Statutes: Our constitution

Please note: This is a translation. You can find the original document in German here.

Articles of Village One eG

§ 1 Name, Registered Office, Purpose, Objective

1) The name of the Cooperative is Village One eG.

2) The registered office of the Cooperative is Berlin.

3) The purpose of the Cooperative is to promote the income of its members through joint business operations.

4) The objective of the Cooperative is the joint development of digital services, such as the conception, design, implementation and operation of digital products and the necessary infrastructure, combined with strategic consulting services in the areas of communication, design and technology.

5) The Cooperative and its members provide the common services according to the basic principles of justice, sustainability, diversity and transparency, taking into account new and healthy forms of work and organisation. In doing so, the payment of fair salaries and the creation of a stable financial situation of the Cooperative through the accumulation of reserves is the primary goal of the Cooperative and not the maximisation of profits.

6) The Cooperative pursues its purpose and objective primarily on the basis of decisions made by grassroots democracy. In its internal operations, it follows the principle of the greatest possible transparency and participation. All members and governing bodies shall be bound by these and all aforementioned basic principles of the Cooperative.

7) The Cooperative may establish branches and participate in companies with the same or similar purpose and objective. It may conduct all business and undertake all legal acts that are suitable to promote the purpose of the Cooperative.

8) The extension of business operations to non-members shall be permitted. The members' assembly shall decide on the conditions for non-member business.

9) The business year shall be the calendar year. The first business year shall run from the day of the founding meeting until 31.12. of the founding year.

§ 2 Share, Reserves, Additional Contributions, Profit and Loss

1) The share in the company amounts to 100.00 €.

2) For the acquisition of membership, each member is obliged to take over one share as an obligatory share.

3) The obligatory share is to be paid in immediately after admission to membership.

4) In addition to the obligatory share in accordance with paragraph 2, the members may voluntarily take over further shares if the previous shares, except for the last one taken over, have been fully paid up and the members' assembly has approved the takeover. These voluntarily subscribed shares must be paid up in full immediately after the takeover and approval by the Members' Assembly. The termination of voluntarily subscribed shares is possible with a notice period of 3 months to the end of a business year in the legally prescribed form (§ 67b subsection 1 GenG).

5) At least 10 % of the annual surplus less any loss carried forward shall be allocated to the statutory reserve until the statutory reserve has reached 50,000.00 €. The statutory reserve shall be established when the balance sheet is drawn up and shall only be used to offset losses resulting from the balance sheet. If the statutory reserve is used in whole or in part to offset losses, it shall be replenished in subsequent years in accordance with sentence 1.

6) The members shall be liable with the shares they have taken over. An obligation to make additional contributions is excluded.

7) The net profit for the year may be distributed to the members in whole or in part, taking into account § 2 subsection 5; it may also be used to form other revenue reserves or carried forward to new account. The profit to be distributed to the members shall be calculated in such a way that the Cooperative is able to permanently fulfil its tasks within the scope of the purpose and objective specified in § 1. In particular, a sufficient accumulation of reserves shall be aimed at. If the Members' Assembly decides to distribute a part of the annual surplus among the members, the share of the profit to be allocated to a member shall be calculated according to the duration of membership in accordance with the following formula:

Number of complete months of membership in the calendar year for which the profit distribution is made ÷ Total number of complete months of membership of all members in the calendar year for which the profit distribution is made × profit decided for distribution = profit share of the individual member in €.

§ 3 Membership, Rights and Duties of Members

1) The Members’ Assembly shall decide on admission to membership.

2) All members have equal rights. They exercise these rights through participation and decision-making in the Members’ Assembly. In particular, members shall have the right to avail themselves of offers and services of the Cooperative in accordance with the provisions made for this purpose as well as the right to other benefits granted by the Cooperative to its members.

3) On the basis of membership, the member shall in particular be entitled to,

a. exercise the right to vote at the Members’ Assembly;

b. to call a Members’ Assembly and to announce items for resolution at the Members’ Assembly;

c. to request information at the Members’ Assembly;

d. to participate in the profit distributions decided by the Member's Assembly;

e. to withdraw from the Cooperative and to terminate any further shares voluntarily acquired;

f. to inspect the minutes of the resolutions of the Members’ Assembly of Members;

g. to inspect the list of members;

h. inspect the summarised result of the audit report.

4) All members have the same duties. Every member is bound by the basic principles mentioned in § 1 and is obliged to act accordingly. In particular, the member is obliged to:

a. to comply with the provisions of the German Cooperative Act (Genossenschaftsgesetz = GenG), the Articles of Association and the resolutions of the Members’ Assembly;

b. to take over and pay in the share according to § 2 subsection 2 of the statutes ;

c. to inform the Cooperative of their address, telephone number and e-mail address, as well as of any change in this data;

d. to participate in the members' meetings or, if prevented from doing so, to organise a representative.

§ 4 Members’ Assembly

1) The regular Members’ Assembly shall take place within the first six months of the business year.

