Membership Application

Transcription

1 Membership Application Company / Institute... Managing director / Board of directors... Local court... commercial register no... Address... Street / P.O. Box... Postal code, city... We are applying for membership in the CFK Valley e.v. We are familiar with the Articles of Association of CFK Valley e.v. (dated March 2015) including all annexes. We accept this version of the Articles of Association. We will keep the Articles of Association in confidence. We will pay the admission fee of... within 10 days after receiving the declaration of acceptance. We commit ourselves to paying the monthly fee of... to the association starting the month we receive the declaration of acceptance. Withdrawal from the membership application is possible within 14 days. (Location, date) (Signature of the authorized organ) (Please fill out and submit with attachments to membership application) Declaration of Acceptance (filled out by main office) In the name of CFK Valley e.v., I accept the membership application of dated Stade, Dr. Gunnar Merz (CEO, Chair of the Board) 2016

2 Attachment 1 to CFK Valley e.v. Membership Application 1. Applicant: company / institute... Authorized Signatory: Last name, first name, title... Position... Department / position... Telephone, fax Homepage... Contact person for technical details: Contact person: Last name, first name, title... Position... Department / position... Telephone, fax Homepage... Contact person Marketing purposes / Fairs: Contact person: Last name, first name, title... Position... Department / position... Telephone, fax Homepage

3 We are a small business medium-sized business large business small R&D institute large R&D institute other (Categorization according to Annex 3 of the Articles of Association) Definitions: Small business: - less than 50 employed and up to 7 mill. annual turnover and - in possession less than 25 % of the capital or voting stock of one or more companies that do not meet this definition Medium-sized business: - less than 250 employed and more than 7 mill. and up to 40 mill. annual turnover - or an annual balance of more than 5 mill. up to a maximum of 27 mill. and - in possession of less than 25 % of the capital or voting stock of one or more companies that do not meet this definition Small R&D institutes: - with less than 50 employed persons Large R&D institutes: - with more than 50 employed persons 2. We already have settled to Stade with (Please enclose documents) manufacturing plant R&D establishment service facility 3. Date / signature / stamp

4 Attachment 2 to CFK Valley e.v. Membership Application 1. Brief description of the Company / Institute (max signs incl. spaces) English: German: 2. Expertise/Core Competence of the Company / Institute (max signs incl. spaces) : English: German: 3. Products / Services of the Company / Institute (max. 5 Headwords / á max. 70 Signs) English: German:

5 4. Value-Added Step(s) Product Design Process Simulation Materials & Auxiliaries Manufacturing Processes Production Systems Material Processing (i.e. Machining) Joining & Assembly Techniques Surface Technology Training & Education Recycling Services 5. Branch(es) Aerospace Wind Energy Automotive Construction Mechanical Engineering Transportation Marine Systems Civil Engineering Services Other (max. 2): 6. Catchwords (max. 5) Examples: Core, resin systems, adhasive technology, Construction, tools, etc. English: German:

6 2015 Geschäftsstelle CFK Valley e.v. Annex: Member Fees Small companies Mediumsized companies Member Fees Graduated according to performance Large-scale companies R&D institutes small R&D institutes large Misc. Stade One-time admission fee 1,500 3,000 6,000 1,500 3,000 3,000 3,000 Annual member fee 3,000 6,000 12,000 3,000 6,000 3,000 3, Small company: less than 50 employees and up to 7 million annual turnover and in possession of less than 25 % of the capital or voting stock of one or more companies that do not meet this definition Medium-sized company: less than 250 employees and more than 7 million and up to 40 million annual turnover or an annual balance of more than 5 million and up to a maximum of 27 million and in possession of less than 25 % of the capital or voting stock of one or more companies that do not meet this definition Small R&D Institute: less than 50 employees Large R&D Institute: more than 50 employees 2015 CFK Valley e.v.

