Statutes and internal order of the Automobile Association OWNERSEGG e.V.
this is a non legal translation from the original Germany Statutes - the orginal can be downloaded here.
§ 1 Name, legal form and registered office
(1) On 10. April 2022 constituted association bears the name OWNERSEGG e.V. with the coat of arms
(2) It is to be entered in the register of associations.
(3) It has its registered office in 22962 Siek
(4) Fiscal year is the calendar year
§ 2 Purpose
This association is an association of fans and enthusiasts, sponsors, owners and/or owners, collectors of vehicles of the KOENIGSEGG® brand (www.koenigsegg.com).
The technical and ideological exchange between KOENIGSEGG® owners and/or owners, collectors, fans and enthusiasts for the care, preservation and, if necessary, the largely faithful, time-typical restoration or restoration of KOENIGSEGG® vehicles is promoted. in order to document and preserve the value of vehicles for automotive history and as a cultural asset. In addition, the association contributes to the positive perception in the public and, within the scope of its possibilities, is committed to being able to drive the vehicles in road traffic in the future as well.
The purpose of the association is realized in particular by:
a) planning and implementation of regional, supra-regional and/or international events with joint excursions for participation in motorsport or other cultural events for interactive exchange for the benefit of motorsport enthusiasts,
b) publication of online presences and publications in several languages,
c) Maintenance of an associationarchive, which provides literature and information of any kind about the vehicles cared for and a collection of essential documents on the history of the association, e.g. (www.koenigsegg-registry.com )
d) Organizing, participating and cultivating conviviality through informal member meetings to maintain and preserve traditions within the framework of the KOENIGSEGG® - Ghost Squadron
(e) promotion of the use of a sports car;
f) to represent the interests of owners and/or owners vis-à-vis public authorities, the manufacturer or suppliers or other third parties;
g) Development, promotion and care of works of art/objects such as pictures / sculptures / jewellery etc. in special connection with and for the automotive brand KOENIGSEGG®
h) Maintenance and maintenance to other domestic and foreign associations, automobile clubs and structures with the same or similar purpose.
h) Public relations
(i) and other appropriate measures;
The association is independent of Koenigsegg Automotive AB (Sweden) and other KOENIGSEGG® representatives. Cooperations in the sense of the association arise from case to case.
Within this association structure, the association will operate and manage special member areas (lodges) such as VALHALLA, MIDGARD and/or LOKI.
§ 3 Basics
1) The association does not pursue any profit-making intention within the scope of its activities in accordance with § 2 of the statutes. It is selflessly active and pursues exclusively and directly non-profit/charitable and primarily not self-economic purposes.
2) The funds of the association are to be used exclusively for statutory purposes. A profit distribution to members or third parties does not take place.
3) No one may be favoured by expenses that are alien to the purpose of the association or by disproportionately high remuneration.
4) In the event of the resignation of a member from the association or dissolution of the association, no refund will be made of any assets contributed.
5) A change in the purpose of the association may only take place within the framework given in § 3 (1).
6) As an ownersegg association officially recognized by Ownersegg AG, the corresponding OWNERSEGG® trademarks may be used by the association. However, the use must always be in connection with the clear reference to the Ownersegg association. A corresponding approval is available to the association.
§4 Ordinary membership
1) Ordinary members of the association (Senior-Mates) can become all natural persons with legal capacity with a minimum age of 16 years and/or legal entities (associations, foundations, companies such as GbRs, GmbHs, AGs, KGs, etc.) who agree to actively support the association's purposes and goals. Each member shall then have one vote.
1a) Familiary or civil partnership with a member from art. 1) (full member) associated natural persons, can become full members of the association at reduced benefits and reduced membership fee if they are at least 16 years old (mates). However, these members are only entitled to vote with half a vote.
2) Extraordinary members of the association (Junior-Mates) can become natural and legal persons, associations, foundations, companies such as GbRs, GmbHs, AGs, KGs, etc., who agree to support the association's purposes and objectives exclusively materially. However, these members are not entitled to vote.
3) Membership is acquired upon written request by resolution of the Executive Board. The applicant may lodge an appeal against a negative decision of the Executive Board – which is made without giving reasons – which may be decided by an honorary council specially set up for this purpose.
4) Ordinary members may be appointed by their duration of membership (at least 5 years of continuous membership) and/or extraordinary deeds in favor of the association on the proposal of the board and /or honorary council in their rank as an officer until revoked.
