Articles of Association
Northwest Germany is one of the world’s most intensively farmed agricultural regions. In the last one hundred years an extensive value-creation network has developed around the agricultural production activities which are of great economic significance for the region around Osnabrück, as has a leading agricultural system technology cluster primarily made up of owner-managed companies. Numerous scientific institutions such as Osnabrück University of Applied Sciences, the “Competence of Applied Agricultural Engineering” (COALA) university competence centre, the University of Osnabrück and the German Research Centre for Artificial Intelligence GmbH (DFKI) are based in the region.
The “Agrotech Valley Forum” association was founded to promote cooperation between companies and scientific institutions as well as to create links between agriculture and up- and down-stream industries and other economic and research fields. This, in turn, should stimulate the transfer of knowledge between developers and users and increase networking potential across the entire bio-economic value creation chain.
In addition to this, the association aims to promote the innovative power of the region and its companies by initiating innovation projects and assisting start-ups. In order to achieve this objective the association focuses on establishing links between business, the sciences and government authorities as well as collaboration between existing business development agencies and the knowledge and technology transfer bodies run by universities.
The association’s activities focus on the digital transformation of agricultural and nutritional science to facilitate the sustainable production of food. To achieve its objective of developing resource-saving agricultural practices the Forum develops new processes and technologies and campaigns for their wider acceptance by practitioners. This is where the greatest potential lies for the agricultural technology industry. The guiding vision is to create a region which functions as a global incubator for the sustainable production of food using digital technologies.
On 1 July 2019 the Landkreis Osnabrück district assembly voted to actively support the founding of the Agrotech Valley Forum e. V.; to join the association as a founding member and that its district chief executive (Landrat) should become a member of the association’s board.
Every member commits to the association’s objectives and tasks and undertakes to support them to the best of their ability.
Note: For reasons of easier reading it has been decided not to use male and female gender forms simultaneously. All personal designations and pronouns apply equally for both genders.
Sect. 1 Name, Headquarters
(1) The association will be named “Agrotech Valley Forum”. It should be entered into the Register of Associations. Following entry it will bear the amendment “e. V.” (registered association).
(2) The association will be headquartered in Osnabrück.
(3) The association’s financial year will be identical to the calendar year.
Sect. 2 Purpose and Tasks
(1) The “Agrotech Valley Forum” is a regional network of scientific institutions, educational institutions, regional administrative authorities and companies in the agricultural and nutritional science sectors which focus on agricultural system technology and its efficient integration into future food production value creation chains which are based on digital technologies. The association’s purpose is to
a) Carry out research projects and to support scientific activities and research in the fields of agricultural and nutritional science with a focus on agricultural system technology,
b) Bundle the agricultural system technology-related competences in the Northwest Germany’s scientific and business sectors and to highlight these competences in the sense of location marketing,
c) Strengthen the innovative capabilities and international competitiveness of the Northwest German agricultural and nutritional economy,
d) Promote the creation and safeguarding of training and work positions in Northwest Germany.
(2) The association’s specific tasks will, in particular, be to
a) Promote specialist cooperation and research,
b) Initiate, accompany and carry out research and development projects, focusing in particular on the association’s objectives and issues affecting its members when doing so,
c) Develop and promote links between agricultural system technology companies and between companies and universities,
d) Promote cooperation with other national and international expert associations and federations which represent the interests of the agricultural and nutritional science industries or related sciences; to drive forward the timely transfer of technology and to promote innovative approaches, in particular where agricultural technology intersects with up- and down-stream sectors,
e) Create an appropriate national and international public image,
f) Assist and develop young scientists and academics and to play a role as a catalyst for training, qualification and further training,
g) Carry out any other measures which promote the association’s objectives.
(3) The association’s funds and assets may only be used for the purpose specified in these articles and according to the principles of economical budget management. Members will not receive any grants from the association’s funds or assets.
(4) No individual may benefit from expenditure which is not related to the association’s purpose or from unreasonably high remuneration, compensation of expenses, reimbursement of costs or similar.
