1 General
1.1 Name, seat, financial year
1.2 Purpose and principles of the NPO
2 Membership
2.1 Membership, right and obligations
2.2 Resignation from the NPO
2.3 Exclusion from the NPO
2.4 Membership dues
3 Organisation of the NPO
3.1 Agents of the NPO
3.2 The General Assembly of members
3.3 The extraordinary General Assembly
3.4 The Board, the Executive Board and the Managing Director
3.5 Treasurer/Comptroller/Auditor
3.6 Exclusion of liability
4 Finances
5 Dissolution of the NPO
6 Final provisions
Statutes
of
WOMEN FORUM CLUB HANDBALL (WFCH)
THE HEART OF THE GAME
1 General
1.1 Name, head office, financial year
1.1.1 The name of the association/Non-Profit-Organisation (NPO) is
WOMEN FORUM CLUB HANDBALL 2014 eV (WFCH)
It is registered in the register of NPOs (Vereinsregister)General Assembly at the Local Court (Amtsgericht) of Cologne/Köln (Germany) with the suffix “e.V.” (eingetragener Verein or “NPO”), No ………..
1.1.2 The NPO has its seat in
Cologne/Köln, Germany.
1.1.3 The NPO’s financial year starts on 1st July and ends on 30th June.
1.2 Purpose and principles of the NPO
1.2.1 The NPO´s purpose is the representation of the interests of its members and development of professional women’s club handball on European level through related and associated activities.
1.2.2 The NPO does not aim at financial profit and has no own economic interests.
1.2.3 The NPO’s funds may only be used for the purposes set out in these statutes. In their capacity as members, the members of the NPO shall not receive a share of a surplus or other payments.
In addition to this, no members shall benefit from expenditure which is alien to the purpose of the NPO or from an unreasonably high remuneration. Offices in the NPO shall generally be held on an honorary basis. The Board is entitled to employ paid staff if the scope of reasonable honorary activities is exceeded.
1.2.4 The NPO represents the interests of its members vis-à-vis the European Handball Federation (EHF), respectively the EHF Marketing GmbH (EHFM), both together down below EHF (M), International Handball Federation (IHF), European Commission and others.
The objectives of the NPO comprise in detail:
- to promote the cooperation, amicable relations and unity of the members of the NPO
- to promote and improve the professional women handball competition in all its aspects and safeguard the general interests of the members and European handball as a whole
- to aid the exchange of information between the members of the NPO
- to promote the interests of the members of the NPO and to consider important affairs
- to promote the cooperation and relations with the IHF, the EHF and other sports institutions or other professional handball clubs and the NPO
- to negotiate the format, administration and operation of the women club competitions with the IHF, the EHF and other sports Institutions
- to perform the economic activities necessary for the NPO
The NPO shall perform all such activities as may be necessary to attain the above mentioned purposes.
2 Membership
2.1 Membership, rights and obligations
2.1.1 Membership
In order to support the NPO’s objectives in the best possible way the NPO seeks to promote the interests of all professional women handball clubs which qualified in their domestic leagues or in a competition organised by the EHF(M) (EHF Championsleague; EHF-Cup; Cup-Winners-Cup; Challenge Cup or their future corresponding events) and which have applied for membership in the NPO.
An application to join the NPO must be made in writing. The NPO’s Board shall decide whether to approve the application to join the NPO. An appeal may be made against the decision within one month before the next General Assembly. The appeal has to be made in writing and addressed to the President. It has to be treated and decided by the next General Assembly.
2.1.1.1 Members
Any natural person or legal entity may become member of the NPO if it is authorized in writing by a European Women Handball Club, being in the current season or having been in the last season:
- National champion of any EHF member federation or
- participant of the EHF Champions League (CL) or
- participant of the EHF European League or
- one of the top 16 clubs of the EHF European Cup
2.1.1.2 Active members
Each member which fulfils the requirements set forth under Point 2.1.1.1 is an active member. It shall have a voting right in the General Assembly.
2.1.1.3 Passive members
Each member which does not fulfil the requirements set forth under Point 2 paragraph 2.1.1.1 is a passive member. It shall have no voting right in the General Assembly. The passive member shall maintain all further rights.
2.1.1.4 Honorary members
The NPO may have natural persons or legal entities as its honorary members who do not belong to the groups set out above (Point 2.1.1.2 and 2.1.1.3). The honorary members shall be proposed by the Board and ratified by the General Assembly. The honorary members shall have one vote. The number of honorary members should not exceed 10 % of the total number of members. Honorary members may have an office in the NPO.