5) The founding members are appointed as full members for a lifetime. If, however, they resign as a full member at his own request and/or by resolution of the General Assembly due to misconduct or deselection, it automatically becomes an extraordinary member for life.
6) Membership ends by resignation, exclusion or death, in the case of legal entities also by loss of legal personality. The ordinary withdrawal from the association must be declared to the board in writing. It causes immediate resignation from the association, but the member remains until the end of the
Calendar year subject to contributions. All objects that the member receives from the association remain their property; they must be returned immediately upon withdrawal and without objection to advance action.
6a) The family membership (1a) ends automatically with the departure of the associated full member or by termination of the family membership by the family or full member.
7) The exclusion of the association takes place by resolution of the board if a member has seriously violated the purpose of the association, demonstrates dishonorable behavior towards other members or the association itself, no longer meets the requirements of the statutes or remains in arrears with the contribution despite a reminder. The exclusion due to arrears of contributions may only be decided after one month has elapsed since the sending of the reminder letter and the contribution arrears including costs, duties and/or fees incurred for this purpose have not been paid. The member must be given the opportunity to justify or comment before the decision is taken, setting a reasonable deadline. The decision on exclusion shall state the reasons on which it is based and shall be made known to the member in writing. An appeal may be lodged against the exclusion decision within a period of one month after notification of the exclusion, on which the Honorary Council shall decide. If the member does not exercise his right to appeal against the exclusion decision or misses the appeal deadline, he submits to the exclusion decision with the consequence that the membership is deemed to have ended. The relevant provisions of the legal system of the association in their currently valid version shall apply to the proceedings.
§5 Lodges
5)1. LOKI
The LODGE LOKI is a separate association within the association, consisting of fans, enthusiasts, supporters and/or buyers of vehicles of the KOENIGSEGG® brand.
Admission to this lodge can only be advertised upon written request as an extraordinary member of the association (junior mate). Should the member withdraw from the lodge, move to another lodge and/or wish to withdraw from the association altogether, or be excluded from the association in accordance with § 4, it shall in this case lose all his claims and/or titles from this lodge. These can then be made available again by the lodge for other lodge members.
5)2. MIDGARD
The lodge MIDGARD is a separate association within the association exclusively of club members (Senior-Mates & Mates). For successful admission to this lodge, the following requirements apply:
- At the time of the application to the lodge, you must own and/or possess at least 1 KOENIGSEGG® sports car by the end of your membership against proof of the vehicle documents (copy of the vehicle registration document or equivalent) or be an already confirmed KOENIGSEGG® customer and a valid, non-transferred order confirmation of at least one KOENIGSEGG® sports car (building slot) in the application. If the member no longer owns and/or owns a KOENIGSEGG® sports car, or has placed and/or otherwise handed over his order, it must immediately report this to the association board without being asked and is free to remain a member of this lodge for "lifetime" as long as es continues to pay his lodge contributions on time.
- Should it withdraw from the lodge, it will in this case lose all its claims and/or titles from this lodge. These can then be made available again by the lodge for other lodge members. In this case, a re-admission to the MIDGARD lodge is only possible after a new application and positive approval by the responsible organs of the association. If it has been excluded from the association or one of the lodges due to an exclusion from the association in accordance with §4, it has no right to claim to this.
- Admission to this lodge is only acquired at the written request of the association member by resolution of the board and the written consent of the honorary council. The written application must be accompanied by the name and address of at least one other member of the lodge who, with his signature, confirms the undoubted conduct of the applicant as a public good and guarantor and supports admission to this lodge. The applicant can lodge an appeal against a negative decision of the Executive Board – which is made without giving reasons – on which the Honorary Council could then decide again if necessary.
5)3. VALHALLA
The lodge VAHLHALLA is a separate association within the association exclusively of a maximum of 100 club membersn (Senior-Mates & Mates). For successful admission to this lodge, the following requirements apply:
- At the time of the application to the lodge, you must hold at least 1 KOENIGSEGG® sports car in possession and/or possession throughout against proof of the vehicle documents (copy of the vehicle registration document or equivalent) until the end of your membership, or already at the time of the application are a confirmed KOENIGSEGG® customer and submit their valid, non-transferred order confirmation of at least one KOENIGSEGG® sports car (building slot) with the application.
