Statutes of the Agentic Organisations Collective

Non-binding English translation. This is a courtesy translation of the German statutes for members and interested persons. Only the German version (Satzung) is legally binding. In the event of any discrepancy between the two versions, the German text prevails. References to German statutes (e.g. Abgabenordnung, BGB, EStG) are retained because they designate the applicable German law.

Preamble

The Agentic Organisations Collective brings together people who want to better shape processes in organisations — in the interplay of people, organisation and technology. The association understands itself as an open, European-oriented platform for trustful, practice-oriented knowledge exchange and works selflessly, on a voluntary and honorary basis, and without the intention of making a profit.

§ 1 Name, Seat, Financial Year

(1) The association bears the name "Agentic Organisations Collective".

(2) The association is to be entered in the register of associations; after registration it bears the suffix "e. V." (eingetragener Verein, registered association).

(3) The seat of the association is Schlatkow.

(4) The financial year is the calendar year.

§ 2 Purpose of the Association

(1) The purpose of the association is the promotion of public and vocational education (§ 52 (2) no. 7 of the German Fiscal Code, Abgabenordnung). The association engages with the organisational challenges and possible solutions of agentic organisational systems, that is, the interplay of people, organisation and technology, in particular artificial intelligence and agentic systems. In doing so, it combines practice-oriented experience with methodical and critical reflection and makes transferable insights and methods generally accessible.

(2) The statutory purpose is realised in particular through

1. professional and methodical exchange, in particular through open expert meetings, workshops and conferences;
2. the collection, preparation, critical classification and publication of experiences, methods and empirical findings, for instance through publications, recordings and freely accessible information offerings;
3. the networking and collaboration of individuals and organisations from practice, administration and research.

(3) The association makes a substantial part of the results of its work — in particular public events and publications — available to the general public promptly and free of charge. In addition, the association may offer its members supplementary, non-publicly accessible formats, insofar as this is necessary for a trustful and protected professional exchange and promotes the educational purpose under paragraph 1.

§ 3 Selflessness, Use of Funds and Non-profit Status

(1) The association pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" (Steuerbegünstigte Zwecke) of the Fiscal Code.

(2) The association is selflessly active; it does not primarily pursue its own economic purposes.

(3) The funds of the association may only be used for the purposes set out in the statutes. The members do not receive any allowances from the funds of the association.

(4) No person may be favoured by expenditures that are alien to the purpose of the association or by disproportionately high remuneration.

(5) Events, publications and comparable activities of the association are conducted as a tax-privileged special-purpose operation (Zweckbetrieb). Any commercial business operation remains subordinate to the charitable main purpose and serves exclusively its realisation.

(6) As a rule, all association and governing-body offices are exercised on a voluntary, honorary basis. Members and holders of association offices are entitled to reimbursement of actually incurred expenses upon proof. Beyond that, the general meeting may resolve an appropriate expense allowance for the exercise of offices within the framework of the tax-free voluntary-work allowance (§ 3 no. 26a of the German Income Tax Act, Einkommensteuergesetz, EStG).

§ 4 Membership, Admission and Admission Criteria

(1) The association has full members and supporting members.

(2) Full membership exists as individual membership or as organisational membership. Individual members are natural persons. Organisational members are legal persons and partnerships with legal capacity; they designate a natural person who exercises their membership rights, including the voting right. A change or a substitute designation must be communicated to the board in text form; until receipt of the notification, the most recently designated person remains authorised to represent the member. In both cases, active participation in the association's knowledge exchange is a prerequisite.

(3) Supporting members may be natural and legal persons who support the association exclusively financially or in spirit, without assuming association responsibility; they are not members within the meaning of the German Civil Code (Bürgerliches Gesetzbuch, BGB).

(4) A prerequisite for full membership is a professional or practical connection to the association's field of activity, as well as the willingness to engage in open, respectful interaction oriented towards understanding and cooperation. Access is open to every person who meets these requirements; membership may not be made dependent on belonging to a particular organisation.

(5) The application for admission must be made in text form. The board decides on admission; there is no entitlement to admission.

(6) The members undertake to promote the purpose of the association and to comply with the codes of conduct adopted by the association. The association and its formats may not be used predominantly for the advertising or sales purposes of individual members.

(7) Members and supporting members are named publicly in the association's communications. They may object to the publication of their membership at any time in text form.

§ 5 Termination of Membership

(1) Membership ends by withdrawal, by exclusion, in the case of natural persons by death, and in the case of legal persons by loss of legal capacity.

(2) Withdrawal is effected by declaration in text form to the board. It is permissible with a notice period of one month to the end of the financial year. Withdrawal during the year is only possible for good cause.

(3) An exclusion may only take place for good cause, in particular in the case of conduct damaging the association's objectives, a serious breach of statutory duties or of the codes of conduct, or arrears of at least one annual contribution despite a reminder. Before the decision, the member must be given the opportunity to comment. The board decides on the exclusion.

(4) Upon termination of membership, all claims arising from the membership relationship lapse. Contributions already paid are not refunded; the association's claim to outstanding contributions remains unaffected.

§ 6 Membership Contributions

(1) Contributions are levied from the members. The levying, the amount, any tiering according to the type and size of the members, as well as the due date of the contributions, are regulated by a contribution schedule (Beitragsordnung).

(2) The general meeting resolves on the contribution schedule. It is not part of these statutes.

(3) Members who hold an office on the board or on the advisory board (Kuratorium) may be exempted, for the duration of their term of office, from the contribution applicable to individual members. The exemption compensates for the voluntary effort, is limited to the term of office and does not establish any benefit beyond that. Details are regulated by the contribution schedule.

