Status: 29.11.2022

§ 1 Name, registered office, financial year

1.1 The association bears the name “Arbeitskreis Software-Qualität und -Fortbildung e. V.”, hereinafter abbreviated to ASQF. The association is entered in the register of associations.

1.2 The Association has its registered office in Erlangen.

1.3 The Association’s financial year is the calendar year.

1.4 The Association may set up an administrative office independent of the Association’s registered office to carry out its activities.

§ 2 Purpose of the association

2.1 The purpose of the Association is to promote popular and professional education on the subject of the quality of IT systems in the creation, use and application in industry, research, teaching, public and private life, in particular

1. raise public awareness of the importance of software and system quality,
2. to promote contacts and the exchange of experience between people from the fields of software development, quality management and users,
3. to support the relationships and knowledge transfer between all those involved in the development of IT systems in industry, institutions and universities,
4. to promote the publication of research results, studies and surveys in the field of software and system quality,
5. to promote education and training on the quality of IT systems in their creation, integration and use,
6. support the creation of standards and norms in the IT quality sector,
7. to provide targeted impetus for improving the software life cycle,
8. to promote the exchange of experience through contacts with other associations, institutions and groups that pursue the same purpose,

In addition, the association may issue publications and organize or participate in seminars, conferences and lectures.

2.2 The association pursues exclusively and directly charitable purposes within the meaning of the section “tax-privileged purposes” of the German Tax Code.

§ 3 Use of funds

3.1 The association does not seek to make a profit and is selflessly active; it does not primarily pursue its own economic purposes. The Association’s funds may only be used for the purposes set out in the Articles of Association.

3.2 The members of the Association shall not receive any benefits from the Association’s funds, except in the case of appropriate remuneration for activities that are usually only performed for a fee or similar remuneration. No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.

§ 4 Membership

4.1 The ASQF has ordinary members, corporate members and supporting members.

1. Only natural persons of full age can become ordinary members.
2. Corporate members can be legal entities, partnerships or institutions (clubs, associations, institutes, universities, etc.).
3. Legal entities, partnerships or institutions (clubs, associations, institutes, universities, etc.) can become supporting members.
4. Agreements can be concluded with supporting members that provide for a mutual association of the members of both organizations. The members of the partner organization are then also associated members of ASQF e.V.

4.2 Corporate members and supporting members each appoint an authorized representative to represent them in the ASQF. The Presidium must be informed in writing of any changes to the authorized representative(s). Associate members are not full members of the ASQF e.V.. They are not represented at the General Assembly. Their rights and obligations with regard to the association are determined solely by the association agreement with the sponsoring member.

4.3 The Executive Committee decides on a written application for membership. In the event of rejection, an appeal may be lodged within one month of receipt of the letter of rejection. The letter of appeal must be submitted by the Executive Committee to the next General Meeting for a decision.

§ 5 Termination of membership

5.1 The membership of an ordinary member ends with the death of the member, that of a corporate or sponsoring member with the dissolution of the institution. Membership also ends upon voluntary resignation or exclusion from the Association.

5.2 Voluntary resignation is effected by written declaration to the Executive Committee. It is only permitted at the end of a financial year, subject to a notice period of three months.

5.3 A member may be expelled from the Association for good cause by resolution of the Executive Committee, in particular if it has intentionally or grossly negligently violated these Articles of Association, the principles and regulations or the interests of the Association in a gross manner, in particular if the ASQF e.V. has suffered damage as a result.

Before the resolution is passed, the member must be given the opportunity to comment on this within a specified period. Reasons must be given for the decision to expel and the member to be expelled must be notified by registered letter. The member has the right of appeal to the General Assembly against the decision of the Executive Committee to expel. The appeal must be lodged in writing with the Executive Committee within one month of receipt of the exclusion decision. If the appeal is lodged in good time, the next ordinary general meeting must confirm the expulsion. If this does not happen, the exclusion resolution is deemed not to have been passed. Membership shall be suspended until the decision of the General Meeting.

