§ 1 Name and Registered Office of the Association, Financial Year

1. The association bears the name „eurofactura – Verein zur Förderung der E-Rechnung in Europa” („eurofactura“). It is to be entered in the register of associations and will thereafter bear the suffix „e.V.”.
2. The association has its registered office in Bielefeld.
3. The financial year is the calendar year.

§ 2 Purpose, Non-Profit Status of the Association

1. The association promotes paperless business processes. In particular, it supports the development, dissemination, and use of electronic invoices, from invoicing through electronic processing to legally compliant archiving. It aims to strengthen the interests of users of electronic invoices in Europe and to promote their access to open, interoperable, and practical solutions. The target groups include, in particular, self-employed individuals of all sizes, public and civil-society organizations, as well as their service providers in the field of finance and accounting.
2. The association pursues exclusively and directly non-profit purposes within the meaning of the section „Tax-Privileged Purposes” of the German Fiscal Code (Abgabenordnung).
3. The purposes of the association are realized in particular through:
   1. participation in the analysis and development of digital standards in the field of electronic invoices, both nationally and internationally;
   2. the promotion of exchange and networking between users, research, public administration, and technology providers.
   3. the development and publication of tools and applications for use in electronic invoicing, e.g. software for creating invoices or validation software;
   4. the establishment of open certification, validation, and interoperability standards for software solutions and professionals in the field of e-invoicing and digital reporting systems;
   5. the organization of developer days and continuing education events for companies and public administration;
   6. the organization of scientific events;
   7. the professional advising and instruction of, for example, ministries, public authorities, and associations, including with regard to the possible applications of electronic invoices and the associated business processes in companies and public administration;
   8. the development of training standards for teaching;
   9. the publication of freely accessible materials as well as the timely publication of the association’s findings and openly available guidance;
   10. the professional education and information of the public, including as a point of contact for the media.
4. The association acts selflessly; it does not primarily pursue its own economic interests.
5. The funds of the association may be used only for the purposes set out in the statutes.
6. Members do not receive any payments from the funds of the association.
7. The association is entitled to establish or hold interests in corporations, insofar as their activities are compatible with the purpose of the association set out in § 2. The rights of the association as a shareholder of the corporation are exercised by the Board.
8. No person may benefit from expenditures that are alien to the purpose of the association or from disproportionately high remuneration.

§ 3 Acquisition of Membership

1. Any natural or legal person may become a member of the association.
2. Admission to the association must be applied for to the Board. In the case of minors, the application for admission must be submitted by their legal representatives. The Board decides on the application for admission at its own discretion. It is not obliged to state reasons to the applicant for a rejection of the application.
3. For group companies, each legally independent company entered in the commercial register, the cooperative register, or the register of associations must apply for its own membership.
4. Upon a proposal by the Board, the general meeting may appoint members or other persons who have rendered outstanding services to the association as honorary members for life.
5. Members who actively co-founded the association and adopted its statutes at the founding meeting are founding members. Founding members are exempt from the obligation to pay dues.

§ 4 Termination of Membership

1. Membership in the association ends upon death (in the case of legal persons, upon their dissolution), withdrawal, or expulsion.
2. Withdrawal must be declared to the Board in writing or in text form. Withdrawal may be declared only with a notice period of three months effective at the end of the financial year.
3. A member may be expelled from the association by resolution of the general meeting if they
   1. culpably damage the reputation or interests of the association in a serious manner, or
   2. are in arrears with the payment of their membership dues by more than three months and have failed to pay the arrears despite a written reminder threatening expulsion.

   The member must be given the opportunity to comment on the grounds for expulsion at the general meeting. These grounds must be communicated to the member at least two weeks in advance.

§ 5 Rights and Obligations of Members

1. Every member has the right to use the facilities of the association and to take part in joint events. Every member has equal voting and election rights at the general meeting.
2. Every member has the obligation to promote the interests of the association, in particular to pay their membership dues regularly and, to the extent within their power, to support the life of the association through their cooperation.
3. Members are not permitted to use events of the association (in particular meetings of working circles and working groups) to recruit staff from one another or to promote sales.
4. Members undertake to comply fully with the applicable antitrust regulations under German and European law.

§ 6 Membership Dues

1. Every member must pay an annual membership fee, payable in advance.
2. The amount of the membership dues is set by the general meeting in a dues policy. The dues policy is proposed by the Board of the association.
3. Honorary members are exempt from membership dues.

§ 7 Bodies of the Association

The bodies of the association are the Board, the general meeting, and the advisory council.

§ 8 Board

1. The Board consists of the chair, the deputy chair, and the treasurer.
2. The chair, the deputy chair, and the treasurer each represent the association individually.
3. The members of the Board may be paid remuneration.
   The general meeting decides on the amount of the remuneration.

