 DoPs | REACH documents |
English 
ARTICLES OF ASSOCIATION
Construction Product Information Confederation e.V.
(CONPICO)
(as of 30 April 2013)
1 Name, Registered Office, Jurisdiction, Place of Performance and Financial Year
1.1 The name of the Association is Construction Product Information Confederation e. V. (CONPICO)
1.2 The registered office and jurisdiction of the Association and the place of performance is Bonn.
1.3 The financial year is the calendar year.
2 Purpose
2.1 The purpose of the Association is to operate as a central body for the electronic communication and provision of construction product information. This includes, in particular, the information which must be communicated or provided by manufacturers of construction products due to European or national legislation. The type of information and the manner in which this is to be communicated or provided is stipulated by the members.
2.2 The Association deems itself to be committed to the European Common Market for construction products and, therewith, in particular, the practice-oriented implementation of Regulation (EU) No. 305/2011.
2.3 Accordingly, the Association aims to be generally recognised as a central body for information and data exchange. This should be achieved through the:
2.3.1 • offering and operation of a platform (Common Access Point; CAP) over which the construction product information (here especially declarations of performance pursuant to Regulation (EU) No. 305/2011 and - if applicable - the accompanying information in Article 31 or, respectively, Article 33 of the Regulation (EU) No. 1907/2006) is accessible,
2.3.2 • provision of the technical infrastructure (web interfaces, server, etc.),
2.3.3 • representation of interests vis-à-vis the European Commission and state authorities and
2.3.4 • maintenance of contact and cooperation with the user groups of provided information, e.g. with construction product suppliers, planners and contractors.
2.4 Use of the platform according to Clause 2.3.1 may occur independent of membership in the association. Further details are contained in the schedule of charges and fees and the terms of use.
2.5 The Association shall assign a Unique Manufacturer Code (UMC) to companies wishing to provide construction product information on the platform in accordance with Clause 2.3.1. The Association shall maintain a list of the assigned codes.
2.6 The Association must make arrangements so that, also in the case of the dissolution of the Association, the construction product information provided on the platform in accordance with Clause 2.3.1 which is subject to time periods to be observed by virtue of law or other agreement for maintenance and provision thereof can be maintained and provided up until expiration of the time periods applicable to this date.
2.7 The Association is a not-for-profit organisation; it does not primarily pursue goals in its own economic interest. It uses its funds solely for the promotion of its purpose according to the Articles of Association; its members receive no contributions from the Association's funds. No persons are enriched by expenses/remunerations that are excessive or unrelated to the Association's purpose.
3 Membership
3.1 The Association has ordinary and extraordinary members.
3.2 Ordinary membership can be granted to:
3.2.1 companies which at least produce or have such produced by a third party a construction product as defined in the Regulation (EU) No. 305/2011 and which wish to make available related product information pursuant to Clause 2 via the platform established by the Association
3.2.2 associations to which companies in accordance with Clause 3.2.1 directly or indirectly belong
3.3 Extraordinary membership can be granted to:
3.3.1 groups or associations of user groups according to Clause 2.3.4
3.3.2 operators of product data banks, software providers and other companies or associations which wish to cooperate with the Association.
3.4 The decision regarding the application for membership admission to be made in writing shall be made by the Management Board.
3.5 Membership shall end upon resignation, dissolution or exclusion.
3.6 Resignation can only be declared with a notice period of six months as of the end of the financial year by means of registered letter to the Management Board or management, insofar as such is appointed according to Clause 9.
3.7 A member can be excluded from the Association by resolution of the Management Board if the member grossly violates the purpose, interests or reputation of the Association, in particular, does not abide by these Articles of Association or, in spite of repeated demands, fails to pay the resolved contributions, fees or costs allocations.
3.8 The party concerned can file an objection against the Management Board resolution refusing membership or resolving in favour of exclusion at the Association's General Meeting; the General Meeting shall then make the final decision.
