Articles of Association
I. Name and registered office of the co-operative
§ 1 Company name and registered office
The co-operative operates the company Die Stadtfelder Wohnungsgenossenschaft eG and has its registered office in Magdeburg.
II. Purpose of the co-operative
§ 2 Purpose and Scope of the Co-operative
(1) The purpose of the co-operative is to support its members, primarily by providing good-quality, secure and socially responsible housing.
(2) The co-operative may manage, construct, acquire, dispose of and maintain buildings in all legal and usage forms. It may undertake all tasks arising in the fields of housing and property management, urban development and infrastructure. These include communal facilities and ancillary facilities, shops and premises for commercial enterprises, as well as social, economic and cultural facilities and services.
(3) The cooperative may acquire shareholdings within the framework of Section 1(2) of the Cooperatives Act. This permits holdings in companies
and other associations of persons, including bodies governed by public law, provided that they
are intended a) to promote the livelihood or economic interests of the cooperative’s members or their social or cultural interests, or
b) is intended to serve the cooperative’s charitable aims, without constituting the sole or predominant purpose of the cooperative.
(4) The extension of business operations to non-members is permitted. The Executive Board and Supervisory Board shall determine the conditions in accordance with Section 28(f).
III. Membership
§ 3 Members
Membership is open to
a) natural persons,
b) commercial partnerships, and
c) legal entities governed by private or public law.
§ 4 Acquisition of membership
To become a member, an applicant must submit an unconditional application for membership signed by them and be admitted by the co-operative. The Executive Board decides on admission. The applicant must be provided with the Articles of Association in their current version before submitting their application for membership; it is sufficient if the Articles of Association are available online at the co-operative’s website and the applicant is offered a printed copy of the Articles of Association. A power of attorney to submit the declaration of membership must be in writing.
§ 5 Admission fee
(1) An admission fee is payable upon admission. The Executive Board and the Supervisory Board shall, following joint consultation in accordance with § 28(g), determine the amount of the admission fee, subject to a maximum equal to the value of one share.
(2) The admission fee shall be waived for a member’s spouse, registered civil partner, minor children or the heir who continues the membership.
(3) A prospective member who is already a member of another housing co-operative may, upon application, be exempted from paying the admission fee.
§ 6 Termination of membership
Membership shall cease as
a result of: a) termination (Section 7);
b) the transfer of the entire share capital (Section 8);
c) death (Section 9);
d) the dissolution or winding-up of a legal person or a commercial partnership (Section 10);
e) expulsion (Section 11).
§ 7 Termination of membership
(1) A member has the right to give notice of their resignation from the co-operative.
(2) Notice of withdrawal may only be given at the end of a financial year. It must be received by the co-operative in writing at least one year in advance.
(3) A member shall have a special right of termination, limited to one month, in accordance with section 67a of the GenG, in particular if the general meeting of members
a) resolves on a material change to the cooperative’s object,
b) resolves on an increase in the share capital,
c) the extension of a compulsory shareholding comprising several shares,
d) the introduction of an obligation on members to make additional contributions,
e) a notice period longer than two years,
f) the introduction or extension of an obligation to make use of the cooperative’s facilities or other services, or to provide goods or services.
(4) A member shall cease to be a member of the co-operative at the end of the financial year in respect of which notice of resignation has been given in due time.
§ 8 Transfer of the business capital
(1) With the approval of the Executive Board, a member may at any time, including during the financial year, transfer their entire share capital to another person by written agreement and thereby withdraw from the cooperative without a settlement, provided that the transferee is already a member or becomes a member.
(2) A member may, without withdrawing from the co-operative, and thereby reduce the number of their shares, provided that they are not obliged under the Articles of Association or an agreement with the cooperative to hold multiple shares, or that holding multiple shares is a prerequisite for a service provided by the cooperative which the member utilises. The conditions
set out in paragraph 1 shall apply mutatis mutandis.
(3) If the transferee is not a member of the co-operative, they must become a member and subscribe for shares amounting to at least the value of the share capital to be transferred. If the transferee is already a member, the capital share of the departing or transferring
member shall be added to the transferee’s capital share.
If, as a result of this addition, the amount of shares previously acquired is exceeded, the transferee must subscribe to one or more shares up to the amount of the new capital share. Section 17(6) (maximum number of shares with which a member may participate) must be observed.
§ 9 Termination of membership in the event of death
If a member dies, their membership shall be continued by their heir. However, membership shall cease at the end of the financial year in which the inheritance took effect. Until that time, where there are several heirs, they may only make declarations to the co-operative through a joint representative. The same applies to the exercise of the right to vote at the representatives’ meeting. The joint representative must be notified to the co-operative without delay.
§ 10 Termination of membership due to the winding-up or dissolution of a legal person or commercial company
If a legal person or a commercial partnership is wound up or ceases to exist, membership shall end at the close of the financial year in which the winding-up or cessation took effect. If the dissolution or termination results in universal succession, the universal successor shall continue the membership until the end of the financial year.
§ 11 Expulsion of a member
(1) A member may be expelled from the co-operative at the end of the financial year,
a) if they culpably breach, or breach in a manner that is unreasonable for the cooperative and its members, their obligations to the cooperative arising from the Articles of Association, other cooperative law, general legislation and the support relationship (in particular the tenancy agreement for the flat); A breach of duty in this sense shall include, in particular: where the member damages or attempts to damage the cooperative’s public reputation;
where the member fails to fulfil their obligation to subscribe to shares (mandatory shares) or to make payments on shares they have acquired (mandatory shares and other shares);
b) if an application has been made to open insolvency proceedings in respect of their assets;
c) if they have moved away without giving notice, in particular by failing to leave a valid address for service, or if their whereabouts have been unknown for more than 6 months.
(2) In the cases referred to in Section 11(1)(a), a written warning threatening expulsion is required, unless such a warning is dispensable. A warning is dispensable, in particular, if the member’s misconduct is serious or if the member seriously and definitively refuses to fulfil their statutory or other obligations towards the co-operative. In the case of expulsion pursuant to paragraph 1(c), the provisions of paragraph 3, second sentence, and paragraphs 4 to 6 shall not apply.
(3) Expulsion shall be effected by a resolution of the Executive Board. The member to be expelled shall be given the opportunity to comment on the expulsion beforehand.
(4) The Executive Board shall notify the member to be expelled of the expulsion resolution without delay by registered letter (e.g. registered post with proof of delivery). From the time the letter is posted, the expelled member may no longer participate in the General Meeting.
(5) The expelled member may lodge an appeal against the expulsion within one month of receiving the expulsion resolution by means of a registered letter (e.g. registered post with proof of delivery) addressed to the Executive Board. The Supervisory Board shall decide on the appeal. The Supervisory Board’s decision is final within the co-operative.
(6) In proceedings before the Supervisory Board, the parties concerned must be given the opportunity to submit their views. The Supervisory Board shall decide by a majority of the votes cast. The decision shall be notified to the parties concerned by registered letter (e.g. registered post with proof of delivery).
(7) A member of the Executive Board or the Supervisory Board may only be expelled once the Representatives’ Assembly has resolved to revoke their appointment or to remove them from office in accordance with Section 35(1)(h).
§ 12 Settlement of Accounts
(1) The co-operative must settle its accounts with the member who has withdrawn. The balance sheet approved for the financial year at the end of which the member withdrew shall be decisive (Section 35(1)(b)).
(2) A member who has withdrawn may only claim their settlement balance; they may not claim a share of the cooperative’s reserves or other assets. The settlement balance is calculated on the basis of the member’s business capital as set out in § 17 (7). Within the limits of the statutory provisions, the cooperative is
entitled, upon settlement, to set off any due and payable claims it has against the withdrawing member against the settlement balance. The member’s settlement balance shall be liable to the cooperative for any shortfall.