5.4 A member can also be expelled by decision of the Executive Committee if he/she is in arrears with the payment of the membership fee despite two reminders and more than three months have passed since the second reminder was sent. The member must be informed of the expulsion by registered letter.

§ 6 Membership fees

6.1 The Association charges its members an annual membership fee.

6.2. The determination of the annual membership fees for ordinary and corporate members as well as the payment modalities are regulated by the ASQF membership fee regulations to be adopted by the General Meeting.

6.3. The annual membership fee for supporting members is determined by the Executive Committee.

6.4. Students, trainees and retired persons may be granted a reduction on the membership fee upon presentation of proof. The general meeting decides on the amount of the reduction within the framework of the membership fee regulations. Unemployed members may be granted exemption from membership fees upon application by the Executive Committee.

§ 7 Organs of the association and management

7.1 The bodies of the Association are

• the Executive Board referred to as the “Presidium” within the meaning of Section 26 BGB
• the General Meeting.

7.2 The Association, represented by the Executive Committee, may appoint a managing director to support the management of the Association.

The managing director is a special representative of the association within the meaning of Section 30 BGB. The Managing Director is appointed by the Executive Committee. The term of office of the Managing Director is independent of the term of office of the Executive Committee.

The Managing Director supports the Executive Committee and the General Meeting in all matters relating to the Association, taking into account the scope of business assigned to him/her.

In particular, the Managing Director executes the resolutions of the ASQF bodies, manages the ASQF’s assets on behalf of the Executive Committee and conducts business on its behalf and in accordance with its decisions. Resolutions of the Presidium on matters relating to the ASQF’s assets and budget require the approval of the Managing Director. The Presidium can replace a lack of approval by a vote with more than half of the votes of its members entitled to vote.

Further details are regulated by rules of procedure to be adopted by the Executive Committee, which describe in particular the areas of responsibility of the managing director.

In the day-to-day business of the administration of the ASQF, in particular in the implementation of resolutions of the Executive Committee, the Managing Director may represent the Association alone with legally binding effect. Details are regulated by the management’s rules of procedure. The managing director is only personally liable in cases of intent and gross negligence.

The managing director attends meetings of the Executive Committee by invitation. The Managing Director is bound by the instructions of the Executive Committee, unless these conflict with resolutions of the General Meeting to the contrary. In such cases, the resolutions of the General Meeting are binding.

§ 8 Presidium

8.1 The Executive Committee is the Executive Board within the meaning of Section 26 BGB. It consists of the President, two Vice Presidents and a minimum of two and a maximum of eight assessors. Further details are regulated by the “ASQF Election Regulations”. The Presidium can co-opt advisory Presidium members without voting rights by resolution. The Executive Committee shall represent the Association. Two members of the Executive Committee are jointly authorized to do so.

8.2 The Executive Committee is responsible for all matters of the Association that are not expressly assigned to other bodies of the Association by these Articles of Association. Its tasks include in particular

1. the external representation of the association
2. the preparation and convening of the General Meeting and the
3. Preparation of the agenda
4. the implementation of resolutions of the General Meeting
5. the preparation and adoption of a business plan
6. the preparation and adoption of an annual program
7. keeping the books of the association
8. the management of the association’s assets
9. the preparation of the annual report
10. the approval of extraordinary expenses
11. passing resolutions on the admission and exclusion of members
12. the passing of resolutions on the establishment or dissolution of association members within the meaning of § 11 of these Articles of Association, as well as approval
13. the rules of procedure of association members
14. passing resolutions on the formation, operation (in particular the preparation of the annual financial statements and discharge of the management) or dissolution of corporations, or on an investment in such corporations
15. the appointment of any management that may be required
16. the recruitment and management of staff.

8.3 The responsibilities within the Executive Committee are defined by the Executive Committee in rules of procedure. These must be made known to the members.

8.4 All members of the Executive Committee are bound by the resolutions of the General Meeting and the Executive Committee in their actions on behalf of the Association.

8.5 Members of the Executive Committee must be full members of the Association. They are elected by the members by secret ballot for a term of two years. Further details are set out in the “ASQF Election Regulations”.

