according to the decisions of the General Meeting of September 10, 2012
|§1||Name, Registered Address, Fiscal Year|
|§2||Objectives of the Association|
|§5||The Composition of the Association|
|§8||Rights and Obligations of the Executive Committee and Advisory Council|
|§11||Dissolution of the Association|
|§12||Entry to Force|
|Rules of Procedure|
§1 Name, Registered Address, Fiscal Year
1. The name of the Association is "BACnet Interest Group Europe e. V.". The Association is registered with the Registration Chamber of the city of Dortmund.
2. The registered place of the Association is located at Dortmund.
3. The first year of business shall be a short fiscal year starting with
the month of foundation and ending with the finish of the calendar year. In
future years the fiscal year shall be the calendar year.
§2 Objectives of the Association
1. The objective of the Association is to cooperate with ASHRAE in order
to promote the distribution of the protocol called "BACnet". The
Association will achieve this objective by
- encouraging the exchange of informations concerning this protocol among all interested parties and by supporting the further make-up of the technical specifications;
- writing and adopting technical specifications for the development of the "BACnet" protocol and by writing up standard recommendations
- supporting projects in connection with the "BACnet" protocol;
- inform the public about the technical status, the application and the development of the "BACnet" protocol,
- granting permission for the use of the Association's logo to companies or persons dealing with products that meet the criteria for quality as set forth by the Association.
2. If neccessary the Association will pursue this objective through the formation of regional associations.
3. The funds of the Association shall only be used for the sole purpose of serving the Association's objectives. The members in their capacity as registered members shall not receive any donations or gifts out of Association funds. None of the members shall be entitled to make expenses on account of the Association's funds that are not in line with the Association's objectives or that are unreasonably high.
1. Members of the Association can be:
- legal entities;
- physical persons
as long as they promote the objectives of the Association in their capacity as:
- supplier of hardware, software or systems;
- consultants or system houses;
- users or owners;
- research centers or associations;
- service companies.
Members of the Association must have their place of residence, registered address or an affiliate within Europe. An extension to the list of preconditions is possible at any time by decision of the Executive Committee of the Association.
2. Prerequisite for becoming a member to this Association is the submission of a written application to the Execute Committee of Association. Admission of new members shall be at the sole discretion of the Committee of Association. The Committee shall not be obliged to provide any reason when declining an application for membership.
Termination of membership:
- A member's resignation will only be accepted at the end of a fiscal year and three months notice as a minimum must be provided in writing with the document being sent to the Association via mail.
- A member who causes serious harm to the objectives of the Association can be excluded by the Executive Committee. The decision of the Committee will require to be unanimous in such a case. In the event of an appeal by the member the matter will be referred to a General Meeting who will decide on the outcome of the case by a simple majority. When the General Meeting votes to exclude a member from the Association, the member shall have no entitlement to a vote. Membership shall cease through the death of a member or - if the member is a legal person or a partnership - through its dissolution;
- Membership shall automatically cease resulting from non-compliance with the Association policy on membership fees.
3. Following resignation members are no longer entitled to the Association's assets, in whole or in part.
4. Each member is entitled to one vote at the General Meeting.
5. A person who has gained very high merits in sponsoring the objectives of the Association can be nominated as a honorary member. For this a decision of the Executive Committee and of the Advisory Board is neccessary. The rights of a honorary member are corresponding to those of category G of the Fee Structure. A membership fee is inapplicable.
§4 Membership Fees
1. The funds required for implementing the Association's objectives shall be raised through membership fees and through voluntary contributions.
2. The membership fees shall be determined at the General Meeting through
the adoption of a resolution.
§5 The Composition of the Association
The Association shall be composed of the Executive Committee, the Advisory Council, working groups and the General Meeting.
§6 Executive Committee
1. The Executive Committee of the Asociation shall consist of not less than three members. At the election of the Committee, the chairman of the Committee and two deputy chairmen shall be elected. Also at the election of the Execution Committee, one member of the Committee shall be appointed Secretary, another Treasurer of the Committee.
2. The Secretary shall take the minutes of each Committee meeting on behalf of the chairman of the Committee.
3. The Treasurer shall be in charge of keeping the treasury and shall properly record all income and expenditure of the Association. Following receipt of the nominated auditor's report, the Treasurer shall submit a financial statement to the General Meeting.
