§1 Name, registered office, financial year
 

(1) The name of the association is “Deutsche Gesellschaft für Abfallwirtschaft e.V. (DGAW)”.

(2) The association has its registered office in Berlin and is entered in the register of associations at Charlottenburg Local Court.

(3) The financial year is the calendar year.

§ 2 Purpose of the Association

(1) The Association is active in the field of environmental protection and the promotion of science and research in the field of environmental protection to achieve sustainable progress for the benefit of society.

The purpose of the association is also the procurement of funds for the promotion of environmental protection and for the promotion of science and research by other corporations or by a corporation under public law in accordance with § 58 No. 1 AO.

In accordance with § 63 of the German Fiscal Code, the actual management of the association is geared towards the exclusive and direct fulfillment of the tax-privileged purposes set out in the articles of association.
 

(2) The purpose of the association is to promote

- the ecological circular economy in the national economy, in companies, in municipalities and federal states, in research, teaching and further education as well as in public relations work,

- the solution of technical, scientific and legal/organizational tasks of the ecological circular economy.
 

(3) This purpose shall be achieved by

- Exchange of knowledge and experience on the practice of prevention and reduction, collection, recycling, transport and treatment of waste from industry, commerce and households as well as on corresponding processes, facilities and organizational forms.

- Stimulating and supporting research, development and scientific studies in the above-mentioned areas.

- Promoting the dissemination of new research results, technical developments, analysis and treatment methods and regulations as well as their practical application through timely publications.

- Development of proposals and initiatives to solve problems of the ecological circular economy.

- Procurement and forwarding of funds to fulfill the purpose of the association.

The association may provide financial and non-material support to other tax-privileged corporations or corporations under public law for the promotion of environmental protection and the promotion of science and technology in this field.

- Organizing scientific conferences, seminars, workshops, lectures, exhibitions and trade fairs, participating in regional, national and international events and providing information to the public and publications.

- Awarding prizes and grants on the basis of scientific work and projects carried out in waste and resource management in accordance with the association's award guidelines. The general public is informed about the awarding of scholarships, the awarding guidelines and the awarding of prizes through the association's publications.

- Establishing and expanding contacts and working relationships with international and regional tax-privileged organizations in the ecological circular economy.

- Informing the general public about issues relating to the ecological circular economy, in particular about ways to avoid, reduce and recycle waste and to deal with unavoidable waste in a way that minimizes the risk to the environment.

- The association is selflessly active; it does not primarily pursue its own economic purposes. The association's funds may only be used for the purposes set out in the articles of association. The members of the association do not receive any benefits from the association's funds. No person may benefit from expenses that are alien to the association's statutory purpose or from disproportionately high remuneration. In the event of the dissolution of the Association or the discontinuation of its previous tax-privileged purpose, the assets shall be transferred to a legal entity under public law or another tax-privileged corporation for the promotion of environmental protection and research into science and technology in the field of environmental protection. It is to be used exclusively and directly for tax-privileged purposes.
 

(4) The association may invest in companies in order to fulfill the tasks specified in the association's articles of association.

§ Section 3 Membership

(1) Ordinary members of the Association may be all natural persons and all legal entities under public and private law who affirm and support the objectives of the Association.

(2) The application to become a member of the Association must be addressed to the Executive Board. Membership is acquired by resolution of the Board of Directors.

(3) Membership entails the obligation to pay the annual membership fee. It is due for the first time upon joining for the current financial year, irrespective of the date of joining. The amount of the annual membership fee shall be determined by the General Meeting. It must be paid by members by February 15 of the current year. In cases of social hardship, the Board of Directors may decide to defer or reduce the membership fee at the request of a member.

(4) Insofar as the financial circumstances of the association permit, extraordinary expenses incurred by members can be claimed from the association as compensation for expenses, up to a maximum of the amount that non-profit associations can pay out tax-free as a lump sum for honorary work in accordance with § 3 No. 26 a EStG.

(5) Membership expires

(a) by death of the natural person and by deletion of the legal entity,

(b) by written notice of resignation no later than three months before the end of the financial year to the end of the financial year.

(c) by exclusion.

This can occur in the event of non-payment of the annual membership fee despite two requests after the end of the financial year or if remaining a member jeopardizes the reputation or important interests of the association. The member must be given the opportunity to make a statement before such expulsion. The member concerned shall be entitled to lodge an appeal within one month of receiving notification of expulsion, on which the next General Meeting shall make the final decision. Until this time, the expelled member shall remain a member of the Association, but membership rights shall be suspended during this period.

(6) Natural persons from the circle of ordinary members may become honorary members by resolution of the General Meeting.

§ 4 Bodies of the Association

The bodies of the Association are

(a) the General Meeting

(b) the Executive Board

(c) the management.

§ 5 The General Meeting

(1) The General Meeting of Members shall be convened and chaired by the spokesperson of the Board of Directors or, if he/she is unable to do so, by one of his/her deputies. Minutes of the resolutions of the General Meeting shall be drawn up and signed by the chairman of the meeting.

