Statutes of the International Association for SAP Partners e.V. June 25th 2013

(German version prevails)

§ 1 Purpose and Aims of the Association

  1. The International Association for SAP Partners e.V – hereinafter referred to as IA4SP – offers an organizational framework for the joint representation of the interests of SAP Partners.
  2. The goal of IA4SP is the cooperative coordination of interests and partnership between ISA4P members in order to expand and improve the SAP Partner Ecosystem, in particular to:
    • Construct a partner network
    • Improve planning security through coordination with SAP in areas such as sales and distribution, marketing, development, consultancy, support and training
    • Participate in the further development of the SAP Partner Ecosystem
    • Promote and support new business opportunities from partners and Start-Ups
  3. This is a non-profit association; it does not primarily pursue its own financial gain.
  4. The association is financially and institutionally independent.
  5. The association may participate in achieving its goals in other companies.

§ 2 Headquarters and Fiscal Year of the Association

  1. IA4SP is a legally registered association and bears the name “International Association for SAP Partners e.V.”
  2. The headquarters of the association is in Walldorf (Baden).
  3. The fiscal year is the calendar year.

§ 3 Membership

  1. Any legally independent company, regardless of the industry sector, which has SAP Partner status, or has designed its business model based on SAP, as well as the SAP Ecosystem, and is also willing to promote the goals of ISA4P, can become a full member of IA4SP.
  2. Any legally independent company, regardless of the industry sector, which has aligned its business model with the SAP marketplace, and is also willing to promote the goals of IA4SP, can become an associate member of IA4SP.
    Associate members have no right to vote at the members meeting and cannot hold any official representative function outside the association. Otherwise, they have the same rights as full members.
  3. Application for membership must be made in writing, using the IA4SP membership application form, attaching a completed partner master data sheet. The membership commences with the resolution of the Executive Board and the payment of the first membership fee.
  4. Membership is ended:
    1. By the termination carried out by legal entities or associations,
    2. By withdrawal, which can only be declared at the end of a calendar year by submitting a written notice 4 weeks prior to the end of a calendar year to the Executive Board.
    3. By exclusion.
      The Executive Board shall, after consulting the parties concerned, decide on an exclusion with a simple majority. The member will be notified of the reason for exclusion in a registered letter.
      A reason for exclusion can particularly occur, if:
      1. The requirements for admission are no longer met,
      2. The member has significantly breached the goals or interests of the association, or persistently fails to comply with them,
      3. If the member ceases to make payments, is made bankrupt or is twelve months in arrears with the payment of the membership fee,
      4. The member does not comply with their duties in accordance with § 4.

      The member may appeal against the decision of exclusion. The appeal must be made within two months of receiving the decision of the Executive Board.

      The next regular member meeting shall make the final decision with a simple majority regarding the exclusion.

§ 4 Rights and Duties of the Members, Finances

  1. Every member has the right to use the services of the association and make use of the support within the framework of the statutory tasks of the association. Every member may submit proposals to the management board and the the general meeting of members.
  2. Membership obligates every member to be actively involved in IA4SP in the framework of the objectives set in accordance with § 1 (2) and with to comply with the financial obligations.
    In particular the members are obligated to provide content on the IA4SP Info media and forums and update this content at least once a year. Content is, amongst other things, the range of products and services of their companies, and market positioning.
  3. In performing its tasks, the association incurs costs, which are covered by an annual membership fee.
  4. The fees are due on January 31st for the coming calendar year. The amount of fees is regulated based on the recommendation of the management board in the rules of procedure of IA4SP, determined at the the general meeting of members and published in the mintues.
  5. The membership fee is therefore to be paid for the whole calendar year, even when a member leaves the association during the year, is excluded from the association, or first joins the association during the fiscal year.
  6. Membership fees are not used to make payments to the management, the steering committee or to working group spokespersons; exceptions to this are travel costs and expenses up to the maximum amount of the tax assessment limit.
  7. IA4SP members are obligated to maintain a written and spoken silence and keep confidential any oral or written information obtained at IA4SP events, which is identified as being confidential. This obligation of discretion also refers to confidentially expressed information and confidentially presented, or labelled as confidential, trade and company secrets from SAP and other participating companies, in addition to all documents, which are provided within the board of IA4SP explicitally as confidential documents.

    The members shall not improperly use any of the aforementioned information, documents etc. as well as copyright protected information, and are in particular obligated to not give this information to third parties outside their company, and to protect against the improper use by the company’s own employees or other third parties. Amongst themselves, IA4SP members are allowed to discuss and exchange all information within the IA4SP board.

    All obligations apply for an indefinite period of time and are still valid in the case of a change in employer or withdrawal from IA4SP. All members and other involved parties, who do not act in accordance to the previously set out obligations, can be prohibited from accessing IA4SP gatherings. Members can therefore be excluded, because they have breached the interests of the association (§ 3 paragraph (3)).

§ 5 Annual Net Income and Funds

  1. Possible surpluses and other means of the association shall only be used for statutory purposes. The members do not receive any of the annual profit shares and, as members, do not receive any other financial allowance from the association.
  2. No person shall profit from expenditures, which are alien to the purposes of the association, or from disproportionately high payments.
  3. Funds shall only be used for the financing of the association initiatives or for obtaining new members. This is decided by the Executive Board (minimum two board members).