7 CFK Valley e.v. Articles of a Registered Association As of: March 19,

8 1 Name, Seat, Business Year (1) The Association bears the name of CFK Valley (2) The Association's place of business is Stade (3) The fiscal year is identical with the calendar year. 2 Purpose (1) The purpose of the association CFK Valley e.v. is the realization and active development of a network that makes a significant contribution to the further development and widening of the use of fibre composite and its hybrid materials technology. To this end, member companies and institutes, that hold complementary recognized expertise along the entire value chain, or who wish to acquire such expertise, should be admitted to the association. Within the framework of globalization, this increasingly includes international companies in an innovative environment, so that the association is positioning itself globally. The retention and creation of qualified jobs, regionally as well as nationally and internationally, is associated with this. This should involve the cross-industry utilization of the infrastructure developed with the help of funding by the state of Lower Saxony and the Hanseatic city of Stade, as well as the experience of CFK Valley. (2) While simultaneously safeguarding the economic independence of every association member, the aim is to achieve cross-industry international technology market dominance for fibre composite and hybrid structures through targeted addition to the network of suitable national and international partners, success-oriented bundling of expertise and individual activities, comprehensive networking of the information and decision flows required for the functional capacity of the network, target-oriented project and direct business initiation and acquisition, joint PR and marketing training and professional development measures. 2

9 This shall occur with the purpose of realizing added value with a view to knowhow development and advancement, optimization of process speed and automation, increase of response capacity, reduction of process and transaction costs, further flexibility of the value chain and thus the optimization of the technological process chain as well as the increase of profitability and improvement of market processing. (3) A further key aspect of association activities is the active representation of the network components at regional, national and international level. (4) The association shall not pursue any profit-making intention, irrespective of the thus induced innovation capacity and competitiveness. 3 Organizing Events Within the framework of the association purpose, carrying out CFK events is to be established. In deviation of 2 para. 2 sentence 4 of these Articles of Association, the association shall act in a profit-making capacity (secondary economic purpose) in this respect. It shall endeavour to ensure that participating association members receive preferential rates. 4 Membership (1) Applications for membership may be submitted by all natural persons, commercial partnerships and public or private legal bodies who support the purposes outlined in paragraph 2 by providing human resources, financial means and know-how and who (in line with cartel regulations and in particular with para. 1, 14 et seqq. German Antitrust Act) contribute to and promote the Association and its purposes in an essential manner, make available their knowledge and thereby play an active part in joint processes provide information (company profile, questionnaires etc.) to develop a joint performance profile provide active information for marketing and PR activities of CFK Valley support the Steering Board, Branch Experts, Technology Advisor and Main Office in achieving the purpose of the Association. (2) Each association member is authorized to propose new members for admission. Admission applications will be submitted in writing. The Steering Board has the authority to approve submitted applications. Admission cannot be automatically claimed. (3) Each association member will maintain his legal and economic independence and continues to pursue his own corporate goals. No member is obligated to reveal his corporate secrets and marketing strategies. 3

10 (4) Financial obligations of members can be derived from Annex 1 of this Article (5) Each member will provide the Steering Board with the name of the point of contact of their respective organization (6) Admission of a new member takes effect upon written approval of his application by the Steering Board and upon payment of the admission fee in accordance with Annex 1 of these Articles. (7) Membership ends a) upon a member s death (natural person) or upon termination (business, partnership, legal person) b) upon resignation c) upon expulsion from the Association (8) The Steering Board will be notified of the resignation in writing. It is effective only if the deadline of six months to the end of the year is met. (9) If valid grounds exist in his person, an Association member may be expelled from the Association. A two-thirds majority vote by the Steering Board members is necessary for the expulsion to become effective; At least two weeks prior to the decision to be made by the Steering Board, the request for expulsion indicating the reason for the expulsion will be addressed to the member in question to give him/her the opportunity to comment on the request. The expulsion document will be given to the member in writing (registered mail) and is effective upon receipt. 5 Bodies of the Association Bodies of the Associaton are 1. the Steering Board 2. the Board of Directors 3. the General Assembly (MV) 6 Steering Board (STB) (1) The Board of Directors (Steering Board) are responsible for controlling the strategic development of the CFK Valley e. V. They lead the business of the Association and are responsible for the setup of the budget. 4

