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The statutes of AUMA

in the version valid from 7 May 2024.

§ 1 Name - Seat - Purpose

  1. The name of the association is: "Association of the German Trade Fair Industry" (AUMA).
  2. The Association has its registered office in Berlin; it is entered in the register of associations.
  3. The purpose of the association is to safeguard the common interests of German industry with regard to trade fairs and exhibitions. The representation of special interests of individual members is excluded. The Association is authorised to establish companies or to participate in companies that pursue a similar or identical corporate purpose.

§ 2 Membership

Members may be: organisations, associations and organisers of trade fairs and exhibitions who are prepared to support the achievement of the Association's purpose.

§ 3 Commencement and termination of membership

  1. The Board of Directors decides on admission. If an application for membership is rejected, an appeal may be made to the General Meeting within one month, which shall make the final decision.
  2. Membership ends:
    a) upon a member's declaration of resignation, which must be received by the management by 30 June at the latest in order for the resignation to take effect at the end of the current year,
    b) upon the opening of insolvency proceedings,
    c) upon the expulsion of a member. This is carried out by the general meeting if a member no longer fulfils the requirements for admission, if it acts against the interests of the association or fails to pay the membership fee after two requests to do so.

§ 4 Membership fees

  1. Members are obliged to pay membership fees.
  2. Exhibitors at German trade fairs and exhibitions pay an exhibitor fee per square metre of stand space for the activities of AUMA. AUMA members shall endeavour to ensure that domestic and foreign exhibitors make this contribution to the financing of AUMA. The organisers of trade fairs and exhibitions undertake to include this contribution in their contractual arrangements with the exhibitors and to invoice it, provided they can legally enforce this against their exhibitors. All AUMA members are obliged to support the organisers in enforcing this regulation. Contributions received shall be forwarded to AUMA by the organisers on a quarterly basis.

§ 5 Financial year

The financial year is the calendar year.

§ 6 Bodies

The bodies of the Association of the German Trade Fair Industry are

  1. the General Meeting (§ 7),
  2. the General Board (§ 8),
  3. the Board of Directors authorised to represent the Association (§ 9) and
  4. the management (§ 11).

§ 7 General Assembly of Members

  1. Every member has a seat and a vote at the General Meeting. The right to vote is exercised by the legal representative or by an authorised employee of the member. The authorisation must be in writing.
  2. The General Meeting is responsible for
    1. to receive the report on the Association's activities,
    2. to discharge the entire Board of Directors, the authorised representative Board of Directors and the management,
    3. to pass resolutions on the dissolution of the association,
    4. to pass resolutions on amendments to the Articles of Association,
    5. electing and dismissing the Chairman and the other members of the Board of Directors,
    6. passing resolutions on the amount of contributions in accordance with § 4,
    7. approving the annual financial statements,
    8. the election of an auditor,
    9. the decision on applications for membership rejected by the full Board of Directors if the applicant lodges an appeal, and the expulsion of members in accordance with § 3 paragraph 2 c).

The full Board of Directors must be given the opportunity to discuss proposals from among the members of the Association for resolutions in the cases of clauses 3, 4 and 6 and to submit a draft resolution to the General Meeting.

§ 8 General Board

  1. The full Executive Board consists of the Chairman and a maximum of 21 other members of the full Executive Board. It shall consist of a maximum of nine representatives of industry, one representative of the skilled trades, one representative of trade and a maximum of eleven representatives of the trade fair organisers. A member of the Board of Directors may be the chairman of the management or board of a member company of AUMA, or a person who represents a member association on an honorary basis as the legal representative, or at least as an authorised signatory, of a company. The Chairman is elected by the General Assembly on the proposal of the Federation of German Industries and is a member of the exhibiting industry. The other members of the Executive Board are elected by the General Meeting on the recommendation of the Executive Board. The Board as a whole elects two Deputy Chairmen from among its members. The First Vice-Chairman shall belong to the group of trade fair organisers on the Board as a whole and shall be proposed for election by this group; the Second Vice-Chairman shall belong to the group of exhibiting companies on the Board as a whole and shall be proposed for election by this group.
  2. The term of office of the Chairman, his deputies and the other members of the Board of Directors is three years. New elections or re-elections take place before the end of this period. The Chairman may only be re-elected once in succession. All members of the Board of Directors remain in office until new elections take effect. If the requirements of Section 8 (1) sentence 3 no longer apply to a member of the Board of Directors as a whole, the member of the Board of Directors as a whole shall generally resign from the Board of Directors as of the next meeting of the General Meeting. If a member of the full Board of Directors resigns before the next meeting of the General Meeting, the full Board of Directors may co-opt another person for the period until the next election of the full Board of Directors.
  3. The Board of Directors as a whole manages all of the Association's activities. In particular, it is responsible for
    1. Determining the guidelines of the Association's policy,
    2. determining the number of managing directors and their appointment and dismissal,
    3. deciding on the budget to be drawn up by the management,
    4. receiving the report of the Executive Committee,
    5. adopting rules of procedure for the Executive Board at the proposal of the Executive Committee,
    6. appointing committees for special tasks, which are made up of representatives of the members and, if necessary, other experts, and which advise the Executive Committee and the Management Board in the performance of their duties,
    7. to represent the interests of the German trade fair and exhibition industry vis-à-vis the European Union, the Federal Republic of Germany, the federal states and foreign and international organisations and associations,
    8. the resolution on the proposal to dissolve the Association,
    9. the resolution on the proposal to amend the Articles of Association,
    10. the resolution on the proposal for the amount of the contributions in accordance with § 4.