2.1.2 Rights and obligations
2.1.2.1 All members shall have the following legal rights:
- to participate in the activities organised by the NPO to perform its purpose
- to take advantage of the opportunities and benefits that the NPO may obtain
- to forward motions to the General Assembly or the Board
- to be called to and attend the meetings of the General Assembly, with the right to speak and to vote (voting right for active members only, see point 2.1.1.1 and 2.1.1.2)
- to be informed of the state of the accounts of the NPO
- to be informed of the resolutions by the Board, when these relate to the members
- to use the logo of the NPO
- to publicly identify itself as a member of the NPO
- to receive services and financial benefits as agreed between EHF (M) and WFCH.
2.1.2.2 All members shall have the following legal obligations:
- to notify the Managing Director of their club address, e-mail address and of the details of their club Board representatives
- to promote at all times the development of the NPO, contributing actively to the performance of its purpose
- to discharge with proper diligence the obligations inherent in their offices
- to accept the ‘Memorandum of Understanding (“MoU”)’, signed by EHF and the NPO (if existing)
2.2 Resignation from the NPO
2.2.1 A member may only resign from the NPO on 30th June of the relevant calendar year. Notice must be given in writing and received by the Board until 30th of March of the relevant calendar year.
2.2.2 Members who have resigned from the NPO shall have no claim to a share in the assets of the NPO.
2.3 Exclusion from the NPO
2.3.1 A member who acts against the interests of the NPO by wilful intent or due to gross negligence shall be excluded from the NPO.
2.3.2 Before being excluded from the NPO, the member concerned must be allowed to submit a written declaration to the General Assembly.
2.3.3 Exclusion from the NPO can only be decided by the General Assembly with a 75% majority of votes.
2.3.4. The resolution pertaining the exclusion from the NPO with appropriate reasons must be submitted to the member in writing.
2.3.5 Point 2.2.2 of these statutes shall apply accordingly.
2.4 Membership dues
2.4.1 The amount of the annual membership dues shall be determined by the General Assembly.
2.4.2 The membership dues shall be payable on 1st July of every year.
2.4.3 Members who are more than one month in arrears with their membership dues shall be reminded that payment has become due. Should a member still have failed to pay the dues one month after receiving this reminder, the Board of the NPO can initiate proceedings to exclude the member from the NPO. Point 2.2.2 of these statutes shall apply accordingly.
2.4.4 All members agree that EHF(M) shall cover the costs of WFCH out of the women’s clubs’ share of the EHFM result from Women’s European Cup Competitions. The budget will be set up by the WFCH Board and confirmed by the General Assembly.
WFCH member clubs abstain from a share of their profit of the European Cup Competitions/Champions League to guarantee/safeguard the budget of WFCH.
3 Organisation
3.1 Agents of the NPO
The agents of the NPO shall be
- the General Assembly
- the Board (President, two Vice-Presidents, nine members and Managing Director)
- the Executive Board (President, two Vice-Presidents and Managing Director)
- the Managing Director
One member of the Board shall assume the tasks of a treasurer.
3.1.2 Further agents may be appointed by virtue of a resolution of the General Assembly.
3.2 The ordinary General Assembly of members (General Assembly)
3.2.1 The General Assembly consists of all members and is the sovereign governing body of the NPO.
3.2.2 The calls for meetings of the General Assembly shall contain all the items on the agenda to be discussed and the date and place of the meeting and they shall be delivered by the Managing Director to all members by publishing the according information on the NPO-website and via e-mail to the registered members, at least 28 days in advance of the date of the meeting.
3.2.3 Within seven calendar days upon receipt of the call, the members may ask to include in the agenda such additional matters they consider should be discussed by the General Assembly
3.2.4 Within seven calendar days upon receipt of the call, the members may forward motions for voting to the General Assembly.
The Managing Director shall forward the amended agenda to the members within seven further calendar days.
3.2.5 The General Assembly may add or cancel points on the agenda with a majority of 75% of the votes present.
3.2.6 An ordinary General Assembly must be held at least once a year.
An ordinary General Assembly with elections must be held every fourth year at the end of the season.
3.2.7 Active members do have a voting right in the General Assembly. Taking in account the better result of the current and the previous season, the number of votes shall be determined as follows:
- 3 votes: Participant of the group phase of the EHF Champions League (CL) or
- 2 votes: Participant of the EHF European League or
- 1 vote: Participant of the top 16 clubs of the EHF European Cup or
- 1 vote: National champion
Members which from time to time do not fulfil any of the criteria above (= passive members) shall not have any voting right for such period.
Honorary members and elected Board members do have at least one vote, even if their club does not meet the criteria listed above.
