RDA Constitution

§ 1

Name, domicile and financial year

1. The Federation bears the name “RDA International Coach Tourism Federation”.
2. The Federation was entered in the Register of Federations at the Wiesbaden Local Court on 08.02.1951 as “Reise-Ring Deutscher Autobusunternehmungen e.V. (RDA)”. The Federation retains the right to use its original name as an addition.
3. The Federation’s registered office is in Cologne.
4. Cologne is the place of jurisdiction.
5. Financial year is the calendar year.

 

§ 2

Purpose

1. The Federation pursues exclusively and directly public interest purposes in the meaning of the section “Tax-favoured purposes” of the German Fiscal Code.
2. Purpose of the Federation is to promote coach tourism and provide corresponding support and consulting for its members.
3. In order to achieve its purpose, the Federation undertakes amongst others the following tasks:
   a) Advising its members in matters of fundamental importance to the Federation according to § 6 section 2.
   b) Promoting mutual support and exchange of experience between the members.
   c) Promoting coach travel sales.
   d) Giving training to members with educational programmes such as seminars, Federation educational trips and similar.
   e) Cooperation with other federations, organisations and travel operators.
   f) Lobbying and representation of its members’ interests in tourism politics towards public authorities, organisations and the general public in Germany and abroad. Cooperation with and/or representation by other federations is also possible.
   g) Managing public relations
4. The Federation is altruistic in its actions and does not pursue primarily it’s own economic goals. The Federation is not oriented to profitable operation. The Federation is not entitled to exercise any control over the business activities of its members outside the Federation.
5. The Federation can become a member of other federations in order to promote its purposes.

 

§ 3

Membership

1. The Federation has members and honorary members domiciled in and outside of Germany.
2. Enterprises and organisations concerned with coach tourism are eligible for membership.
3. Persons who have rendered particular services in the promotion of coach tourism can be appointed as honorary members. Honorary members are exempt from membership fees and costs contributions.

 

§ 4

Acquiring membership

1. Membership applications must be submitted in writing to the executive board. Applicants for membership must enclose documentation showing the type and scope of their business operations. The executive board decides on the application after procuring information concerning the applicant from at least two members. Membership is acquired as soon as the applicant is notified that his application is accepted.
2. Honorary members, honorary chairmen and honorary presidents are appointed by the Annual General Meeting on the recommendation of the executive board.

 

§ 5

Ending membership

1. Membership ends
   a) by declaring withdrawal, which is only possible to the end of a calendar year with six months’ written notice.
   b) by exclusion if there is good reason for this, especially if:
   aa) the prerequisites for membership pursuant to the articles of constitution are no longer present,
   bb) the member has seriously offended against the articles of constitution,
   cc) despite two written warnings, the member is in arrears with an annual membership contribution or other due payments to the Federation,
   dd) the member has misused or attempted to misuse the Federation’s purpose or facilities or if the member has seriously offended against a membership obligation,
   ee) the member no longer disposes over his assets without restriction.
2. The excluded member can appeal against the exclusion to the Annual General Meeting within one month following receipt of the exclusion notification and the decision of the Annual General Meeting is final.
3. Forfeiture of membership does not release the member from financial obligations which came into being before membership effectively ended. The withdrawing member has no claim to the Federation assets or parts thereof.
4. As from the time of notification until membership ends, a member cannot assert any rights that would be effective beyond the time at which membership ends.

 

§ 6

Rights of the members

1. All members have equal rights.
2. The members are entitled to cost free consulting, advice and support in all matters recognisably in harmony with the purpose of the Federation (§ 2 section 2) and of fundamental significance for the majority of Federation members and not merely relevant to the individual case in question.
3. The members are entitled to take part in further training events, e.g. Federation educational trips, if they satisfy the requirements for participation decided from case to case by the executive board.
   Participating members are expected to assume an appropriate share of the costs of events.
4. Any member can be elected to any office within the Federation; this does not apply to the honorary executive board members and honorary presidents (§ 9 section 5 lit. g).