4. The Executive Committee shall be elected by the General Meeting for a term of two years. The term of office of the Executive Association shall run until a new Execution Committee has been elected, even if the term of office has already expired.
5. The Association shall be legally and jointly represented by two members of the Executive Committee.
6. Resolutions for removing members of the Execution Committee shall be adopted by a minimum of 51 % of the votes cast within the General Meeting.
7. If a member of the Executive Committee resigns during his or her term of office, the Advisory Council shall coopt a successor to serve for the time remaining until the next General Meeting. The General Meeting will then elect a successor for the remainder of the Executive Committee's term of office.
8. The members of the Executive Committee shall all serve in an honory capacity.
§7 Advisory Council
1. The Advisory Council shall consist of a chairman, the leaders of the working groups, representatives of sponsors, if available, and at least one member who shall be elected by the General Meeting for a term of two years.
2. The term of office for the members of the Advisory Council shall correspond with that of the Executive Committee. The current Advisory Council shall remain in office until a new council has been elected.
3. The General Meeting shall elect the members of the Advisory Council by a simple majority of the votes cast. The provisions of §6, item 4 and 7 shall apply accordingly.
4. Each member of the council may be removed with good cause, particularly in the case of gross negligence of duty when §6, item 6 applies accordingly.
5. The Advisory Council shall elect its chairman and a substitute from among its members.
6. The members of the Advisory Council shall all serve in an honorary capacity.
§8 Rights and Obligations of Executive Committe& Advisory Council
1. The Advisory Council serves as an advisory body to the Executive Committee and the General Meeting. Abstentions are counted as given votes.
2. The Advisory Council shall adopt resolutions by a simple majority of given votes. Abstentions are counted as given votes.
3. By a two thirds majority vote by all members of the Advisory Council, such as specified herein, the Council shall have the authority to object to the business conduct of the Executive Committee with the consequence that business activities must cease immediately.
4. The Executive Committee shall only have the authority to deal with all matters hereunder subject to prior advice from and, if possible, authorization by the Advisory Council:
- dismissal of members of the Association;
- drawing up the agenda for the General Meeting in which case the Advisory Council shall have the right to demand the inclusion of agenda items into the agenda as proposed by the Executive Committee;
- any business transaction resulting in the financial obligation of the Association for an annual payment of more than € 1,000-;
- admission of new members;
- rejection of persons or entities applying for membership.
5. The Advisory Council shall have the right to summon an extraordinary General Meeting by majority of vote of its members as set forth herein. In such case, the same periods of notice apply as for regular meetings convened by the Executive Committee or by the members of the Association (§9, item 3).
6. To represent the interests of the Association and its members against
third parties, or in its external relationships (professional associations,
committees) the Executive Committee and Advisory Council can transfer mandates
to individual persons or functions of the Association (e.g. head of Working
Group). If a person accepts such a mandate, he/she undertakes the tasks entrusted
to the best of his/her knowledge and belief, and in accordance with the Association's
goals. Should the Executive Committee and Advisory Council come to the realization
that the person does not meet their responsibilities; the mandate can be withdrawn
with immediate effect at any time by resolution of the Executive Committee.
Mandates cannot be transferred independently. Should a substitute representation
become necessary, this must be coordinated with the Advisory Council.
7. For the handling of special tasks, the Advisory Council may appoint Working Groups and implement their dissolution once these tasks have been completed. The appointment and dissolution of these committees must be confirmed by the General Meeting.
8. The Working Groups shall elect from among their members a chairman and
a substitute for him. Both must be members of the BACnet Interest Group -
Europeand the appointment must be confirmed by the Advisory Council every
year. They may be dismissed from their office by simple majority vote of all
members of the Advisory Council, such as specified herein.
In order to ensure the organizational process, members who wish to participate at one of the Association's Working Group meetings will notify their participation two weeks in advance at the Association's office.
Even nonmembers are allowed to join the Working Groups of the BIG-EU. Their admission is described in §8, item 8.
9. Nonmembers who want to enter a Working Group of the Association, have to request for it in a written form with the Executive Committee. The Executive Committee shall decide about it at it's free descretion. When the request is turned down it must not give reasons for it. Nonmembers may be dismissed by simple majority of the members of the Advisory Council.