- If the member no longer owns and/or owns a KOENIGSEGG® sports car, or has placed and/or otherwise handed over his order, it must immediately report this to the association board without being asked to do so and must leave this box at the end of the following quarter. In this case, it loses all its claims and/or titles from the lodge. These can then be made available by the lodge for other lodge members. However, as a former VALHALLA member, it can then become a member of the other lodge MIDGARD for "lifetime" at his own request. In this case, re-admission to the VALHALLA lodge is only possible after a new application and positive approval by the responsible organs of the association. If it has been excluded from the association or one of the lodges due to an exclusion from the association in accordance with §4, it has no right claim to this.
- Admission to this lodge is only acquired at the written request of the association member by resolution of the board and the written consent of the honorary council. The written application must be accompanied by the name and address of at least one other member of the lodge who, with his signature, confirms the undoubted conduct of the applicant as a public good and guarantor and supports admission to this lodge. The applicant can lodge an appeal against a negative decision of the Executive Board – which is made without giving reasons – on which the Honorary Council could then decide again if necessary.
Exception:
The members of the association as well as honorary and foundery masters are excluded from all lodge restrictions and are considered in all lodges as "appointed members" without obligation to contribute for lifetime.
§ 6 Contributions
The accounting year is the calendar year.
1) The membership fee to be paid as well as other necessary contributions/special levies resulting from the lodge work will be determined by the General Assembly. These contributions are paid to cover the running costs and to carry out the association'sexpenses by means of a one-off admission fee, corresponding annualcontributions, as well as, if necessary. Special levies exalted. The annual association fees are due no later than 30 days in advance for the next financial year and must be paid by the member to the account specified by the association.
2) The Executive Board may decide on a reduction in contributions on a case-by-case basis.
3) For the correct billing of the association fee and for the implementation of the tasks of central member support, information/data types such as e.g. First and last name, birthday, home address, email and/or telephone number of their members are regularly requested on the basis of their own member database and updated and stored accordingly in their own databases.
4) The founding members as well as honorary and foundery masters are exempt from payment of any contributions of the association and/or lodges for lifetime. However, if you resign as a full member at your own request and/or by resolution of the General Assembly, you will automatically be appointed as extraordinary members without obligation to pay contributions for your lifetime.
§ 7 General Assembly
1) The General Assembly (SQUADRON-CONVENT) includes all ordinary members of the association (§4.1) with 1 or 1/2 stimme each. Voting transfers are only permitted upon presentation of an ordinary power of attorney. Extraordinary members (§4.2) may only participate in the General Assembly at the special invitation of the Executive Board. Excluded from this are the founding members, as well as the honorary and foundery master, who have a right to participate in the general meeting with 2-fold voting rights for lifetime.
2) The General Assembly takes place at least once a year. It can take place on the instructions of the Executive Board in the presence procedure and/or digital via appropriate online platforms. It is convened by the Executive Board in writing, stating the agenda. The invitation period is 8 weeks. The period begins on the day following the sending of the invitation letter, whereby the invitation by email is also legally considered an ordinary invitation. The date of the postmark applies. The invitation letter shall be deemed to have been received by the member if it is addressed to the last address and/or email contact provided in writing by the member of the association.
3) Each member can apply in writing to the Executive Board no later than 3 weeks before the day of the General Assembly, as further matters will be subsequently placed on the agenda. The chairman of the meeting must supplement the agenda accordingly at the beginning of the meeting. The Assembly decides on proposals to supplement the agenda, which are only submitted in the General Assembly.
For acceptance, a majority of 2/3 of the voting and present members of the association are required.
4) An extraordinary general meeting is to be convened if the interest of the association so requires. At the written request of at least 25% of the members of the association, the board must convene an extraordinary general meeting within 6 weeks. The request of the members must contain the desired agenda item.
5) Upon proper invitation, the General Assembly has a quorum regardless of the number of people who have appeared. The General Assembly is chaired by the President (Grand Master), in the event of his or her being prevented from attending by one of the Vice-Presidents (Master); if these are also prevented, a deputy chairman of the meeting appointed by the Board of Directors (1st Officer) presides.
Elections for special occasions may be delegated to an election committee (Commission of Election) on the assignment of the assembly leadership only for the duration of the ballots.
In principle, unless the meeting provides otherwise, resolutions are taken openly by raising hands with a majority of votes. In the event of a tie, a motion shall be deemed to have been rejected.
6) Amendments to the statutes and resolutions on thedissolution of the association require at least 75% of the membership rights of the ordinary members.
7) The General Assembly is not open to the public. The meeting may only admit guests by invitation with the prior consent of the board and/or honorary council.