11 (2) The Steering Board consists of 3 people. One board member is full-time (Executive Chairman), the other two work on a part-time basis. The board members are appointed by the Supervisory Board (Board of Directors). Their responsibilities are divided into Finance, Technology and Business Development. The Board of Directors (Steering Board) represents the Association in and out of court with 2 members. They hold the responsibility for the employees of the Association, decide about the admittance of new members, and name the Branch Experts, initiate working groups, projects as well as joint organizations. The employment contracts regulate further details. (4) The Board of Directors (Steering Board) report to the Supervisory Board (Board of Directors) with a written quarterly report. The participation in the supervisory board sessions is obliging for the board members; however, there is no legal right to participate in the sessions. The Board of Directors (Steering Board) report at the General Assembly (MV) on the running fiscal year and the work of the specialty representatives (Branch Experts, Technology Advisors). The Board of Directors (Steering Board) can give themselves for their work rules of procedures. 7 Supervisory Board (Board of Directors BD) (1) The supervisory board (Board of Directors) consists of five people, who select a chairperson from their ranks. (2) The members of the Supervisory Board (Board of Directors) are elected by the General Members (MV) from their ranks for 4 years. They should have commercial expertise, direction experience and if possible also experience in committee work. Whoever belongs to the Board of Directors (Steering Board) cannot be a Member of the Supervisory Board (Board of Directors). (3) The activity of the supervision councilors is honorary. The supervision councilors receive an expense lump sum; the amount is set by the General Assembly (MV). (4) The Supervisory Board (Board of Directors) has to supervise the Board of Directors (Steering Board). They have the right to inspect the business documents at all times. The Board of Directors (Steering Board) is obliged to give to the Supervisory Board (Board of Directors), chairperson or instructed member information and to give insight of all business occurrences. 5

12 (5) The tasks of the Supervisory Board (Board of Directors) are especially Appointment and withdrawal of the Board of Directors (Steering Board) Conclusion of the employment contracts of the board members Appointment of authorized persons and committees Statement to the annual report and relief of the board of directors If needed appointment of an accountant for the yearend audit Approval to acquire, to sell and debit the business operation properties Approval for entering participations Approval in order to enter obligations to the amount of more than (one hundred thousand Euros) (6) The Supervisory Board (Board of Directors) meets 4 times a year. Extraordinary sessions are possible. The chairperson calls up the Supervisory Board (Board of Directors). (7) The Supervisory Board (Board of Directors) is quorate if the chairperson and at least a further member is present. The decisions are taken with a simple majority. In urgent cases, the chairperson can cause a decision of the Supervisory Board (Board of Directors) also by a written poll (if necessary also electronically). Concerning consultations and their results, a written record is to be prepared, that is to be signed by the chairperson. The board members participate by invitation in the sessions of the Supervisory Board (Board of Directors) without the rights to vote. 8 General Assembly (Meeting of Members MV) (1) The General Assembly (MV) is the deciding organ of the Association. In the General Assembly (MV), the goals of the Association are determined and the business reports of the Board of Directors (Steering Board) are presented. (2) The tasks of the General Assembly (MV) are Election of the Supervisory Board (Board of Directors) out of the circle of the members Decision of the expense compensation of the supervision councilors Decision on the elevation of contributions and the excess use Decisions regarding the statute and statute changes Approval of the budget and the year-end close of the Association Election of the annual cash auditor 6