 

§ 7

Obligations of the members

1. The members are obligated to:
   a) Observe the articles of constitution.
   b) Actively and conscientiously collaborate in the Federation’s goals and follow the resolutions taken by the Annual General Meeting for this purpose.
   c) Give the information requested in order to promote the common interests and support the Federation with specialist experience for publications, announcements and submissions.
   d) Pay the contributions specified pursuant to the articles of constitution.
2. Even after membership of the Federation ends, the obligation remains not to disclose to third parties affairs of the Federation designated as confidential.

 

§ 8

Management bodies

1. The Federation's management bodies are:
   a) the general meeting,
   b) the executive board.
2. Election to the executive board, an advisory board or a committee is personal.
3. Positions in the management bodies, participation in committees and in the advisory board are honorary. With the exception of subsection 1 lit a) the accruing actual costs may be reimbursed upon application. This shall not affect the possibility of reimbursement of cash outlays and the approval of flat-rate reimbursement of expenses based on an appropriate resolution of the executive board.
4. Minutes shall be taken of the meetings of the management bodies, the advisory council and the committees and forwarded to the members of the bodies concerned. If objections to the minutes are not submitted within two weeks, they shall be deemed to be approved. Failing this, the body shall decide on the minutes at the next meeting.

 

§ 9

Annual General Meeting and extraordinary members’ meetings

1. The annual general meeting is the Federation's highest executive body.
2. An annual general meeting shall be held every business year in accordance with §32 BGB (German Civil Code).
3. The place and date of the annual general meeting and of the extraordinary members' meetings shall be determined by the executive board.
4. Written convening notices for the annual meeting shall be sent to all members in compliance with a time limit of three weeks and shall include the intended agenda. Motions that are to be placed on the agenda must be available in the business office not later than two weeks before the date of the meeting and forwarded by this office to the members without delay. A decision on a motion that is not on the agenda or that is not received in time is taken with a simple majority. Motions concerning the
   a) exclusion of a member,
   b) revocation of an appointment as member of the executive board,
   c) dissolution of the Federation,
   f) amendments to the constitution
   may not be dealt with as emergency motions.
5. The following matters in particular shall be subject to voting by the annual general meeting:
   a) the election of the executive board,
   b) the approval of the annual accounts and the ratification of the acts of management,
   c) the approval of the budget, setting the members' annual dues as well as possible admission fees and levies,
   d) the appointment of auditors,
   e) amendments to the constitution,
   f) appointment of honorary members,
   g) nominating members of the executive board who have retired from active executive board work and have made special contributions as honorary members of the executive board and as honorary presidents,
   h) the final decision on the exclusion of a member.
6. All members are entitled to vote. Each member has one vote. Votes may not be assigned.
7. A member who is not present at the annual general meeting may be elected if the willingness to accept the office is verified in writing to the returning officer at the time of the election.
8. A duly convened annual general meeting shall have a quorum regardless of the number of members attending. Voting takes place by means of a show of hands or by showing a voting card. The chair of the meeting shall have the voting carried out in secret if the Annual General Meeting wishes this by a simple majority of the votes cast.
9. Unless otherwise prescribed by law or the constitution the annual general meeting shall vote with a simple majority of the votes cast. A tied vote shall be deemed to be rejection. Abstentions and invalid votes shall be deemed not to have been cast and therefore do not count for the determination of whether a resolution has achieved the required majority. If the required simple majority is not achieved in the first ballot of an election, the person who achieves the relative majority in the second ballot is deemed to be elected.
10. The secretary, who was appointed by the chair, shall document resolutions of the annual general meeting in minutes, which shall be signed by the chair and the secretary.
11. Following a resolution of the executive board additional members' meetings may be convened as extraordinary meetings. An extraordinary members' meeting shall be convened within 30 days if an appropriate motion is submitted to the executive board by not less than one third of the members.
12. In particularly urgent cases the executive board may shorten the time limit for convening a members' meeting. In such cases members may submit motions up to the start of the meeting. § 9 (4) sentence 4 of the constitution shall apply analogously.

