Statutes of the
"International Association of Golf Club Presidents e.V."
§1 Name, headquarters, financial year
- The organisation is called "Internationale Vereinigung von Golfclub-Präsidenten e.V" (in the international usage "International Association of Golf Club Presidents")
- The organisation's headquarters is 81454 Munich (Stäblistrasse 10 B), Germany and is registered with the organisation register of the district court Munich.
- The financial year of the organisation is the calendar year.
- Purpose of the organisation is the promotion of the sport of golf and social exchange among presidents of golf clubs and owners of golf courses at an international level.
- The organisation accomplishes its purpose by arranging golf outings for its members, by sending regular newsletters to its members, by holding an annual meeting with con-programme for its members, and by organising golf tournaments and tournament series for its members.
- The organisation does not strive for any profit. Eventual profits may only be used for constitutional purposes. The members do not receive any shares of profits nor other benefits from means of the organisation. The members entrusted with an honorary office are only entitled to reimbursement of actual expenses.
- The organisation has
- Founding members
- Full members
- Extraordinary members
- Honorary members
- Founding members are those members who have founded the organisation and signed the statutes of the organisation at its foundation. The founding members are exempt from the payment of enrollment fees. The founding members have special privileges which are specified in this statute.
- Full members are individual persons and companies provided that they do not meet the requirement of extraordinary members.
- Extraordinary members are individual and legal entities whose membership is limited in time.
- Honorary members are persons who have done a particular service to the organisation or its endeavours. The honorary membership can be awarded by decision of the executive board on suggestion of the advisory board.
§4 Acquisition of the membership
- The acquisition of full and extraordinary memberships is available only for members of following:
- Presidents of golf clubs
- Owners of one or several golf courses; also acting partners of enterprises which own and/or operate golf facilities are included
- Function carriers in national or international golf associations
- For the member admission, a written application to the executive board is required. The executive board decides on the admission of members after a conjoint coordination with the advisory board. In the case of the rejection of a membership application, a rejection notification is carried out to the applicant which does not require any reason.
- Apart from that, the admission and membership conditions at the respective time of the application are valid which can be passed by the executive board only with consent of the advisory board as well as the respectively valid contribution order.
- The members are obliged to pay contributions and charges which arise from the contribution order set up by the executive board after assignment by the advisory board. The contribution order remains operative until it is changed by the executive board due to assignment by the advisory board.
- The member card of the organisation is handed over after fulfillment of the obligations arising from the contribution order.
- Honorary members are excluded from the contribution duty.
§6 Rights of the members
- Every member has the right to use the services of the organisation and to take part in the events of the organisation according to the statute.
- Every member has the right to participate in the member meetings. Full members and honorary members are entitled to vote in the general meeting. Extraordinary members do not have any right to vote.
- The practice of member rights can be carried out only personally and is non-transferable.
- The founding members have special privileges in accordance with § 35 of the civil code. These special privileges are regulated in § 10 No. 1 as well as in § 14, No. 1 and 3 of this statute and can be impaired neither without consent of the founding members by decision of the general meeting nor by change of the statute.
§7 Instruments of the organisation
Instruments of the organisation are:
the general meeting
the executive board
the advisory board
§8 General meeting
- All members are authorised to the participation in the general meeting. However, only full members and honorary members are actively and passively elective as well as entitled to vote. Extraordinary members are neither actively nor passively elective. The right to vote is non-transferable.
- The proper general meeting shall take place within the first six months of every calendar year. The proper general meeting particularly accepts the business and financial report and decides on the granting of the discharge to the executive board.
- The general meeting elects the president, the vice-presidents, a member of the advisory board, and the auditors.
- The general meeting is in every case quorate if a proper convening is provided independently from the number of attendants.
- Extraordinary general meetings are called by the executive board as required. They must be called if at least a third of the members entitled to vote apply in writing for the convening to the executive board with indication of the agenda.
- The convention of every general meeting is effected by the executive board in writing or by electronic channels to all members with indication of the agenda as well as of the venue and time with a limitation of appeal of at least four weeks. The invitation is regarded as received if it is addressed to the address last announced to the organisation.
- Applications of the members have to be submitted in writing to the executive board at least fourteen days before the general meeting. The executive board, together with the advisory board, decides on the admittance of submitted applications for discussion and decision making. Applications for amendments of the statute have to be submitted in writing indicating the new statute text requested. They will only be treated in the general meeting if they have been received by the executive board on time before the general meeting so that the executive board had the possibility to announce them at the convening of the general meeting.
- The general meeting is conducted by the president. If he is unable to conduct the meeting, another member of the executive board will preside. Minutes concerning any decisions of the general meeting will be signed by the meeting leader and the keeper of minutes who will be appointed by the meeting leader prior to the beginning of the meeting. A copy of the minutes must be provided to the members upon request.
- The decisions of the general meeting are made with a simple majority of the present members entitled to vote as provided there is not anything determined differently in this statute. The vote of the president decides a tie. Abstentions are not considered.
§9 Executive board
- The executive board can only be constituted by full members and honorary members according to § 9, No. 4. The executive board consists of the president and at least two vice-presidents, but at most six vice-presidents.
- The organisation is according to the law (§ 26 BGB) represented legally and out of court by the president together with one of the vice-presidents. At prevention of the president, the members of the executive board will regulate their internal responsibilities.