Sect. 3 Membership
(1) The following persons/entities may become ordinary members:
a) Legal entities and other associations of persons governed by private law which are active in the fields of agricultural system technology and agricultural and nutritional science and are headquartered in the Northwest Metropolitan Region; in the geographical area of responsibility of the Office for Regional Development in the Weser-Ems District or in the North Rhine-Westphalian administrative districts of Münster and Detmold, or have business premises devoted to increasing added value in the region covered by the association and recognize these articles of association and wish to act in accordance with them.
b) Legal entities governed by private law which are headquartered in the Northwest Metropolitan Region; in the geographical area of responsibility of the Office for Regional Development in the Weser-Ems District or in the North Rhine-Westphalian administrative districts of Münster and Detmold and recognize these articles of association and wish to act in accordance with them.
(2) The following persons/entities may become associate members:
a) Legal entities and
b) Natural persons
who undertake to further the objectives of the association as defined in the Preamble and/or in Section 2.
Taking all legal and, in particular, state aid-related preconditions into consideration, both ordinary and associate members may make equal use of the association’s services. Insofar as required, the members will make corresponding contractual provisions.
Associate members will have no active or passive voting rights in the association’s bodies.
Associate members may participate in the association’s working groups.
(3) A written application for membership must be submitted to the association’s board. The steering group must discuss membership applications. Following discussion the steering group will submit a recommended resolution to the members’ general meeting. The members’ general meeting will vote on whether to accept applications; a simple majority of votes will decide.
(4) Membership will expire upon death; the liquidation or dissolution of a legal entity or the member’s resignation or expulsion. Members may resign by submitting a written declaration to the board with a period of notice of 4 weeks to the end of the financial year. Any claim to a refund of membership fees which have already been paid is excluded.
(5) Should a member commit a serious infringement of the association’s articles of association or guidelines or behave in a manner which damages the association’s interests and reputation, then the board may pass a resolution to expel them. The member must be given the opportunity to make a statement prior to such action being taken. The board must inform the member in writing of the resolution, giving reasons for its decision. The member may appeal against the resolution to the members’ general meeting within a period of 14 days. The members’ general meeting will make a final decision by means of a vote passed with a simple majority. The member must be invited to attend the general meeting and allowed to speak.
(6) All members must pay an annual subscription as defined by the Members’ Contribution Rules.
Sect. 4 Organs of the Association
(1) The association’s organs are
- The members’ general meeting
- The board
- The steering group
(2) Ordinary members will have a maximum of one vote each in the association’s organs.
(3) Associate members will have no voting rights in the association’s organs.
(4) The members’ general meeting may decide to create further organs.
(5) The association’s organs and the persons who participate in them are obliged to maintain confidentiality regarding all business transactions carried out by members and their affiliated companies which these persons may become aware of within the scope of their duties for the association.
Sect. 5 Members’ General Meeting
(1) The members’ general meeting will pass resolutions on all matters concerning the association insofar as the articles of association have not assigned these matters to the board.
(2) The members’ general meeting will, in particular, be responsible for
a) The acceptance of ordinary and associate members,
b) The determination of general guidelines for the association’s programme,
c) The appointment and dismissal of members of the board and their deputies,
d) Ratifying the actions of the board,
e) Approving the budget,
f) Passing resolutions regarding the Members’ Contribution Rules,
g) Passing resolutions regarding amendments to the articles of association,
h) Passing resolutions regarding dissolution of the association.
(3) Amendments to the articles of association and dissolution of the association will require a 3/4 majority of the votes cast by the ordinary members who are present.
(4) The ordinary members’ general meeting will meet at least once a year, wherever possible in the 4th quarter. It will be convened in writing by telefax or email by the chairman of the board or his representative with a period of notice of four weeks. The agenda may be submitted later in the same form and at the latest one week before the date of the meeting. Motions for the agenda must be submitted to the board by telefax or email at the latest 3 days before the members’ general meeting.