3.2.8 The General Assembly is exclusively responsible for
- changes of the statutes
- amendments to the statutes
- definition of the ‘Rules of Procedure’
- determination of the policy/targets of the NPO
- determination of the tasks of the Board
- the approval of the Board’s actions
- election of the Board members and their deputies, President and Vice-Presidents
- election of the treasurer/comptroller
- appointing an auditor if necessary
- discharge of the board
- substitution of Board members or representatives if necessary
- determining budget and/or membership dues
- deciding on the appeal of an applicant who has applied to join the NPO and whose application has been dismissed by the Board
- exclusion of a member
- dissolving the NPO
3.2.9 Changes or amendments to the statutes which are required by the competent public authority or by the financial authorities shall be implemented by the Board and will not require a decision by the General Assembly. Such changes or amendments shall be notified to the members together with the invitation to the next General Assembly at the latest.
3.2.10 The General Assembly is chaired by the President, a Vice-President or the Managing Director. The General Assembly may determine a chairman, if deemed appropriate.
3.2.11 Elections and votings are hold on the basis of the number of votes present and registered on the basis of the ‘Rules of Procedure’. Abstentions will not be counted.
3.2.12 The voting during elections or the voting on motions is executed by show of hands. If 10% of the votes present and registered request so, a secret voting will be executed.
3.2.13 If the voting concerns
- the exclusion of a member
- an amendment of the Statutes
- a change of the Statutes
- a change of the purpose of the NPO
- the dissolution of the NPO
a 75% majority is necessary.
3.2.14 Minutes have to be kept and signed by the President or the chairman of the General Assembly.
3.2.15 The above notwithstanding, the General Assembly may assemble at any time to discuss the matters within its competence when this is unanimously resolved by its members, all present or represented.
3.3 The extraordinary General Assembly
3.3.1 If the interests of the NPO so require, the Board may call an extraordinary General Assembly.
3.3.2 In addition to this, an extraordinary General Assembly shall be called if at least 10% of the members send a written request to this effect to the Board, stating the reasons.
3.3.3 An extraordinary General Assembly shall be called by publishing the according invitation including the agenda on the NPO-website and via e-mail to the registered members by giving a period of notice of at least 2 weeks.
Beside this the extraordinary General Assembly is to be held according to the rules for the ordinary General Assembly (see point 3.2).
3.4 The Board, the Executive Board and the Managing Director
3.4.1 The Board
The board shall consist of
- the President
- two Vice-Presidents
- nine Board members
- the Managing Director (without voting right)
If the Managing Director is not able to fulfill his duties for a longer period (for example because of illness), the President will take over the duties of the Managing Director. The President may delegate these duties to another Board member.
The Treasurer shall be a member of the Board.
3.4.1.1 The Board (exception: Managing Director) shall conduct the affairs of the NPO in an honorary capacity.
3.4.1.2 In case any members of the Board participate in any events, meetings, etc. in the interest of, for and on behalf of the NPO, expenses/losses of earnings of such Board members shall be reimbursed if the scope of an appropriate honorary activity is exceeded. This shall be regularly the case if travel time and the duration of any event exceeds 12 hours per day. The Board member shall render an appropriate invoice to the NPO.
3.4.1.3 The Board members (exception: Managing Director) can only be dismissed from office by an extraordinary General Assembly or as an ordinary topic of the agenda of the General Assembly.
3.4.1.4 The members of the Board (exception: Managing Director) shall be elected by the General Assembly until the next ordinary General Assembly with elections.
All members of the Board shall remain in office until new elections are held, even if their term of office has expired.
3.4.1.5 The Board shall meet at least 2 times a year. A meeting of the Board should correspond to the General Assembly. For good reasons the Board may decide to meet only once a year.
3.4.1.6 The Board shall have the following tasks and powers:
- to direct the activities of the NPO and its economic and administrative management, as long as those activities according to these Statutes or existing law are not under the responsibility of another agent of the NPO to implement the resolutions adopted by the General Assembly
- to submit to the General Assembly the proposal for the exclusion of members
- to prepare a biannual budget and submit this budget to the General Assembly for its approval
- to prepare ‘Rules of Procedure’ for the Board and submit them to the General Assembly for its approval
- to construe and implement the provisions of the statutes
- discharge of the board
- to employ a Managing Director
- to supervise and support the Managing Director
- to approve or reject acts of the Managing Director
- to instruct the Managing Director
The Board may delegate any of its duties to the Executive Board or the Treasurer.
