Constitution of the association Verein Freier Ersatzteilemarkt e.V. (VREI)

of 1 January 2015

Recitals

The companies in the automotive industry are part of one of the largest groups in the business world. All of these companies sustainably carry out their business on the independent aftermarket as well. There is therefore great interest – also in order to safeguard overall earnings – in intensifying activity on the independent aftermarket in the long term and supporting common interests.

In this context, the collaboration between VREI and Messe Frankfurt GmbH, especially Automechanika, is of great significance on a national and international level.

§1 Name and registered office

The association is named Verein Freier Ersatzteilemarkt (VREI) e.V.
It is registered in the register of associations of Schweinfurt.
The association is based in Schweinfurt.

§2 Objective of VREI

VREI e.V. promotes and represents the interests of the automotive parts industry on the independent aftermarket. In this regard, VREI helps the participating members and Messe Frankfurt organise the Automechanika trade fairs in Frankfurt and all over the world.
VREI works to improve and safeguard the distribution structures on the independent aftermarket. In doing so, it must take the existing sales organisations and the interests of the end customer into consideration.
The association is altruistic. Its primary objective is not its own financial gain.
The resources of the association are only used for purposes consistent with the objectives defined in its Constitution. No person may be enriched by means of payments that do not serve the purpose of the association or by disproportionately high benefits.

No resources may be used to serve the individual interests of a single member.
Amendments to the Constitution may not jeopardise the purpose of the association. If the association is dissolved, its assets shall pass to Bayerische Krebsgesellschaft e.V. which, with consideration for the purpose of the foundation, is to use them directly and exclusively for charitable purposes.

VREI works to

  1. make its members aware of problems, matters and new developments on the independent aftermarket.
  2. maintain relations and the exchange of information and thoughts with other associations so as to serve the interests of the members of VREI in collaboration with them, if possible.
  3. maintain contact with the media (trade and public newspapers and magazines, as well as TV and radio) in order to make the public aware of matters relating to VREI and the wishes of VREI, as well as to ensure that VREI enjoys a good image and reputation.

§3 Financial year

The financial year is the calendar year.

§4 Members

Any company or person operating in both the automotive industry and on the independent automotive aftermarket can become a member. The members themselves must be manufacturers of products sold on the independent aftermarket by either their own organisation or third parties.

§5 Acquisition of membership

To become a member, a written application must be submitted to the Executive Board of VREI. The Steering Committee shall accept or reject the application by means of a majority vote.
If the vote is tied, the Chairman of the Steering Committee shall have the final decision.
The admission fee and the annual fee, including their due dates, are set out in the schedule of contributions.

§6 Duties of members

The members are obliged to adhere to the provisions of the Constitution of VREI and to support the realisation of the objectives of VREI.

§7 Rights of members

The members are entitled to support from VREI at any time when serving the interests set out in the Constitution.

§8 End of membership

Membership shall end when the member leaves or is expelled from the association.
A member can leave by submitting a written declaration by registered post to the Executive Board with a notice period of six months to the end of a calendar year.
Membership shall also end if VREI is dissolved.

At the motion of the Executive Board, a member can be expelled if there is cause to do so.

There shall be cause if, for example:

  1. a member grossly infringes against the interests of VREI.
  2. contributions are not paid within three months of their due date in spite of repeated written reminders being issued to the member.
  3. a member no longer meets the criteria for membership.
  4. insolvency proceedings are opened against a member.

The members remain bound to this Constitution until they leave and to their existing obligations until they are discharged.

§9 Bodies

VREI comprises the following bodies:

  1. the General Meeting
  2. the Executive Board
  3. the Steering Committee

§10 General Meeting

The General Meeting is the highest body of VREI.
The General Meeting governs the matters of VREI in line with the provisions of the Constitution.

The General Meeting handles the following matters:

  1. Election of the Steering Committee.
  2. Definition and approval of the budget.
  3. Discharge of the Steering Committee.
  4. Definition of membership contributions.
  5. Election of two auditors.
  6. Election of the Secretary and Treasurer.
  7. Amendments to the Constitution.
  8. Definition of the expense allowances granted to the members of the Steering Committee.