8.6 The term of office of a member of the Executive Committee begins with the acceptance of the office and regularly ends with the acceptance of the office by a successor appointed in accordance with the Articles of Association or with the resignation, dismissal, exclusion from the association or death of the member of the Executive Committee. If a member of the Executive Committee resigns, their term of office ends at the latest on the calendar day specified in the declaration of resignation. The resignation must be declared to the Executive Committee.

8.7 If the President leaves prematurely, the Executive Committee shall appoint a successor from among its members for the period until the next regular election of the Executive Committee. If a Vice-President leaves prematurely or if a Vice-President replaces the President, the Executive Committee shall appoint an assessor as his/her successor for the period until the next scheduled Executive Committee election. If an assessor resigns or takes the place of the President or Vice-President, or if no member of the Executive Committee is available to take over a vacant office, the Executive Committee shall appoint an ordinary member of the Association as his/her successor for the period until the next regular election of the Executive Committee. Confirmation of the appointment must subsequently be obtained from the General Assembly in accordance with the election regulations.

8.8 The members of the Executive Committee may be dismissed by the General Meeting. Dismissal can only take place for good cause. It requires a majority of two-thirds of the members of the association present and entitled to vote. The member of the Executive Committee concerned is not entitled to vote.

8.9 The Executive Committee may set up an administrative headquarters of the Association with an office independent of the Association’s registered office.

8.10 The members of the Executive Committee work on an honorary basis.

§ 9 Presidium meetings

9.1 The President shall convene an ordinary meeting of the Executive Committee in writing at least once every six months. At the request of one third of the members of the Executive Committee, the President must convene an extraordinary meeting. The meetings of the Executive Committee may also be held by means of telecommunication if every member of the Executive Committee has the opportunity to participate and the majority of the Executive Committee agrees. Between its meetings, the Executive Committee may also adopt resolutions in writing by circulation procedure if all its members are given the opportunity to comment; the written procedure may be replaced by an electronic procedure, provided that the course of the procedure is sufficiently documented.

9.2 A Presidium meeting is chaired by the President or, in his/her absence, by one of the two Vice Presidents. Minutes shall be taken of the proceedings of the Executive Committee meeting and signed by the person chairing the meeting and the person taking the minutes. Members must be given access to the minutes on request. Personal information must be withheld from inspection by means of suitable measures.

9.3 The Executive Committee has a quorum if at least half of its members participate after being convened in writing. The Executive Committee decides by majority vote of the participating members. In the event of a tie, the President shall have the casting vote. Voting rights may not be delegated.

9.4 The representatives of an association division within the meaning of § 11 of these Articles of Association shall be invited to the Executive Committee meetings in an advisory capacity if resolutions are to be passed that are of direct relevance to the respective association division.

§ 10 General Meeting

10.1 The General Meeting is responsible for the following Association matters:

1. Election, dismissal and discharge of the members of the Executive Committee,
2. Resolution on the “ASQF Election Regulations”,
3. Election of the auditors,
4. Resolution on amendments to the Articles of Association,
5. Resolution on the dissolution of the association,
6. Determination of the amount of the annual membership fee for ordinary and corporate members within the framework of the membership fee regulations
7. other matters, insofar as this results from the Articles of Association or the law.

10.2 Each member has a simple voting right at the General Meeting. If an ordinary member is also the authorized representative of a corporate member or a sponsoring member, they may exercise the associated voting rights in addition to and independently of each other. The same applies mutatis mutandis if different corporate or sponsoring members are represented by the same proxy. The transfer of the exercise of voting rights to other members is not permitted.

10.3 An ordinary general meeting shall be held at least once a year. It shall be convened by the Executive Committee with two weeks’ notice, stating the agenda. Each member shall be invited by e-mail or, if expressly requested by the member, by post. The invitation letter is deemed to have been received if it was sent to the last address provided by the member.

10.4 Extraordinary General Meetings shall be convened if at least one fifth of the members of the Association entitled to vote request such a meeting in writing.

