Deutsch

Bylaws

Bylaws of the International Association for SAP Partners (IA4SP) e.V.

May 3, 2007 | Download bylaws as PDF

§ 1 Purpose and goals of the association

  1. The International Association for SAP® Partners e.V. – (hereinafter IA4SP) – offers an organizational framework for jointly representing the interests of business partners of SAP.
  2. The goal of IA4SP is the coordination of interests and cooperation in partnership between IA4SP members and SAP in order to expand and improve the SAP partner ecosystems, in particular:
    • To build a partner network
    • To improve planning security through coordination with SAP, e.g. in the areas of sales, development, consulting, support and training
    • To become involved in the continued development of the SAP partner ecosystem
  3. The association acts selflessly; it does not primarily pursue its own economic gain.

§ 2 Headquarters and fiscal year of the association

  1. IA4SP has the legal form of a registered association and bears the name „International Association for SAP® Partners e.V.“
  2. Headquarters of the association is Walldorf (Baden).
  3. The fiscal year is the calendar year.

§ 3 Membership

  1. Any legally independent company can become a full member in IA4SP – regardless of industry - if it has at least official SAP-certified partner status.
  2. Any legally independent company can become an associate member in IA4SP – regardless of industry – if it has created its business model based on SAP and wants to promote the goals of IA4SP.

    Associate members have no voting rights. They cannot vote at the general meeting or exercise 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 and attaching a completed partner master data sheet.
  4. Membership ends:
    1. in the case of legal entities or associations of individuals through termination,
    2. through withdrawal, which can be declared only by written notice submitted to the management board 4 weeks prior to the end of a calendar year,
    3. through exclusion.
  5. The management board rules in matters of exclusion, based on a simple majority, after hearing the persons concerned. Reasons for exclusion are communicated to the member by means of registered letter.
  6. Reason for exclusion exists in particular if:
    1. the requirements for admission are no longer given,
    2. the member is substantially in breach of the goals or interests of the association or repeatedly is in breach of them,
    3. the member discontinues payments, becomes bankrupt or is 12 months in arrears with membership payments,
    4. the member company has not met its obligations in accordance with § 4.

The member may appeal the ruling on exclusion. The appeal must be submitted to the management board within two months of receipt of the ruling.

The subsequent regular general meeting shall make a definitive decision about the exclusion by means of a simple majority.

§ 4 Rights and obligations of members, finances

  1. Every member has the right to use the services of the association and take advantage of its support within the scope of the business of the association as per its bylaws. Every member can address requests to the management board and the general meeting.
  2. Membership obligates every member to active involvement in IA4SP as part of the goals in accordance with § 1 (2) and to fulfillment of financial obligations.
  3. The association incurs costs arising out of the performance of its tasks that are covered by annual membership dues.
  4. Dues are payable in advance for each calendar year on January 31. The amount of the dues is specified based on a suggestion of the management board at the general meeting and published in the minutes.
  5. Dues must be paid for the entire calendar year even if the member leaves the association during that year, is excluded or becomes a member in the middle of the fiscal year.
  6. Dues are not used to pay fees to the management board, steering committee or working group spokespersons; exceptions are travel costs and expenses up to a maximum amount of the tax assessment limit.
  7. IA4SP members shall observe secrecy orally and writing about oral or written information obtained at IA4SP events that is designated as confidential. This duty to observe secrecy also applies to information this is communicated in confidence and to company and business secrets of SAP and other participating companies that are represented as confidential, and to all documents made available in IA4SP committees that are expressly designated as confidential.

    Members shall not misuse any of the aforementioned information, documents etc. or copyrighted documents, in particular not disclose them to third parties outside their company, and shall protect them against misuse by their own employees or other third parties. IA4SP members may discuss and exchange all information amongst themselves in IA4SP committees.

    All obligations apply indefinitely and continue to apply even if the member changes employers or leaves IA4SP.

    Attendance at IA4SP meetings can be denied to all members or other involved persons who act in opposition to the above obligations. Members can be excluded because they have thus violated the interests of the association (§ 3 par. (3)).

§ 5 Annual surplus and other association funds

  1. Any surpluses or other funds of the association may be used for the purposes stated in the bylaws only. Members do not receive any portions of the surpluses and, as members, do not receive any other allocations from association funds.
  2. No person may benefit from expenses that are foreign to the goals of the association or from unreasonable high payments.