(5) The members’ general meeting will be quorate if at least 1/3 of the ordinary members are present.
(6) An extraordinary members’ general meeting may be convened in the manner described above if the association’s interests require this or if 1/3 of the ordinary members demand this in writing, stating their reasons.
(7) Members’ general meetings will be chaired by the chairman of the board; if he cannot be present, then by his deputy. Should the deputy also not be available, then the members’ general meeting will appoint a chairman. Where elections are held, chairmanship of the general meeting may be transferred to another ordinary member for the duration of the election process.
(8) The managing directors must compile a results log for the members’ general meeting and it must, in particular, record the resolutions which were passed. The results log must be signed by the chairman of the general meeting.
(9) Resolutions may also be passed using the so-called circulation procedure (also by fax or email) if all ordinary members agree to this in advance.
Sect. 6 The Board
(1) The board will be responsible for carrying out or initiating the association’s work in line with the resolutions and guidelines of the members’ general meeting.
(2) The board will be elected by the members’ general meeting for a period of two years, commencing on the day of the election, and be made up as follows:
a) The district chief executive (Landrat) of the Landkreis Osnabrück administrative district as an ex officio member (this individual will carry out their activities on the board as their main occupation)
b) 3 representatives to be elected from among member companies from the agribusiness sector
c) 1 representative to be elected from a public university in Osnabrück which is a member of the association (where more than one public university in Osnabrück is a member of the association, then these universities will rotate the post on the board)
(3) The board will elect from among its members a chairman, a deputy chairman and a treasurer, all with a simple majority.
(4) The members’ general meeting must elect a personal deputy for each member of the board; this individual will represent the corresponding board member at meetings should they not be able to attend. The representative of the public universities in Osnabrück which are members of the association may select an individual working at another university in Osnabrück which is a member of the association to act as their deputy at board meetings. This deputy must be elected by the members’ general meeting. The district chief executive (Landrat) of the Landkreis Osnabrück administrative district will be represented by the managing director of the Osnabrücker Land business development agency (WIGOS GmbH).
(5) Only appointed representatives of ordinary association members may be elected. Re-election is permitted. The board will remain in office until a new board is elected.
(6) The persons receiving the most votes will be deemed to have been elected. In the event of a tie a second ballot must be held. Should no objections be made by the members’ general meeting, then one ballot may be held to elect the entire board. Should ordinary members object to this at the members’ general meeting, then each member of the board must be elected individually.
(7) Should a board member withdraw from their office early, then the next members’ general meeting will elect a successor for the remaining period of office of the individual leaving the post. Board members’ periods of office will end upon expiry of their membership of the association.
(8) The board authorized to represent the association under the provisions of Sect. 26 German Civil Code (BGB) will be comprised solely of the members stated in Para. 2. The association will be represented by two of these members. The office of chairman of the board is a personal office.
(9) The chairman of the board will invite members of the board to attend board meetings in advance and in writing, stating the agenda, at the latest 2 weeks beforehand. If he is not available to issue the invitation, then the deputy chairman will do so. The deadline will commence on the working day following the one on which the invitation is sent. Should motions to amend the agenda be submitted at the board meeting itself, then the board will take a vote on them. The board will be quorate if all members have been invited and at least three of members, including the chairman or his deputy, are present. Board meetings may be held without compliance with regulations regarding form and procedure insofar as all board members agree to this.
(10) Board votes will be passed with a simple majority of the votes cast. Abstentions will be deemed to be votes which have not been cast. In the event of a tie the chairman, or, in his absence, the deputy chairman, will have a casting vote. The board may also pass votes in advance using the so-called circulation procedure (also by fax or email) if all members of the board agree to this in advance.
(11) The board will manage the association and ensure that the latter carries out its tasks. It will meet at least three times a year. It will be bound by the resolutions passed by the members’ general meeting, however may decide freely within these limits. It is entitled to give financial instructions within the scope of the budget.