3.9 The outgoing member has no rights of any kind regarding the assets of the Association. Rights of the Association against the outgoing member shall not be affected by the withdrawal. The membership fee is to be paid up to the end of the financial year in which the member withdraws.
3.10 The obligation to provide information transferred to the Association does not dissolve with the withdrawal of the member. Product information and/or product data which was transmitted by the withdrawing member to the Association before its withdrawal for provision and transmission via the platform according to Clause 2.3.1 and for which time periods stipulated by law or otherwise agreed for their maintenance and provision are to be observed shall be upheld and provided by the Association until the expiration of these time periods. Product information and/or product data shall be first deemed to be transmitted when the fee according to the schedule of charges and fees is paid and received by the Association.
4 Members' Rights and Obligations
4.1 Ordinary members pursuant to Clause 3.2 are entitled to request information, advice and assistance from the Association in all questions which relate to its purpose (Clause 2). They can file applications in the General Meetings.
4.2 Extraordinary members pursuant to Clause 3.3 have no right to vote and cannot file any applications. Furthermore, they have no claim to participation in study groups and working groups.
4.3 Each member is obligated to promote the purpose of the Association, to comply with the resolutions made in accordance with the Articles of Association and to make timely payment of the fees and charges resolved the General Meeting.
5 Bodies
The bodies of the Association are the General Meeting and the Management Board.
6 General Meeting
6.1 The General Meeting shall be comprised of representatives of the members.
6.2 The General Meeting shall be convened by the Chairman. It shall take place annually as an Ordinary General Meeting. In addition, General Meetings are to be held if at least 20 % of the members in accordance with Clause 3.2 on the basis of the weighting of votes as per Clause 6.4 or the Management Board so request in writing with a statement of the purpose and reasons.
6.3 Members are to be invited in writing to the General Meeting with notification of the agenda at least four weeks in advance. Should a member wish to add an item to the agenda, this must be applied for in writing at the latest one week before the beginning of the General Meeting. The General Meeting can only decide with regard to applications which are not included on the agenda on the condition that all members are informed within one week and they have not objected hereto within a subsequent further period of two weeks.
6.4 The number of votes per member according to Clause 3.2.1 and Clause 3.2.2 shall be determined according to the number of declarations of performance pursuant to Regulation (EU) No. 305/2011 placed on the platform according to Clause 2.3.1:
Number of Placed Declarations of Performance | Number of Votes |
1 to 100 | 1 |
more than 100 | 2 |
more than 1000 | 3 |
With members pursuant to Clause 3.2.2, the total number of placed declarations of performance of the companies belonging to the respective company associations shall apply.
The number of declarations of performance placed respectively on 31 December of the calendar year preceding the General Meeting shall be decisive.
Apart from his/her own right to vote, a representative can exercise the right to vote of other members insofar as he/she is transferred this right to vote by written proxy for the respective General Meeting and said proxy is submitted to the General Meeting.
The General Meeting shall have a quorum regardless of the number of members who appear or are represented.
Regardless of the number of members present/represented, the General Meeting shall decide by a majority of the votes present/represented.
6.5 The General Meeting shall resolve on the
annual report,
financial report,
approval of actions of the Management Board and management, insofar as this is appointed according to Clause 9,
election of the Management Board,
selection of auditors,
approval of the budget including fixing of contributions and fees,
terms of use for the platform according to Clause 2.3.1
further development of the platform according to Clause 2.3.1 and the development of the technical infrastructure necessary therefor according to Clause 2.3.2
dissolution of the Association as well as
amendment of these Articles of Association.
6.6 General Meetings shall be chaired by the Chairman and, if this person is unable to participate, by a deputy chairman. Minutes shall be prepared with regard to the content of the General Meetings and signed by the Chairman or, if this person is unable to participate, by the deputy chairman.
7 Management Board
7.1 The General Meeting shall elect at least three and a maximum of 10 persons to the Management Board from its members according to Clause 3.2. Persons may only be elected as members of the Management Board who act actively in a management position for a member pursuant to Clause 3.2.1 or Clause 3.2.2.