2) The Members’ Assembly shall be convened by notifying the members in text form, stating the items on the agenda. As a rule, the convocation shall be issued by the Executive Board. There must be a period of at least 2 weeks between the date of the Members’ Assembly and the date of receipt of the notice. Items for resolution in the Members’ Assembly must be announced at least one week before the Members’ Assembly.

3) Apart from the Executive Board, every member is entitled to convene a Members’ Assembly and to announce items for resolution in the Members’ Assembly. Subsection 2 applies accordingly.

4) Resolutions of the Members’ Assembly may be passed without complying with the form and deadlines for convening the meeting as stipulated in subsection 2 if all members participate in the Members’ Assembly in person or by representation and no member objects to the holding of the Members’ Assembly (§ 46 subsection 2 sentence 2 GenG).

5) The Members’ Assembly shall constitute a quorum if at least ¾ of the members participate in the Members’ Meeting in person or by representation.

6) A member may grant power of attorney to another member in the form prescribed by law (§ 43 subsection 5 GenG). A member may not represent more than two members.

7) The Members’ Assembly shall pass resolutions by a ¾ majority of the votes cast, unless a bigger majority or further requirements are stipulated by law or by the Articles of Association.

8) Resolutions of the Members’ Assembly on

a. the admission of a new member,

b. the transformation of the Cooperative by merger, demerger or change of legal form,

c. the dissolution of the Cooperative,

require the consensus of all members in order to be valid.

9) The chair of the meeting shall be elected at the beginning of each Members’ Assembly by the Members’ Assembly on the proposal of the executive committee.

10) Resolutions must be recorded in accordance with § 47 GenG (minutes).

§ 5 Virtual and hybrid Members’ Assembly

1) The Members’ Assembly may be held as a presence-only meeting or remotely (exclusively using technical means of communication) or in hybrid form as an online presence meeting (presence meeting in which members not physically present can participate electronically). The Executive Board or the convening member shall decide on this at its own discretion and inform the members of this in the invitation. At the request of one or more members, digital participation in a presence meeting taking place must be made possible within the meaning of subsection. 3.

2) Members’ Assembly can be held remotely without a physical meeting place on a specific day (remotely Members’ Assembly). In this case, a two-way communication of the members with the organs (board, Members’ Assembly) as well as the possibility of secret voting shall be ensured. The members shall be provided with all information required for unrestricted participation in the virtual Members’ Assembly. This includes, in particular, information on access data as well as information on how the right to speak, to make motions, to provide information and to vote can be exercised.

3) Members can be enabled to participate digitally in a Members’ Assembly, including the exercise of their rights, without being physically present at the meeting location (hybrid Members’ Assembly). In this case, a two-way communication of all physically and digitally participating members with the organs (executive committee, Members’ Assembly) as well as the possibility of secret voting shall be ensured. The members shall be provided with all information required for unrestricted digital participation in the Members’ Assembly. This includes, in particular, information on access data as well as information on how the right to speak, to make motions, to provide information and to vote can be exercised.

4) § 4 of the Statutes shall apply to all forms of Members’ Assembly of Members.

§ 6 Competence of the Members’ Assembly to pass resolutions

The Members’ Assembly is the highest executive body of the Cooperative. It decides in particular on

a. amendments to the Articles of Association;

b. the adoption of the annual financial statements and the use of the net profit for the year or the coverage of a net loss for the year;

c. the appointment and dismissal of members of the Executive Board;

d. the discharge of the Executive Board;

e. the election of the authorised representative(s) (§ 8 of the Statutes)

f. the conduct of legal proceedings against members of the Executive Board who are in office or have left office;

g. the withdrawal from and entry into Cooperative associations;

h. the merger, demerger or change of legal form of the Cooperative as well as its liquidation;

i. the taking up, transfer and abandonment of a significant business area;

j. the acquisition and sale of companies and shareholdings, the opening or closing of branches;

k. the requirements for non-member transactions;

l. the admission of shares to be voluntarily subscribed for;

m. the suspension of the payment of the liquidation balance (§ 9 section 7);

n. the issuing of legally relevant declarations and contracts with a one-off obligation of more than 5,000.00 € net (except fee contracts);

o. legally relevant declarations and contracts that create recurring obligations for the Cooperative to a considerable extent that exceed a value of 20,000.00 € net per year (except for fee and employment contracts);

p. basic principles for the content of employment contracts;

q. admission and exclusion of members;

r. approval of the termination of employment contracts; and

s. on other matters which are provided by law or by the Articles of Association for resolution by the Members’ Assembly .

§ 7 Executive Board

1) The Executive Board shall consist of at least 2 members. The members of the Board shall be appointed by the Members’ Assembly. The term of office shall be 1 year. A Board member shall remain in office until a new Board member is appointed or a reappointment takes place.

2) The Cooperative shall be represented by each member of the Executive Board alone.

3) The Executive Board shall conduct the business of the Cooperative on the basis of its resolutions, which shall be adopted unanimously. Minutes shall be taken of all verbally adopted resolutions, which shall be confirmed by all members of the Board. Resolutions passed in writing or electronically shall be kept permanently. The completeness and availability of the minutes and written or electronic resolutions shall be ensured.