The General Meeting convenes at least once per year. The General Meeting must be convened in writing by the Executive Board at least four weeks in advance; this letter must also contain the agenda.
At the request of 25% of the members, the Executive Board must convene the General Meeting within four weeks.
The Executive Board chairs the General Meeting.
The General Meeting has a quorum if it has been convened in adherence to the notice period and form of convention.
Each member has only one vote.
Resolutions are passed by a simple majority of members in attendance.
However, a majority of 75% of valid votes cast is required in order to amend the Constitution.

§11 Executive Board

The Executive Board consists of two members; the Chairman and the Vice-chairman.
The Executive Board is appointed for a term of two years by the Steering Committee.
If a member steps down from the Executive Board, the Steering Committee must appoint a new member to the Executive Board within six weeks.
The Executive Board represents VREI externally, both in and out of court. Each member of the Executive Board is authorised to represent VREI independently. Internally, however, the Vice-chairman is only authorised to represent VREI if the Chairman is unable to do so on a long-term basis.
The Executive Board is responsible for all matters concerning the association unless they are assigned to another body of the association by this Constitution. The Executive Board governs VREI.
Each financial year, special tasks for the Executive Board shall be coordinated between the Executive Board and the Steering Committee.
The Executive Board must prepare the General Meeting, especially the items of business and the agenda.

At least eight weeks before the end of the financial year, the Executive Board must prepare a budget and business plan for the coming year and submit these to the Steering Committee for approval.
Within the first three months of the new financial year, the Executive Board must prepare the annual financial statements and a management report for the financial year ended; these must be approved by the Steering Committee.

§12 Remuneration of the Executive Board

For their work, the Executive Board, the Treasurer and the Secretary shall receive expense allowances defined by the Steering Committee.
Likewise, expenses are reimbursed based on individual receipts.

§13 Steering Committee

The Steering Committee consists of five people who must be actively working with a member of the association.
They are appointed for a term of two years by the General Meeting.
If a member of the Steering Committee steps down or leaves his/her company during his/her period in office, the next General Meeting shall appoint a new Steering Committee member.
The Steering Committee supports the Executive Board with its work. In this context, the Steering Committee can assign the Executive Board special tasks relating to the realisation of the objectives of VREI as defined in this Constitution.
The members of the Steering Committee appoint a Chairman from within their ranks who shall have two votes in the event of a tie.
The Steering Committee convenes at least twice per year.
The members of the Steering Committee do not carry out any project work for VREI e.V. However, such work can be assigned to third parties.

The Steering Committee is responsible for the following:

  1. examination and approval of the budget and business plan submitted by the Executive Board
  2. examination of the annual financial statements and management report submitted by the Executive Board, by at least six months after the end of the previous financial year.
  3. appointment of the Executive Board and definition of the expense allowances for the Executive Board.
  4. definition of the expense allowances for the Treasurer and Secretary.

The members of the Executive Board, the Treasurer and the Secretary may not be members of the Steering Committee at the same time.

§14 Common regulations for the bodies

Each body may establish its own rules of procedure.
However, the content of these rules is to be coordinated with the Steering Committee.
Minutes are to be kept of all meetings.

§15 Assets of VREI

The assets of VREI are managed by the Executive Board.

§16 Dissolution of the association

Only a General Meeting in which more than 50% of all members are represented may resolve upon the dissolution of the association.
If the required number of members is not reached, the General Meeting is to be postponed for four weeks. The members in attendance shall then resolve upon the matter.
A 75% majority is required to dissolve the association.
The General Meeting which resolved to dissolve the association shall decide on the disposal of the assets of VREI in line with section 2. The assets cannot be distributed to the members.

Steering Committee members

Arnd Franz
MAHLE Aftermarket GmbH
Pragstrasse 26-46
70376 Stuttgart

Alois Ludwig
ZF Friedrichshafen AG
ZF Services
Obere Weiden 12
97424 Schweinfurt

Frank Schlehuber
Robert Bosch GmbH
Auf der Breit 4
76227 Karlsruhe

Michael Söding
Schaeffler Automotive Aftermarket GmbH& Co. KG
Paul Ehrlich Str. 21
63225 Langen

Jochen Leuthold
TRW KFZ Ausrüstung GmbH
Rudolf Diesel Str. 7
56566 Neuwied

2 October 2014