(2) The Annual General Meeting shall take place within the first six months of the financial year.

(3) The Board of Directors may convene an extraordinary meeting at any time - and must do so at the request of a quarter of the members.

(4) The invitation to the General Meeting must be issued in writing with one month's notice and must include the agenda. The day on which the invitation is sent and the day of the meeting shall not be counted. The General Meeting has a quorum regardless of the number of members present. In the event of amendments to the Articles of Association and dissolution of the company, the inviting party must expressly state this in the invitation.

(5) Each member may be represented by another member on the basis of a written power of attorney. No member may accept more than three proxies for a General Meeting.

(6) The Annual General Meeting shall accept the annual report from the Board of Directors, the report on the annual financial statements and the planned projects for the next financial year and approve the actions of the Board of Directors.

In addition, the General Meeting has the following tasks in particular:

(a) Amend the Articles of Association,

(b) Election of the Board of Directors,

(c) Dissolution of the Association.

(7) The resolutions of the General Meeting are passed by a simple majority of the votes cast in an open ballot, unless otherwise stipulated in the Articles of Association and by law. Invalid votes and abstentions are not taken into account when calculating the majority.

In the event of a tie, the spokesperson of the Board of Directors has the casting vote.

If more than 10% of the members present or represented at the General Meeting request a secret ballot or if a member of the Board of Directors requests a secret ballot for the election of a new Board of Directors, a secret ballot must be held. Otherwise, votes must be conducted by secret ballot if the majority of the members present request this.

A majority of 2/3 of the votes cast is required to pass a resolution to amend the association's articles of association. If the vote only results in a simple majority, the Board of Directors is authorized to bring about a new resolution at a second General Meeting. If the motion to pass a resolution at the second General Meeting is again only accepted by a simple majority of the votes cast, it shall become a legally valid resolution.

The invitation to the second general meeting must contain the information that the motion can now be decided on at the second general meeting by a simple majority of the votes cast.

§ Section 6 The Executive Board

(1) The Executive Board consists of

(a) the spokesperson and at least one, but no more than two deputies and the treasurer and

(b) at least three and no more than eight other members of the Executive Board who are responsible for regions or networks.

At least one of the members of the Executive Board should be under the age of 35 when joining the Executive Board.

(2) The Executive Board within the meaning of Section 26 of the German Civil Code (BGB) is made up of all members of the Executive Board. The Association shall be represented jointly by two members of the Executive Board.

(3) The members of the Executive Board work free of charge. Expenses incurred in the interests of the Association by members of the Executive Board in the performance of their honorary duties may be reimbursed upon presentation of the relevant receipts.

(4) An honorary chairman may be elected by resolution of the general meeting. The election of an honorary chairman is limited to a maximum of three electoral periods. The Board of Directors alone has the right to nominate an honorary chairman. If a member of the current Board of Directors is nominated as Honorary Chairman, the election is subject to the condition precedent that the member must first resign from office and be discharged as a member of the Board of Directors before being elected as Honorary Chairman. A person is elected Honorary Chairman if he obtains a 2/3 majority. Upon election, the honorary chairman also acquires the rights of an honorary member in accordance with paragraph 5. The honorary chairman is not a member of the Executive Board within the meaning of Section 26 BGB. He is entitled to participate in the meetings of the Board of Directors in an advisory capacity.

(5) Anyone who has been elected as an honorary member by resolution of the General Meeting on the proposal of the Board of Directors due to their outstanding and sustained work for the objectives of the Association shall become an honorary member. Anyone who achieves a 2/3 majority is elected as an honorary member. The election is for life. Honorary members are exempt from paying membership fees and may participate in Association events without paying the conference fee.

(6) 1Board members within the meaning of paragraph 1, with the exception of the Honorary Chairman, are elected by the General Meeting for a term of three years on the proposal of individual members.

2The Board elections shall take place at the first General Meeting of the new financial year, provided that the term of office has expired or Board members have resigned during the current term of office.

3The list of candidates proposed by the Board of Directors for the office of Board Spokesperson and his/her deputies, for the office of Treasurer and the other Board members is sent out with the invitation to the General Meeting.

4The list of candidates may be extended for each office within the Board of Directors at the suggestion of a member and after approval by the candidate at the General Meeting or after a written declaration by the candidate which is available at the time of the elections.

5The candidates have the opportunity to introduce themselves at the General Meeting, to report on their activities during the previous term of office in the event of re-election and otherwise to present their ideas on their activities during the forthcoming term of office.

(7) 1 The Board Spokesperson, his/her deputies and the Treasurer shall each be elected in one ballot. 2The person who receives the most votes from several candidates for the same office is elected for the respective office. 3The members have as many votes as there are persons to be elected. 4The other members of the Board of Directors are also all elected in a single ballot. 5The members have as many votes as there are Board members to be elected.