 

§ 10

Executive board

1. The executive board consists of
   the president,
   two vice-presidents,
   the treasurer
   and an additional three executive board members.
2. The executive board shall have at least (4) owners, shareholders or managing directors of coach companies as members. In addition, suitable persons from companies or organisations of the other branches of tourism shall be members of the executive board. Persons who have rendered outstanding services to the Federation or to coach tourism, or whose involvement is in the Federation's interest, may also be elected to the executive board.
3. Election to the executive board is personal. Elections to the executive board shall be carried out individually. If the required simple majority is not achieved in the first ballot, analogous to § 9 (9) the person who achieves a relative majority in the second ballot is deemed to be elected. The period of office starts with the acceptance of the vote and ends with the third AGM following the election. Re-election is permissible. For the rest, § 9 (8) and (9) apply to the election of the executive board.
4. Unless otherwise prescribed in the rules of procedure the president manages the Federation's current business. He may make use of a managing board for this purpose. § 8 (3) applies with regard to the President's expenses and any expense allowance for the President.
5. The managing board shall fulfil solely and directly the purpose referred to in § 2 in accordance with the statutory provisions and the provisions of the constitution.
6. The president and the two vice-presidents are the executive board for the purposes of § 26 BGB. The Federation is represented externally by the president alone or by the two vice-presidents acting jointly.
7. The executive board shall adopt rules of procedure.
8. The executive board shall carry out the resolutions of the members' meeting and submit suitable suggestions to the latter for achieving the Federation's goals, and shall provide the necessary information for setting the dues and for setting the budget.
9. A meeting of the executive board shall be called on demand by at least three members of the executive board.
10. The executive board decides with a simple majority. Honorary members of the board and the honorary president do not have any voting rights. The executive board shall have a quorum if more than half of its members are present.
11. The executive board is responsible
    a) for convening the annual general meeting and extraordinary members' meetings (§ 9 (3)),
    b) for appointing a member of the executive board to full-time employment for the Federation in accordance with a contract of employment whose term may be independent of the period of membership of the executive board and
    c) for establishing and liquidating trading companies.
12. Members of the executive board shall be obliged to secrecy with regard to notifications that they receive in case of § 7 (1) lit. c). This shall also apply to meetings of the executive board insofar as the subjects dealt with and the meetings' deliberations have been designated as confidential. This applies towards third parties for all the Federation's internal matters as well. The corresponding obligations shall also apply after the end of the period of office and after retirement from the Federation. After termination of a period of office as member of the executive board the former member of the executive board shall on demand by the executive board return all documents that he received for the work on the executive board.
13. The treasurer shall manage the Federation's assets in accordance with the instructions issued by the annual general meeting or the executive board.

 

§ 11

Working and expert committees

1. The executive board may establish working and expert committees. Care must be taken here that the composition of these committees is aligned to the type of the respective task. The committees shall elect the chairs and their deputies from among their members.
2. Voting in the individual committees shall be decided by a simple majority. In the event of an equal division of votes the chair shall have the casting vote or, in his absence, his deputy.
3. The chair, and if he is prevented, his deputy, shall have a seat and a vote on the executive board for the duration of the work of a committee as long and insofar as the committee's work is the subject of the meeting of the executive board.
4. The committees advise the chair and the executive board. Their resolutions are recommendations for the executive board. The executive board should take the committees' advice into account but is not bound by it.
5. The location and time of committee meetings shall be stipulated by agreement between the chairs of the committees and the Federation's managing board.
6. Executive board members and the Federation's advisers shall be entitled to attend committee meetings with an advisory vote.

 

§ 12

Advisory board

The executive board shall be entitled to establish expert advisory boards. Their task is to advise the executive board and the annual general meeting in important matters. §11 applies analogously.