(3) The assignment or pledging of the settlement balance to third parties is not permitted and shall be of no effect vis-à-vis the cooperative. A member is not permitted to set off the settlement balance against his or her liabilities to the cooperative. The Executive Board
may grant exceptions.
(4) The settlement balance shall be paid to the departing member within six months of the end of the financial year in which the departure took place, unless the co-operative has, at the time the settlement balance becomes due, set-offable counter-claims
(e.g. for outstanding usage fees or compensation for damage caused through negligence to the co-operative flat) against the withdrawing member, but not before the balance sheet has been finalised. In such a case, the departing member shall assign the settlement balance to the cooperative in advance to the extent necessary to settle the counterclaims. The right to payment is subject to a limitation period of three years.
IV. Members’ Rights and Obligations
§ 13 Members’ rights
(1) Members exercise their rights in matters concerning the co-operative by electing representatives to the Representatives’ Assembly and, insofar as they are elected as representatives, jointly within the Representatives’ Assembly by passing resolutions. In doing so, they ensure that the co-operative is able to fulfil its duties.
(2) The cooperative’s objectives give rise, in particular, to the right of every member to
: a) housing provision through the use of a cooperative flat or a flat held under the legal form of flat ownership,
b) the use of the cooperative’s services and facilities in accordance with the provisions laid down for this purpose, as well as the right to share in other benefits which the cooperative grants to its members in accordance with the principles established for this purpose under Section 28.
(3) By virtue of their membership, members are entitled, in particular, to
a) acquire further shares in accordance with § 17,
b) elect representatives to the Representatives’ Meeting (see § 31),
c) to request, in a written petition submitted by one-tenth of the members, the convening of a Representatives’ Meeting or the inclusion of items for resolution at a Representatives’ Meeting that has already been convened, provided that these fall within the remit of the Representatives’ Meeting (Section 33(4)),
d) to attend a Representatives’ Meeting convened in accordance with § 33 (4) and to exercise the right to submit motions and speak through an authorised representative, provided that they are among the members at whose request the Representatives’ Meeting was convened (§ 33 (5)),
e) to request, in a written petition submitted by one-tenth of the members, the convening of a general meeting of members for the purpose of abolishing the representatives’ meeting; Sections 33 and 34 shall apply mutatis mutandis,
f) to apply to the court for the appointment or dismissal of liquidators by means of a petition signed by one-tenth of the members,
g) to request a copy of the list of elected representatives and substitute representatives,
h) to transfer the share capital, in whole or in part, to another person by written agreement (Section 8),
i) to give notice of withdrawal from the co-operative (Section 7),
(j) to redeem further shares in accordance with § 18;
(k) to demand payment of the liquidation balance in accordance with § 12;
l) to inspect the minutes of the resolutions of the Representatives’ Meeting and to request a copy of the minutes, as well as to request, at their own expense, a copy of the annual accounts, the management report and the comments of the Supervisory Board as laid out at the cooperative’s office,
m) to inspect the list of members,
n) to inspect the summary of the audit report.
§ 14 Provision of accommodation for members
(1) The right to occupy a co-operative flat, as well as the right to purchase a house or a flat under the legal form of flat ownership or permanent right of residence in accordance with the Flat Ownership Act, and the right to make use of care and other services, are primarily reserved for members of the co-operative.
(2) No individual member may derive any claim from this provision.
§ 15 Allocation of flats and garages
(1) The allocation of a co-operative flat generally confers a permanent right of use on the member.
(2) The tenancy of a co-operative flat may only be terminated during the term of membership in accordance with the terms set out in the tenancy agreement or the statutory conditions.
(3) A tenancy of a co-operative flat or a garage may also be let to non-members on a fixed-term basis, subject to the conditions laid down in the tenancy agreement. The Executive Board and the Supervisory Board shall decide jointly on the principles governing this.
§ 16 Members’ obligations
(1) Membership entails an obligation to contribute to the raising of the own funds required by the co-operative to fulfil its objectives, by means of:
(a) the acquisition of shares in accordance with section 17 and the timely payment of the relevant amounts,
b) contribution towards losses in accordance with Section 42,
c) further payments, as resolved by the Representatives’ Meeting following the dissolution of the co-operative, to members who have not yet paid up their shares in full in accordance with Section 87a of the Co-operative Act (GenG),
d) payment of the admission fee in accordance with Section 5.
(2) Members are obliged to contribute to the creation and maintenance of the cooperative’s property in accordance with the guidelines adopted
by the General Meeting of Representatives.
(3) When fulfilling their obligations and exercising their rights, including those arising from concluded contracts, members must take due account of the interests of all members within the framework of the duty of loyalty to the co-operative.
(4) The member is obliged to notify the organisation immediately of any change to their postal address or email address.
V. Share in the business, capital contribution and liability limit
§ 17 Shares and capital contributions
(1) The share capital amounts to €160.00.
(2) Every member is obliged to subscribe to one share (mandatory share required for membership). Any member to whom a flat, business
premises or a garage is or has been allocated must make an appropriate contribution towards the required personal contribution by subscribing to usage-based compulsory shares. Participation shall be in accordance with the Schedule attached as an integral part of these Articles of Association. Amendments to the Schedule concerning participation through usage-based compulsory shares constitute amendments to the Articles of Association. Sections 35(1)(a) and 36(2)(a) must be observed.
(3) Where a member has already acquired further shares in accordance with paragraph 5, these shall be counted towards the usage-based compulsory shares.
(4) Each compulsory contribution must be paid immediately. The Executive Board may allow payment by instalments. From the start of the following month, a further minimum of €50.00 must be paid each month until the compulsory contributions have been paid in full. Payment by instalments shall not exceed a period of 18 months. Early full payment of the compulsory contributions is permitted.
(5) In addition to the compulsory shares referred to in paragraph 2, members may subscribe for further shares provided that the previous additional shares have been paid up in full, with the exception of the most recently subscribed share, and the Board of Directors has approved the subscription. Paragraph 4 shall apply mutatis mutandis to the payment of the most recently subscribed share.
(6) The maximum number of additional shares referred to in paragraph 5 in which a member may hold an interest is one hundred.
(7) The capital contributions made towards the share(s), plus any allocated share of profits and minus any written-off share of losses, constitute the member’s capital contribution.
(8) The assignment or pledging of a member’s share to third parties is not permitted and shall be of no effect vis-à-vis the co-operative. A member is not permitted to set off their share against their liabilities to the co-operative. Section 12 applies to the settlement
balance.
§ 18 Termination of further shares
(1) A member may terminate their membership in respect of one or more of their other shares within the meaning of § 17(5) at the end of the financial year, subject to the notice period specified in § 7 (2) of the Articles of Association, provided that the member is not obliged under the Articles of Association
or an agreement with the co-operative to hold a shareholding comprising several shares, or that such a shareholding is a prerequisite for a service provided by the co-operative of which the member makes use.
(2) A member who has withdrawn individual shares may only claim that part of their capital contribution which exceeds the payments made in respect of the remaining shares, plus any allocated share of profits, less any written-off share of losses. Section 12 shall apply mutatis mutandis to the determination of the portion of the capital share to be paid out. Where a remaining share has not yet been fully paid up (see § 17(4) and (5)), the payable portion of the capital share shall
be set off against this.
§ 19 Exclusion of the obligation to make further contributions
Even in the event of the co-operative’s insolvency, members are not required to make any further contributions.
VI. Governing Bodies of the Co-operative
§ 20 Governing Bodies
The co-operative has the following governing bodies:
- the Executive Board,
- the Supervisory Board,
- the Representatives’ Assembly.
The General Meeting of Members shall replace the Representatives’ Assembly if the number of members falls below 1,501.
§ 21 Executive Board
(1) The Executive Board shall consist of at least two persons. They must be members of the co-operative and natural persons.
