Constitution of the Association and governing bodies – our strong foundation

1. The Association shall be called the Internationaler Controller Verein eingetragener Verein.
2. The registered office of the Association shall be in Munich.
3. The financial year shall be the calendar year. The first financial year is an incomplete calendar year and begins upon registration of the Association.

1. The Association shall exclusively and directly pursue the objects of public utility as defined in the Section ‘Tax-Privileged Activities’ of the German Tax Code.
2. The Association shall exclusively and directly develop and promote the latest state-of-the-art procedures and concepts related to business controller activities based on scientific and practical findings.
3. The above activities shall include in particular::
   a. scientific and practical advancement of modern leadership (in particular goal-oriented leadership)
   b. scientific and practical development of corporate planning and accounting
   c. information on business controller tasks and procedures
   d. advancement of scientific and practical trainings for business controllers
4. The above activities are pursued in particular by:
   a. establishment of experience exchange circles and workgroups
   b. organisation of lecture events, symposia and congresses
   c. editing and/or publishing of magazines and papers
   d. organisation by particular commissions of specialist generally offered examinations confirmed by certificates
5. The Association will not promote any professional organisations.
6. The Association shall not act on its own behalf; it shall not primarily pursue aims for its own financial benefit.

1. Any natural person, who is or was involved in any type of business controlling or any related area may become an ordinary member.
2. Companies, Associations, public institutions and other legal entities that promote the purpose of the Association can become ordinary members.
3. The admission of a member is determined upon application by the Management Board.
4. Following application allowance, members undertake to support tasks carried out by the Association and to pay a membership fee as determined at the General Meeting.
5. Each ordinary member shall be entitled to one vote at the General Meeting. The supportive members shall have no voting rights, but shall act as an advisory body.
6. The membership shall expire
   a. upon the death of a member
   b. upon the loss of civil rights
   c. upon resignation.
   d. It is permitted only with effect as at the end of financial year and requires prior written notification of the Management Board.
   e. upon exclusion following the resolution of the Managing Committee, if the member acts contrary to the Association’s interests or is two years in arrears with membership fees and does not respond to reminders.

The governing bodies of the Association shall be:

• General Meeting
• Board of Trustees
• Management Board

1. The General Meeting shall be convened by the President of the Managing Committee notifying the agenda with at least four weeks notice and shall be presided by the same.
2. The General Meeting shall take place at least once per financial year.
3. An ordinary member may appoint another ordinary member in writing to act as its representative and exercise its voting right.
4. The General Meeting shall be quorate, if at least one hundred ordinary members are personally present at the meeting. If the meeting is not quorate, another General Meeting shall be called at which resolutions shall be passed regardless of the number of ordinary members present.
   Resolutions may be passed by a simple majority of votes cast, unless another majority is required by law or this Constitution.
5. The General Meeting shall not adopt resolutions on matters other than those included on the agenda, unless at least one half of ordinary members present or duly represented express their consent thereto.
6. Resolutions on matters not on the agenda may only be passed at a general meeting if at least half of the ordinary members present or represented by written proxy vote in favor.
7. The General Meeting shall in particular resolve on:appointment of members of the Management Board as per § 7 sec. 21
   a. appointment of members of the Board of Trustees
   b. choice of auditor
   c. preparation of financial statements
   d. acknowledgement of the fulfillment of duties by members of the Management Board and the Board of Trustees
   e. fixing of membership fees and their payment date
8. The Managing Director shall take the minutes of the General Meeting to be signed by all members of the Managing Committee as per § 26 of the Civil Code [BGB], provided that a notarial deed is not required.

1. The Board of Trustees may be appointed at any time.
   Its members shall be elected by the General Meeting upon recommendation of the Managing Committee for a term of three years.
2. The Board of Trustees shall advise the Managing Committee on all important matters of the Association, in particular on its General Policy Guidelines, and shall act in the interests of supportive members.
3. The Board of Trustees shall elect its Chairperson and Vice-Chairperson from among its members by a simple majority of votes.
4. Meetings of the Board of Trustees shall be held at least once per financial year with participation of the Managing Committee.
5. The Board of Trustees shall be quorate, if at least one half of its members are present at the meeting; its resolutions shall be adopted by a simple majority of votes. In the event of equal votes, the Chairperson shall have the casting vote.