(8) In principle, members of the Board of Directors remain in office after their term of office expires until a new election is held. If, by way of exception, an elected member of the Board of Directors resigns during the three-year term of office, a successor for the remaining term of office shall be elected for the resigned member of the Board of Directors at the next General Meeting. Until the new election, the Board of Directors is entitled to appoint a temporary successor for the departed member of the Board of Directors.

(9) The meetings of the Board of Directors are convened and chaired by the Board spokesperson or, if he/she is unable to do so, by one of his/her deputies.

(10) 1The Board of Directors is responsible for all organizational and technical tasks of the Association, including the organization and administration of the Association as well as the discussion of specialist topics. 2The tasks of the members of the Executive Board include representing the association in professional terms with associations and in the political arena, preparing and holding regional events and specialist congresses, organizing and participating in Executive Board meetings, looking after members and recruiting members, maintaining networks, representing specialist departments, forming and staffing working groups, representing the association at events, lectures and panel discussions in the respective region. 3The Board members responsible for the regions shall organize at least one regional event per year. 4The Board members in charge of networks shall organize a meeting of the members of the network at least once a year.

(11)1The Executive Board shall meet at least four times a year to fulfill its duties in accordance with paragraph 10. 2The Executive Board shall pass resolutions by a majority vote; in the event of a tie, the Executive Board spokesperson shall have the casting vote. 3Board members may transfer their vote in writing to another Board member. 4If this person cannot exercise their voting right in person, the vote is forfeited. 5A maximum of 2 votes may be transferred to a member of the Management Board. 6 Minutes must be kept of the resolutions of the Board of Directors. 7The Board of Directors may co-opt members for certain tasks without voting rights. 8Decisions of the Board of Directors can also be made in writing if the decisions are unanimous. 9The Board of Directors meeting may be held in the form of a telephone or video conference in a telephone conference room or video conference room accessible only to members of the Board of Directors with access data and a separate access word. 10 If a member of the Board of Directors objects to the written procedure or the holding of a telephone conference or video conference, or if a unanimous resolution of the Board of Directors cannot be reached, a meeting of the Board of Directors must be convened.

(12) The Association shall set up an office if required. It shall be headed by a managing director.

§ 7 The management

(1) A managing director shall be appointed by the Board of Directors to manage the Association. The appointment is made on the basis of a resolution passed by at least a 4/5 majority of the Board of Directors for a period of up to three years. The managing director represents the Board of Directors on the basis of the resolutions of the Board of Directors and the approved financial plan. The remuneration of a managing director shall be regulated in an employment contract.

(2) The tasks of the Managing Director include in particular

• In organizational terms
• The management of an office of the DGAW, including the salaried employees. The remuneration of salaried employees shall be regulated by a contract of employment.
• Preparation and follow-up of the Executive Board meetings, forwarding of matters to Executive Board members,
• implementing the resolutions of the Management Board,
• the assumption and performance of tasks assigned to the management by resolution of the Board of Directors or on the instructions of an authorized member of the Board of Directors,
• preparing general meetings and events,
• the organizational support of the working groups
• recruiting members, supporting members of the association and members of the Board of Directors,
• updating the association's website,
• in commercial terms
• preparing the business plan,
• managing the cash register and
• preparing the financial accounts,
• from a technical point of view
• the maintenance of networks,
• preparing statements of the association,
• representing the association at events and trade fairs,
• representing the members of the Executive Board at events and trade fairs, lectures and panel discussions,
• maintaining the DGAW website,
• representing the interests of the DGAW vis-à-vis authorities, public bodies and private third parties.

(3) In addition to representing the Executive Board in safeguarding the interests of DGAW, the Management Board is only authorized to represent the Executive Board in other cases on the basis of a separate Executive Board resolution.

(4) The Management Board shall participate in the meetings of the Executive Board in an advisory capacity.

§ 8 Optional bodies

The Board of Directors may form specialist groups, regional working groups and committees as required to resolve specific technical issues and for the regional support of members.

§ 9 Dissolution

A resolution to dissolve the Association can only be passed at the request of the Board of Directors at a General Meeting convened specifically for this purpose, at which at least ¾ of all members must be present or represented, and then only with a majority of ¾ of the voting members present or represented. Special reference must be made to this in the invitation to the general meeting.

If the general meeting does not have a quorum, a second general meeting must be held within six weeks, which shall have a quorum regardless of the number of members present or represented. This must be expressly stated in the invitation to this general meeting.

A majority of ¾ of the voting members present or represented is also required for the effective dissolution of the association at this meeting.

We assure the correctness and completeness of the Articles of Association in accordance with Section 71 (1) sentence 4 BGB:

Swetlana Soczynski                                                                          Prof. Dr. Martin Faulstich

Referentin                                                                                         Versammlungsleiter

                                                                                                          Vorstandsmitglied