(2) The following relatives of a member of the Executive Board or Supervisory Board may not be members of the Executive Board:
a) spouses, fiancés, persons in a marriage-like or civil partnership-like relationship, or registered civil partners;
b) siblings of the persons referred to in point 1;
c) parents, children, grandchildren or siblings, as well as their spouses, fiancés, members of a marriage-like or civil partnership-like relationship, or registered civil partners.
(3) Former members of the Supervisory Board may only be appointed to the Executive Board two years after leaving office and once they have been granted discharge. Section 24(6) remains unaffected.
(4) Members of the Executive Board shall be appointed by the Supervisory Board for a term of no more than 7 years. They may be reappointed. The appointment of a full-time member of the Executive Board shall end, at the latest, at the end of the calendar year in which that member reaches the applicable individual statutory retirement age. The appointment may only be revoked prematurely by the Assembly of Representatives (Section 35(1)(h)).
(5) The Supervisory Board may provisionally suspend members of the Executive Board from office pending a decision by the Assembly of Representatives. The resolution requires a three-quarters majority of all members of the Supervisory Board. The Representatives’ Assembly must be convened without delay. Members of the Executive Board who have been provisionally suspended from office must be given the opportunity to be heard orally at the Representatives’ Assembly.
(6) Employment contracts with full-time and part-time members of the Executive Board shall be concluded for the duration of their appointment. The Chair of the Supervisory Board shall sign the employment contracts with the members of the Executive Board on behalf of the cooperative. The Supervisory Board, represented by its Chair, is responsible for terminating the
employment of a member of the Management Board in accordance with the contractual or statutory notice period, as well as for concluding termination agreements. The Representatives’ Assembly is responsible for the extraordinary termination of the employment contract for good cause (termination without notice). In all other respects, § 25(2), first sentence, applies.
(7) In the case of honorary members of the Executive Board, the contractual relationship shall cease upon the expiry or revocation of their appointment. They may receive a reasonable allowance, the amount of which shall be determined by the Supervisory Board.
§ 22 Management and Representation of the Co-operative
(1) The Executive Board manages the cooperative under its own responsibility. It is subject only to the restrictions laid down by law and the Articles of Association. The Supervisory Board may exempt individual or all members of the Executive Board from the prohibition on multiple representation under Section 181(2), second alternative, of the German Civil Code (BGB), thereby granting them the authority to act simultaneously as representatives of third parties in all legal transactions which the cooperative enters into with or against third parties.
(2) The co-operative shall be represented by a member of the Executive Board acting jointly with another member of the Executive Board or jointly with an authorised signatory.
(3) Members of the Executive Board shall sign on behalf of the cooperative by appending their signature to the cooperative’s name or to the title of the Executive Board. An authorised signatory shall sign by appending their name to the cooperative’s name, together with a suffix indicating their authority to sign on behalf of the cooperative.
(4) Where a declaration of intent is to be made to the co-operative, it is sufficient to make it to a member of the executive board or an authorised signatory.
(5) Members of the Executive Board authorised to represent the cooperative as a whole may authorise individual members of the Executive Board to carry out specific transactions or specific types of transactions. This applies mutatis mutandis to any member of the Executive Board who represents the cooperative jointly with a person authorised to sign on its behalf.
(6) The Executive Board manages the affairs of the co-operative on the basis of its resolutions, which must be passed by a majority of the votes cast. A quorum is constituted by two of its members.
(7) Resolutions of the Executive Board may also be passed in writing or by means of remote communication (for example, by telephone, email or video conference) without a meeting being convened, provided that no member of the Executive Board objects to this procedure without delay.
(8) Minutes of resolutions must be signed by all members of the Executive Board who took part in the decision-making process. The completeness and availability of the minutes must be ensured.
(9) The Executive Board shall adopt rules of procedure, which should also set out the allocation of responsibilities. These rules must be signed by every member of the Executive Board.
(10) The members of the Executive Board shall attend meetings of the Supervisory Board in accordance with § 27 (2), unless their attendance is excluded by a specific resolution of the Supervisory Board. At meetings of the Supervisory Board, the Management Board shall provide the necessary information on business matters. Members of the Management Board shall not have the right to vote on resolutions passed by the Supervisory Board.
§ 23 Duties and responsibilities of the Executive Board
(1) In the conduct of their business, members of the Executive Board shall exercise the care expected of a prudent and conscientious manager of a cooperative. They must maintain confidentiality regarding any confidential information and secrets of the co-operative, in particular trade or business secrets, which have come to their knowledge through their work on the Executive Board, even after they have left office.
(2) The Executive Board is, in particular, obliged to:
a) conduct the business in accordance with the cooperative’s objectives;
b) plan and implement in good time the personnel, material and organisational measures necessary for the proper conduct of business;
c) ensure that accounts are kept properly in accordance with Sections 38 et seq. of the Articles of Association,
d) to decide on the admission of new members and on the acquisition of further shares,
e) to maintain the register of members in accordance with the Co-operative Act,
f) to rectify any deficiencies identified in the audit report and to report these to the audit association.
(3) The Management Board shall report to the Supervisory Board on the intended business policy and other fundamental matters of corporate planning (in particular financial, investment and personnel planning). The Management Board must submit the annual financial statements and the management report to the Supervisory Board without delay once they have been drawn
up. Section 25(3) must be observed.
(4) Members of the Executive Board who breach their duties are jointly and severally liable to the cooperative for any resulting damage. There is no breach of duty if, when taking a business decision, the board member could reasonably have assumed that they were acting in the best interests of the cooperative on the basis of adequate information. They must prove that they exercised the care expected of a prudent and conscientious
manager of a cooperative.
(5) Liability to the co-operative shall not arise if the act is based on a lawful resolution of the General Meeting of Representatives. However, liability shall not be excluded by the fact that the Supervisory Board has approved the act.
§ 24 Supervisory Board
(1) The Supervisory Board shall consist of at least three members. The General Meeting of Representatives may set a higher number. The members of the Supervisory Board must be individual members of the co-operative and natural persons.
(2) Members of the Supervisory Board may not simultaneously be members of the Executive Board or permanent deputies for members of the Executive Board. Nor may they be employed by the co-operative. Relatives of a member of the Executive Board or the Supervisory Board as defined in Section 21(2), or of an employee in an employment relationship with the cooperative, may not be members of the Supervisory Board.
(3) Former members of the Executive Board may only be elected to the Supervisory Board two years after leaving office and once they have been granted discharge.
(4) Members of the Supervisory Board are elected by the Representatives’ Meeting for a term of five years. Their term of office ends at the close of the Representatives’ Meeting which decides on the discharge of liability for the fourth financial year following their election. The financial year in which the member of the Supervisory Board is elected is not included in this calculation.
Members of the Supervisory Board may be re-elected. Only members who have been members of the co-operative for at least two years may be elected to the Supervisory Board. Nominations for election to the Supervisory Board and the declarations of consent from the members nominated for election to the Supervisory Board must be submitted in writing to at the cooperative’s registered office.
The Supervisory Board, individual members of the Supervisory Board and any member are entitled to propose candidates for election to the Supervisory Board. Members of the Executive Board are not entitled to propose candidates.
(5) If members resign during their term of office, the Supervisory Board shall consist solely of the remaining members until the next ordinary meeting of representatives, at which by-elections are held. Early by-elections by an extraordinary meeting of representatives are only required if the number of Supervisory Board members falls below three or if the Supervisory Board no longer has a quorum within the meaning of § 27 (4). By-elections shall only be held for the remainder of the term of office of the Supervisory Board members who have resigned.
(6) The Supervisory Board may appoint individual members to act as substitutes for members of the Executive Board who are unable to attend only for a period limited in advance. During this period, and until they have been granted discharge in respect of their duties on the Executive Board, they may not perform any duties as members of the Supervisory Board.