1. The Management Board shall consist as per § 26 of the Civil Code of seven natural persons, i.e. of the Chairman and the Vice-Chairman, other four members and the Managing Director. The Association shall be represented in court by either all members of the Managing Committee or by one of its presidents acting jointly with the Managing Director.
2. Members of the Management Board, exclusive of the Managing Director, shall be in principle jointly appointed by the General Meeting for a term of five years (term of office).
   If during the above term of office of the Management Board a by-election is required, it shall only take place at the end thereof. Members of the Management Board shall elect the Managing Director as another member for a term of four years.
   The entire Management Board shall elect its Chairman and Vice-Chairman from among its members, who cannot act as a Managing Director. The Management Board shall remain in office until the new election; their reelection is permitted. Notwithstanding the foregoing, the first Management Board shall be appointed by founder members at large.
3. In addition to obligations set forth in applicable laws and this Constitution, the Management Board shall perform the following tasks:
   a. it shall coordinate the Association’s activities performed as part of its statutory objects
   b. its Chairman shall call General Meetings
   c. it shall establish experience exchange circles and work groups, appoint and recall their leaders and coordinate their activities
   d. the Managing Director shall deal with ongoing business
4. The Management Board shall meet at least once a year. Its resolutions shall be adopted by a simple majority of votes. The Management Board shall be quorate, if at least four of its members are present, including the Chairman or the Vice-Chairman. In the event of equal votes, the Chairman shall have the casting vote.
5. If necessary, the Management Board shall formulate the Rules of procedure.

1. The Management Board shall be obliged to prepare for each coming year a budget relating to results and financial standing and to keep accounts in accordance with commercial standards.
2. The Management Board shall prepare financial statements and annual report at most within six month after the end of the financial year.
3. Financial statements and annual report shall be audited by a competent certified auditor prior to their submission to the General Meeting.

1. The Association’s funds may only be used for statutory purposes. Members shall not be entitled to any benefits paid out of the Association’s funds.
2. Except for the Managing Director, all members of the governing bodies shall perform their duties without remuneration, but they shall be entitled to reimbursement of expenses incurred in connection with their work for the Association upon billing.
3. The Managing Director shall work under a contract of employment. For the purpose of signing such contract, the Association is represented by its Chairman or Vice-Chairman. The Managing Director shall be entitled to appropriate remuneration and also to reimbursement of expenses incurred in connection with its work for the Association upon billing.
4. No person shall benefit from administrative expenses contrary to the stated objects of the Association, or through unreasonably high compensations. Such persons shall be obliged to repay the benefits received contrary hereto or to substitute them on a value basis. The above applies especially if tax authorities assume that the receipt of (inappropriate) benefits occurred.

1. Any resolutions of the General Meeting concerning the amendment hereof shall require a three-quarter majority of votes cast. § 5 sec. 3 shall apply accordingly. The abovementioned resolutions shall be reported to the competent tax authority.
2. § 10 sec. 1 shall also apply to the amendment of the Association’s objects referred to in § 2 hereof. This amendment is subject to the approval of the competent tax authority. The resolutions shall become effective only upon submission of a ‘Declaration of No-Objection’.

1. The Association shall be dissolved upon loss of legal capacity or upon resolution of the General Meeting. To the latter, § 10 sec. 1 shall apply accordingly.
2. The funds remaining after the dissolution or invalidation of the Association or else after the discontinuation of its objects shall fall to the Chamber of Industry and Commerce for Munich and Upper Bavaria, which shall devote such funds for public utility, charitable or church purposes

If any provision of this Constitution is declared invalid, that provision shall not affect the validity of the remaining provisions. The invalid provision shall be immediately replaced by the provision which most closely conforms to the sense and purpose hereof.

Publisher: Internationaler Controller Verein eV, Wörthsee/Munich