Article 11The Presiding Committee
11.1
The Presiding Committee consists of the President and Vice-President and other members of the Presiding Committee.
11.2
The Presiding Committee members are elected by the General Meeting of Members. In the election, account must be taken of proportionate representation with regard to membership of regions, industries and corporate size.
The term of office is governed by Article 10.2 sentences 1, 3 and 4 accordingly.
11.3
The Presiding Committee has the following tasks and rights:
11.3.1
appointment and recall of Executive Members of the Board of Directors (Executive Directors),
11.3.2
advising the Board of Directors,
11.3.3
approval of the annual budget to be submitted by the Board of Directors for the following year,
11.3.4
to draw up Terms of Reference for the Board of Directors, listing the transactions and measures requiring approval from the Presiding Committee,
11.3.5
to establish working committees and to elect members of the Presiding Committee as their Chairmen,
11.3.6
to make proposals for the main areas of activity of the EBC,
11.3.7
to promote the activities of the EBC by the establishment of contacts,
11.3.8
to make proposals for the election of Presiding Committee members.
11.4
The Presiding Committee takes resolutions in meetings convened by the President or Vice-President. The Presiding Committee should meet at least once a year.
11.4.1
Meetings of the Presiding Committee are chaired by the President. They may also be chaired by the Vice-President or another person nominated by the Presiding Committee members in attendance, especially in the absence of the President.
11.4.2
The Presiding Committee is quorate, if at least one-half of its members, including the President or Vice-President, are present. Resolutions are taken by majority of valid votes cast. The Presiding Committee can take resolutions in writing if no member objects to this form of resolution. Minutes must be taken of resolutions and signed by the Presiding Committee member designated to keep the minutes.
11.4.3
Resolutions of the Presiding Committee are announced in public by the President or Vice-President.
11.5
The members of the Presiding Committee act in an honorary capacity.
Article 12The Board of Directors
12.1
The Board of Directors for the purposes of § 26 German Civil Code consists of the President and Vice-President of the EBC and at least three and no more than seven further Executive Members of the Board of Directors (Executive Directors). The first members of the Board of Directors are appointed by the founders.
12.2
The EBC is represented in and out of court jointly by two members of the Board of Directors.
12.3
The Executive Directors (the Executive Board) are elected by the Presiding Committee. For the length of the period of office, Art. 10.2 applies.
12.4
The Board of Directors is responsible for orderly management of business and accounting. In particular, it has the following duties:
12.4.1
preparation of an annual budget,
12.4.2
preparation of the Report for the Year and Annual Financial Statements,
12.4.3
submission of the documents pursuant to 12.4.2 with the audit report of the auditor to the President and Vice-President at the latest two months before the regular Annual General Meeting,
12.4.4
submission of the documents pursuant to 12.4.3 at the General Meeting of Members,
12.4.5
preparation of the main activities of the EBC, taking appropriate account of the resolution to the General Meeting of Members and the Presiding Committee and the directions given to the President and Vice-President,
12.4.6
convention of the General Meeting of Members - the rights of the President and Vice-President pursuant to Article 9.4 remain unaffected,
12.4.7
as appropriate, formation and supervision of the Secretariat.
12.5
The Board of Directors resolves at meetings convened by the President, Vice-President or two other members of the Board of Directors.
12.5.1
The Board of Directors is quorate if at least three of its members are present; if the Board of Directors consists of four members or less, it is enough for two members to be present. Resolutions are taken by the majority of valid votes cast. The Board of Directors can also take resolutions in writing if no member of the Board of Directors objects to this form of resolution. Minutes must be kept of the meetings and signed by the member of the Board of Directors designated to keep the minutes.
12.6
If requested by the President, Vice-President or two other members of the Board of Directors, resolutions must be submitted to the General Meeting of Members for decision.
12.7
Members of the Board of Directors act in principle in an honorary capacity; the Presiding Committee may, however, determine appropriate remuneration for individual members of the Board of Directors insofar as this appears justified in view of the workload and if the financial situation permits; Article 13.2.5 remains unaffected.