§ 7 Bodies of the Association

The bodies of the association are

1. the general meeting,
2. the board,
3. the advisory board (Kuratorium).

§ 8 General Meeting

(1) The general meeting is the highest body of the association. Its tasks include in particular the election and removal of the board and the advisory board, the election of the auditors, the receipt of the reports of the bodies and of the audit report, the discharge of the board, the adoption of resolutions on the contribution schedule as well as on amendments to these statutes and on the dissolution of the association.

(2) The board convenes at least once per financial year an ordinary general meeting in text form, stating the agenda, with a notice period of two weeks. An extraordinary general meeting must be convened if the interest of the association requires it or if at least one third of the members request this in text form, stating reasons.

(3) The general meeting may be held as an in-person meeting, as a virtual meeting by means of online video communication, or in hybrid form. Votes may also be cast through electronic voting procedures.

(4) Each full member has one vote. The general meeting has a quorum regardless of the number of members present. It passes its resolutions by a simple majority of the votes cast, unless these statutes provide otherwise; abstentions are disregarded.

(5) Resolutions may also be passed by written or electronic circulation procedure, unless these statutes provide otherwise. A resolution by circulation procedure is adopted if all members entitled to vote were involved, at least half of the members entitled to vote cast their vote in text form within the deadline, and the required majority is achieved. Unanimity is not required for this.

(6) Minutes must be prepared for every meeting and every resolution, to be signed by the person chairing the meeting and the person keeping the minutes.

§ 9 Board

(1) The board within the meaning of § 26 BGB carries out the administrative, executive and financial management of the association. It is responsible in particular for the day-to-day business, the administration of the association's assets, the membership administration, and the execution of the resolutions of the general meeting. It plans, commissions and coordinates formats, events and projects and bears responsibility for their implementation.

(2) The board consists of three persons: the chairperson, the deputy chairperson and the treasurer. Any two members of the board jointly represent the association judicially and extrajudicially.

(3) The board is elected individually into its offices by the general meeting for a term of three years. Re-election is permissible. The board remains in office until a new election. Board members may only be natural persons who are full members of the association or who represent a full membership.

(4) The board passes its resolutions in meetings, which may also be held as an online video conference, or by circulation procedure. Resolutions are passed by a simple majority of the votes cast.

(5) The general meeting may prematurely remove a board member for good cause, in particular in the case of gross breach of duty. If a member leaves prematurely, the general meeting elects a replacement member for the remaining term of office.

(6) The board may adopt rules of procedure for itself.

§ 10 Advisory Board (Kuratorium)

(1) The advisory board is responsible for the professional and substantive direction of the knowledge exchange. It makes proposals on topics, formats, events and speakers, advises the board on substantive questions and ensures the professional quality of the event and publication work.

(2) The advisory board consists of three or five persons who are full members of the association or who represent a full membership. It should be composed of persons who, by virtue of their professional expertise, ensure a competent direction of the association's work.

(3) On individual topics, the advisory board may consult external experts who are not members of the association in an advisory capacity. These have no voting right.

(4) The members of the advisory board are elected by the general meeting for a term of three years. Re-election is permissible. The advisory board remains in office until a new election. The general meeting may prematurely remove an advisory board member for good cause.

(5) The advisory board and the board work closely together and coordinate their work with one another. The advisory board makes no decisions of its own regarding the implementation, budget or commissioning of formats and events. The board makes the decisions on these. The advisory board reports to the general meeting on its activities and may adopt rules of procedure for itself.

(6) § 9 paragraph 4 applies accordingly to the adoption of resolutions by the advisory board.

§ 11 Audit

(1) The general meeting elects at least one auditor for a term of two years. Re-election is permissible. Auditors may belong neither to the board nor to the advisory board.

(2) They audit the cash and accounting management of the association at least once per financial year and report the result to the general meeting. On the basis of this report, the general meeting decides on the discharge of the board.

§ 12 Amendment of the Statutes

(1) The general meeting resolves on amendments to these statutes. Motions to amend the statutes must be transmitted to the members verbatim, together with the invitation and the agenda.

(2) A resolution to amend the statutes requires a majority of two thirds of the votes cast. At least half of the members entitled to vote must participate in the adoption of the resolution; this also applies in the circulation procedure. If this participation is not reached, the same motion may be resolved upon again within three months; this resolution is then effective regardless of the number of participating members. This consequence must be expressly pointed out in the invitation to the renewed adoption of the resolution.

(3) Editorial amendments, as well as adjustments required by the register court or the tax office for registration or for the recognition of non-profit status, may be made by the board independently. It informs the members of such amendments.

§ 13 Dissolution of the Association and Binding of Assets

(1) The general meeting resolves on the dissolution of the association by a majority of two thirds of the votes cast. At least half of the members entitled to vote must participate in the adoption of the resolution; this also applies in the circulation procedure. If this participation is not reached, the dissolution may be resolved upon again within three months; this resolution is then effective regardless of the number of participating members. This consequence must be expressly pointed out in the invitation to the renewed adoption of the resolution.

(2) Upon dissolution or annulment of the association or upon the discontinuation of tax-privileged purposes, the assets of the association pass to the Open Knowledge Foundation Deutschland e. V., which must use them directly and exclusively for charitable purposes within the meaning of § 2 of these statutes.

§ 14 Severability Clause and Entry into Force

(1) Should a provision of these statutes be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a regulation that comes closest to the purpose pursued with it.

(2) These statutes were adopted at the founding assembly and enter into force upon their signing.