§ 1 Name, registered office and financial year

(1) The association shall be called:
“Association of Organic Food Producers”
(“Assoziation ökologischer Lebensmittelhersteller”)

Hereinafter referred to as “AoeL”.

(2) The Associations' registered office is located in Munich and it is registered in the Register of Associations.

(3) The financial year of the association is the calendar year. The year of foundation is identical to the second calendar year.

§ 2 Purpose of association

(1) The association pursues the following purposes:

• Advancing environmental and consumer protection under consideration of ecological aspects;
• Promoting awareness regarding the value of food and knowledge regarding the quality and safety of organic food;
• Ensuring transparent declaration of food origin and composition;
• Working towards progressing relevant standards for organic food as well as counteracting possible deficiencies of all kinds;
• Developing common strategies to develop the market for organic food.

(2) The following means in particular are utilised to achieve this purpose:

• Exchanging views and experiences amongst the members of the association;
• Publications;
• Forwarding expert reports and proposals to government organs, in particular regarding preparation of relevant laws and regulations;
• Reports, lectures, discussions;
• ublic relations and consumer information.

(3) The association does not primarily pursue its own economic purposes. The associations' funds must only be made available for purposes that are in accord with the articles of association. Members do not receive any benefits from the association's funds. No person may benefit from expenditures with are alien to the purpose of the association or benefit through disproportionately high disbursements.

§ 3 Membership acquisition

(1) The association only accepts applications for membership from companies that support the purposes of the association.

(2) The member committee decides about the admission of members. Decisions are made by consensus.

(3) The committee consists of a maximum of 10 members. These are elected for 5 years by the general meeting.

(4) AoeL members have a duty to make a financial contribution. The size of the contribution is governed by contribution rules to be determined by a general meeting.

§ 4 Membership expiry

Membership expires through withdrawal, expulsion or liquidation (discontinuation of business operations, filing for bankruptcy) of the legal entity. The board of directors must be notified immediately in the event of liquidation.

There are no entitlements to the associations' funds in the event of liquidation. Confidential documents must, however, be returned in this case. Withdrawal must be announced in writing with a term of 3 months at the end of a month. If a member withdraws during the course of a financial year he is still obligated to pay the full contribution for that year.

Members are expulsed by decision of the board of directors on the basis of a 2/3 majority. Members can only be expulsed on the basis of grave misconduct (this includes contravening the purpose of the association, refusal to pay contributions, gross violation of the associations' principles).

§ 5 Organs of the association

The association accomplishes its purposes through the following principle organs:
- The general meeting (§ 8)
- The board of directors (§ 6)
- The member committee (§ 3)

§ 6 The board of directors

(1) The board of directors consists of 7 members.

(2) 6 members of the board of directors are appointed for a period of three years by the general meeting. If no managing director is appointed, a 7 th temporary board member is elected by the general meeting. This member retires when a managing director is appointed. The appointed members of the board can appoint and discharge the managing director. The appointed managing director is the 7 th member of the board of directors. The present board remains in office until a new board of directors is elected.

(3) The board of directors represents the associations in terms of § 26 GCC. Two members of the board are respectively authorised to jointly represent the association. If a managing director has been appointed, he and another member of the board are authorised to represent the association. In exceptional cases, the board of directors may make other arrangements.

(4) If one of the members of the board retires during mid term, the board of directors elects a replacement board member before the next general meeting.

(5) The board of directors is authorised to make decisions if a meeting was duly summoned in writing and if at least 51 % of the members of the board are present. If dates were agreed at the board meeting, no written summons is required. Every member of the board may request a board meeting to be summoned by submitting a written application that states the reasons for doing so.

(6) The board decides its resolutions by a bare majority of votes. Decisions may also be recorded through written procedures. Written form is preserved through transmission by fax or email.

(7) The board of directors manages the associations' business affairs in accordance with the articles of association and the resolutions passed by the general meeting. The board of directors is responsible for all matters that are not entrusted to other organs of the association on the basis of the articles of association or are the responsibility of the general meeting. The responsibilities of the board of directors in particular include:

• Preparation of the general meeting and compilation of the agenda;
• Summoning and directing ordinary and extraordinary general meetings and implementing its decisions;
• Compilation of a budget for every financial year;
• Compilation of an annual report and financial report;
• Compilation of a contributions scheme and budget management;
• Appointing committee's for specific issues;
• Making decisions regarding transactions that are not covered by the budget, unless these transactions exceed a total of 10,000 Euros;
• Employing and dismissing staff.

(8) To the extent required, the board of directors manages task sharing, decision-making processes and competencies by internal rules of procedure.

§ 7 Management

(1) The management shall implement the decisions of the organs of AoeL. In particular, the management is responsible for keeping members informed of and for continuously developing the activities required to fulfil AoeL's task.

(2) The managing director is responsible for ongoing activities and their contents unless these are the responsibility of the organs of AoeL.

§ 8 General meeting

(1) The ordinary general meeting is held in the first half of every year. An extraordinary general meeting must be summoned if a minimum of 1/3 of the members request the same in writing or if the board of directors regards this as necessary.

(2) The summons for the general meeting is issued by the board of directors in writing and includes the agenda. The summons must be handed over to the postal service for dispatch at least six weeks before the meeting.

(3) Every member carries one vote at the general meeting. One representative respectively is appointed from the legal entities.

(4) The general meeting passes its decisions by bare majority vote. Changes to the articles of association and specification of the contribution scheme require a majority vote of 2/3 of the submitted votes. The general meeting shall constitute a quorum if it has been duly summoned.

(5) The general meeting can make decisions regarding all of the associations' affairs unless these are the responsibility of other bodies. With regard to these affairs, the general meeting can make recommendations or compile guidelines.
The responsibility of the general meeting in particular includes:

• Acceptance of the annual report;
• Acceptance of the audit report;
• Electing the board of directors and the member committee;
• Approving the budget;
• Relieving the board of directions and the management;
• Appointing and relieving auditors;
• Issuing the contributions scheme;
• Amending the articles of association.

(6) Applications from members that are to be discussed at the general meeting must be submitted at least seven weeks before the general meeting in writing at the office to notify members. Other applications can only be discussed as part of the agenda if the general meeting decides to do so by bare majority.

(7) Transferral of votes to a present representative is limited to a maximum of 5 votes.

(8) If the Executive Committee deems it necessary, general meeting resolutions can be made in written form. In such cases, draft resolutions are to be sent to members in writing. Transmission by fax or e-mail fulfils this requirement. Members are to be given a period of three weeks to respond. The outcome of any such written general meeting is to be documented in a set of minutes, which is to be signed by two members of the Executive Committee.

(9) The written record of the general meeting must be compiled and signed by the head of the meeting or by a secretary appointed by the same.

§ 9 Dissolution of the association

The Association is dissolved by a resolution of which due notice has been given and which has been passed at a general meeting by a majority of 3/4 of the total votes.

Loheland, 27.09.02