10.5 The General Meeting shall constitute a quorum regardless of the minimum number of participants if it has been duly convened. The members must be informed of this provision in the invitation.

10.6 Resolutions of the General Meeting are passed by a simple majority of the valid votes cast, abstentions are not taken into account. Amendments to the Articles of Association and changes to the election regulations require a majority of two-thirds of the valid votes cast. The rules set out in the election regulations apply to the evaluation of election results in the elections prescribed by these Articles of Association.

10.7 Minutes shall be taken of the General Meeting, which shall be signed by the person chairing the meeting and the person taking the minutes. The minutes and the chairperson of the meeting shall be determined by resolution of the General Meeting at the proposal of the Executive Committee.

10.8. Between meetings, resolutions of the General Meeting may be passed by written or electronic circulation procedure. Members must be provided with an electronic forum to discuss the proposed resolution. The course of the procedure must be adequately documented. A period of 4 weeks applies for obtaining a resolution by circulation procedure. Each member has the opportunity to subsequently review the outcome.

10.9. The General Meeting can be held as an in-person, online or hybrid event. The online meeting must take place in an access-secured online room. The access authorization must be sent to the registered participants in good time before the meeting. Participants in the online meeting must identify themselves by using their name.

§ 11 Organizations of the Association

11.1 The Association may set up the following subdivisions to intensify its specialist work and to carry out special tasks:

1. Specialist groups (FG)

Specialist groups are used for longer-term technical and thematic work on specific, defined sub-areas of the association’s topics in line with the purpose of the association. Specialist groups can be subdivided into regional specialist groups.

2. Working groups (AG)

Working groups are set up to take on specific, usually temporary, tasks within the association, e.g. to organize conferences, seminars, excursions and similar events or to create and maintain training and further education schemes, the creation and provision of training and examination documents.

11.2 Branches are not legally independent. Principles for the structure and organization of all ASQF e.V. groups as well as the rights and duties of their representatives and management bodies are determined by the Executive Committee in a process. Details on the tasks and organizational structure of the individual groups are regulated by the rules of procedure of the respective association structure, which must be approved by the Presidium.

§ 12 Cash auditor

12.1 Two cash auditors shall check the Association’s cash transactions for correctness in terms of content and calculation. The cash audit does not extend to the appropriateness of the expenditure approved by the Executive Committee. An audit must be carried out at least once a year and the results reported to the General Assembly.

12.2 The two cash auditors are elected by the General Meeting for a period of two years. Auditors may be ordinary members of the Association or authorized representatives of corporate or supporting members. In the latter case, their office as cash auditor ends at the same time as their authorization. Auditors may not simultaneously be members of the Executive Committee or the Managing Director. If a cash auditor leaves office prematurely, the Executive Committee shall appoint a successor who shall then serve until the next regular election. Further details are regulated by the “ASQF Election Regulations”.

12.3 Cash auditors work on an honorary basis.

§ 13 Dissolution of the Association

13.1 The dissolution of the Association shall be brought about by a resolution of the General Meeting with a majority of four-fifths of the members present and entitled to vote. In the event of the dissolution of the association or the discontinuation of tax-privileged purposes, the association’s assets shall be transferred to a public corporation or another tax-privileged corporation, which must use them directly and exclusively for the purpose of the association specified in § 2 of these Articles of Association.

13.2 The approval of the tax authorities must first be obtained prior to the dissolution and transfer of the remaining assets of the Association.

13.3 If the dissolution of the Association only aims to change the legal form or to merge with another similar association, whereby the direct and exclusive pursuit of the previous purpose of the Association is still guaranteed by the new legal entity/ies, the assets of the Association shall be transferred to the new legal entity/ies.

13.4 If the liquidation of the Association’s assets is necessary due to the dissolution of the Association or the withdrawal of its legal capacity, the President in office at that time shall be the liquidator, unless the General Meeting resolves to appoint a different liquidator at a duly convened General Meeting with a majority of three quarters of the members present and entitled to vote.

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