Statutes

European Bitcoin Energy Association (EBEA) e. V.

I. NAME, SEAT, ORGANISATION

§1 Name, Seat, Fiscal Year

  1. The association has the name „European Bitcoin Energy Association (EBEA)„. It shall be registered in the register of associations. After its registration the name shall be „European Bitcoin Energy Association (EBEA) e.V.“
  2. The association has its seat in Augsburg.
  3. The fiscal year is the calendar year.

§2 Purpose

  1. The purpose of the association is to educate about bitcoin mining and its relationship with energy infrastructure in the European Union.
  2. The purpose of the statutes is realized in particular by
    a) Developing the understanding of Bitcoin mining and its relationship with energy infrastructure amongst energy industry experts and government organizations
    b) The collection, analysis, and presentation of data on Bitcoin mining and its relationship with energy infrastructure in the European Union and beyond
    c) The elaboration and provision of information material, studies and publications;
    d) Development and distribution of best practices and promotion of exchange on the
    association’s substantive issues
    e) Attracting and inspiring a wide range of members
    f) Carrying out informative events especially with industry experts and relevant government bodies to enable informed political decisions.

§3 Association Boards

  1. The boards of the association are:
  • the general meeting,
  • the board of directors,
  1. The board of directors can establish an administration office for the performance of tasks.

II. MEMBERSHIP

§4 Acquisition and loss of membership

  1. Any natural person of full age or any legal entity with special expertise, knowledge or multiplier effect in the areas of Bitcoin, Bitcoin mining and energy infrastructure or that is active in these areas may become an ordinary member.
  2. The board of directors decides on the written application for membership at its own discretion.
  3. A refusal is unappealable. The general meeting may establish further criteria for the admission of members in admission rules, which shall be adopted by simple majority.

§5 Termination of membership

  1. The membership ends by resignation, exclusion, or death.
  2. The resignation must be declared in writing to a member of the board of directors. It can only be declared with a notice period of three months to the end of a business year.
  3. A member may be excluded from the association by resolution of the board of directors if it/he/she grossly violates the interests of the association. An exclusion can be considered in particular
  4. because of considerable violation of obligations according to the statutes,
  5. because of a serious violation of the interests of the association.
  6. The executive board must give the member the opportunity to comment verbally or in writing before the decision is made; the member must be requested to do so in writing within a minimum period of ten days. The decision on exclusion must be justified in writing and communicated to the member. The member may appeal against the decision to the general meeting. The appeal must be made in writing to the executive board within a period of three weeks after the decision has been sent. The general meeting has the final decision.

§6 Membership fees

  1. Membership fees shall be raised by annual contributions from the members.
  2. The general meeting shall adopt a regulation on membership fees in which the amount of the annual contributions and their due date shall be determined. Changes to the contribution rules fall in responsibility of the executive board as long as the general meeting does not pass a resolution on a new or changed contribution rule.

 §7 Rights and Obligations

  1. Members are entitled to participate in the events of the association and to use the facilities and equipment of the association within the scope of the purpose of the association.
  2. Each member is obliged to behave according to the statutes and other regulations of the association and to pay the membership fees. All members are obliged to show mutual consideration.
  3. Members are entitled to participate and vote in the general meeting

§8 General Meeting

  1. The general meeting shall take place once a year.
  2. The general meeting is responsible for
  3. Acceptance of the reports of the executive board,
  4. Acceptance of the report of the cash auditors,
  5. Discharge and election of the executive board,
  6. Election of the cash auditors,
  7. Determination of contributions and apportionments as well as their due date, insofar as this is not left to the executive board,
  8. Approval of the budget,
  9. Adoption of a resolution on admission rules for the admission of members,
  10. Adoption of resolutions on the amendment of the articles of association and on the dissolution of the association,
  11. Decision on the exclusion of members in cases of appeal,
  12. Resolutions on applications.

§9 Extraordinary General Meeting

An extraordinary general meeting shall be held if the interests of the association require it or if 1/5 of the members request it in writing to the executive board, stating the reasons.

§10 Convocation of the General Meeting

  1. The general meeting shall be convened by the board of directors with a notice period of two weeks in writing, stating the agenda. The written form is complied with by e-mail. The period begins on the day following the dispatch of the letter of invitation. The letter of invitation shall be deemed to have been received by the member within three working days of dispatch if it is addressed to the last address provided by the member to the association. The agenda is set by the executive board.
  2. Proposals to supplement the agenda may be contributed by any member. They shall be submitted to the executive board in writing with a statement of reasons one week before the meeting. The chairman of the meeting shall announce the supplement at the beginning of the meeting.
  3. The general meeting shall decide on the proposals to supplement the agenda, which are only submitted at the general meeting, by a simple majority of the valid votes cast.
  4. Proposals to amend the articles of association must be communicated in the exact wording with the invitation to the general meeting, stating the paragraph to be amended or reworded.