§ 6 Organizational Bodies of the Association

The organs of the association are:

  1. the General Meeting of Members
  2. the Executive Board
  3. the Steering Committee
  4. the Working Groups

§ 7 General Meeting of Members

  1. The ordinary general meeting of members is held annually. The Executive Board calls for the member meetings by special invitation, stating the order of business.
    The invitation shall be issued as a letter to the last known address of each member by the Executive Board and is to be sent out at least three weeks before the meeting. The Executive Board shall determine the order of business. Every member can make an informal written request to the Executive Board for an addition to the agenda at the latest a week in advance of the general meeting of members.
  2. An extraordinarygeneral meeting of members shall be called, if it is required in the interests of the association, or if at least 20% of the voting members demand this in writing from the Executive Board.
  3. The general meeting of members manages the association’s affairs, unless they have been assigned to another organizational body in this statute. The meetings resolve in particular:
    1. the appointment, dismissal and withdrawal of Executive Board members,
    2. the budget for the coming fiscal year,
    3. the membership fee regulations (§ 4paragraph 3 of the statutes),
    4. the annual appointment of two auditors, who cannot be reappointed immediately,
    5. the receipt of the cash audit report,
    6. the dissolution of the association and the use of its assets.
  4. Every full member has a vote in the general meeting of members. The general meeting is quorate, when it is properly convened and at least 20% of the voting members are in attendance. If the required number of participants is not met, the general meeting shall be reconvened in accordance with the stipulated provisions for convening the general meeting of members; this new meeting is quorate even if the required number of participants is not present. Resolutions are passed by the majority of those in attendance with the right to vote.
  5. Minutes on the proceedings of the general meeting of members are recorded and signed by the recording secetary. These minutes are made available in a suitable form for the members in the eight weeks following the meeting. Objections to these minutes can only be raised within one month after this point in time.

§ 8 The Executive Board

  1. The duties of the Executive Board are outlined in the framework of the association:
    1. the definition of the structure of IA4SP
    2. the definition of the collaboration with SAP
    3. the definition of the cooperation with DSAG
    4. the admission of new members.
  2. The duties of the Executive Board are divided and allocated to departments. The definition is given in the Rules of Procedure.
  3. The Executive Board is comprised of the chair, his or her representative, the treasurer and up to four other board members. All of them must be members of the association or their functional representatives.
  4. The Executive Board members are elected at the general meeting of members for a period of two years. The election for individual Executive Board members takes place over two consecutive years. In the first year, the chair, the treasurer and a further board member are elected; in the following year the chair’s representative as well as the other board members. The period of office of a board member ends when that of their successors begins. If the period of office of a board member ends early, the steering committee may appoint a successor in to office for the remainder of the term.

    To achieve the rhythm of this split Executive Board member election, at the first general meeting of members in 2007, the chairperson, the treasurer and a further board member will be elected for the period of two years, and all other board members for the period of one year.

  5. The Executive Board conducts the business of the association. The Board’s responsibilities include all transactions that have not been assigned by the statutes of the general meeting of members or by the steering committee. Legal respresentation vis-à-vis third parties is performed by the chair, or the chair’s representative, as well as another board member.
  6. The Executive Board makes its decisions by resolution in board meetings, which are held at least twice annually and for which minutes shall be recorded. The invitation to these meetings shall include the order of business and be sent out one week in advance by the chair, or in their absence by his or her representative. For the quoroum of the Executive Board, three board members must be in attendance. Votes are decided by the majority of the board members in attendance, in the event of a tie, the decision shall be made by the chairperson and in their absence, by his or her representative. Further details are provided in the Rules of Procedure, approved by the Executive Board, which regulate:
    • The allocation of responsibilities of board members,
    • The allocation of tasks of other boards of IA4SP,
    • The collaboration of the Executive Board and other boards of IA4SP.

§ Special Representatives in accordance with § 30 of the German Civil Code (BGB)

  1. Special representatives can be appointed alongside the Executive Board for certain kinds of business, for example finance and controlling, personnel management, communication with SAP and other User Groups, marketing/annual conference, public relations coordination and events management. These business areas can be completely or partly assigned to a special representative.
  2. The authorization of the special representatives extends to all legal transactions that the business area assigned to them usually involves. Special representatives are internally bound by the instructions of the Executive Board, however they may act independently with outside parties.
  3. The appointment and dismissal of a special representative is performed by the Executive Board in accordance with § 8 paragraph 5. When appointing representatives, the Executive Board shall determine the details of the business area of the special representative, and oblige the representative to comply with the set of rules of procedure and to regulate the labor conditions.
  4. The recording of the special representative in the association register is requested.

§ 10 The Steering Committee

  1. The steering committee is composed of the Executive Board, the working group spokespersons and representatives.
  2. If the period of office of a board member ends early, the steering committee can appoint a successor in to office for the remainder of the term.

§ 11 Working Groups

  1. A working group is set up by the Executive Board at the request of the members. It is a permanent arrangement, which serves as an information platform for all members.
  2. A working group elects a spokesperson and a deputy spokesperson for the duration of a year.
  3. The termination of a working group is decided at the the general meeting of members.

§ 12 Dissolution of the IA4SP Association

  1. Dissolution is only possible in a general meeting of members that is specifically convened for this purpose. Dissolution can only be decided upon by a majority of at least three quarters of the voting members in attendance. An invitation must be sent out a month in advance of the general meeting of members.
  2. The debate is subject to the provisions of the German Civil Code. The the general meeting of members shall decide upon the use of the remaining associaion’s assets after the debate. It is to be used for non-commercial purposes.

§ 13 Amendments to the statutes

Amendments to the statutes can only be decided upon at the general meeting of members. This requires a majority of three quarters of the voting members in attendance. The paragraphs to be amended shall be indicated in the invitation to the meeting.