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The most important facts at a glance
- Every amendment to the Articles of Association is considered an “amendment to the Articles of Association”. This applies to additions, deletions and new versions.
- Amendments to the articles of association are completed in 5 steps: preliminary review, announcement, resolution, recording in the minutes and registration.
- The change of purpose is a special form and requires the approval of all members.
- The articles of association themselves provide information on the majority requirements.
Reasons for amending the articles of association
Consistency is an important prerequisite for a well-organized sports club. Nevertheless, constant change catches up with every organization at some point, meaning that rules and approaches that once made sense are no longer up to date. At some point, the club’s goals and objectives need to be readjusted and adapted to changes in society. Reasons for amending the articles of association may include
- Enlargement of the Management Board or the areas of responsibility
- Replacement of the Executive Board
- Expansion or change of the purpose of the association
- Relocation of the association’s registered office
- Change or new formation of a youth department or representative body
- Introduction of new, up-to-date regulations
- Deletion of outdated or superfluous regulations
Incidentally, every amendment to the articles of association is to be considered a full amendment to the articles of association. Even if only formulations are changed. Editorial changes to individual paragraphs also constitute amendments to the articles of association. Last but not least, the addition or deletion of individual passages are also considered amendments.
What is a change of purpose in an association?
Adjusting the purpose of the association is a special form of amendment to the articles of association. In principle, the purpose of the association serves to determine the function of the association and is therefore set out in the articles of association of every association organization. If the purpose is expanded or reduced, the basic structure of the association changes. Therefore, the consent of all members is required in accordance with § 33 BGB.
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Changing the articles of association: Is it complicated to change the articles of association?
Yes and no. In principle, any association can change the articles of association at any time. This applies to rewriting, adding, supplementing or shortening. However, there are requirements that must be met before the register court checks and approves the amendment to the articles of association. This is an effort that should not be underestimated. Founding members therefore invest a lot of time in writing down the first draft of the association’s articles of association. This is because the articles of association define the objectives, processes, authorizations, responsibilities, prohibitions and rules of conduct of the association. Over time, certain circumstances change, making it necessary to amend the articles of association.
Procedure for amending the articles of association: How to change the articles of association
If the amendment to the articles of association was resolved at the general meeting, it is not yet legally effective. The association is required to check the process of amending the articles of association, document it and have the resolutions entered in the register of associations. This is how the process of amending the articles of association works:
- Preliminary check: You can have the amendment to the articles of association checked by a lawyer, tax consultant or the register of associations and the tax office.
- Announcement / invitation: All members must be invited to the general meeting. The invitation must clearly state the amendment to the articles of association as an item on the agenda.
- Resolution: A resolution to amend the association’s articles of association is passed by vote at the general meeting.
- Minutes: The resolution to amend the articles of association must be recorded in writing by a secretary.
- Registration: The amendment to the articles of association, including documents, is registered or applied for at the registry court.
Invitation to the general meeting: What should the invitation look like?
- The invitation must include the amendment to the Articles of Association as an item on the agenda.
- The relevant sections of the articles of association must be stated.
- The articles of association specify the form in which the members receive the invitation (email, post, etc.)
- The invitation period of four weeks should be observed.
Majority ratios: How a resolution is passed
Before the vote, the old and updated text of the Articles of Association should be read out. The amendments can be released cumulatively for discussion and voting. However, the chair of the meeting – usually the 1st chair – must point out that every member has the right to discuss each individual amendment. If a member requests that the vote be held separately, the articles of association can no longer be put to the vote as a whole. In this case, a separate decision will then be taken on each amendment to the Articles of Association.
The articles of association allow associations to hold required majorities by vote in order to give internal regulations priority over statutory regulations. Each association can decide for itself which majority is required for amendments to the articles of association. If the articles of association do not contain any stipulations regarding majority ratios, Section 33 of the German Civil Code applies:
Keeping minutes: How to record the resolution of the general meeting
The exact wording of the amendment to the Articles of Association must be recorded in the minutes. In addition, the result of the vote must be presented as follows:
- Number of votes cast,
- Number of yes votes,
- Number of no votes,
- number of abstentions,
- number of invalid votes.
A log entry can look like this:
The chairman of the meeting read out the part of the amendment to the Articles of Association (new version) and, following an explanation, put it up for discussion.
After the discussion, the chairman of the meeting released the amendment to the Articles of Association (with the following changes) for voting.
The amendment to the Articles of Association was adopted by the members with the following voting result:
- Votes cast: 50
- Yes votes: 48
- No votes: 0
- Abstentions: 2
- Invalid votes: 0
Registration with the registry court - how the amendment to the articles of association becomes legally effective
Only when the amendments to the articles of association have been entered in the register of associations do they become effective externally. Resolutions may be passed on the basis of the amendment to the articles of association. However, these are not legally binding. The Executive Board has the task of registering the amendment to the articles of association with the register court. The application must be submitted in original and copy form. In addition, the signatures of the board members must be notarized – as with the initial registration. The following documents must not be missing from the application to the registration court:
- Copy of the minutes of the general meeting at which the amendment to the articles of association was made.
- Optionally, the current certificate of exemption from the tax office (depending on the respective registration court).
- Optionally, a copy of the invitation to the general meeting (depending on the respective registration court).
Note: If the articles of association are amended, an appointment with a notary is essential for the association. The signatures of the board members are notarized.
Checklist: When can an amendment to the articles of association be rejected by the court?
Admittedly: It is rare for the court to reject an amendment to the articles of association. But it can happen. The rejection of an amendment to the articles of association is annoying because the entire voting process has to be repeated. This costs time and nerves. And even if the court accepts the amendment to the articles of association, you should still prevent possible ambiguities or sources of error. Otherwise there will be difficult discussions in the association later on. If you follow the checklist below, you will always be on the safe side with your association.
- Unclear wording: The proposed amendment must be formulated clearly and precisely. Avoid misunderstandings or different interpretations, otherwise conflicts will arise within the association.
- Formal requirements: From the invitation to the general meeting to the final registration declaration, the regulations described must be adhered to. Errors delay the process and render the planned changes ineffective.
- Preparation: As a board member, you should make sure that all information and documents for the general meeting are available. This will make it much easier to answer any questions that may arise about the amendment to the articles of association. Unprofessional behavior can lead to a negative voting result.
- Transparency: Inform the members about the planned changes. A lack of transparency leads to mistrust and rejection.
- Timely general meeting: The members need sufficient time to prepare for the meeting and possible discussion points. It is very important to convene the general meeting in good time (four weeks in advance).
- Compliance with the majority rule: The articles of association stipulate a majority rule that must be adhered to. Otherwise, any amendments to the articles of association are invalid.
- Documentation: All steps of the amendment process must be documented.This includes the invitation to the general meeting, the discussion, the result of the vote and the minutes.
- Register of associations: The adopted amendments to the articles of association must be registered with the competent local court.Otherwise the amendment is not effective.
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