§11 Resolution of the General Meeting

  1. The general meeting shall be chaired by the chairman of the board, or if he is unable to attend by the vice-chairman or the treasurer. If none of these board members is present, the meeting shall appoint the chairman by a simple majority of the votes cast. The chairman of the meeting appoints a secretary.
  2. The general meeting has a quorum if at least 1/4 of the members are present. In the event of a non-quorum, the board is obliged to convene a second general meeting with the same agenda within two weeks. This has a quorum regardless of the number of members present, which must be pointed out in the invitation.
  3. General meetings, elections and resolutions may also take place by circulation procedure or by the use of telecommunications or video technology, provided that no more than 1/5 of the ordinary members object to this procedure in writing.
  4. Resolutions shall be passed by a simple majority of the valid votes cast; in the event of a tie vote, the vote of the chairman of the meeting shall be decisive. Abstentions are considered not to have been cast and are therefore invalid. Written or secret voting shall only be held at the request of at least 1/3 of the ordinary members present.
  5. In elections the person who has received more than half of the valid votes cast shall be elected. If no one received more than half of the valid votes cast in the first round, a run-off election will be held between the two candidates with the most valid votes. In the event of a tie-vote in the run-off election, the lot decides.
  6. Amendments to the articles of association can only be passed with a majority of 3/4 of the valid votes cast. To change the purpose of the association or to dissolve the association, a majority of 4/5 of the valid votes cast is required.
  7. Minutes shall be taken of the resolutions of the general meeting, which shall be signed by the chairman of the meeting and the secretaries.

Decisions taken are kept in a collection of resolutions. It shall contain the following statements:

  1. place, time and nature of the meeting,
  2. the agenda,
  3. the chairman of the meeting,
  4. the secretary,
  5. the number of members present,
  6. the individual results of the vote and the method of voting.

§12 Voting rights and eligibility

  1. Only members shall have the right to vote. The right to vote and to stand for election can only be exercised in person. Members who, exceptionally, do not have the right to vote may participate in the general meeting.
  2. All members may be elected or appointed to the organisation.

III. BOARD OF DIRECTORS

§13 Board of Directors

  1. In accordance with section 26 of the German Civil Code (BGB), the Executive Board shall consist of at least three and at no more than seven persons, including
    1. the chairman,
    2. the vice-chairman,
    3. the treasurer (auditor),
  2. The association is represented in and out of court by two members of the executive board jointly or by the chairman alone.
  3. The combination of several board positions in one person is not permitted.
  4. The members of the board of directors are generally volunteers and act free of charge. They are entitled to reimbursement of reasonable expenses incurred. The general meeting may decide on appropriate remuneration for individual or all members of the executive board.

§14 Responsibilities of the Executive Board

  1. The board of directors conducts the business of the association in accordance with the articles of association and the resolutions of the general meeting.
  2. In particular, the executive board is responsible for:
    1. the execution of resolutions of the general meeting,
    2. delegation of tasks to and order and supervision of the administration office,
    3. determination of the fee regulations, insofar as this is not taken over by the general meeting,
    4. the keeping of the books as well as the preparation of the budget and the annual financial statements,
    5. the adoption of resolutions on the admission and exclusion of members.

§15 Term of Office of the Executive Board

  1. The board of directors is elected by the general meeting for a period of five years. The term of office of the board of directors begins with the election, but it remains in office after the expiry of the term until a new election is held. The re-election of a member of the executive board is permissible.
  2. The first members of the board are elected by the founding members.
  3. With the termination of the association’s membership, the membership in the association’s board also ends. If a member of the executive board resigns prematurely, the remaining members of the executive board shall appoint a successor for the remainder of their term of office.

§16 Resolution of the Executive Board

    1. The board of directors shall pass its resolutions in meetings by a simple majority of the votes cast. The board of directors has a quorum if at least half of its members are present. In the event of a tie vote, the chairman shall have the casting vote, and in the absence of the chairman, the vice-chairman’s vote shall be decisive.
    2. The chairman, or the vice-chairman in his absence, shall convene and chair the meetings of the board of directors. Board meetings take place when the interests of the association require it, but at least once a quarter. The resolutions of the executive board are to be recorded and signed by the chairman of the meeting.
    3. The board of directors may also pass its resolutions by written or telephone procedure or in a video conference, provided that no member of the board objects to this procedure.

§17 Administration Office

  1. The board of directors is entitled to establish an administration office to support the board of directors.
  2. The office is responsible for:
    1. the day-to-day management and fulfillment of tasks in coordination with and depending on the executive board,
    2. the assumption of assistance and secretariat,
    3. communication in association matters internally (members and organs) as well as externally (public, press, cooperation with other organizations).
  3. The office may employ full-time managing directors and full-time or volunteer employees.

§18 Cash audit

    1. The general meeting shall elect two persons as auditors for a period of one year. They may not be members of the executive board. Re-election is permissible.
    2. The auditors shall examine the cash register of the association, including the books and receipts, at least once a fiscal year, both objectively and arithmetically, and shall report to the board in writing. The auditors submit an audit report to the general meeting and, if the cash transactions are properly conducted, request the discharge of the treasurer and the other members of the board.

IV. GENERAL PROVISIONS

§19 Confidentiality and communication rules

  1. The members of the association treat the affairs of the association confidentially, in particular the contents of the association’s work, work results and contents of discussions.
  2. The communication of the association to the outside world takes place exclusively through the bodies designated for this purpose and the persons authorized by the board. There is no direct communication by members of the association to the outside world.
  3. If a member of the association violates the communication regulations of the association, this constitutes a gross violation of the obligations as a member of the association.

§20 Dissolution of the Association and Accrual of Assets

    1. The dissolution of the association can be decided in an ordinary or extraordinary general meeting with the statutory majority of votes. Unless otherwise decided by the general meeting, the chairman and the vice chairman are jointly authorized liquidators. The above provision shall apply mutatis mutandis in the event that the association is dissolved for any other reason or loses its legal capacity.
    2. In the event of dissolution or annulment of the Association, the General Meeting shall decide on the use of the Association’s assets. If such a resolution is not passed, the assets of the Association shall accrue to the members present at the time of dissolution in equal shares.

§21 Applicable Law and Language

  1. The law of the Federal Republic of Germany is applicable to the association and these statutes.
  2. In any case of doubt, the German version of the statutes precede.