Statutes ERPA

§ 1
Name, Residence, Fiscal Year

The association has the name European Rigid PVC Film Association (ERPA).

The registered office of the association is located in Frankfurt/Main, Germany. It is to be
registered in the Register of Associations.

The fiscal year is the calendar year.


§ 2
Purposes

Purpose of the association is the design and assurance of the market development of plastic
films made of PVC and the products made thereof. The range of activities comprises in
particular the observation of legislation and standardisation concerning rigid PVC films, the
influencing of legislation and standardisation as well as the information of all interested
parties about rigid PVC films and the products made thereof.

The activities of the association serve the sustainability. Target of sustainability is to bring
ecology, economy and social issues into harmony with each other.

The association also supports the promotion and defence of rigid PVC films.

The activities of the association basically refer to Europe, but interests from members outside
of Europe are also taken into consideration.


§ 3
Membership


The association has regular and subscribing members. The membership is voluntary.

Every natural or legal person can become regular members. Associations and other
institutions recognised in legal relations can also become members, as far as they support the
activities of this association.

Natural and legal persons as well as other associations and institutions recognised in legal
relations can become subscribing members.

The association has regular members with full voting right and such with restrictive voting
right.

Founder members and all members running a company and paying the annual fees determined
for the respective company have full voting right.
Private persons have restrictive voting right, as far as they have not been given by way of
exception the full voting right on unanimous resolution of the board.

Subscribing members do not have the right to vote.

The board decides about admission and exclusion of members with a three to one majority.
The admission requires the subsequent approval of the general assembly of members. If the
approval is not given, the member cannot be admitted.


§ 4
Termination of Membership

Membership can only be terminated with a notice period of 12 months prior to the end of the
calendar year by registered letter to the executive management.

The membership can further cease upon occurrence of:
1. Death of an individual member and/or dissolution of a member association or expiry of
a member company.
2. Exclusion for an important reason; in particular if a member fails to pay his membership
fees for more than 6 months.

On withdrawal of a member, a claim can neither be laid on payment of paid fees nor on
remuneration of possible proportional association's assets.


§ 5
Obligations of Members

The obligations of the members of the association are to abide by these statutes, to support the
association in achieving its tasks set in the statutes as well as to pay their membership fees
determined by the general assembly.


§ 6
Membership fees

The association collects membership fees for the performance of its tasks, the amount of
which is determined annually by the general assembly. The annual budget of the association
has to be covered by the membership fees.

The association shall be entitled to charge the purchase tax, in case of the purchase tax
obligation (value-added tax) of the membership-fees and cost allocations to the members
(Note: This concerns companies in Germany and German plants of foreign companies). This
concerns also the purchase tax for previous periods, as far as the association has effected
payments which are liable to tax on sales and the purchase tax is still not charged hereon.


§ 7
Bodies of the Association

The bodies of the association are:

  • The general assembly of the association
  • The board.


§ 8
The General Assembly


The general assembly decides upon all fundamental matters of the association. This in
particular includes the following:

  • Election of the board
  • Determination of the membership fees
  • Acceptance of the business report
  • Discharging the board and executive management from their responsibilities for the past
    business year.

An ordinary general assembly is to be held at least once annually. Extraordinary meetings can
be held as necessary at any time.

Ordinary or extraordinary meetings of the association are to be announced by letter, Fax or
electronically at least 14 days prior to the date on which they are to be held. The
announcement must include the agenda.

The quorum necessary for a general assembly is reached when at least half of all members are
present. Resolutions are adopted by simple majority, with exception of changes of the statutes
or the dissolution of the association. This requires a three to one majority of all present
members with full voting right.

In exceptional cases, resolutions and elections can be made in writing. The board then informs
all members in writing about the reason of the resolution with the request to make a written
statement within 14 days after receipt.

Resolutions of the general assembly are to be documented and signed by the
Executive/Managing Chairman.

Only members with full voting right can decide upon the following matters:

 

  • Election of the board

  • Approval of the budget of the present fiscal year
    Membership fees

  • Changes of the statutes and dissolution

  • Fundamental matters, which the board indicates as such. The decision requires the
    approval in the following general assembly with a three to one majority of all members
    with full voting right.

§ 9
The Board


The association has a board existing of three members. The general assembly elects the board
for a term of three years.

The association is represented in and out of court by two board members according to § 26
BGB (German Civil Code).

The general assembly can elect one board member as executive/managing chairman.
The executive/managing board member receives an appropriate remuneration for his
activities.

The election of the board is made by open ballot. A voting by proxy is not admissible in this
case.

When a board member leaves prematurely, a by-election has to be held in the next general
assembly.

As far as the board does not manage the affairs of the association itself, it may appoint and
employ a full-time executive manager within the provided budgetary means.

 


§ 10
Dissolution of the Association


The dissolution of the association is made at a general assembly convened especially for this
purpose by resolution taken by a two-thirds majority of the present members, at least by half
of all members with full voting right.