Special representatives 特别代表人
The articles of association may provide that, in addition to the board, special representatives are to be appointed for certain transactions. The power of representation of such a representative extends, in cases of doubt, to all legal transactions that the sphere of business allocated to him normally entails.
Liability of the association for organs 社团对机关的责任
The association is liable for the damage to a third party that the board, a member of the board or another constitutionally appointed representative causes through an act committed by it or him in carrying out his duties, where the act gives rise to a liability in damages.
General meeting; passing of resolutions
(1) The affairs of the association, to the extent that they are not to be attended to by the board or another organ of the association, are dealt with by resolution in a meeting of the members. In order for the resolution to be valid, it is necessary for the matter to be stated when the meeting is convened. The resolution is passed by the majority of the members present.
(2) Even without a meeting of the members, a resolution is valid if all members declare their approval of the resolution in writing.
Amendment of articles of association 章程的变更
(1) A resolution containing an amendment of the articles of association must have a majority of three quarters of the members present. In order to alter the objects of the association, the approval of all members is necessary; the approval of the members not present must be declared in writing.
(2) If the legal personality of the association is the result of a grant, government approval is necessary for every amendment of the articles of association, or, if the grant was made by the [Bundesrat], the approval of the [Bundesrat].
Exclusion from voting 表决权的排除
A member has no right to vote if the resolution relates to entering into a legal transaction with him or commencing or disposing of litigation between him and the association.
Special rights of a member may not be adversely affected by a resolution of the general meeting without the approval of that member.
Section 36 Convening of the general meeting 社员大会的召集
(1) The general meeting is to be convened in the cases laid down in the articles of association and when the interests of the association require it.
Section 37 Convening a meeting at the request of a minority 应少数人的要求召集
(1) The general meeting is to be convened if the proportion of the membership laid down in the articles of association or, in the absence of a provision, one-tenth of the members call in writing for a meeting to be convened, stating the purpose and the reasons.
(2) If the request is not granted, the local court may authorise the members who made the request to convene the meeting; it may make orders on the conduct of the chairmanship at the meeting. The court with jurisdiction is the local court that keeps the register of associations for the district in which the association has its seat. The notice convening the meeting must refer to the authorisation.
Section 38 Membership 社员资格
Membership is not assignable and not inheritable. The exercise of membership rights cannot be entrusted to another person.
Section 39 Leaving the association 退出社团
(1) The members have the right to leave the association.
(2) The articles of association may provide that leaving is admissible only at the end of a business year or only after a notice period; the maximum notice period is two years.