The Articles of Association of the Cologne Tenants' Association

1. The name of the association is Mieterverein Köln e. V. im Deutschen Mieterbund e. V.
2. It has its registered office in Cologne.
3. The association is entered in the register of associations at the Cologne Local Court.
4. The association is affiliated to the German Tenants‘ Association of North Rhine-Westphalia and, through this, to the German Tenants’ Association, Berlin.

The purpose of the association is to actively protect the interests of its members in rental and housing matters. It endeavours to unite all tenants in Cologne and the surrounding area with the following objectives:

• Realisation of a social and ecological housing and rental policy in municipalities, the federal state and the federal government, the promotion of a social and ecological housing industry and the improvement of housing conditions
• Safeguarding the rights and interests of tenants and leaseholders in all areas of the rental and housing sector
• Protection of tenants in housing matters and against ineffective and unreasonable contractual conditions
• Idealistic promotion of the non-profit housing, housing estate and co-operative sector
• Protecting the interests of tenants through information and public relations work.

1. The main purpose of the association is to bring together tenants in Cologne and the surrounding area and to protect and represent the interests of its members in all rental and housing matters.

2. The association strives to realise its objectives by observing the free democratic basic order in the sense of the Basic Law of the Federal Republic of Germany by

• a) Influencing legislative bodies and public opinion to promote a social housing industry,
• b) Representing the interests of members vis-à-vis third parties, authorities and courts,
• c) creating facilities that serve to inform and support tenants,
• d) its membership in the housing and building co-operative ‘Mieterschutz’ eG.

3. The purpose of the association is not directed towards commercial business operations. Party political and religious endeavours are excluded.

4. In order to fulfil its tasks, the association may take all measures that appear necessary, including those of an economic nature.

5. The association stores and uses members' personal data on electronic media for the purposes of the association, insofar as this is necessary to fulfil its statutory activities.

The data is protected by suitable technical and organisational measures to prevent third parties from gaining knowledge of it. As a member of the German Tenants' Association, the association is obliged to report the names of its members to DMB-Verlag and DMB-Rechtsschutz-Versicherung. The member consents to this.

Otherwise, information about members is only processed and used if it is useful for promoting the purpose of the association and there are no indications that the data subject has an interest worthy of protection that conflicts with the processing or use.

6. The principles of data protection must be observed.

1. Anyone can become a member, in particular tenants, leaseholders, owner-occupiers of owner-occupied flats and owner-occupied homes, provided they recognise the objectives set out in § 2 and do not pursue their own economic interests from letting and leasing with the help of the association.
2. The Executive Board decides on admission to the Association.

1. Members must pay an annual membership fee, the amount of which is determined by the Advisory Board. In addition to the annual fee, an admission fee is charged on joining, the amount of which is determined by the Board. Persons who belong to an association affiliated to the German Tenants' Association do not pay an admission fee.
2. The annual membership fee is due for payment in advance on 1 January of each year. A separate membership fee invoice is not issued. A processing fee is charged for reminders of the contribution, the amount of which is determined by the Advisory Board.
3. Voluntary contributions are to be used for the purposes of the association as defined in § 2.

1. The member is entitled to utilise the following services of the association: 

• a) free counselling in all matters relating to his tenancy and lease and matters of housing law,
• b) the handling of correspondence necessary for legal prosecution or legal defence,
• c) legal protection in tenancy disputes in accordance with and to the extent of a group insurance contract concluded by the Association for its members with a legal protection insurance company, provided that the insurance premium has been paid.

2. If the member is in arrears with the payment of its contributions in accordance with § 5, there is no entitlement to legal protection and counselling services.

3. The Executive Board may stipulate obligations and duties of cooperation for members when utilising the advisory service. Compliance with statutory and court deadlines is the responsibility of the member, unless the association has expressly assumed responsibility for monitoring deadlines in individual cases. The Association shall only be liable to members in the event of gross negligence or wilful misconduct.