The board is, in particular, responsible for
a) Acceptance of applications for membership and the expulsion of ordinary and associate members,
b) Election of at least 18 members to the steering group
c) Compilation of an annual budget and an annual financial statement,
d) Compilation of the annual report,
e) Appointment and dismissal of the association’s managers,
f) Carrying out of the resolutions passed by the members’ general meeting,
g) Conclusion and termination of contracts,
h) Preparation and convening of the members’ general meeting and compilation of its agenda.
(12) The board may hire employees to carry out administrative tasks.
Management of the association will be delegated to managers. Rights and obligations must, in each case, be regulated in written contracts.
(13) The association’s management will participate in meetings of the board and steering group in an advisory capacity.
Sect. 7 The Steering Group
(1) The association will have a steering group made up of the members of the board and at least 18 further persons from among the ranks of the ordinary members, whereby each ordinary member may field more than one candidate for election.
(2) Further members may be elected by the board for a period of two years. Re-election is possible. The board may dismiss members of the steering group before their period of office expires; a majority of the votes cast will be sufficient to do so.
(3) The chairman or deputy chairman of the board will hold the office of chairman of the steering group.
(4) The steering group will meet at least three times a year. The chairman of the board will invite the members of the steering group to attend its meetings in advance and in writing by telefax or email, stating the agenda, at the latest 2 weeks beforehand. The deadline will commence on the working day following the one on which the invitation is sent. Steering group meetings may be held without compliance with regulations regarding form and procedure insofar as all steering group members agree to this.
(5) The steering group’s tasks will be:
- To promote the association’s development and activities. When doing so, the steering group will advise the board on all important issues relating to the association and assist it in strategic matters.
- To discuss applications for membership and make recommendations for resolutions to the members’ general meeting.
- The steering group may decide to form topic-related working groups which may be made up of both ordinary and associate members. If required, the working groups will report to the steering group on their work.
- The steering group will have the right to contribute stimuli and motions to the members’ general meeting.
- The steering group will promote the association’s ideas and objectives to the public.
Sect. 8 Management
(1) The association managers appointed by the board will be responsible for daily operations. They must manage operations in line with the articles of association and resolutions passed by the association’s organs.
(2) The managers will be subject to instructions issued by the board. They will be responsible for executing the resolutions passed by the members’ general meetings and for orderly accounting and presentation of the annual financial statement.
(3) The managers will coordinate the activities of the working groups.
Sect. 9 Financing
The following funds will be used to pursue the association’s purposes and objectives and to cover the personal and material costs of management:
a) Membership subscriptions,
b) Public funding,
c) Financial and non-cash donations made by members and other sponsors.
Sect. 10 Consolidation of the Annual Accounts
The association should provide the Landkreis Osnabrück administrative district with:
a) All documents and receipts required to examine cash transactions and thus facilitate an inspection by the Audit Office
b) As specified by Sect. 137 Para. 1 (8) Lower Saxony Local Governance Act (NKomVG) and for the purpose of consolidating the association’s annual accounts with those of the regional authority to create consolidated overall financial accounts as per Sect. 128 Para. 4 to 6 and Sec. 129 NKomVG, all documents and receipts required to compile consolidated overall financial accounts
within 3 months of the end of each financial year.
Sect. 12 Limitation of Liability
(1) The association will only be liable for damages of any kind incurred by a member if an organ member or other person who is responsible for the association under German civil law has caused these damages with intent or due to gross negligence.
(2) The registered association will be responsible for any possible damages for which its members are liable in their capacity as representatives of the preceding association from the point in time at which the association is registered.
Sect. 13 Objections made by the Competent Registry Court
Should the competent registry court object to the association’s articles, then the board will be entitled to make the required formal amendments and corrections without convening a members’ general meeting. The members must, however, be informed of this.
Sect. 14 Costs
The association will bear the costs incurred within the scope of its founding.
Sect. 15 Coming into Force
These articles of association, passed by the members’ general meeting on 17 July 2019, will come into force upon entry into the register of associations.