(7) The Supervisory Board shall elect a Chair and a Deputy Chair from among its members. It shall also elect a Secretary and a Deputy Secretary. This shall also apply where the composition of the Supervisory Board has not changed as a result of elections.
(8) The Supervisory Board is entitled to reasonable reimbursement of expenses, including in the form of a lump sum. Should remuneration be granted to the Supervisory Board for its work, the Meeting of Representatives shall decide on this matter.
§ 25 Duties and responsibilities of the Supervisory Board
(1) The Supervisory Board shall support and supervise the Management Board in the conduct of its business. The rights and duties of the Supervisory Board are limited by law and the Articles of Association. In doing so, it must, in particular, respect the Management Board’s authority to manage the company in accordance with section 27(1) of the German Companies Act (GenG).
(2) The Supervisory Board represents the co-operative in dealings with members of the Executive Board, both in and out of court. The General Meeting of Representatives shall decide on the conduct of legal proceedings against members of the Executive Board.
(3) The Supervisory Board may at any time request information from the Executive Board regarding the affairs of the co-operative. An individual member of the Supervisory Board may only request information from the Supervisory Board as a whole. Every member of the Supervisory Board has the right and the duty to take note of the documents submitted by the Executive Board.
(4) Every member of the Supervisory Board must take note of the contents of the audit report.
(5) The Supervisory Board shall examine the annual accounts, the management report and the Executive Board’s proposals regarding the appropriation of the net profit for the year or the coverage of the net loss for the year, and shall report on these matters to the General Meeting of Representatives prior to the adoption of the annual accounts.
(6) The Supervisory Board may appoint committees from among its members, in particular to prepare its deliberations and resolutions or to oversee their implementation.
(7) Members of the Supervisory Board and its committees may not delegate their duties to other persons. The Supervisory Board may call upon the assistance of expert third parties in order to fulfil its supervisory duties.
(8) Resolutions of the Supervisory Board shall be implemented by the Chair; if the Chair is unable to do so, by the Deputy Chair. Furthermore, the Deputy Chair shall assume the Chair’s duties and rights for the duration of the Chair’s absence.
(9) The Supervisory Board shall adopt its own rules of procedure.
§ 26 Duties of care of the Supervisory Board
In carrying out their duties, members of the Supervisory Board must exercise the care expected of a diligent and conscientious member of the Supervisory Board of a housing cooperative. Section 23(4), second sentence, applies mutatis mutandis. They must maintain confidentiality regarding all confidential information and secrets of the co-operative, as well as those of its members and third parties, which have come to their knowledge through their work on the Supervisory Board; this shall continue to apply even after they have left office. Furthermore, in accordance with Section 41 of the Housing Cooperatives Act (GenG), Section 34 of the GenG applies mutatis mutandis to the duty of care and liability of members of the Supervisory Board.
§ 27 Meetings of the Supervisory Board
(1) The Supervisory Board shall hold meetings as required. It shall meet once every calendar quarter and must meet once every calendar half-year. Meetings are convened and chaired by the Chair of the Supervisory Board. Joint meetings of the Executive Board and the Supervisory Board in accordance with § 29 shall also be deemed to be meetings of the Supervisory Board. Further provisions are set out in the Rules of Procedure.
(2) The Supervisory Board shall, as a rule, invite the Executive Board to its meetings. The Executive Board shall attend the meetings without the right to vote.
(3) The Chair of the Supervisory Board must convene a meeting of the Supervisory Board without delay if one third of the members of the Supervisory Board or the Management Board so request, stating the purpose and the reasons.
(4) The Supervisory Board shall constitute a quorum if more than half of the number of members specified in the Articles of Association or by resolution of the Representatives’ Meeting have taken part in the decision-making process.
(5) The Chair of the Supervisory Board may, in the notice convening the meeting referred to in paragraph 1, determine that,
(a) that members of the Supervisory Board may attend the meeting via remote communication media (for example, by telephone or video) even without being physically present at the venue of the meeting , or
b) that a meeting of the Supervisory Board may be held without physical attendance by means of remote communication media (for example, by telephone or video conference). The Chair of the Supervisory Board shall decide,
at his or her discretion in accordance with his or her duties, which specific remote communication media are permissible in each case. He or she may also permit a combination of several means of communication. No objection may be raised against the decisions of the Chair of the Supervisory Board pursuant to the first and second sentences. The availability of the minutes must be ensured.
(6) Written resolutions without convening a meeting of the Supervisory Board are only permissible, upon a proposal by the Chair of the Supervisory Board, if no member objects to this procedure without delay.
(7) The Supervisory Board shall pass its resolutions by a majority of the votes cast; in the event of a tie, a motion shall be deemed to have been rejected.
(8) Minutes shall be drawn up of the resolutions and shall be signed by the chairperson and the secretary. The first sentence shall apply mutatis mutandis to meetings at which no resolution has been passed. The completeness and availability of the minutes must be ensured.
§ 28 Matters to be discussed jointly by the Executive Board and the Supervisory Board
On the basis of proposals from the Executive Board, and following joint deliberation, the Executive Board and the Supervisory Board shall decide by separate vote on:
a) the establishment of the new-build and modernisation programme;
b) the rules governing the allocation of cooperative flats and the use of the cooperative’s facilities;
c) the principles and procedures for the sale of developed and undeveloped land, as well as the creation and transfer of hereditary building rights and permanent right of residence,
d) the principles governing the supervision of the construction of owner-occupied homes and flats under the legal form of flat ownership or permanent right of residence, the implementation of renovation and development measures, and the management of third-party flats,
e) the plan for the demolition of buildings,
f) the conditions for transactions with non-members,
g) the admission fee,
h) shareholdings,
i) the granting of power of attorney,
j) the measures to be taken following the findings of the statutory audit report,
k) the allocation to retained earnings when preparing the annual accounts (non-binding advance allocation),
(l) withdrawals from retained earnings when preparing the annual accounts (non-binding advance withdrawal),
(m) the binding allocation to retained earnings when preparing the annual accounts in accordance with Section 40(4),
n) the proposal for the appropriation of the net profit or for covering the net loss under Section 39(2)
; o) the preparation of joint proposals for submission to the Representatives’ Meeting;
p) the appointment of the members of the Executive Board and the Supervisory Board who are to form part of the Election Committee.
q) the conduct of the Representatives’ Meeting in one of the forms provided for in Section 32(2), as well as the format of the discussion phase, should a Representatives’ Meeting be to be held under the extended procedure set out in Section 32c,
r) the audio-visual transmission of the Representatives’ Meeting in accordance with Section 32(3a), s) the option to cast a vote without attending the Representatives’ Meeting in accordance with Section 32(3b).
§ 29 Joint meetings of the Executive Board and the Supervisory Board
(1) Joint meetings of the Executive Board and the Supervisory Board shall be held regularly. As a rule, meetings are convened by the Chair of the Supervisory Board on the recommendation of the Executive Board. The meetings are chaired by the Chair of the Supervisory Board or a representative appointed
by the Chair. A joint meeting of the Executive Board and the Supervisory Board must be convened at the request of the Audit Committee.
(2) Section 27(5) shall apply mutatis mutandis to joint meetings and deliberations of the Executive Board and the Supervisory Board.
(3) Following a joint meeting and deliberation, each governing body shall vote separately by way of a resolution. Section 22(7) shall apply to the adoption of resolutions by the Executive Board, and Sections 27(5) and (6) shall apply mutatis mutandis to the adoption of resolutions by the Supervisory Board. For a quorum to be present in the context of separate voting, it is necessary that each of the governing bodies has a quorum in its own right and has previously participated in the joint meeting and deliberations in sufficient numbers to constitute a quorum. Motions which
are not duly adopted by each of the two governing bodies shall be deemed rejected.
