🗳️ General meeting and resolutions
In brief
The general meeting is the supreme body. It decides everything that is not assigned to the board. When convening the meeting, the subject of the resolution must be stated.
The meeting may also be held digitally or in hybrid form. The invitation must state how members can exercise their rights electronically.
A resolution without a meeting is valid if all members agree to it in text form. The articles of association can provide further rules.
Step by step
- Send the invitation as set out in the articlesForm and deadline are in the articles of association. Name agenda items specifically.
- Regulate digital participationFor a virtual or hybrid format, explain in the invitation how rights are exercised.
- Record resolutions in minutesDraw up minutes with date, result and signature. Board elections are important for the register.
- Register the change of boardChanges to the board must be registered with the register of associations in publicly certified form (§§ 67, 77 BGB).
Deadlines
- Digital formats allow resolutions only if the invitation describes the procedure correctly. Errors make resolutions open to challenge.
- The notice period for the invitation is not documented here; it is set out in the articles of association.
- Resolutions on amendments to the articles and on dissolution have higher majority requirements. Check the wording of the articles.
- Recording: under § 58 BGB the articles should regulate how resolutions are recorded.
In depth · legal basis, figures and practice – for advisers and professionals
Responsibility
Under § 32 Abs. 1 BGB the affairs of the association, insofar as they are not to be handled by the board or other bodies, are managed by resolution in a meeting of the members. When convening the meeting, the subject of the resolution must be stated.
Digital and hybrid
The meeting can take place virtually or in hybrid form; the invitation must state how members can exercise their rights electronically. A resolution is also valid without a meeting if all members agree in text form.
Board
If there are several board members, under the law the board acts by majority resolution of its members; the articles of association can limit the power of representation with effect towards third parties if this is registered (§ 26 BGB). On the appointment of the board by resolution of the general meeting see § 27 BGB.
Dissolution
The association can be dissolved by resolution of the general meeting; a majority of three quarters of the votes cast is required, unless the articles provide otherwise (§ 41 BGB).
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