§ 9 Duties of the Board

The Board of the association is responsible for representing the association pursuant to § 26 BGB (German Civil Code) and for conducting its business. It has, in particular, the following duties:

1. convening and preparing the general meetings, including drawing up the agenda,
2. implementing resolutions of the general meeting,
3. managing the association’s assets and preparing the annual report, and
4. the admission of new members.

§ 10 Appointment of the Board

1. The members of the Board are elected individually by the general meeting for a term of two years. Only members of the association may be members of the Board; membership on the Board ends upon termination of membership in the association. Re-election or early removal of a member by the general meeting is permitted. After the expiry of the regular term of office, a member remains in office until their successor is elected.
2. If a member leaves the Board early, the remaining members of the Board are entitled to elect a member of the association to the Board until the successor is elected by the general meeting.

§ 11 Deliberation and Resolutions of the Board

1. The Board meets as required. Meetings are convened by the chair, or in the event of their being unavailable, by the deputy chair. A notice period of one week should be observed. The Board has a quorum if at least two members are present. In the event of a tie, the vote of the chair, or in the event of their being unavailable, that of the deputy chair, is decisive.
2. The resolutions of the Board must be recorded in minutes. The minutes must be signed by the minute-taker and by the chair, or in the event of their being unavailable, by the deputy chair or another member of the Board.

§ 12 Duties of the General Meeting

The general meeting is responsible for decisions on the following matters:

1. amendments to the statutes,
2. the setting of membership dues,
3. the appointment of honorary members and the expulsion of members from the association,
   the election and removal of the members of the Board,
4. the acceptance of the annual report and the discharge of the Board, and
5. the dissolution of the association.

§ 13 Convening the General Meeting

1. The Board must convene an ordinary general meeting at least once a year, if possible in the first quarter. The meeting is convened in writing or in text form, observing a notice period of two weeks and stating the agenda.
2. The Board sets the agenda. Every member of the association may, up to one week before the general meeting at the latest, request the Board to add an item to the agenda. The Board decides on the request. Motions concerning the agenda that have not been included by the Board or that are raised for the first time at the general meeting are decided by the general meeting by a majority of the votes of the members present; this does not apply to motions concerning an amendment to the statutes, changes to the membership dues, or the dissolution of the association.
3. The Board must convene an extraordinary general meeting if the interests of the association so require or if at least one tenth so request in text form, stating the purpose and the reasons.

§ 14 Resolutions of the General Meeting

1. The general meeting is chaired by the chair of the Board, or in the event of their being unavailable, by the deputy chair, and in the event of the latter being unavailable, by a meeting chair.
2. The general meeting has a quorum if at least one third of all members of the association are present. If there is no quorum, the Board is obliged to convene, within four weeks, a second general meeting with the same agenda. This meeting has a quorum regardless of the number of members present. This must be pointed out in the invitation.
3. The general meeting passes resolutions by open vote with a majority of the votes of the members present. Resolutions on an amendment to the statutes require a three-quarters majority; the resolution on a change of purpose or the dissolution of the association requires the approval of nine tenths of the members present.
4. Minutes must be drawn up on the course of the general meeting and the resolutions passed; these must be signed by the minute-taker and the meeting chair.

§ 15 Advisory Council

1. The Board of the association may set up a professional and strategic advisory council to advise it on matters relating to science, business, technology, law, politics, and public administration.
2. The advisory council is composed of representatives of the various groups of members as well as external experts and represents, in particular, the practical interests of users from business, public administration, and civil society.
3. The members of the advisory council are appointed by the Board. In doing so, care should be taken to give balanced consideration to founding members, supporting members, user organizations, and professional expertise.
4. Supporting members may belong to the advisory council in an advisory capacity, provided that they so wish and the Board consents.
5. The advisory council is not a body within the meaning of association law (§ 26 BGB), but it has rights of participation in:
   1. setting the association’s professional priorities,
   2. the design of event and training formats,
   3. the further development of the certification and information offerings,
   4. strategic partnerships and public relations.
6. The advisory council meets at least once a year. The Board may invite it to further meetings or consult the advisory council upon request.
7. The rules of procedure of the advisory council are drawn up by the Board in agreement with the advisory council.

§ 16 Management

1. The Board may appoint a managing director to handle day-to-day business.
2. The appointment is made by means of written service contracts that govern the duties, the authority, the remuneration, and the term of the contract.
3. The duties and the allocation of duties of the managing director are to be governed by rules of procedure adopted by the Board.

§ 17 Dissolution of the Association, Termination for Other Reasons, Loss of Tax-Privileged Status

1. In the event of the dissolution of the association, the chair of the Board and the deputy chair are jointly authorized liquidators, unless the general meeting appoints other persons.
2. Upon dissolution or termination of the association or upon the loss of tax-privileged purposes, the assets of the association pass to the v. Bodelschwinghsche Stiftungen Bethel, Königsweg 1, 33617 Bielefeld, which must use them directly and exclusively for non-profit purposes.
3. The foregoing provisions apply accordingly if the association is deprived of its legal capacity

Download the Statutes