Preamble
Unternehmerverband Historische Baustoffe e.V. Sicherung, Handel, Wiederverwendung
Postal address: PF 1517, 36005 Fulda
Architectural heritage is an irreplaceable expression of the richness and diversity of human culture. The conservation objective of preserving this heritage in its original location is a priority for us. Only when it is no longer possible to preserve historical buildings in their original location do we consider it our duty, for cultural-historical and ecological reasons, to preserve all or parts of these buildings for posterity through careful, selective demolition. The preservation of cultural assets and the conservation of resources are at the heart of our work. Every member of the Unternehmerverband Historische Baustoffe e.V. must base its activities on these principles.
§ 1 Name and registered office, scope and financial year
1.1 The name of the association is Unternehmerverband Historische Baustoffe e.V. Safeguarding - Trade - Reuse
1.2 It has its registered office in 78112 St. Georgen.
1.3 The association is registered in the register of associations of the local court of Freiburg im Breisgau.
1.4 The financial year is the calendar year.
§ 2 Purpose and tasks
2.1 The purpose of the association is to promote the sensible and responsible use of historical building materials. This purpose is realized in particular by
- 2.1.1. supporting, advising, promoting and representing its members in all technical, economic, legal and organizational matters!
- 2.1.2. representing the interests of its members vis-à-vis all federal, state and local authorities as well as public corporations.
- 2.1.3 Representation of interests vis-à-vis consumers of historic building materials.
- 2.1.4. exchange of experience and information between members.
- 2.1.5. general public relations work in the sense of raising awareness of the present and future significance of historic building materials among all relevant bodies and the preparation of corresponding information documents.
- 2.1.6. development and implementation of quality standards for historic building materials.
§ 3 Acquisition of membership
3.1 Ordinary members All natural and legal persons who are significantly active in the following specialist areas may become members of the Association:
- a) Securing historic building materials.
- b) Trade in historic building materials.
- c) Reuse of historic building materials.
3.2 Associate members (supporting members).
Natural or legal persons of all kinds may become members for the non-material and financial support of the Association as well as for informative and advisory participation in the Association, against payment of contributions but without voting rights.
3.3 Applications for membership must be submitted in writing to the Association's office. The applicant is obliged to provide the necessary information and must also acknowledge the binding nature of the Articles of Association sent to him/her by signing the declaration of membership before being accepted.
3.4 The members' meeting shall decide on admission. If the application is rejected, the Board of Directors is obliged to inform the applicant of the reasons for the rejection.
§ 4 Termination of membership
4.1 Membership of the association ends
- a) by voluntary resignation.
- b) by expulsion.
- c) in the case of natural persons, by death.
- d) in the case of legal entities, by expiry or liquidation.
4.2 Voluntary resignation shall be effected by written declaration to a member of the Executive Board. It is permissible at the end of a calendar year subject to a notice period of three months.
4.3 The Executive Board shall decide on expulsion. The decision must be communicated to the Executive Board by registered letter. Reasons for exclusion may be Gross violation of duties, dishonorable conduct detrimental to the association. An objection to the exclusion can be lodged by registered letter within a period of one month. The next general meeting shall make the final decision on the objection by a simple majority of votes, whereby the person concerned must be given the opportunity to justify their objection. All rights of the excluded member shall be suspended until the General Meeting has decided on the objection.
4.4 Upon termination of membership, all rights vis-à-vis the association shall lapse. Termination of membership does not release the member from fulfilling any existing obligations to the association.
§ 5 Rights and obligations of members
5.1 All members of the Association have the same rights and obligations. No person or company may be given preferential treatment.
5.2 Members are entitled to advice and support in all professional and economic matters, insofar as these fall within the Association's remit.
5.3 For their part, members are bound by the Articles of Association and by resolutions passed in accordance with the Articles of Association. In addition, they shall provide the Association with all possible support in the performance of its work.
5.4 In particular, members are obliged to provide information on the basis for calculating contributions, to pay contributions punctually and to respond to the Association's surveys.
§ 6 Finances
6.1 Membership fees and other income. In order to fulfill the purpose of the Association, in particular to cover the costs of setting up and maintaining the office, contributions shall be levied from the members.