1. Membership ends upon cancellation, expulsion or death. There is no refund of contributions paid.

2. Notice of cancellation can only be given by registered letter with a notice period of 3 months to the end of a calendar year if the membership has existed for at least 2 years from the date of entry to the end of the calendar year; otherwise the cancellation will only take effect at the end of the next calendar year.

3. A member may be excluded by resolution of the Executive Board if 

• a) the member's behaviour is not compatible with the aims and purposes of the association,
• b) the member is in arrears with more than half an annual membership fee despite a request for payment,
• c) the member has moved to an unknown address and is in arrears with half a year's membership fee. The exclusion becomes effective with the Board's decision.

4. An appeal against the decision may be lodged with the Advisory Board within one month of receipt of the decision, which will make the final decision. Until the decision on the appeal has been made, the member cannot exercise their rights and has no claims against the association.

5. Resigned or expelled members have no claim to the benefits of the association or to the association's assets.

The organs of the association are

1. the Executive Board,
2. the Advisory Board,
3. the General Meeting.

1 The Executive Board consists of the Chairman of the Executive Board, his first and second deputies and up to five assessors.

2. the Chairman and the two deputies are the statutory Executive Board within the meaning of Section 26 BGB. Two of them are jointly authorised to represent the company.

(3) The positions on the Executive Board are honorary positions.

(4) The Executive Board is elected by the Annual General Meeting with a simple majority. Re-election is permitted.

5. the term of office of the Executive Board is 4 years. If a member of the Executive Board resigns during the term of office, a replacement shall be elected by the Advisory Board.

6 The Executive Board shall remain in office until a new Executive Board has been duly appointed.

7. members of the Executive Board should not simultaneously fulfil the function of a district manager or deputy.

1. the Executive Board is responsible for dealing with all association matters, unless they are reserved for the Advisory Board or the General Assembly.
It determines the guidelines of the Association's policy within the framework of § 2 of the Articles of Association and the resolutions of the General Assembly.

(2) The Managing Director(s) appointed by the Executive Board shall be members of the Executive Board in an advisory capacity.

3. the members of the Executive Board represent the Association as delegates in the Assembly of Delegates of the Deutscher Mieterbund Nordrhein-Westfalen e. V.

4. the members of the Management Board shall be indemnified by the Association against all claims by the Association and third parties that arise personally against them as a result of their work for the Association. The Association shall either defend against or satisfy any additional claims asserted against a member of the Executive Board at the expense of the Association. This indemnification does not cover any claims arising from gross negligence or wilful misconduct and no liability for damages arising from injury to life, limb or health.

5. minutes must be kept of resolutions passed by the Executive Board.

1. The advisory board consists of 

• a) the members of the Executive Board,
• b) the district managers.

2. The Advisory Board is responsible for the tasks assigned to it by the Articles of Association, in particular: 

• a) the discussion of the documents intended for the General Meeting, b) the approval of the annual budget to be submitted by the Board of Directors,
• c) approving the annual report, the annual financial statements and the auditor's report as well as granting discharge to the Board of Directors, insofar as a General Meeting does not take place in this year,
• d) the election of a replacement for a member of the Board of Directors who resigned during the election period,
• e) the settlement of disputes between members of the Association,
• f) the election of delegates to the Deutscher Mieterbund Nordrhein-Westfalen e. V. with the exception of the delegates already specified in § 10 of the Articles of Association.

3. The Advisory Board is convened by the Executive Board. It is quorate if more than half of its members are present.
It passes its resolutions by majority vote. Minutes must be kept of the resolutions.

1. The association is divided into districts, the boundaries of which are determined by the advisory board.

2. The bodies of the district are

• a) the district management
• b) the district members' meeting

1. The district management consists of 
 

• a) the district manager
• b) his deputy

2. The district management is elected by the ordinary general meeting with a simple majority. Re-election is permitted.

3. The term of office of the district management is 4 years. If a member of the district management resigns during the term of office, the Board of Directors has the right, after hearing the district management, to appoint a member of the association to perform the corresponding function on an interim basis until a replacement is elected at the next ordinary district members' meeting.

4. The district management shall conduct the business of the district in accordance with these Articles of Association and the resolutions and instructions issued by the competent bodies of the Association.

