Articles of Association German Mittelstand e.V.

1. Name, seat, business year, registration

a. The association bears the name "German Mittelstand e.V.".

b. The registered office of the Association is Munich.

c. Fiscal year is the calendar year.

d. The association shall be entered in the register of associations.

2. Purpose of the association

Small and medium-sized enterprises are the mainstay of the German economy. But old securities are threatened by globalization and digitization. The association sees its task as networking SMEs, supporting the exchange of experience, opening up perspectives and facilitating individual tasks such as restarting, repositioning or succession planning by providing concrete advice and assistance.

The task of the association is to actively promote and shape the concept of "Mittelstand" and to spread it beyond the borders of Germany.

3. Membership

a. Any natural or legal person may become a member of the Association. Membership requires an application supported by two members.

b. Alternatively to a full membership there is the possibility to become a supporting member of the association. This does not require the support of any members. There is no voting privilege associated with sustaining membership.

c. The board of directors decides on the admission. The membership begins with the receipt of the written notification of the board to the new member about the admission to the association. There is no right to admission.

The membership ends by

  1. Death
  2. Termination of the member. This is to be addressed to the board of the association with a notice period of three months. The paid membership fee remains with the association.
  3. Withdrawal. The Executive Board may revoke membership if a member damages or endangers the reputation or the purposes and interests of the Association or has not fulfilled his or her obligation to pay membership fees for more than two years despite a registered reminder. Before a decision is made, the member must be given the opportunity to comment. The decision is to be communicated to the member. An appeal is only possible to the general meeting following the withdrawal, which will then make the final decision. Until this decision, the membership with all rights is suspended.

4. Membership fee

a. The Association shall levy a membership fee to be determined by the General Assembly.

b. Dues are due on February 1 of each year.

c. Funds of the Association may only be used for the purposes set forth in the Articles of Association.

5. Institutions

Organs of the association are

  • the board of directors
    the general meeting

6. The board of directors

a. The Executive Board shall consist of the Chairperson, up to three Vice-Chairpersons, the Treasurer, and the Secretary.

b. It shall be elected by the General Assembly for a term of two years. The election shall be held individually for each office and in each case by acclamation, unless a written ballot is requested by at least one member.

c. Board members must be members of the Association.

d. The Board shall conduct the business of the Association on an honorary basis. It may establish an office.

e. Notwithstanding paragraph d., the general meeting may decide that individual members of the board shall be paid an appropriate remuneration.

f. The association is actively represented by the chairman in and out of court.

g. The treasurer manages the cash of the association, keeps records of all income and expenses and presents the accountability report to the general meeting.

h. The secretary records the meetings of the board, as far as they are of economic or other importance for the association, furthermore the resolutions of the general meeting.

7. The general meeting

a. Before the end of the fiscal year, an ordinary general meeting must be held at the registered office of the Association, at which the annual accounts of the previous year must be presented. A written invitation to this meeting must be sent (by e-mail or, at the member's request, always by letter) to the last address communicated.

b. An extraordinary general meeting must be called if the board of directors decides so, if the interest of the association requires it, or if the third part of the members has requested in writing from the board of directors the calling of such a meeting, stating the purpose and reason of an immediate general meeting.

c. The Board is responsible for setting the provisional agenda and for convening the General Meeting.

d. A notice of four weeks shall be given for an ordinary general meeting, and a notice of two weeks shall be given for an extraordinary general meeting, stating the agenda.

e. The general meeting shall be chaired by the chairman, the deputies in their order or, if they are unable to do so, by the secretary of the association; if they are unable to do so, the general meeting shall elect a chairman of the meeting from among its members.

f. The general meeting has a quorum regardless of the number of members present.

g. Each member has one vote. The granting of a voting proxy is only permissible to a member of the association, who can only exercise a voting proxy for a member who is not present. The proxy must be notified in advance in writing to the Executive Board or the election officer.

h. The general meeting is responsible for

1. Amendments to the Articles of Association,
2. Election of the Board of Directors and its discharge,
3. Determination of contributions
4. Adoption of rules of procedure for the Executive Board
5. Resolutions according to 6.e
6. Final withdrawal of membership after appeal by the member concerned, which must be received in writing by the beginning of the meeting.
7. Dissolution of the Association and the use of the Association's assets.

8. Minutes of the meeting

a. A record of the proceedings of the General Meeting shall be prepared and signed by the chairman of the meeting and the secretary.

b. A copy of the minutes of the meeting shall be sent to the members within four weeks after the meeting.

c. If no objection is received within a further two weeks, the minutes shall be deemed approved.

9. Board of Trustees

The general meeting may decide to establish a board of trustees. The Board of Trustees represents the goals of the Association externally and advises the Executive Board. The number of members of the Board of Trustees shall not exceed 13, their term of office is limited.

Its members are appointed by the Board on the proposal of members of the Association.

The General Meeting may correct the composition of the Board of Trustees by resolution. The Board of Directors shall attend the meetings of the Board of Trustees, and the Secretary shall prepare minutes of all resolutions and recommendations of the Board of Trustees, regardless of the form in which they are made.

The Board of Trustees shall elect a chairperson to be the spokesperson.

10. Dissolution of the association

a. The dissolution of the Association can only be decided in an extraordinary General Meeting convened with this agenda item.

b. The presence of 4/5 of the members is required for a quorum.

c. If this quorum is not present, a further General Meeting with the same agenda shall be convened four weeks after the date of the meeting. This further meeting may take place no earlier than two months after the first general meeting. The invitation shall state that the new general meeting shall constitute a quorum irrespective of the number of members present.

11. Liquidation and accrual of the foundation's assets

The liquidation is the responsibility of the chairman. In the event of dissolution or annulment of the Association, the persons entitled to seizure shall be determined in the resolution of dissolution.

12. Gender statement

For reasons of better readability, the language form of the generic masculine is used in these Articles of Association irrespective of gender.

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