chartered accountant or tax consultant for particular administrative duties.
By way of resolution of the general meeting, further organisational arrangements (e.g. Committees) may be created.
The members of the Association together with the board are required to maintain confidentiality in respect of any information which they may receive due to their office concerning the business practice of other member institutions and will stress that such confidentiality is also maintained within their own organisations.
In the case of a decision to dissolve the Association, a receiver will be appointed and a decision taken concerning the allocation of the Association’s assets.