6.2 The General Meeting shall decide on the amount of the contributions and their due date. In addition to the current contributions, the General Meeting may decide on special contributions (levies) for special purposes.
§ 7 Bodies of the association
7.1 The bodies of the Association are
- a) the Executive Board.
- b) the General Meeting.
7.2 The activities and functions of these bodies are regulated in more detail below.
§ 8 The Executive Board
8.1 The Board of Directors consists of two directors with equal representation. Each of them is authorized to represent the company alone.
8.2 The Executive Board is responsible for all matters of the Association, unless they are assigned to another body of the Association by the Articles of Association.
8.3 It has the following tasks in particular:
- a) Preparing the General Meeting, drawing up the agendas, convening the General Meetings. The first chairman chairs the general meetings and the board meetings.
- b) Implementing the resolutions of the general meetings.
- c) Supervision of the management.
8.4 The members of the Executive Board are elected by the General Meeting for a term of 2 years. They remain in office until a new Board is elected.
8.5 All board members to be elected must be elected individually. Only ordinary members of the Association are eligible for election.
8.6 If a member of the Board of Directors resigns during the term of office, the Board of Directors may elect a replacement member for the period until the next General Meeting. The General Meeting shall elect a new replacement member.
8.7 The Board of Directors passes its resolutions in Board meetings, which must be convened by the Chairman with a notice period of three days.
8.8 The resolutions are to be recorded in minutes for evidence purposes and signed by at least two chairpersons.
§ 9 General Meeting
9.1 The Ordinary General Meeting shall be convened at least once a year by the Chairman of the Board of Directors or on his behalf by the office in writing with at least three weeks' notice and notification of the agenda.
9.2 Motions from members that are to be added to the agenda of the ordinary general meeting must be submitted to the office in writing at least two weeks before the date of the meeting. They must be communicated to the members without delay. The General Meeting shall decide on later requests for additions to the agenda.
9.3 The General Meeting has the following tasks in particular:
- a) Election of the members of the Executive Board.
- b) Acceptance of the Chairman's annual report.
- c) Acceptance of the duly audited annual accounts and resolution on the discharge of the Board of Directors.
- d) Determination of the membership fee.
- e) Resolution on amendments to the Articles of Association and dissolution of the Association.
- f) Appointment of the auditors.
9.4 The General Meeting shall constitute a quorum if 33% of the members entitled to vote are present. If there is no quorum, a General Meeting with the same agenda can be convened within two weeks, for which the presence of a certain number of members does not apply.
9.5 The General Meeting passes its resolutions by a simple majority of the members present and entitled to vote. Amendments to the Articles of Association and resolutions on the dissolution of the Association require a majority of three quarters of the voting members present.
9.6 Two additional voting rights may be transferred to a member with voting rights. The transfer of voting rights must be evidenced in writing.
9.7 Minutes shall be taken of the resolutions of the General Meeting, which shall be signed by the Chairman and the Managing Director.
9.8 If a member is more than 6 months in arrears with the payment of contributions, the right to vote expires.
9.9 Any vote of the members may, if the Board deems it sufficient, be taken in writing by post.
§ 10 Extraordinary General Meeting
10.1 The Board of Directors may convene an Extraordinary General Meeting at any time.
10.2 This must be convened if the interests of the Association so require, or if one fifth of all members request it in writing, stating the purpose and reasons.
§ 11 Dissolution of the Association
11.1 The dissolution of the Association may be resolved by three-quarters of the votes cast at a General Meeting convened specifically for this purpose.
11.2 If the General Meeting has resolved to dissolve the Association in accordance with the provisions of these Articles of Association, any assets remaining after all liabilities have been met shall be repaid to the members.
11.3 Unless the General Meeting decides otherwise, all members of the Board of Directors shall be the jointly authorized liquidators of the Association.
The above Articles of Association were established at the founding meeting on 25.09.1992 and amended at the General Meeting on 14.06.2025.
Vilsen, June 14, 2025
The board members Sabine Prenzel and Alexandra Sauer-Bug.