(4) The Secretary of the Supervisory Board shall draw up minutes of the joint meetings, which shall be signed by the Chair, the Secretary and a member of the Executive Board. The completeness and availability of the minutes must be ensured. Section 22(8) shall apply mutatis mutandis to the minutes of the Executive Board’s resolutions, and Section 27(8) shall apply mutatis mutandis to the minutes of the Supervisory Board’s resolutions. The minutes referred to in the third
sentence shall be brought to the attention of the other body concerned.
§ 30 Legal transactions with members of the Executive Board
(1) A member of the Executive Board and their relatives, as defined in Section 21(2)(1), may only enter into a legal transaction with the cooperative with the consent of the Supervisory Board. The first sentence also applies to unilateral legal transactions by the cooperative, in particular to the amendment and termination of contracts.
(2) Paragraph 1 shall also apply to any legal transaction between the cooperative and legal entities or partnerships in which a member of the executive board or his or her relatives, as referred to in paragraph 1, hold a stake of at least 20 per cent or over which they exercise a controlling influence.
Section 30a: Legal transactions with members of the supervisory board
(1) A member of the Supervisory Board and their relatives, as defined in Section 21(2)(1), may only enter into a legal transaction with the cooperative with the consent of the Supervisory Board. The first sentence also applies to unilateral legal transactions by the cooperative, in particular to the amendment and termination of contracts.
(2) Paragraph 1 shall also apply to any legal transaction between the cooperative and legal entities or partnerships in which a member of the Supervisory Board or their relatives, as referred to in paragraph 1, hold a stake of at least 20 per cent in each case or over which they exercise a significant influence.
(3) If a member of the supervisory board undertakes, outside the scope of their duties on the supervisory board, to perform work of a higher nature for the cooperative under a service contract which does not establish an employment relationship, or under a contract for services, Section 114 of the German Stock Corporation Act (AktG) shall apply to the contract in question.
§ 31 Composition of the Representatives’ Assembly and Election of Representatives
(1) The Assembly of Representatives shall consist of at least 50 representatives elected by the members of the co-operative. The representatives must be members of the co-operative in their own right. They must not be members of the Executive Board or the Supervisory Board, nor may they be represented by a proxy.
(2) Only natural persons who have full legal capacity may be elected as representatives or alternate representatives. Where a member of the co-operative is a legal person or a commercial partnership, a natural person authorised to represent that member may be elected as a representative.
(3) Each member shall have one vote when electing the representative to be elected in each instance. The member or their legal representative may grant a proxy in writing. A proxy may not represent more than two members. Proxies may only be members of the co-operative or the member’s spouse, registered civil partner, parents or children of full age. A proxy may not be granted to the persons referred to in the third sentence if a notice of expulsion has been sent to them pursuant to § 11(4) or if these persons offer their services on a commercial basis to exercise the right to vote.
(4) Representatives shall be elected by universal, direct, equal and secret ballot. One representative shall be elected for every 100 members. Furthermore, substitute representatives shall be elected. The election may be conducted by voting at a polling station, by postal vote or by online vote. It may also be conducted using a combination of the methods set out in the fourth sentence. Further provisions concerning the election of representatives and substitute representatives, including the determination of the election result, shall be laid down in the electoral regulations.
(5) The term of office of representatives begins upon their acceptance of election; the term of office of a substitute representative begins upon the representative’s ceasing to hold office. The term of office of a representative, as well as that of the substitute representative who has taken their place, shall end at the Representatives’ Meeting which decides on the discharge of the members of the Executive Board and the Supervisory Board for the fourth financial year following the start of the term of office. The financial year in which the term of office begins shall not be included in the calculation.
(6) The election of new representatives and substitute representatives must be held, in each case, no later than the meeting of representatives which decides on the discharge of the members of the Executive Board and the Supervisory Board for the fourth financial year following the start of their term of office. If a valid re-election of the Representatives’ Assembly has not taken place, the previous Representatives’ Assembly shall remain in office until the re-election, within the statutory maximum period set out in Section 43a(4) of the GenG.
(7) A representative’s term of office shall end prematurely if they resign, become legally incapacitated or leave the cooperative. If a representative’s term of office ends prematurely, a substitute representative shall take the place of the outgoing representative. The election regulations may stipulate that a replacement shall be appointed if an elected representative is no longer available before accepting the election.
(8) Notwithstanding paragraph 6, new elections to the Representatives’ Assembly must be held without delay if the number of representatives, taking into account any substitute representative who has taken the place of a representative who has ceased to hold office, falls below the minimum number prescribed by law in Section 31(1), first sentence.
(9) A list containing the names and addresses, telephone numbers or email addresses of the elected representatives and substitute representatives shall be made available for inspection by members for a period of at least two weeks at the cooperative’s business premises and its branches, or shall be made available on the cooperative’s website until the end of the representatives’ term of office. The display or online availability must be publicised in accordance with section 43. The period for the display or online availability begins upon publication of the notice. Upon request, a copy of the list must be provided to every member; this must be stated in the notice referred to in the second sentence.
§ 32 Representatives’ Meeting
(1) The ordinary meeting of representatives must take place within the first six months of the financial year.
(2) The meeting of representatives may be held as follows:
a) As a rule, with the representatives physically present and participating at a physical venue (in-person meeting).
b) An in-person meeting as described in subparagraph (a) shall take place, and representatives shall be enabled to participate digitally in the in-person meeting, including the exercise
of their rights, without being physically present at the venue (hybrid Representatives’ Meeting, Section 32a).
c) The meeting of representatives is held without a physical venue, either digitally on a specific date (virtual meeting of representatives, Section 32b) or spread over a specific period of time spanning several weeks, as part of a digital and/or written procedure (meeting of representatives by extended procedure, Section 32c).
(3a) A physical meeting may be broadcast via video and audio in accordance with section 43b(2), second sentence, point 2 of the GenG. If an in-person meeting is broadcast via video and audio, the proxies must be provided, together with the notice of the meeting, with all the information required to receive the broadcast without restriction. The Management Board and the Supervisory Board must resolve on the information referred to in the second sentence in accordance with Section 28(r). A broadcast as referred to in the first sentence shall be limited to the mere reproduction of the meeting in audio and video; proxy rights may not be exercised via this broadcast.
(3b) In the case of a physical meeting, representatives may, in accordance with section 43b(2), first sentence, of the GenG, be permitted to cast their vote in writing or by electronic means without attending the meeting, provided that it can be ensured that each vote is cast only once. If voting in accordance with the first sentence is permitted, the representatives must be provided, together with the notice convening the meeting, with all the information required
to exercise their voting rights. The Executive Board and the Supervisory Board must resolve on the information referred to in the second sentence in accordance with section 28(s). This information must also specify the deadline by which the cooperative must be notified as to whether the representative wishes to make use of the option to cast a vote in accordance with the first sentence. Votes must be received by the cooperative by the day of the meeting; the exact deadline for casting votes shall be communicated to the representatives together
with the information referred to in the second sentence. Anyone who has exercised their right to vote in accordance with the first to fifth sentences prior to the meeting shall be excluded from attending the meeting.
(4) The holding of a meeting of representatives is always subject to the condition that representatives’ rights are safeguarded. In the cases referred to in sections 32(3b), 32a to 32c, the systems and communication channels used for this purpose must ensure this.
(5) The Executive Board shall submit the annual accounts (balance sheet, profit and loss account and notes to the accounts) and the management report, together with the Supervisory Board’s comments, to the Annual General Meeting of Representatives. The Supervisory Board shall report to the Annual General Meeting of Representatives on its activities.