13 Confirmation of the Technology Advisor Decision on the release of the Supervisory Board (Board of Directors) (3) In every fiscal year, an orderly General Assembly (MV) will take place. Extraordinary General Assemblies (a. o. MV) are to be called up, provided that it appears to be required in the interest of the Association, farther if half of the members demand the summoning under information of the agenda and the reasons. The General Assembly (MV) is called up by the executive management and another member of the Board of Directors (Steering Board) namely by a simple letter or electronically with the information of time, place and agenda. The invitation time period amount is at least two weeks. The duly called up General Assembly (MV) is quorate without taking into consideration the number of the present or represented members. (4) Each member may designate an executive employee or a legal or tax council employee who, by law, is bound to secrecy, to act as their representative; the authorized representative must present a written proxy. (5) In the General Assembly (MV), the managing Board of Directors and the chairperson of the supervisory board report on all important activities of the Association Decisions are principally based on a simple majority votes and each member has one vote to become effective, any modification of these Articles is subject to a majority of at least 75% of the votes. (6) The General Assembly is led by the executive management or a meeting leader to be chosen from the meeting of the members Decisions of the General Assembly (MV) are recorded in a protocol in writing. The block choice procedure is allowable. The protocol is to be signed by the keeper of the minutes and the meeting leader. 9 Technology Advisor (TA) (1) The Association has Technology Advisors (TA). The Technology Advisors (TA) must have expertise and knowledge that correspond with the extent and significance of their office. (2) Each member may nominate a member of the Association for the election as Technology Advisor (TA). The Technology Advisor is elected by the General Assembly. The term of office is 2 years. The re-election of the Technology Advisor (TA) is allowed. (3) The work as a Technology Advisor (TA) is honorary (4) The Technology Advisor (TA) has the task of giving expert advice to the Board of Directors (Steering Board). (5) The Technology Advisor (TA) meetings are at least twice a year The Technology Advisor (TA) submits written 7

14 recommendations and proposals to the Steering Board. 10 Branch Expert (BE) (1) Branch Experts (BE) are in included in the Association for the integration of industry specific knowledge. (2) The Branch Experts (BE) must prove expertise in specific branches of industry and be professionally involved in these fields. (3) Each member can nominate a Branch Expert (BE). The Branch Experts (BE) are appointed by the Board of Directors (Steering Board). (4) The term of office is 2 years. Renewed appointment is possible (5) The work as a Branch Expert (BE) is honorary 11 Training Cooperation with the PFH Göttingen In the frame of the education partnership, the Gesellschaft für praxisbezogene Forschung und wissenschaftliche Lehre ggmbh (Association for Practice-Related Research and Scientific Teaching) seated in Göttingen has as a supporting organization of the Private University Göttingen (PFH) following legal status: (1) Under the consideration of the Lower Saxony Higher Education Act (NHG) the Private Hochschule Göttingen in accordance with the Ministry of Science and its personnel and resources, offers technology and economic science courses of studies in Stade and implements them under consideration of its educational mandate. (2) The courses of studies are also presented also on behalf of CFK Valley e. V.; These courses of study are arranged and developed - under the consideration of the scientific freedom at the Private Fachhochschule Göttingen and its state approval as well as adjunctive conditions and requirements - in accordance with scientific experts who are members of the Association. 12 Reserve, Year End (1) The Association's annual financial statement is prepared and authenticated by a tax consultant who is 8

15 authorized by the Board of Directors (Steering Board). (2) A reserve of up to ,00 is set from possible excess funds. To prevent the Association from making a total profit, fees are adapted accordingly, if the aforementioned amount is reached. 13 Cash Auditing (1) Through the General Assembly (MV), two cash auditors are elected for the duration of two years, they may not belong to the Board of Directors (Steering Board) or Supervisory board (Board of Directors) and not be employees of the Association. (2) The cash auditors have the tasks of Reviewing invoices and checking proper booking Verification of statutory usage of the finances Determine the cash balance at least once a year (3) The cash auditors prepare a report on the result of their audit. (4) The cash auditors report at the General Assembly (MV) of the result of the cash audit. (5) The cash auditors work is honorary. 14 Possible disputes In case of internal conflicts within the Association, a mediation procedure will be initiated as a first measure. An appropriate mediator must be agreed upon by all. 15 Dissolution of the Association (1) The Association can only be dissolved by the General Assembly (MV) with a majority of 75% of the votes at a minimum. (2) Liquidators authorized as joint representatives will then be elected by simple majority. (3) In the case of a dissolution, the assets of the Association will be turned over to the Hanseatic City of Stade for 9

16 the further use in economic support. 10