STATUTES
OF
FORUM CLUB HANDBALL (FCH) eV
The Heart of the Game
Version 01.01.2016
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 board and the managing director
3.4 Procedural rules for the general assembly of members
3.5 Budget and annual billing
3.6 Auditors
4 Miscellaneous
4.1 Amendment of the Statutes, dissolution of the NPO
4.2 Exclusion of liability
4.3 Final provisions
Statutes
of
FORUM CLUB HANDBALL (FCH) eV
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
FORUM CLUB HANDBALL (FCH) eV.
It is registered in the register of associations at the Local Court (Amtsgericht) of Cologne/Köln (Germany) with the suffix “e.V.” (eingetragener Verein or “NPO”), No VR 17012.
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 men’s club Handball 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 club 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 daughter company EHF Marketing
GmbH (EHFM), both together down below EHF (M), International Handball Federation (IHF), European Commission and others.
All members of the NPO are obliged to participate in Eurpopean Cup competitions organised by European Handball Federation (EHF)/EHF Marketing GmbH
(EHFM), as agreed in the ‘Memorandum of Understanding’ (MoU) between EHF(M) and FCH.
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 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 among 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 club competitions with the IHF, the EHF and other sports Institutions
-To perform the economic activities necessary for the NPO
-Any other purpose similar to those contemplated above
-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 handball clubs which qualified in their domestic leagues or in a competition organised by the EHF(M) (VELUX EHF Championsleague; EHF-Cup; Challenge Cup or their future corresponding events) and which have applied for membership in the NPO.
2.1.1.1 Any natural person or legal entity may become an active member of the association if it is authorized in writing by a Handball Club, being in the current season or having been in the last season:
- National champion of an EHF member federation or
- participant of the group phase of the VELUX EHF Championsleague (CL) or
- one of the top 32 clubs of the EHF-Cup or
- one of the top 16 clubs of the Challenge Cup
- on of the top 8 Clubs of a Non-European continent
2.1.1.2 Each member which fulfils the requirements set forth under Point 2 paragraph 2.1.1.1 (ordinary active member) shall have a voting right in the general assembly. The voting right shall cease if the requirements are no longer met by the member (ordinary passive member). The ordinary passive member shall maintain all further rights.
2.1.1.3 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 paragraph 2.1.1.1 and 2.1.1.2). The honorary members shall be proposed by the board and ratified by the general assembly of members. 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 FCH.
2.1.1.4 An application to join the NPO must be made in writing.
2.1.1.5 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 of members. The appeal has to be made in writing and addressed to the President. It has to treated and decided by the next General Assembly.
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 make suggestions to the members of the board to improve the performance of the purposes of the NPO.
– To be called to and attend the meetings of the general assembly, with the right to speak and to vote.
– 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.
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.
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 put his, her or its case. Should this member submit a written declaration, this declaration must be read out at the general assembly of members.
2.3.3 Exclusion from the association can only be decided by the general assembly with a 75% majority of votes.
2.3.4. The resolution pertaining to exclusion from the association with appropriate reasons must be served on the member in writing.
2.3.5 Point 2 paragraph 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 of members.
2.4.2 The membership dues shall be payable on 1st July of every year.
2.4.3 Members who are more than three months in arrears with their membership dues shall be reminded in writing that payment has become due. Should a member still have failed to pay the dues 3 months after receiving this reminder, the board of the association can initiate proceedings to exclude the member from the association in accordance with paragraph 2.3.
3 Organisation
3.1 Agents of the NPO
3.1.1 The agents of the NPO shall be
– the general assembly of members
– the board (president, two European vice-presidents, one non-European vice-president and two members)
– the executive board (president, the two European vice-presidents and the non European vice-president)
– the managing director.
One member of the board shall assume the tasks of a treasurer.
3.1.2 The executive board is part of the NPO´s board. Further agents may be appointed by virtue of a resolution of the meeting of members.
3.2 The general assembly of members
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. 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 and shall deliver them in a duly attested manner to the managing director who shall deliver the full agenda, including all the proposals received, to all members within seven further calendar days.
3.2.3 An ordinary general assembly of members must be held at least once a year. An ordinary general assembly with elections must be held every second year at the end of the season in even years.
3.2.4 If the interests of the NPO so require, the board shall call an extraordinary general assembly of members.
3.2.5 In addition to this, an extraordinary general assembly of members may be called if at least 10% of the members sent a written request to this effect to the board, stating the reasons.
3.2.6 An extraordinary general assembly of members shall be called by publishing the according invitation on the NPO-website by giving a period of notice of at least 2 weeks and announcing the agenda.
3.2.7 The number of votes of each member in the general assembly shall be determined according to the following criteria (taking in account the better result of current and previous season):
- 3 votes: Participant of the group phase of the VELUX EHF Championsleague (CL) or
- 2 votes: Participant of the top 32 clubs of the EHF-Cup or
- 1 vote: Participant of the top 16 clubs of the Challenge Cup
- 1 vote: National Champion
- 1 vote: Non-European members
Members which from time to time do not fulfil any of the above criteria shall not have any voting right for such period.
Elected Board members do have at least one vote, even if their club does not meet the criteria listed up above.
3.2.8 The general assembly of members is exclusively responsible for
– Amendments to the statutes;
– The approval of the board’s actions and its re-election;
– Determining 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;
– Excluding a member;
– Dissolving the NPO;
– The general policy of the NPO and may instruct the board in that respect;
– Determination of the targets/policy of the NPO;
– Determination of the tasks of the board;
– Election of representatives into the various bodies of EHF, EHF(M), IHF and other organisations;
– Election of the auditors/comptrollers
– Substitution of board members or representatives if necessary.