4) The members of the Executive Board are released from the restrictive provisions of § 181 Alt. 2 BGB.

§ 8 Authorised Representative

1) As long as the Cooperative does not have more than 20 members, it shall refrain from forming a supervisory board. In this case, the Members’ Assembly shall exercise the rights and duties of the supervisory board, unless otherwise provided by law.

2) The Members' Assembly shall elect a Authorised Representative from among its members for a period of one year. The office ends with the election/re-election of a new authorised representative. The Authorised Representative shall be notified to the Auditing Association.

3) The Authorised Representative shall represent the Cooperative towards the members of the Executive Board (§ 39 subsection 1 sentence 2 GenG) and shall perform the tasks according to § 51 subsection 3 sentence 2 (representation of the Cooperative in case of contestation of resolutions of the Members' Assembly), § 57 subsection 6 (audit procedure) and § 58 subsection 3 sentence 1 (audit report) of the Genossenschaftsgesetz. The Authorised Representative is bound by the instructions of the members' meeting.

§ 9 Termination of Membership, Exclusion, Dispute

1) The member has the right to resign from the Cooperative by giving notice of termination. The termination shall only take place at the end of a business year and must be received by the Cooperative at least 3 months in advance in the legally prescribed form (§ 65 GenG).

2) A member may be expelled from the Cooperative at the end of a business year,

a. if, despite written demand under threat of exclusion, the member does not comply with the statutory obligations or other obligations towards the Cooperative. This shall apply in particular if there is a risk of considerable damage to the Cooperative;

b. if the member acts in a manner contrary to the Cooperative and culpably or unreasonably damages or attempts to damage the reputation or interests of the Cooperative or its members, or if the member's behaviour is incompatible with the interests of the Cooperative, in particular if the member violates the basic principles of the Cooperative to a considerable extent in accordance with § 1 subsections 5 and 6 of the statutes.

c. if the member is unavailable for more than 3 months;

d. if the employment contract has been terminated and the member has not given notice of termination of membership;

e. if the member has been working for the Cooperative without an employment contract, but the last employment was more than 6 months ago and the Cooperative is not seeking any further cooperation;

f. if the member participates in or supports a competing company of the Cooperative and the participation or support compromises the purpose and/or the functioning of the Cooperative, in particular through the improper use of confidential communications or information of the Cooperative.

3) The exclusion shall be effected by resolution of the Members' Assembly. The member to be excluded shall be given the opportunity to comment on the exclusion beforehand, except in the case of § 9 subsection 2 c. of the statutes. The excluded member must be informed immediately of the exclusion with reasons in the legally prescribed form (§ 68 GenG) and by e-mail. From the time the notification is sent in the statutory form (§ 68 GenG), the member may no longer participate in the Members' Assembly.

4) The decision of the Members' Assembly is final within the Cooperative.

5) The member's liquidation balance (Auseinandersetzungsguthaben) shall be liable to the Cooperative for any default, in particular in the event of insolvency proceedings of the member. The assignment and pledging of the liquidation balance to third parties shall be inadmissible and invalid vis-à-vis the Cooperative. The Executive Board may allow exceptions. The member shall not be permitted to offset the liquidation balance against its liabilities vis-à-vis the Cooperative.

6) The liquidation shall take place in accordance with § 73 section 1 and 2 GenG..

7) The payment of the liquidation balance(s) may be suspended in whole or in part if the payment of liquidation balances would lead to the insolvency (§ 17 Insolvency Code) or over-indebtedness (§ 19 Insolvency Code) of the Cooperative. The Members’ Assembly shall decide at the regular Members’ Assembly (§ 48 subsection 1 GenG) whether and to what extent the payment of the settlement assets shall be suspended. If a part of the liquidation balance can be paid out, the payment shall be made on a pro rata basis. The suspended (pro rata) liquidation balances shall be paid out in the following years on a year-by-year basis and on a pro rata basis as a matter of priority. If the Members’ Assembly again decides to suspend the payment of all or part of the liquidation balances, the liquidation balances that have been suspended for the longest period of time shall be paid out first in the following years.

§ 10 Notifications

1) Any notifications shall be published under the name of the Cooperative on the website www.village.one.

2) Notifications whose publication in a public bulletin is required by law or by the Articles of Association shall also be published on the website www.village.one.

3) The accounting documents subject to disclosure requirements shall be published in the German Federal Bulletin (Bundesanzeiger).

§ 11 Liquidation

1) The Cooperative shall be dissolved:

a. by resolution of the Members' Assembly;

b. by the opening of insolvency proceedings;

c. by order of the court if the number of members is less than 3.

2) The provisions of the law (Genossenschaftsgesetz) shall apply to the winding-up process.

3) Any remaining assets to be distributed shall be distributed among the members in proportion to their length of membership according to the following formula:

Number of complete membership months of a member ÷ all complete membership months of all members at the time of dissolution = share of the member in the remaining assets.

Berlin, 01. 07. 2022