8) Minutes of the resolutions of the General Assembly must be recorded, which must be signed by the respective chairman of the meeting and the recorder (2nd officer). The recorder is appointed by the chairman of the meeting. The minutes should contain the following statements: the place and time of the meeting, the person of the chairman of the meeting and the recorder, the number of members present, the agenda, the individual voting results and the type of vote. In the case of amendments to the Articles of Association, the exact wording should be indicated. Resolutions are passed by a simple majority of the members present, unless otherwise stipulated in the statutes or in the law.
§ 8 Tasks of the General Assembly
1) The General Assembly, as the supreme decision-making body of the Association, is in principle responsible for all tasks, unless certain tasks have been delegated to another organ of the Association in accordance with these Statutes. The General Assembly elects the Executive Board from among the members for a period of at least 5 years. The people who receive the most votes are elected. Excluded from this are the Honorary Master and the Founding Master, which hold a special position for the entire existence of the association. These are appointed exclusively by the board and can only be voted out or expelled with at least 90% of the association member votes in the event of grossly negligent violations of the association's statutes.
2) The General Assembly may deselect this member of the Board in the event of major incidents threatening the existence of the Association, which can be directly assigned to the respective member of the Board. For this purpose, in deviation from (1), it requires a majority of 75% of the votes of all voting members of the association. Excluded from this are the Honorary Master and the Founding Master which hold a designated special position within the association for the entire existence of the association as full members and are also exempt from all membership fees throughout their lives and can exercise a 2-fold voting right. The Honorary Master and the Founding Master are appointed exclusively by the Board and can only be voted out or expelled in the event of grossly negligent violations of the Association's statutes with at least 90% of the Association's membership votes and resolution of the Board.
3) The General Assembly receives the annual report of the Executive Board to be submitted annually and the audit report of the auditor and grants discharge to the Executive Board.
4) The General Assembly has to decide on amendments to the statutes and a dissolution of the association.
5) In particular, the annual financial statements and the annual report must be submitted in writing to the General Assembly for resolution on the approval and discharge of the Executive Board. It appoints an auditor who is neither a member of the board nor of a body appointed by the board and who may not be an employee of the association in order to audit the accounts, including the annual financial statements, and to report on the results before the general meeting. The auditor has access to all booking and accounting documents of the association.
6) The General Assembly decides e.g. above:
a. membership fees;
b. Election/deselection of the Board of Directors
c. Election/deselection of the cash auditor
d. Resolution and amendment of remuneration for work;
e. Exemption of fees;
f. Tasks of the association;
g. Purchase, sale and encumbrance of real estate;
h. participation in companies;
i. Taking out loans from EUR 10,000;
j. Approval of all rules of procedure for the association area;
k. Use of donations from EUR 50,000 per donation;
l. Admission fee and annual fee;
m. admission of new members;
n. Honors;
o. the appointment of honorary members;
p. exclusion of members;
q. Amendments to the Articles of Association;
r. Dissolution of the association
7) It may decide on further matters submitted to it by the Board of Directors or from the membership.
8) Each duly convened general meeting has a quorum. A majority of the valid votes cast shall decide on the adoption of resolutions, unless otherwise stipulated by these Statutes. In the event of a tie, a motion shall be deemed to have been rejected.
§ 9 Organs of the Association
The organs of the association are:
a) the General Assembly b) the Executive Board c) the Honorary Council
§ 10 Board of Directors
1) The board basically consists of 3 persons, a president (GRAND-MASTER), a vice-president (MASTER), treasurer (TREASURER). Only ordinary members of the association can be elected. The term of office is 5 years. Re-election is permissible. The current members of the Executive Board remain in office at the end of their term of office until successors have been appointed. These can either be recruited from the list of successors of the last board elections or appointed directly by the board.
2) The President is appointed by the General Assembly in a special ballot.
3) The board decides on all association matters, unless they require a resolution of the general meeting. It implements the resolutions of the General Assembly.
4) At therequest of a member of the Executive Board, the Executive Board meets after consultation with the other members of the Board of Management. The board has a quorum in the presence of 2 members. It adopts resolutions by a majority of votes. In the event of a tie, a motion shall be deemed to have been rejected. Resolutions of the Executive Board may also be passed in writing or by telephone if all Executive Board members declare their consent to this procedure in writing or by telephone. Resolutions of the Board of Management adopted in writing or by telephone must be recorded in writing and signed by the Executive Board.
5) The association is represented in and out of court by the president alone or the vice-president together with the treasurer. Individual disposition authorizations can be granted via accounts of the association.