10. After completion of the special tasks assigned to a Working Group the committee shall be dissolved by the Advisory Council.
§9 General Meeting
1. The General Meeting shall be the highest managing body of the Association.
Each member of the General Meeting is entitled to one vote.
A substitution person may be authorized to vote by a written proxy.
2. The General Meeting shall be in charge of all those matters that are not the sole responsibility of the Executive Committees or the Advisory Council. In particular the General Meeting shall be vested with the authority to:
- establish the level of membership fees;
- elect and dismiss the members of the Executive Committees as well as the elected members of the Advisory Council;
- amend the Rules of Association;
- dissolve the Association;
- nominate the auditors;
- discharge the Executive Committee through the adoption of the financial statements submitted by the auditors.
3. The regular General Meeting shall be held once per fiscal year.
It shall be convened by the Executive Committee at least four weeks prior to the date of the meeting through the publication of a meeting agenda.
Special meetings may be convened at a request of 25% as a minimum of all members of the Association such as specified herein.
The date at which the meeting is called and the actual meeting date shall not be included into this period of notice.
Notice of the meeting must be given in writing and must contain the meeting agenda. The written notice shall not contain a reference to the agenda enclosed.
4. The General Assembly has a quorum if
- At least 25% of its statutory members are present or have been entitled to proxy vote or
- At least 19 statutory members are present or have been entitled to proxy vote.
In case of absence of a quorum, the Executive Committee is required to call a second General Meeting and publish the same agenda within a period of four weeks. This second meeting shall constitute a quorum no matter how many members are present. Reference shall be made in the written notice.
5. As a general rule, the General Meeting adopts resolutions by a simple majority of all votes cast; abstentions from vote shall not be taken into account.
To dismiss members of the Executive Committee and of the Advisory Council, a 51% majority of the votes cast shall be required.
In order to amend these Rules of Asociation a 2/3 majority of the votes cast shall be required.
6. Proposals for the agenda of the General Meeting must be sent to the Executive Committee in a written form not later than two weeks before the meeting.
7. The decisions of an irregular assembly meeting may also be approved without a physical meeting of the members, by electronic vote, provided all members agree to the electronic manner of decision. In this case the corresponding draft resolution is sent electronically from a member of the Board to all members of the association with the request to send a response to the Board member who sent the electronic draft resolution, within a reasonable period of time, with (1) their consent to an electronic vote, and (ii) their vote. After receiving all electronic responses from the members, the Board shall tell the members whether or not an agreement was arrived to vote electronically, the result of the vote, and whether the proposed adoption of the resolution will be accepted or not.
The Board shall be entitled to commission of a third party, for example, the office of the association. It may act with the above described implementation of electronic voting.
§10 Financial Auditing
The balance sheets and financial statements of the Association shall be examined and reviewed by two auditors who shall be nominated by the General Meeting from among its members for the duration of the current fiscal year and who shall not be members of the Executive Committee or the Advisory Council. A third auditor is nominated to take over the financial review in case that one of the other auditors is not available for the review.
§11 Dissolution of the Association
1. The dissolution of the Association shall only be adopted by the General Meeting with 75% majority of all valid votes cast. Notice of such a meeting must be given four weeks prior to the meeting date with reference made to this special agenda item.
2. In case the General Meeting does not appoint any persons in particular, the chairman of the Committee as well as the deputy chairman shall jointly act as the liquidation committee.
3. The liquidation committee shall have the authority to transact the current business. The proceeds shall be distributed to non-profit-making organizations who do research or support the field of computer sciences or pursue the same or similar objectives as the liquidated Association.
4. The afore-mentioned provisions apply accordingly in case the Association
is dissolved for other reasons than those mentioned or in case of loss of
its legal capacity.
§12 Entry into Force
The Rules of Association listed herein shall be adopted in the foundation meeting. They shall enter into force as soon as the Association has been registered with the registration chamber at the local court, where its registered office is located.
The Rules of Association are executed in German and English language. In the event of a conflict of interpretation, the German version shall be legally binding.
Appendix 1 of the Association Rules: Fee Structure according to the decisions of the General Meeting of September 10, 2012
1.) According to § 4, item 1 of the Association Rules memberships fees shall be collected to perform the Association tasks.