§ 6 Organizational bodies of the association

Organizational bodies of the association are:

  1. the general meeting
  2. the management board
  3. the steering committee
  4. the working groups

§ 7 General meeting

  1. The regular general meeting shall be held annually. The management board shall convene the general meeting by means of a special written invitation that includes the order of business. The invitation must be sent by letter to the most recent address of every individual member known to the management board and must be mailed at least three weeks prior to the meeting. The management board determines the order of business. Each member can submit to the management board a written formless addendum until a week prior to the general meeting.
  2. A special general meeting is to be convened if the interest of the association requires this or if at least 20% of voting members request this of the management board.
  3. The general meeting regulates the affairs of the association to the extent they have not been assigned to another body in the bylaws. In particular, it makes decisions on:
    1. the appointment, discharge and dismissal of management board members,
    2. the budget for the following fiscal year,
    3. the organization of dues (§ 4 par. 3 of the bylaws),
    4. the annual appointment of two cash auditors who cannot be reappointed immediately,
    5. the acceptance of the cash auditor report,
    6. the dissolution of the association and the use of its assets.
  4. Each full member has a single vote in the general meeting. The general meeting has quorum if it was properly convened and at least 20% of voting members are present. If the required number of participants is not given, the general meeting is to be convened again under observance of the regulations on convening; a new meeting has quorum even with insufficient attendance. Resolutions are decided by a majority of voting members present.
  5. A written record of the negotiations in the general meeting is to be made and signed by the recording secretary. This record must be made accessible in suitable form to the members within six weeks following the meeting. Objections to the record may be submitted only within one month after this point in time.

§ 8 Management board

  1. The tasks of the management board are, in line with the goals of the association:
    1. the definition of the structure of IA4SP,
    2. the definition of the cooperation with SAP,
    3. the definition of the cooperation with DSAG,
    4. the admission of new members.
  2. The management board consists of the chair, his or her deputy, the treasurer and up to four other board members. All must be association members or their functional representatives.
  3. Management board members are elected by the general meeting for a period of 2 years. The election of individual board members takes place over two consecutive years. In the first year, the chair, treasurer and another board member are elected; in the following year, the deputy chair and the remaining board members. The terms of board members end when that of their successors begin. If the office of a board member ends early, a successor in that office can be appointed by the steering committee for the remainder of the term.

    To accomplish the rhythm of the split board election, the chair, treasurer and another board member will be elected in the first general meeting 2007 for a period of two years, all remaining board members for a period of one year.
  4. The management board conducts the business of the association. It is responsible for all business that has not been assigned according to the bylaws of the general meeting or the steering committee. Legal representation vis-a-vis third parties is performed by the chair or the chair's representative and another board member.
  5. The management board makes decisions by passing resolutions in board meetings that are convened at least twice annually and for which a written record must be made. The invitation to such meetings shall include the order of business and be sent one week in advance by the chair or, in case he or she is prevented from performing this task, by a representative. The board has quorum if three board members are present. Votes are decided by a majority of board members present; in tie votes, the decision is made by the vote of the chair or, if the chair is unable to attend, by the vote of the chair's representative. Details are regulated in the rules of procedure that are to be enacted by the management board.

§ 9 Special representative in accordance with § 30 BGB [Federal Law Gazette]

  1. In addition to the management board, special representatives can be appointed for certain kinds of business, e.g. for finances and controlling, human resources management, communication with SAP and other user groups, marketing/annual convention, PR coordination and events management. These business areas can be assigned to a special representative in whole or in part.
  2. The authorization of special representatives applies to all legal transactions that the business area assigned to them usually involves. Special representatives are bound by directives in their internal relationships to the board; they can act independently with outside parties.
  3. Special representatives are appointed or dismissed by the board in accordance with § 8 par. 5. With such an appointment the board must determine the details of the business area of the special representative, commit the representative to observing the established rules of procedure, and regulate labor conditions.
  4. Application must be made to enter special representatives in the Register of Associations.

§ 10 Steering Committee

  1. The steering committee is made up of the management board and representatives of the working groups, consisting of a maximum of two delegates per member. Meetings are generally held every three to four months.
  2. The steering committee is responsible for:
    • specifying the nature and definition of the working groups,
    • determining the information paths and distribution of information.

If the steering committee does not find agreement on issues, the board shall rule on these issues.

§ 11 Working groups

  1. The working group is set up by the management board at the request of the members. It is a permanent organization that provides solutions to the tasks assigned to it.
  2. A working group is generally made up of a maximum of two delegates for each member. The spokesperson of the working group rules on exceptions.

    A working group elects one spokesperson and spokesperson representative for a period of one year each, as well as a representative for the steering committee. The representative for the steering committee reports to the steering committee on results and progress of the working group. The representative for the steering committee can also be the working group spokesperson or his/her deputy.

§ 12 Dissolution

  1. Dissolution of the association is only possible in a general meeting convened especially for this purpose. The dissolution can only be enacted by at least a three-quarters majority of voting members present. An invitation to such a meeting must be extended one month in advance of the general meeting.
  2. The debate shall be conducted according to the regulations of the Federal Law Gazette. The general meeting shall decide on the use of the associations assets that remain following the debate. They shall be donated to charities.

§ 13 Amendments to the bylaws

Only the general meeting can decide to amend the bylaws. This requires a three-quarters majority of voting members present. The paragraphs to be amended must be included with the invitation to the meeting.

Walldorf, May 3, 2007