 

§ 13

Contributions and allocations

1. The members pay contributions determined by the Annual General Meetings to finance the tasks of the Federation. The contributions are owed as from the beginning of the financial year.
2. The Annual General Meeting decides the amount of the contributions on the basis of the presented budget plan. The contributions may be of different amounts for different groups of members. The Annual General Meeting may determine assessment bases or a contribution scale on suggestion of the board. An increase in the contribution for the current business year is permitted.
3. The contribution is an annual fee; unless the executive board decides otherwise, the contribution must be paid for the entire year in which membership was acquired or in which it ends due to withdrawal or exclusion.
4. In the event of extraordinary expenses, the Annual General Meeting can resolve additional allocations if the contributions are insufficient to cover the Federation’s necessary costs. The allocation may be of a different amount for different groups of members. The allocation may not be higher than the respective contribution for the current business year.
5. A member who has not paid the due contribution within 14 days after the second payment demand is liable to be excluded as a result of default according to § 5 section 1 lit. b) c)).

 

§14

Appropriation of the Federation’s funds

1. The Federation’s funds may only be used for purposes in accordance with the articles of constitution. Members receive no payments from the Federation’s funds.
2. No person may benefit from expenditure foreign to the purpose of the Federation or receive disproportionately high remuneration.

 

§ 15

Financial reporting

1. The executive board shall submit a written financial report to the members for each expired business year at the latest with the convening notice for the AGM, in which the appropriation of the dues is verified by means of an overview of income and outgoings.
2. The members' meeting shall elect two auditors and two deputies. The term of office starts with the acceptance of the vote and ends with the second AGM followong the election. The auditors may not belong to companies that provide the members of the executive board. Re-election of auditors and deputies is permissible.
3. The auditors shall be obliged after preparation of the financial statements for the budget for the previous year to carry out the audit from an objective and computational aspect and to ensure that the expenses ranged in the framework of the budget. They shall prepare a written report on the results that shall be submitted to the executive board through the business office without delay but no later than six weeks before the AGM.
4. The auditors' audit report, like the report by the executive board, shall be submitted in writing to the Federation members three weeks before the AGM.
5. A budget shall be prepared for each business year in which the appropriated expenses are reciprocally coverable.

 

§ 16

Arbitration committee

1. In the event of serious differences of opinion the executive board may resolve to set up an arbitration committee. This shall consist of three members of which the two parties to the dispute shall each appoint one. These two members shall themselves by agreement appoint the third member, who must be qualified to be a judge. If the members appointed by the parties are unable to agree on the person of the third member within one month of a demand by one of the parties to the dispute, the third member shall be appointed by the Cologne Chamber of Industry and Commerce.
2. The arbitration committee shall hear the parties, who have to submit to it, on the disputed facts and circumstances and after clarification of the facts of the matter shall recommend measures that appear suitable to it. The arbitration committee's recommendation may also consist in applying for the exclusion of a member.
3. Legal disputes may only be brought before a court of law if the recommendation of the arbitration committee is not complied with within 30 days.
4. The provisions of the German Civil Procedure Rules (ZPO) shall apply for the rest.

 

§ 17

Amendments to the articles of constitution, dissolution of the Federation

1. A majority of two thirds of the votes cast shall be required for amendments to the articles of constitution.
2. The dissolution of the Federation may only be carried out by a members' meeting that is convened for this purpose by the executive board or on written application by at least half of the members. The resolution on the dissolution of the Federation shall require the approval of two thirds of the votes cast by the members in a roll call vote. §9(9) sentence 3 applies analogously. If a member is prevented, he may submit his vote on the dissolution motion to the executive board in writing. If there is no quorum, the next members' meeting with the same agenda that is convened in accordance with the articles of constitution shall have a quorum.
3. The members' meeting that resolves the dissolution of the Federation shall also determine the appropriation of the Federation's assets and the appointment of a liquidator.