- The executive board runs the business of the organization. It makes its decisions in informally called meetings with a simple majority of votes and is quorate at the presence of the president and of another member of the executive board. The vote of the president decides a tie.
- For the office of the president and of the vice-presidents exclusively, such members of the organization are eligible who are listed on a proposal list of the advisory board. This list has to be announced to the general meeting before the election. It has to comprise at least three organisation members and can be changed and completed by the advisory board at any time, also during the general meeting. The vote is effected by hand signals.
- The term of office of the executive board is three years. A re-election of the president and of the vice-presidents is permitted. Until the election of a new president and of new vice-presidents, the previous members of the executive board respectively stay in office. In the case of the resignation of a member of the executive board, the respective office remains inactive until the next proper general meeting. The special election for the office of the separated member of the executive board is carried out according to the above mentioned number (4), whereas the proposal list of the advisory board needs to cover only one association member.
- The executive board makes its decisions in meetings to which the invitation is effected in writing. The executive board is quorate at the presence of at least two members of the executive board. The executive board decides with a simple majority of votes, the chairman makes the final ballot in the event of a tie.
- With consent of all members of the executive board, the executive board can decide also in written form.
- The executive board is authorised to charge a managing director with the execution of its decisions or to conclude a business management contract with third parties.
§10 Advisory board
- The organisation has an advisory board. The advisory board consists of three persons. A member of the advisory board is elected with a simple majority of the general meeting. The two further members of the advisory board are determined by the majority of the founder members.
- The two further members of the advisory board can be recalled by the majority of the founder members also during the current period of office provided that the appointment of new members of the advisory board who take the place of the recalled members of the advisory board is carried out at the same time. If all founder members have left the organisation, the right to appoint the two further members of the advisory board will be transferred to the general meeting.
- The period of office of the advisory board corresponds to that of the executive board.
- The members of the advisory board choose the chairman of the advisory board among them.
- The advisory board advises and checks the executive board in all questions concerning the organisation. In particular, it bindingly prepares the proposal list for the choice of the president as well as of the vice-presidents. It bindingly establishes the contribution order of the organisation. Furthermore, the advisory board advises the executive board concerning the admission of members.
- To decisions of the advisory board, § 9, No. (6) and (7) applies correspondingly.
The examination of the annual statement is carried out by two association members who are elected by the general meeting. They have to check the annual account of the executive board and must report to the general meeting about the results of their examination. The period of office of the auditors corresponds to that one of the executive board.
§12 Organisation orders
- The admission and membership rules as well as the contribution order are organisation orders. Additional organisation orders can be set up by the executive board by suggestion or according to consent of the advisory board; they must be geared to the organisation purpose.
- The organisation orders passed by the executive board according to the consent of the advisory board become bindingly effective from the notification date for all members by a written notification to the members of the organisation.
- The organisation orders and the statute have to be announced to the members at the establishment of their membership. The association members have to be informed immediately in writing by the executive board about changes of organisation orders.
§13 Termination of membership
- The membership expires by
The leave can be declared respectively only at the end of the year. It requires a written form and must be received by the executive board by 1 October at the latest. The leave does not excuse from the payment of already due contributions and other constitutional financial obligations. At a delayed receipt of the resignation, there is a full contribution duty for the following calendar year.
- Deletion from the list of members.
- When the status of a member ends in accordance with § 4, No. (1) of the statute of the organisation, thus its membership in the organisation ends at the same time. Also a refund of pro rata temporis contributions is excluded.
- A member can be excluded from the organisation by decision of the executive board upon hearing of the advisory board if he grossly breaches his incument duties or if there is another important reason. The member has to be informed about the exclusion decision, whereas the exclusion reasons have to be explained. Before the exclusion becomes effective, the member must be given the opportunity for a comment towards the executive board. The member may request this within two weeks after a corresponding request by a registered letter.
- The deletion from the list of members is effected by the advisory board. It can be carried out if it is evident that the member does not comply with personal conditions anymore which he has met at the time of his admission or if he is in a delay of payment.
- The left or excluded member has no claim to the organisation fortune.
§14 Amendments of the statute, dissolving of the organization
- Amendments of the statute are permitted only with a majority of two thirds of the present entitled to vote members of a general meeting in a duly convened general assembly. In addition, amendments of the statute require the consent of the advisory board. If amendments of the statute are applied by the advisory board, the simple majority is sufficient. An amendment of the statute against the veto of the majority of the founding members is not permitted. In the invitation for the general meeting, it is necessary to point at the intended amendment of the statute with an enclosure of the text of the changes suggested.
- The dissolving of the organisation is only possible in a general meeting called for this purpose. For the decision making about the dissolving, a presence of at least two thirds of the members entitled to vote is required. These must decide on the dissolving with a three quarters majority. At an insufficient participation the executive board must call a new general meeting with the same agenda within a month. This further general meeting can make the dissolving decision with three quarters majority of the appeared members entitled to vote, which it is necessary to point out in the invitation.
- At dissolving, the fortune of the organisation goes to an institution or person to be determined by the founding members.
- The liquidation of the organisation is effected by the executive board which remains in office up to the terminated liquidation.
The above described statute was decided on the inaugural meeting of the organisation on 10 February 2005 and becomes effective with this date.
Changes of the statute which only insignificantly change them or which are caused by restrictions or suggestions of the responsible register court are expressly excepted.
Signatures of the founder members