(6) Except in cases expressly provided for in the Co-operative Societies Act or in the Articles of Association, extraordinary general meetings of members shall be convened whenever this is necessary in the interests of the co-operative. This is particularly the case where the audit association deems it necessary to convene a meeting to discuss the audit results or to consider the cooperative’s situation. In the case referred to in the second sentence, the procedure set out in Section 32c is not permissible.
Section 32a Hybrid Meeting of Representatives
(1) In accordance with section 43b(1)(3) of the GenG, representatives may be permitted to participate digitally in an in-person meeting, including the exercise of their rights, by means of electronic communication without being physically present at the venue of the meeting (hybrid meeting of representatives). In this case, two-way communication must be ensured between all representatives participating in person and digitally and the governing bodies (Management Board, Supervisory Board, meeting of representatives). Members of the Management Board and the Supervisory Board must be physically present at the venue of the meeting.
(2) Where a hybrid meeting of representatives is permitted, the representatives must be provided, together with the notice convening the meeting, with all the information required for their full participation in the meeting of representatives. The Executive Board and the Supervisory Board must resolve on the information referred to in the first sentence in accordance with Section 28(t). This includes, in particular, information on login details and on the manner in which the rights to speak, submit motions, request information and vote may be exercised.
Section 32b Virtual Meeting of Representatives
(1) In accordance with section 43b(1)(2) of the GenG, meetings of representatives may be held on a specific date by means of electronic communication without a physical venue (digital virtual meeting of representatives). In this case, two-way communication between the representatives and the governing bodies (Management Board, Supervisory Board, meeting of representatives) must be ensured.
(2) Where a virtual meeting of representatives is held, the representatives must be provided, together with the notice convening the meeting, with all the information required for their full participation in the meeting of representatives. The Executive Board and the Supervisory Board
must resolve on the information referred to in the first sentence in accordance with Section 28(q). This includes, in particular, information on login details and on the manner in which the rights to speak, to table motions, to request information and to vote may be exercised.
§ 32c Meeting of Representatives under the extended procedure
(1) In accordance with section 43b(1)(4) of the GenG, meetings of representatives may also be held in writing or by means of electronic communication over a specific period of time spanning several weeks, without a physical venue. In this case, the meeting of representatives is divided into two phases (discussion phase and voting phase) over a specific period spanning several weeks. Two-way communication
between the representatives and the governing bodies (Management Board, Supervisory Board, meeting of representatives) is facilitated during the discussion phase in accordance with Section 43b(1)(4)(a)(aa) of the GenG, which precedes the voting phase in accordance with Section 43b (1) No. 4 b) of the GenG.
(2) In this case, the period between the start of the discussion phase and the end of the voting phase constitutes the Representatives’ Meeting. Where a time limit is to be calculated, reference shall be made, in this case, to the start of the discussion phase as regards the date of the Representatives’ Meeting and to the end of the voting phase as regards the end of the Representatives’ Meeting.
(3) Where a meeting of representatives is held by means of a staggered procedure, the representatives must be provided, together with the notice convening the meeting, with all the information required for their full participation in the meeting of representatives. The Executive Board and the Supervisory Board shall decide on the information referred to in the first sentence in accordance with Section 28(q). This includes, in particular, information on any login details and information on how the rights to speak, submit motions, request information and vote may be exercised. In particular, the information must also include the following points:
a) The form in which and by what date, during the discussion phase, nominations for the office of Supervisory Board member must be received by the cooperative (Section 24(5), sentence 6).
b) The form in which and the deadline by which votes must be cast following the conclusion of the discussion phase.
c) The form in which and the deadline by which motions for a secret ballot must be submitted during the discussion phase.
d) The form in which and the deadline by which resolutions or election results are to be announced.
e) The form in which, and by what time, elected members of the Supervisory Board must declare their acceptance of election.
f) The form in which, and by what time, during the discussion phase, motions must be tabled for a resolution on the reading out of the audit report in accordance with Section 59 of the Co-operative Societies Act (GenG).
§ 33 Convening the Representatives’ Assembly
(1) The Representatives’ Meeting is normally convened by the Chair of the Supervisory Board. This does not affect the Management Board’s statutory right to convene the Representatives’ Meeting.
(2) The invitation to the Representatives’ Meeting shall be issued in writing to the representatives, setting out the items on the agenda. The invitation shall be issued by the Chair of the Supervisory Board or by the Executive Board, if the latter convenes the Representatives’ Meeting. The notice of meeting must specify the form of the meeting in accordance with section 32(2) and, in the case of section 32c, the form of the discussion phase in accordance with section 43b(1)(4)(a)(aa) of the GenG. In the cases covered by Sections 32a to 32c, all information required for unrestricted participation in the meeting of representatives must be provided, in particular the necessary details regarding the use of written or electronic communication. There must be a period of at least two weeks between the date of the meeting of representatives and the date on which the notice is received in writing.
(3) The agenda for the Representatives’ Meeting must be communicated in writing to all members of the co-operative by publication in the co-operative’s newsletter or on the internet at www.diestadtfelder.de.
(4) The Assembly of Representatives must be convened without delay if one-tenth of the members or one-third of the representatives so request in a written petition, stating the purpose and grounds for the request. If one-tenth of the members or one-third of the representatives request, in the same
manner, that a resolution be passed on specific matters falling within the remit of the Assembly of Representatives, these matters must be placed on the agenda.
(5) Members who, at their request in accordance with paragraph 4, have caused a meeting of representatives to be convened, or who have requested that a resolution be passed on specific matters at a meeting of representatives, may attend that meeting. The participating members shall exercise their right to speak and to table motions
at the meeting of representatives through a proxy to be elected from among their number.
The provisions applicable to delegates regarding participation in the meeting of representatives, in particular Sections 32a to 32c, shall apply mutatis mutandis to the members referred to in the first sentence and to the authorised representatives referred to in the second sentence.
(6) Resolutions may only be passed on items on the agenda.
(7) Items on the agenda must be announced in good time before the Representatives’ Meeting in accordance with paragraph 2. There must be a period of at least one week between the date of the Representatives’ Meeting and the date on which the notice is received in writing. The same applies to motions submitted by the Executive Board or the Supervisory Board. Motions concerning the chairing of the meeting, as well as any motion tabled at the Representatives’ Meeting to convene an
extraordinary Representatives’ Meeting, need not be announced.
(8) If the notice of meeting referred to in paragraph 2 or the announcement referred to in paragraph 7 is given to the representatives in writing, the notices shall be deemed to have been received on the third day after dispatch. The day of dispatch shall not be included in this calculation.
(9) Where Sections 32a to 32c provide for different arrangements, those shall take precedence.
§ 34 Chairing the Representatives’ Assembly and the passing of resolutions
(1) The meeting of representatives shall be chaired by the Chair of the Supervisory Board or, if the Chair is unable to attend, by the Deputy Chair. By resolution of the meeting of representatives, the chairmanship of the meeting may, for example, also be delegated to a member of the Executive Board or a member of the Supervisory Board. The chair of the meeting shall appoint a secretary and the vote counters.
(2) Voting shall take place by a show of hands, at the discretion of the chair of the meeting. Upon a motion being put forward, the Assembly of Representatives may, by a simple majority, decide to vote by secret ballot.
(3) At the meeting of representatives, each representative shall have one vote, which is non-transferable. Any person who is to be discharged from liability or released from an obligation by the resolution shall not be entitled to vote on that matter. The same shall apply in the case of a resolution as to whether the co-operative should assert a claim against that person.
(4) Members of the Executive Board and the Supervisory Board shall attend the General Meeting of Representatives without the right to vote.
(5) When determining the voting results, only votes cast shall be counted; abstentions and invalid votes shall not be taken into account. In the event of a tie, a motion shall be deemed to have been rejected – subject to the special provision governing elections set out in Section 34a(3).