1. General meetings are convened by the district managers at least every 4 years. They are used to submit the organizational report and elect delegates to the General Assembly, as well as to provide information and to discuss submissions and motions to the Executive Board, the Advisory Board or the General Assembly.
The district manager, his deputy or a member of the Executive Board chairs the meeting. The general meeting can only pass resolutions within the framework of these articles of association. Resolutions that impose financial obligations on members are not permitted.

2. The delegates are elected for 4 years. Re-election is permitted. The number of member representatives to the General Assembly is determined on the basis of the voting members living in the district, whereby the district is entitled to one delegate for every 750 members or part thereof. A delegate may be entrusted with several votes. However, a delegate may not have more than 3 votes, including the vote to which he/she is personally entitled.

3. All ordinary members who are not in arrears with their membership fees, have been members for at least one year and have their main place of residence in the respective district are entitled to vote. Voting rights are not transferable.

1. The General Assembly consists of the delegates and the members of the Advisory Board. It is chaired by the Chairman of the Executive Board. If he is unable to do so, one of the deputies shall chair the meeting.

2. The Annual General Meeting takes place every 4 years. It should be convened by the Board of Directors by June 30 in the year of the meeting. The meeting shall be convened at least 4 weeks in advance by written invitation.

3. Motions for the General Assembly must be submitted in writing to the attention of the Board of Directors at least two weeks in advance. The district management, the Advisory Board and the Board of Directors are entitled to submit motions.

4. It is the responsibility of the Annual General Meeting,

• a) to approve the annual report,
• b) to approve the annual financial statements and the auditors' report,
• c) to grant discharge to the Board of Directors, unless the Advisory Board decides on this in years in which there is no General Meeting,
• d) to elect the members of the Board of Directors and at least 2 auditors.

5. Extraordinary General Meetings shall be convened by resolution of the Board of Directors or the Advisory Board.

6. The General Meeting is quorate if more than half of those entitled to vote are present.

If this requirement is not met, a second General Meeting shall be convened with an interim period of no more than eight weeks with the same agenda. The second General Meeting may pass resolutions by a two-thirds majority of the votes cast, irrespective of the number of members present.

7. Votes are decided by a majority of votes. A tie vote is considered a rejection. Abstentions count towards the quorum, but not towards determining the majority.

8. Every member is entitled to attend the General Meeting as a listener, provided the room allows it.

9. The resolutions of the General Meeting are binding for all members. Minutes must be kept of the agenda, which must be signed by the chairman of the meeting and a member of the General Meeting.

1. Only members of the Association may be elected to the Executive Board; they must have been members for at least 3 years.

2. only members of the association may be elected to the district management and as auditors; they must have been members for at least 3 years.

3. only members of the Association may be elected as delegates; they must have been members for at least 1 year.

4. all offices in the bodies of the association are honorary offices.

The auditors are obliged to audit the accounts by inspecting the business and cash books and receipts. The results of the audit must be recorded in writing and presented to the Advisory Board or the General Assembly.

An amendment to the Articles of Association can only be resolved at a General Meeting with a two-thirds majority.

1. the dissolution of the Association requires the resolution of a General Meeting to be convened specifically for this purpose. The meeting is quorate if two thirds of all members are present. The dissolution can only be decided by a two-thirds majority of those present.

2. if these requirements are not met, a second General Meeting shall be convened with an interim period of no more than 8 weeks with the same agenda.
The second General Assembly may decide to dissolve the Association by a two-thirds majority of the votes cast, regardless of the number of members present.

3. upon dissolution, the assets of the Association shall be transferred to Wohnungs- und Baugenossenschaft “Mieterschutz” eG in Cologne.

The place of performance and jurisdiction for all claims is the registered office of the association.

These Articles of Association were adopted at the Annual General Meeting on July 3, 2019 with corresponding amendments to the Articles of Association of July 10, 2018, June 28, 2011, June 18, 2007, July 7, 2003, June 28, 2000, November 30, 1987, April 24, 1979 and May 24, 1973 and are entered in the register of associations of the Cologne Local Court under the number 4605.