3.4.2 The Executive Board
The Executive Board shall consist of
- the President and
- the two Vice-Presidents
- the Managing Director (without voting right)
3.4.2.1 The Executive Board represents the NPO in matters which are of major importance for the NPO.
3.4.2.2 The Executive Board instructs the Managing Director in the day-to-day business.
3.4.3 The Managing Director
3.4.3.1 The office of the Managing Director shall be held by a natural person appointed by the Executive Board.
3.4.3.2 During the term of his office the Managing Director may only be recalled by the Board for good cause.
3.4.3.3 The Managing Director shall receive a yearly remuneration to be determined by the Executive Board from time to time.
3.4.3.4 The Managing Director shall have the following powers and duties:
- to manage the day-to-day business of the NPO
- to organise and prepare the meetings of the Board and the General Assembly
- to attend, with the right to voice an opinion but not the right to vote, the meetings of the General Assembly, of the Board and Executive Board
- to administer and keep the accounts of the NPO
- to organise and keep the files of the NPO
- to send the correspondence and watch over the relations between the NPO and the members
- to coordinate the relations of the NPO with the IHF, the EHF and any other institutions or handball clubs
- all the tasks that may be entrusted to him by the Board and are not expressly reserved for the General Assembly
3.4.3.5 As a general rule, the Managing Director shall represent the NPO in matters relating to the day-to-day business, if imminent danger arises for the NPO or in matters conferred upon him by the Board.
3.4.4 The members of the Board and the Managing Director shall be exempted from the restrictions of § 181 German Civil Code (Bürgerliches Gesetzbuch – BGB – prohibition of double representation and self-dealing).
3.4.5 The President and the Managing Director have the right to act on behalf of the NPO. Each of them shall be authorized to sign on behalf of the NPO alone.
3.5 Treasurer/Comptroller/Auditor
3.5.1 The treasurer sets up the budget for the NPO and controls the financial transactions of the Managing Director throughout the financial period. Extraordinary expenses of the NPO have to be approved by the Treasurer.
3.5.2 The General Assembly shall additionally elect a comptroller. The Comptroller shall inspect whether or not the utilisation of the budget corresponds to the provisions of the statutes and whether or not the accounting for the NPO has been done properly. The Comptroller shall report to the General Assembly.
3.5.3 The General Assembly is entitled to appoint a competent professional auditor who is not a member of the NPO for the inspection of the accounts if deemed appropriate.
3.6 Exclusion of liability
The members of the Board, the Managing Director and the Comptroller shall only be held liable for wilful or gross negligent misconduct vis-à-vis the NPO or its members.
4. Finances
4.1 The budget of the NPO is determined by the General Assembly on proposal of the treasurer for two years. It shall be covered out of the revenues of EHFM as agreed in the ‘Memorandum of Understanding (MoU)’ or/and by membership fees. The NPO invoices EHF(M) accordingly.
4.2 The NPO implements a cash-based commercial accounting system as far as legally permitted. The system also serves as a basis for the annual billing.
4.3 The Comptroller shall inspect whether or not the utilisation of the budget corresponds to the provisions of the statutes and whether or not the accounting for the NPO has been done properly.
5. Dissolution of the NPO
5.1 The General Assembly shall decide about the dissolution of the NPO. Proposals for the dissolution shall be transmitted to the members four weeks in advance of the General Assembly.
The dissolution requires a majority of 75 % of the votes present. Vote abstention shall be treated as absent votes.
5.2 A decision regarding the dissolution of the NPO can only be made at a General Assembly which has been especially called-up for this purpose. The voting regarding the dissolution shall be made in writing and in secret. Unless decided otherwise by the General Assembly, the President and the Managing Director shall be appointed liquidators with joint power of representation. These provisions apply mutatis mutandis if the NPO is dissolved for other reasons or loses its legal personality.
5.3 In case of the dissolution of the NPO, the assets of the NPO shall be transferred to the European Handball Federation which shall use such assets only for the purposes of direct promotion of women handball sport.
Any resolutions concerning the future use of the NPO’s assets may only be executed after approval has been obtained from the tax authorities.
6. Duration, Language, Communication, Jurisdiction
6.1 The duration of the NPO shall be indefinite.
6.2 The language of the NPO shall be English. German shall be the language of all official documents to be filed with and lodged to the register of NPOs.
6.3 All written communication inside the NPO is done in English language via e-mail.
6.4 Any written document issued by the NPO shall be valued, if it is sent to the last known address of the member.
6.5 The NPO shall be governed by the laws of the Federal Republic of Germany.
6.6 Any disputes between the members or between members and the NPO and its bodies shall be exclusively and finally settled by the Court of Arbitration for Sport (CAS), Lausanne/Switzerland applying its rules and procedures for arbitration unless otherwise required by mandatory law.
Budapest, 4th May 2014