§ 34a Elections to the Supervisory Board
(1) Elections to the Supervisory Board shall be conducted, depending on the number of candidates standing and the number of seats to be filled, by means of individual election in accordance with paragraph 2 or proportional representation in accordance with paragraph 3. Section 24(5) shall be observed.
(2) If the number of candidates standing for election is equal to the number of seats to be filled, or if, in a particular case, the number of candidates standing is fewer than the number of seats to be filled, a vote shall be held by way of individual election, with voters casting their votes for each candidate individually on the basis of individual nominations. In this case, those entitled to vote must be given the opportunity to vote on each candidate individually by casting an explicit ‘YES’ or ‘NO’ vote. In the case of an election
using digital or paper ballot papers, a separate ballot paper must be provided for each candidate, with one box for a ‘YES’ vote and one box for a ‘NO’ vote. A candidate is elected if they have received more ‘YES’ votes than ‘NO’ votes. Abstentions and invalid votes are not counted in this context. The method of voting (with or without ballot papers) depends on the format of the representatives’ meeting and may be conducted as follows:
a) Individual elections held during in-person meetings may take place openly – by a show of hands or by standing up – or by secret ballot using digital or paper ballot papers.
b) In the case of an individual election held as part of hybrid meetings of representatives (Section 32a), representatives participating digitally shall vote using digital ballot papers in accordance with the information provided under Section 32a(2). Voting by representatives attending in person shall take place using digital or paper ballot papers.
c) In the case of a single election held as part of virtual meetings of representatives (Section 32b), voting shall take place using digital ballot papers in accordance with the information published pursuant to Section 32b(2).
d) In the case of a single election held as part of meetings of representatives conducted under the extended procedure (Section 32c), voting shall take place using digital or written ballot papers in accordance with the information published pursuant to Section 32c(3), fourth sentence, letter b).
(3) If more candidates are nominated than there are seats to be filled, a secret ballot shall be held using ballot papers on the basis of proportional representation. All candidates shall be listed on a single ballot paper. Fixed lists, which may only be accepted or rejected in their entirety, are not permitted.
For each candidate, the digital or paper ballot paper shall contain only one box for a ‘YES’ vote. The voter shall indicate on their ballot paper the candidates they wish to elect by ticking the ‘YES’ box. Each voter has as many votes as there are Supervisory Board members to be elected. Those candidates who receive the highest number of valid votes cast in total shall be elected. In the event of a tie, the chair of the meeting shall draw lots to decide the outcome. The person elected must declare without delay whether they accept the election. This declaration may also be made in advance of the election as a precautionary measure. The method of voting (digital or paper ballot papers) depends on the format of the representatives’ meetings and may be conducted as follows:
a) In the case of a proportional representation election held as part of an in-person meeting, voting takes place using digital or paper ballot papers.
b) In the case of a proportional election held as part of hybrid meetings of representatives (Section 32a), representatives participating digitally shall vote using digital ballot papers in accordance with the information provided under Section 32a(2). Voting by representatives attending in person shall be conducted using digital or
paper ballot papers.
c) In the case of a proportional election held as part of virtual meetings of representatives (Section 32b), voting shall be conducted using digital ballot papers in accordance with the information published pursuant to Section 32b(2).
d) In the case of a proportional election held as part of meetings of representatives conducted under the extended procedure (Section 32c), voting shall take place using digital or written ballot papers in accordance with the information published pursuant to Section 32c(3), fourth sentence, letter b).
§ 34b Minutes
(1) Minutes shall be drawn up of the resolutions passed by the Representatives’ Meeting. They shall include the venue and date of the meeting, the form of the meeting in accordance with section 32(2) and, in the case of section 32c, the form of the discussion phase in accordance with section 43b (1) No. 4 letter a) aa) of the GenG, the name of the chairperson, the nature and result of the vote, and the chairperson’s declaration that a resolution has been passed. In the case of § 32c, the duration of the meeting may also be specified. In the cases covered by Section 32b and Section 32c, the registered office of the cooperative shall be deemed to be the venue of the meeting. In the case of elections, the names of the proposed candidates and the number of votes cast for each must be stated. It is not necessary to retain the ballot papers. The minutes
must be signed by the chairperson and at least one member of the executive committee attending the meeting. The documents evidencing the convening of the meeting
must be attached as annexes.
(2) If a resolution is passed to amend the Articles of Association which concerns an increase in the share capital, the introduction or extension of the obligation to subscribe for further shares, the introduction or extension of the obligation to make further contributions, the extension of the notice period beyond two years, or the cases referred to in section 16 (3) of the GenG, or a material change to the object of the cooperative, or if a resolution is passed to continue the cooperative in accordance with § 117 GenG, a list of the representatives present, together with a note of the number of votes cast, shall be attached to the minutes.
(3) Where the meeting of representatives is held in accordance with § 32a, § 32b or § 32c, the minutes must also be accompanied by a list of the representatives taking part in the meeting, in which the manner in which votes were cast must be recorded. Representatives who have taken part in a meeting of representatives in accordance with section 32a, section 32b or
section 32c, either in writing or by electronic means, shall be deemed to have been present.
(4) Every member shall be permitted to inspect the minutes and, upon request, shall be provided with a copy of the minutes without delay. The minutes shall be kept by the co-operative.
§ 35 Powers of the Assembly of Representatives
(1) The General Meeting of Representatives shall resolve on the matters specified in the Co-operative Act and in these Articles of Association, in particular on
: a) amendments to the Articles of Association;
b) the adoption of the annual financial statements (balance sheet and profit and loss account, notes);
c) the allocation of retained profits,
d) the coverage of the balance sheet loss,
e) the use of the statutory reserve for the purpose of covering losses,
f) the discharge of the members of the Executive Board and the Supervisory Board,
g) the election of members of the Supervisory Board and the determination of their remuneration,
h) the revocation of the appointment of members of the Management Board and the Supervisory Board,
i) the termination without notice of the employment contracts of members of the Management Board,
j) the expulsion of members of the Management Board and Supervisory Board from the co-operative,
k) the bringing of legal proceedings against current and former members of the Management Board and Supervisory Board in their official capacity,
l) the setting of restrictions on the granting of loans in accordance with Section 49 of the Co-operative Act (GenG),
m) the conversion of the co-operative through a merger, demerger or change of legal form,
n) the dissolution of the co-operative,
o) the approval of election rules for the election of representatives to the Representatives’ Assembly,
p) the election of members of the election committee for the election to the Representatives’ Assembly who are not members of the Supervisory Board or the Executive Board.
(2) The Assembly of Representatives shall consider:
a) the Management Board’s management report;
b) the Supervisory Board’s report;
c) the report on the statutory audit in accordance with section 59 of the Co-operative Societies Act (GenG); where applicable, the Assembly of Representatives shall decide on the scope of the publication of the audit report.
(3) If the number of members falls below 1,501, the members shall exercise their rights in matters concerning the co-operative collectively at the General Meeting
of Members. This shall take the place of the Representatives’ Meeting. The provisions governing the Assembly of Representatives shall apply mutatis mutandis to the General Meeting
of Members. Where the exercise of rights requires the participation of a specific number of representatives, or where the passing of a resolution requires the presence of a specific number of representatives, the members shall take the place of the representatives.
§ 36 Majority requirements
(1) Resolutions of the Representatives’ Assembly shall be adopted by a majority of the votes cast, unless a larger majority or further requirements are stipulated by law or the Articles of Association.
(2) Resolutions of the Representatives’ Assembly concerning
a) amendments to the Articles of Association,
b) the reorganisation of the cooperative through a merger, demerger or change of legal form,
c) the revocation of the appointment and the termination without notice of members of the Executive Board, as well as the dismissal of members of the Supervisory Board,
d) the dissolution of the cooperative, shall require a three-quarters majority of the votes cast to be valid.