      The right of the entire Executive Board to make proposals in accordance with the above sections 8, 9 and 10 is without prejudice to the right of the Association members to make proposals.
  4. It has all powers, insofar as these are not transferred to other bodies by law or the Articles of Association.

§ 9 Board of Directors authorised to represent the association

  1. The Executive Board within the meaning of the German Civil Code (BGB) is the Chairman and his deputies (authorised representatives). Two of them are authorised to represent the company jointly. In the internal relationship, one of the two deputies shall act if the Chairman is prevented from doing so. The Chairman and his deputies may authorise a member of the entire Executive Board or a member of the management in general or in individual cases to represent the association in or out of court.
  2. The Board of Directors authorised to represent the association is authorised to make amendments to the Articles of Association as required by the registry court. In this respect, § 7 paragraph 2 no. 4 does not apply.

§ 10 Executive Committee

  1. The entire Executive Board elects a Presidential Committee from among its members. In addition to the Chairman and his two deputies, this committee shall include a further member from the group of trade fair organisers.
  2. The Executive Committee is responsible for the terms and conditions of the Managing Directors' contracts. It proposes rules of procedure for the Management Board to the full Management Board. It monitors whether the Management Board fulfils its duties properly, supervises the work of the Management Board and is represented by the Chairman. Prior to the appointment of managing directors, it submits proposals to the full Board of Directors regarding the number and selection of managing directors as well as their appointment and dismissal.
  3. The Executive Committee passes its resolutions by a majority of its members.
  4. The meetings of the Executive Committee are reported to the full Board.

§ 11 Management

  1. AUMA's business is managed by the Executive Board.
  2. The appointment and dismissal of employees and the conclusion of standard contracts are carried out by the Management Board.
  3. Further details are regulated by the rules of procedure for the Management Board.

§ 12 Minutes of meetings

Minutes shall be taken of the meetings of the General Meeting and the full Board of Directors and signed by the Chairman and a Managing Director.

§ 13 Invitations to meetings of the General Assembly of Members and the full Executive Board

  1. A meeting of the General Meeting of Members and the full Board of Directors shall take place in the first half of each year. A further meeting of the full Board of Directors shall be held in the second half of the year. Extraordinary meetings must be convened if a quarter of the board members request this in writing to the management, stating the purpose of the meeting. The invitation must be sent in writing or electronically at least two weeks before the date of the meeting. The agenda must be announced with the invitation. The invitation does not have to be signed in person by the authorised persons named in paragraph 3. A typed or scanned signature is sufficient.
  2. In special cases deemed urgent by the Chairman or his deputies, the notice period pursuant to paragraph 1 may be shortened to three days.
  3. The Chairman or, if he is unable to do so, one of his deputies shall convene and chair the meetings of the General Meeting and the full Board of Directors.

§ 14 Votes of the General Assembly and the full Executive Board

  1. Resolutions are passed by a majority of the votes cast; in the event of a tie, the Chairman has the casting vote. However, proposals by the full Board of Directors or resolutions by the General Meeting on the dissolution of the Association, amendments to the Articles of Association and the amount of contributions require a majority of two-thirds of the votes cast. These majority requirements also apply if more stringent legal requirements are imposed for certain resolutions
  2. A quorum is deemed to exist if only half or fewer of the board members are present or represented. If there is no quorum, the Chairman or, if he is unable to attend, one of his two deputies is obliged to convene another meeting with the same agenda within four weeks.
  3. Votes may be taken in writing or electronically, except in the case of Section 7 (2) No. 3. The person who would have to chair the meeting replaced by this in accordance with Section 13 (3) must send the draft resolution to all members entitled to vote in writing or electronically. At the same time, a deadline of no less than five and no more than twenty days must be set for the board members to submit their responses. Responses received after the deadline shall no longer be considered. Responses must be sent to the Association's office.
  4. If an absolute majority is not achieved in the first and second ballots, the relative majority shall apply in the third ballot. Block elections are permitted.
  5. Resolutions may only be passed on motions that have not been announced with the agenda if they have been received by the management in writing at least three days before the date of the meeting and if a majority representing two thirds of the members of the governing body present or represented have declared themselves in favour of voting on the motion. Resolutions on amendments to the Articles of Association can only be passed if the subject of the resolution has been announced in the agenda.
  6. If a board member is unable to attend, the board member may transfer their vote in writing to another member of the same board. A member of a governing body may not combine more than three votes.

§ 15 Dissolution of the association

A resolution on the dissolution of the Association can only be passed if this issue has been announced with the invitation to the General Meeting in accordance with Section 13 (1). The assets remaining after fulfilment of all liabilities shall be donated to a charitable purpose to be determined by the members.

§ Section 16 Honorary members and honorary chairmen

Personalities who have rendered outstanding services to the Association of the German Trade Fair Industry or to the German trade fair and exhibition industry through many years of involvement may be appointed honorary members and, in exceptional cases, honorary chairpersons by the General Meeting of Members at the proposal of the entire Board of Directors.