2.) According to §4, item 2 the General Meeting shall define the amount of the membership fees. The General Meeting approves the following fee structure at June 12th, 2007 (annual subscription):
A Producers and dealers of the automation technique or producers of facilities, integrators, who as a sponsor want to document their leading market position when supporting the targets of the Association, Euro 14.100,-/year (fee category A). Sponsors shall have a fundamental right to be a member of the Advisory Council. Their affiliated companies shall get the rights of category F.
B Producers and dealers of the automation technique or producers of facilities, integrators and technical building service companies with a staff of more than 1000 collaborators Euro 7.100,-/year (fee category B).
C Producers and dealers of the automation technique or producers of facilities, integrators and technical building service companies with a staff of up to 1000 collaborators Euro 3.600,-/year (fee category C).
D Producers and dealers of the automation technique or producers of
facilities, integrators and technical building service companies with a staff
of up to 100 collaborators Euro 1.800,- /year (fee category D).
E Project managers and consultants. End-users or building owners, investors Euro 700,- /year (fee category E).
F Affiliated companies of sponsors shall get the same rights as those members of fee category G.
G Producers and dealers of the automation technique, producers of facilities or integrators with a staff of less than 5 employees as well as applicators, members of sympathy for the Association without a vote. In the sense of the Association rules these persons are no members. But they shall be informed about the activities of the Association and they are allowed to take part in those performances that are open for the Association members. They can take part in the General Meeting as a guest without a voting right Euro 350,-/year (fee category G).
H Non-profit making organizations, institutes and public authorities without a vote are exempted from contributions. In the sense of the Association rules these persons are no members. But they shall be informed about the activities of the Association and they are allowed to take part in those performances that are open for the Association members. They can take part in the General Meeting as a guest without a voting right Euro 0,-/year (fee category H).
R Technology and industry associations are granted BIG-EU general membership, without voting rights. BIG EU membership fees will be waived in exchange for reciprocal membership in the respective association. Euro 0,-/year (fee category R).
3.) In every year the fee is payable until the 15th of January.
Appendix 2 of the Association Rules: Trade Mark Statutes Rules to use the Collective Membership Mark
1.) Registered Address
BACnet Interest Group - Europe has its registered office at Dortmund, Federal Republic of Germany and is registered with the Registration Chamber of Dortmund under the Number VR 5996.
The objective of the Association is to co-operate with ASHRAE in order to promote the distribution of the protocol called "BACnet". The Association will achieve these objectives:
- by encouraging the exchange of information concerning this protocol among all interested parties and by supporting the further make-up of the technical specification;
- by writing and adopting technical specifications for the development of the BACnet protocol and by writing up standard recommendations;
- by supporting projects in connection with the BACnet protocol;
by informing the general public about the technical level,
application and further development of the BACnet protocol.
3.) Granting the Right of use of the Association Mark
The mark "BACnet TM Interest Group Europe e. V." is a trade mark of the BACnet Interest Group - Europe e. V. The right to use the collective membership mark "BACnet Interest Group EuropeTM" can be acquired by joining the BACnet Interest Group Europe e. V. To non-members of the BACnet Interest Group Europe e. V. the right to use the mark may be granted on petition by the board of the BACnet Interest Group Europe e. V. The board makes his decision by fair discretion.
4.) Condition of use
The collective membership mark "BACnet TM Interest Group Europe e. V." may be used by the entitled parties on stationary, billing-forms, prospectus, advertisements, trade-fairs etc. to show their support for the BACnet Interest Group - Europe and its objectives.
The collective membership mark may not be used on products. By this restriction the BACnet Interest Group - Europe wants to avoid that the mark could be misunderstood as a certification mark.
It is not allowed to use the mark in a different form than that agreed by the board of the BACnet Interest Group - Europe or to use it in combination with other attributes not adopted by the board.
5.) Final comments
The usage of the BACnet mark without the addition "Interest Group Europe" is governed by the rules put up by ASHRAE. By using the collective membership mark "BACnet TM Interest Group Europe e. V." the entitled parties may neither state explicitly nor implicitely any endorsement of ASHRAE.
Communications modalities: Information that is not of high importance can
be exchanged among members by use of emails. All the others have to be transported
by use of postal services.