6) Amendments to the Articles of Association that are required by supervisory, judicial or financial authorities for formal reasons may be made by the Executive Board on its own initiative. These amendments to the statutes must be communicated to the next general meeting.
§ 11 Honorary Council
1) An honorary council can be elected by the general meeting on the proposal of the board, to which the following tasks are assigned:
a) the decision on the appeal against the exclusion from the association
b) the decision against a resolution of the Executive Board rejecting a request for exclusion
c) Settlement of internal disputes within the association
d) Dissolution and/or re-establishment of the association and the subordinate lodges
e) Review of accusations made by the Bureau against members
f) Decision on the acceptance and/or rejection of an application for membership
g) Tasks that are assigned to the Honorary Council by the Executive Board in individual cases
h) Decision on amendments / violation of the SQUADRON RULES
i) Decision on the use of assets in the event of the dissolution of the association
2) The Honorary Council consists of full members. A FOUNDING MASTER, Mr. Klaus Stephan Reeckmann, has already been appointed as a member of the Honorary Council for life. In addition, it is intended to appoint Mr. Christian Erland von Koenigsegg and his wife Halldora Linda von Koenigsegg to HONORARY-MASTERS also as members of the Honorary Council for Lifetime, insofar as they accept this office.
Other members of the Honorary Council are elected by the General Assembly for a period of 5 years; they should have been full members of the association for at least 5 years. Only ordinary members of the association can be elected.
3) The appeal to the honorary council is made by submission by a boardmember of the association and must be sent by the association member in writing to him; the decision of the honorary council is free of charge.
4) Decisions of the Honorary Council require unanimity.
§ 12 Committees
1) The board is entitled to appoint committees for special tasks to advise and support it in the course of the association's activities.
2) Each committee must have at least one board member.
3) The committees advise the Board on the issues at hand and have the right to plan and make proposals. The Committees may be entrusted by the Executive Board with the implementation of events and the implementation of decided measures.
§ 13 Special Representative
For individual tasks resulting from the purpose of the association, members of the association can be determined by resolution of the board. These include, for example, the editor of the online/offline publications, the member advisor, the person responsible for trade fair appearances, the person responsible for the website, the heads of the regional regulars' tables (regional contact persons) and the type or technical officers.
§ 14 Reimbursements
1) Members – insofar as they have been commissioned by the Executive Board – and members of the Board, Committee, Special Representatives and/or Honorary Council members are entitled to reimbursement of the expenses incurred by them in the course of their work for the Association. These include, in particular, travel expenses, additional catering expenses, postage and communication costs.
2) Proof is provided by means of corresponding individual receipts and must be claimed no later than 6 weeks after the end of the respective quarter.
3) Insofar as there are tax lump sums and tax-free maximum limits for the reimbursement of expenses, a replacement will only be made in this amount.
4) The executive board, committee members, special representatives and other appointed members may, if necessary, be provided with a separate activity remuneration within the framework of the tax-privileged Entgeltpayment naccordance with § 3 No. 26 a EstG.
§ 15 Dissolution of the association
1) The dissolution of the association can only be decided by resolution of a general meeting specially convened for this purpose. The decision must be taken with 75% of the total membership votes and the approval of the Honorary Council.
2) Unless the General Assembly decides otherwise, the President is the liquidator with sole power of representation.
3) The above provisions shall apply mutatis mutandis in the event that the association is dissolved for another reason or loses its legal capacity.
4) In the event of dissolution or dissolution of the association, the assets of the association fall to the founding master.
§ 16 Entry into force
These statutes come into force upon entry in the register of associations.
Should individual provisions of these Articles of Association be invalid or unenforceable or become invalid or unenforceable after conclusion, this shall not affect the validity of the remaining provisions of the Articles of Association. The invalid or unenforceable provision shall be replaced by the effective and enforceable provision whose effects come closest to the objective of the statutes, which the founders of the association have pursued with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.
§ 17 Place of jurisdiction Place of performance
1. The place of performance for all liabilities of the members towards the association and the association towards its members is the respective seat of the association on the basis of the statutes or special resolutions.
2. The respective registered office of the association is the place of jurisdiction for disputes between the association and its members or vice versa. In relation to third parties and authorities, the board shall, as far as permissible, agree on the respective seat of the association as the place of jurisdiction. Exclusive language is German.
§18 Finals
The relationship between the members or with each other of the association is regulated by the "SQUADRON RULES" as part of these statutes in their currently valid version.
The resolutions passed in board meetings, honorary council and/or general meetingsmust be recorded in writing and signed by the board.
Siek, dd 10th of April 2022