(3) Resolutions on dissolution pursuant to paragraph 2(d) and on a merger may only be passed if at least half of all representatives are present. If this is not the case, a further meeting of representatives must be convened within a maximum of four weeks, in accordance with the notice period, at which the relevant resolutions may be passed by a three-quarters majority of the votes cast, regardless of the number of members present.
This must be expressly stated in the invitation.
(4) Resolutions which introduce or extend an obligation on members to make use of the cooperative’s facilities or other services, or to provide goods or services, require a majority of at least nine-tenths of the votes cast.
(5) If a general meeting has been convened to abolish the representatives’ assembly, resolutions concerning the abolition of the representatives’ assembly may only be passed if at least three-tenths of all members are present or represented. Such resolutions shall then require a majority of three-quarters of the votes cast.
§ 37 Right of access
(1) Upon request, the Board of Directors shall provide each representative at the Representatives’ Meeting with information on the cooperative’s affairs, in so far as this is necessary for a proper assessment of the item on the agenda. The information provided must comply with the principles of conscientious and faithful accountability.
(2) Disclosure may be refused if
a) it is, in the reasonable commercial judgement of the co-operative, likely to cause the co-operative a significant disadvantage,
b) the disclosure would constitute a criminal offence or would breach a statutory, statutory or contractual duty of confidentiality,
c) the request for information concerns the personal or business affairs of a third party,
d) it relates to employment contract provisions with members of the Executive Board or employees of the cooperative,
e) the reading out of documents would result in an unreasonable prolongation of the Representatives’ Meeting.
(3) If a delegate is refused information, they may request that their question and the reason for the refusal be recorded in the minutes.
VII. Financial Reporting
§ 38 Financial Year and Preparation of the Annual Accounts
(1) The financial year runs from 1 January to 31 December of each year.
(2) The Executive Board shall ensure that the accounting system and the organisation of operations enable the cooperative to fulfil its tasks.
(3) At the end of each financial year, the Executive Board shall draw up annual accounts (balance sheet, profit and loss account and notes to the accounts). The annual accounts must comply with the statutory provisions on valuation and with the statutory provisions on the presentation of the balance sheet and the profit and loss account. The prescribed forms must be used.
(4) The Management Board must prepare a management report to accompany the annual financial statements. The management report must comply with the requirements of section 289 of the German Commercial Code (HGB).
(5) The annual accounts and the management report, together with the proposal for the appropriation of retained profits or for covering a net loss, shall be submitted to the Supervisory Board for examination without delay after they have been drawn up, and shall then be forwarded to the General Meeting of Representatives together with the Supervisory Board’s comments.
§ 39 Preparation for the resolution on the annual accounts
(1) The annual accounts (balance sheet and profit and loss account, notes to the accounts) and the Management Board’s management report, together with the Supervisory Board’s comments and the Supervisory Board’s report, shall be made available for inspection by members at the cooperative’s offices no later than one week before the Members’ Meeting, or shall otherwise be brought to their attention.
(2) In addition to the annual accounts, the proposal for the appropriation of retained profits or for covering a net loss must also be submitted to the meeting of representatives for a resolution.
VIII. Reserves, Distribution of Profits and Covering of Losses
§ 40 Reserves
(1) A statutory reserve must be set aside. It is intended solely to cover any loss arising from the balance sheet.
(2) At least 10 per cent of the net profit for the year, less any loss carried forward, must be allocated to the statutory reserve until the statutory reserve reaches 50 per cent of the total amount of liabilities shown in the annual balance sheet. The statutory reserve must be established when the balance sheet is drawn up.
(3) In addition, other revenue reserves may be created when the annual accounts are drawn up. The Executive Board and the Supervisory Board shall jointly decide on the allocation and use of such reserves.
(4) When preparing the annual financial statements, the Executive Board may allocate up to a maximum of 50 per cent of the net profit to the revenue reserves in accordance with paragraph 3; see section 20, second sentence, of the GenG.
§ 41 Allocation of Profits
The retained earnings are used to create other revenue reserves.
§ 42 Coverage of losses
If a net loss is reported, the Representatives’ Meeting must resolve on how to cover the loss, in particular on the extent to which the loss is to be offset by reducing the business capital or drawing on the statutory reserve. Where members’ capital contributions are used to cover the loss, the share of the loss is calculated not on the basis of the existing members’ capital contributions, but in proportion to the statutory mandatory payments due at the start of the financial year for which the annual accounts are drawn up, even if these payments are still outstanding.
IX. Notices
§ 43 Notices
(1) Notices shall be published in the name of the cooperative; they shall be signed in accordance with section 22(2) and (3). Notices issued by the Supervisory Board shall be signed by the Chair, or, if the Chair is unable to do so, by the Deputy Chair, and shall bear the name of the Supervisory Board.
(2) Notices which, by law or under the Articles of Association, must be published in an official gazette shall be published in the “Volksstimme” and on the internet at the cooperative’s website. The notice convening the Representatives’ Meeting and the announcement of items on the agenda must be made in accordance with Section 33(2). The first sentence does not apply to financial statements subject to disclosure requirements; these shall be published in the electronic Federal Gazette. All other notices shall be published in writing or on the internet at the cooperative’s website.
X. Audit of the co-operative, audit association
§ 44 Examination
(1) In order to ascertain the cooperative’s financial position and the proper conduct of its affairs, the cooperative’s organisation, financial position and management, including the maintenance of the register of members, shall be audited for each financial year.
(2) As part of the audit referred to in paragraph 1, the annual accounts, including the accounts and the management report, must be audited.
(3) Where the cooperative is subject to audit requirements under the Estate Agents and Property Developers Regulation, such an audit must also be carried out.
(4) The co-operative is a member of a co-operative auditing association. It is audited by this auditing association. The name and registered office of this auditing association must be stated on the website.
(5) The cooperative’s executive board is obliged to prepare for the audit with due care. It must provide the auditors with all the documents and information requested that are necessary for the audit to be carried out.
(6) The cooperative’s executive board must submit the annual accounts and the management report, as approved by the general meeting of representatives, to the auditing body without delay, together with the supervisory board’s comments and its report.
(7) The Management Board and the Supervisory Board shall discuss the results of the audit at a joint meeting without delay upon receipt of the audit report. The audit association is entitled to attend the meeting. The governing bodies of the co-operative are obliged to comply with the audit association’s objections and conditions.
(8) The Audit Association is entitled to attend the cooperative’s meetings of representatives and to speak at such meetings at any time. It must therefore be invited to all meetings of representatives in good time.
XI. Dissolution and Winding-up
§ 45 Dissolution
(1) The cooperative shall be dissolved
: a) by a resolution of the general meeting of members;
b) upon the commencement of insolvency proceedings;
c) by a court order, if the number of members is fewer than three;
d) in the other cases specified in the Cooperatives Act.
(2) The provisions of the Co-operative Act shall govern the winding-up.
Appendix to the Articles of Association
(1) Acquisition of further shares in accordance with section 17(2) for a
| One-room flat | 4 shares | €640.00 |
| 2-room flat | 6 shares | €960.00 |
| 3-room flat | 8 shares | €1,280.00 |
| 4-room flat | 10 shares | €1,600.00 |
| 5-room flat | 12 shares | €1,920.00 |
| Garage | 1 share | €160.00 |
| and also for a half-room (smaller than 11 m²) | 1 share | €160.00 |
(2) Shares for trainees and students
Trainees and students who are allocated a flat must subscribe for one share (mandatory share). Within four weeks of completing their apprenticeship or studies, the apprentices/students must subscribe to the additional shares required for the allocation of co-operative flats without this special provision (see: Schedule to the Articles of Association, paragraph 1).
These Articles of Association were adopted by the Extraordinary General Meeting of Representatives on 25 November 2025. The revised version of the Articles of Association was entered in the Register of Co-operatives at Stendal Local Court on 15 April 2026.