All matters, concerning European issues only, will be decided by the european member clubs only.
3.2.9 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 board and the managing director
3.3.1 The board shall consist of
· the president;
· two vice-presidents
. one non-European vice-president
· two board members;
· the managing director;
The executive board consists of the president, two European vice-presidents and the non-European vice-president.
Beside the managing director every board member has a deputy.
If the managing director is not able to fulfil his duties for a longer period (for example because of illness), the President will take over the duties of the managing director. He may delegate the mangement to another board member.
One member of the board shall assume the tasks of a treasurer.
3.3.2 The board (exception: Managing Director) shall conduct the affairs of the NPO in an honorary capacity.
3.3.3 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 exceed 12 hours per day. The board member shall render an appropriate invoice to the NPO.
3.3.4 The board members (exception: Managing Director) can only be dismissed from office by an extraordinary general assembly of members or as an ordinary topic of the agenda of the general assembly.
3.3.5 The members of the board (exception: Managing Director) shall be elected by the general assembly of members 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.
3.3.6 The board shall meet at least 3 times a year. A meeting of the board should correspond to the general assembly of members. For good reasons the board may decide to meet only once or twice a year.
3.3.7 The NPO shall be represented in court and outside court by the president and by the managing director. Each of them shall be entitled to represent the association alone.
3.3.8 The board shall have the following powers:
– To direct the activities of the NPO and its economic and administrative management, for which purpose it may perform all such acts as it may deem advisable.
– To implement the resolutions adopted by the general assembly.
– To submit to the general assembly the proposal for the exclusion of members.
– To prepare an annual budget and submit this budget to the general assembly for its approval.
– To prepare procedures and regulations for the board and submit them to the general assembly for its approval.
– To construe and implement the provisions of the Statutes.
– To employ the managing director.
– To supervise and advise 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.
3.3.9 The office of managing director shall be held by a natural person appointed by the board.
During the term of his office the managing director may only be recalled by the board for good cause.
The managing director shall receive a yearly remuneration to be determined by the board from time to time.
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 and of the board.
– To administer and keep the accounts of the NPO.
– To organise and keep the files and other documents 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 sports 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.
3.3.10 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).
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.
The members of the board shall represent the NPO in matters which are of great importance for the NPO.
3.4 Procedural rules for the general assembly of members
3.4.1 The managing director shall be responsible for convocing the general assembly and set up the agenda. The general assembly of members shall be presided over by the president or a vice-president or the managing director. The general assembly of members may select someone to head the meeting if there are reasons for doing so.
Elections are hold on the basis of the number of registered votes.
3.4.2 The general assembly of members may strike items from the agenda and place new items on the agenda with a 75 % majority.
3.4.3 Elections and resolutions shall be passed by a show of hands. On the motion of 10% of the registered votes, elections shall be kept secret.
3.4.4 Elections are to be hold according to the ‘Election Regulations’ attached.
3.4.5 However, should the subject of the vote be the exclusion of a member, an amendment to the statues or the dissolution of the NPO, a 75% majority of the
registered votes shall be required. Also an amendment to the purpose of the statutes can only be decided with a 75% majority of the registered votes.
3.4.6 Abstentions shall not be counted.
3.4.7 Minutes must be kept on the general assemblies of members and are to be signed by the president or the person who chaired the meeting.
3.4.8 Resolutions must be made in writing.
3.4.9 General assemblies of members maybe called without observing a period of notice or other formalities if all members of the NPO are in agreement.
3.5 Budget and annual billing
3.5.1 The budget of the NPO is determined by the general assembly and 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.
3.5.2 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.
3.6 Treasurer/Comptroller/Auditor
3.6.1 The NPO’s annual billing shall be inspected each year by the treasurer. The treasurer confirms to the General Assembly the correctness of the annual billing.
3.6.2 The General Assembly shall 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 properly done. The comptroller shall report to the general assembly.
3.6.3 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 instead of the appointed comptroller.
4 Miscellaneous
4.1 Amendment of the Statutes, dissolution of the NPO
4.1.1 The general assembly shall decide about any amendment to the Statutes including the objectives of the NPO as well as the dissolution of the NPO. Proposals for the amendment of the objectives or the dissolution shall be transmitted to the members four weeks in advance of the general assembly. The amendment of the Statutes and the objectives of the NPO or the dissolution require a majority of 75 % of the present votes. Vote abstention shall be treated as absent votes.
4.1.2 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.
4.1.3 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.
4.1.4 In case of the dissolution of the NPO or the loss of its objectives the assets of the NPO shall be transferred to the European Handball Federation which shall use such assets only for the purposes of the direct promotion of the 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.
4.2 Exclusion of liability
The members of the board and the managing director shall only be held liable for wilful or gross negligent misconduct vis-à-vis the NPO or its members.
4.3 Miscellaneous
4.3.1 The duration of the NPO shall be indefinite.
4.3.2 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 associations.
4.3.3 All written communication inside the NPO is done in English language via e-mail.
4.3.4 Any written document issued by the NPO shall be valued, if it is sent to the last known address of the member.
4.3.5 The NPO shall be governed by the laws of the Federal Republic of Germany.
4.3.6 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.
Duesseldorf, 4.10.2012
The following parties signed as founding members
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