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Amendment of the law creates relief / Olpe district

Many people in our region volunteer in an association. In association law in particular, there are many formalities to be observed, which, however, are difficult or even impossible to comply with in the Corona crisis.

Allowing a general meeting to take place as a face-to-face event is either not permitted due to current contact restrictions (the exact regulations will change in the course of the pandemic) or due to the distance and hygiene conditions, cannot be represented or simply not wanted. The legislature has recognized this problem and has created simplifications in association law. These are initially only valid until December 31, 2020, but an extension is to be expected.

The statutes are the “basic law” of the association. Here is z. B. regulates how a general meeting has to run and for how long a board remains in office. As a rule, association statutes provide that the general meeting must take place as a face-to-face event. A deviation from this would actually only be possible after a corresponding amendment to the statutes. Also, only a few statutes contain the express provision that a board of directors remains in office until a new election has expired. On the basis of most of the statutes, a general meeting cannot be held at the moment, with the result that no elections can take place.

As mentioned in the introduction, there is now a legal basis to act without a corresponding regulation in the articles of association. The following alternatives are available:

  1. The general meeting can be held “online”, ie not as a face-to-face event. Of course, many practical questions and problems arise here. It is already questionable whether all members have the appropriate technical requirements. The board of directors must also ensure that votes and resolutions are carried out exactly as before. Possibly. special voting software would even have to be purchased.
  2. It is also permissible to pass resolutions by the members by circulation. Elections could even be held this way. However, this can also involve considerable organizational effort, especially for clubs with a large number of members.
  3. Ultimately, it can usually be responsible for not allowing a general meeting to take place at all. Most members will understand this given the current situation. However, if members request the holding of a general meeting, this request will have to be complied with. Of course, it should be noted that the board of directors cannot initially be granted discharge; this would only be possible again at the next general meeting.

If the statutes do not already require the board to remain in office despite the expiry of the term of office (and of course an incumbent board does not resign, which is always possible), the law now temporarily regulates that a board of directors in office despite the end of his term of office remains. The reasons for this are obvious: on the one hand, every association should remain capable of acting; on the other hand, a general meeting should not have to take place just because the term of office of a board has ended.

In many of the statutes there are no specifications for the course of board meetings, so that there is a somewhat greater flexibility in this area anyway. In any case, no stricter regulations apply to board meetings and decisions than to a general assembly. Therefore, at least board meetings (unless the articles of association expressly prohibit this) can usually be held digitally or as a “hybrid event”.

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