7.2 The Management Board shall elect the Chairman from among its members. The Management Board shall then elect two deputy Chairmen.
The Management Board can appoint up to two additional persons, in particular, from the membership according to Clause 3.2.2, as co-opted members who shall have no right to vote.
The term of office of elected members of the Management Board is three years and ends with the new election or, respectively co-optation; re-election and renewed co-optation are permissible. Prior to expiration of the term of office, membership on the Management Board shall expire
upon death,
upon withdrawal from the company in accordance with Clause 3.2.1 or the association in accordance with Clause 3.2.2 for which he/she was employed at the time of his/her election ,
if the membership of the company with which he/she was employed at the time of his/her election ends; in the case of the withdrawal, upon the declaration of the withdrawal,
upon the occurrence of incapacity to contract.
7.3 The Management Board of the Association as defined in § 26 German Civil Code (Bürgerliches Gesetzbuch, BGB) comprises the Chairman and his/her two deputies, of which respectively the Chairman and one of his/her deputies have joint representation authorisation.
7.4 The Management Board is responsible for all business of the Association which is not reserved to other bodies by law or the Articles of Association. The Management Board shall have the ongoing business transactions conducted by management, insofar as such is appointed according to Clause 9.
7.5 The Management Board shall make its resolutions with a simple majority of the votes present, whereby each elected member of the Management Board, independent of the weighting of votes in the General Meeting, shall have one vote. A written resolution (by circulation of documents to the members) is permissible.
7.6 Minutes shall be kept regarding the meeting of the Management Board which shall be signed by the Chairman.
8 Working Groups and Project Groups
The Management Board of the Association can implement working groups.
The head of a working group shall be appointed by the Management Board. The members of the working groups shall be named in agreement between the head of the working group and the Management Board. If necessary, a working group can establish one or more project groups. Hereby, a member of the working groups shall always take over management of the project group. The members of the project group are to be named in agreement between the head of the project group and the head of the resulting working group.
9 Management
9.1 The Association can establish a branch office to conduct the ongoing business transactions and appoint management. If management is appointed, Clauses 9.2, 9.3 and 9.4 shall apply for such.
9.2 Management shall be appointed and removed by the Management Board.
9.3 It shall conduct the ongoing business transactions of the Association in accordance with these Articles of Association pursuant to the instructions of the General Meeting and the Management Board. The Management Board can stipulate details hereto in Standing Rules and Regulations. Management shall generally participate at meetings of the bodies as well as the working groups and their bodies without a right to vote.
9.4 Management shall be obligated to conduct the accounts according to commercial rules and to provide an accounting annually with regard to the development of the assets in the form of a balance sheet as well as with regard to the accruing proceeds and expenditures (annual balance sheet).
10 Amendment of the Articles of Association and Dissolution of the Association
10.1 A General Meeting may only resolve regarding the application to amend these Articles of Association, to dissolve the Association or to utilise the assets of the Association completely if the content of the application was made known previously in the agenda and at least half of all members are represented in the Meeting; decisive are weighted votes according to Clause 6.4. Should no quorum for the General Meeting exist upon a proper invitation made, a new General Meeting can be convened directly thereafter which shall have a quorum then without consideration of the number of members entitled to vote who are present or represented. Reference is to be made of this consequence in the Meeting invitation.
10.2 The resolution to amend these Articles of Association or to dissolve the Association and to utilise the assets of the Association completely shall only be legally valid if 80 % of all members entitled to vote present or represented vote in favour hereof; decisive are weighted votes pursuant to Clause 6.4.
10.3 The liquidation shall be conducted by the Management Board, taking into account Clause 2.6, insofar as the General Meeting does not appoint other liquidators.
11 Severability Clause/Registration
11.1 Should a regulation of these Articles of Association be invalid, such shall not affect the legal validity of the remaining provisions.
11.2 The Association is registered in the Registry of Associations of the Local Court Bonn.
Duisburg, 30 April 2013
