VPP statutes
In the current version, valid since 18 May 2021.
VPP office: Rubianusstraße 8, 99084 Erfurt
Article 1
The name and registered office of the Association
(1) The Association is called: VPP
(2) The registered office of the Association is in Frankfurt (Main). It is entered in the Register of Associations under No. VR 5008.
Article 2
The object of the Association
(1) The Association is a voluntary association of people whose work involves the protection of industrial and intellectual property.
(2) The Association is committed to carrying out the following tasks:
a) representing the professional interests of its members, particularly with regard to the advisory and representational powers of members under permanent employment contracts in industry,
b) providing professional and technical support to its members,
c) nurturing personal relationships between members,
d) providing initial and further specialist training for those involved in the protection of industrial and intellectual property, including their specialist staff,
e) maintaining contacts with institutions, particularly with authorities, courts, corporations, associations and societies having the same or similar remits at a national or international level,
f) supporting legislative bodies and institutions in all matters associated with the protection of industrial and intellectual property, particularly in relation to legislation covering employment law.
(3) In the performance of its tasks, the Association may join other national or international institutions or associations.
(4) The Association only pursues not-for-profit aims and pursues these aims directly. No purchasing or other profit-making, political or ideological objectives of any kind are pursued. Any profits may only be used for purposes as set out in the statutes.
Article 3
The organs and structure of the Association
(1) The organs of the Association are as follows:
1. the General Meeting
2. the Committee
3. the Whole Board.
(2) The Association is divided into Regional Groups whose area boundaries are set by the Whole Board, particular attention having to be paid here to the number of members in the corresponding area and organizational factors.
A member who lives in an area covered by a specific Regional Group belongs to that Group. They can join another Regional Group if they wish.
(3) All Association posts are honorary posts. However, the holders of posts are reimbursed any necessary expenses incurred in connection with their activities according to the guidelines to be set by the Committee.
Article 4
Membership and the rights and duties of the members
(1) Any natural person whose work involves the protection of industrial and intellectual property can join the Association, particularly patent engineers, holders of a certificate of representation, patent assessors, patent attorneys, attorneys at law and other professional representatives before the European Patent Office or the Office for Harmonization in the EU Internal Market.
(2) Applications for membership are to be submitted to the Committee in writing along with the following documents:
a) a brief CV containing details, in particular, of the number of years and the scope of previous activities in the industrial property field and any qualifications acquired in this field,
b) a written declaration that the applicant is aware of the statutes and will recognize them as binding if accepted as a member.
(3) The Committee or a person appointed by the Committee decides whether to accept an applicant. The applicant is to be notified of the decision. No reasons have to be given for any refusal.
(4) Unless the General Meeting so decides by simple majority not to apply this rule in any given case, members can only be elected to the Committee after they have been members for five years.
(5) Each member has to pay fees set by the General Meeting free of charge to the Association treasury. The annual fee is to be paid no later than 31 March of each calendar year.
(6) Membership comes to an end as a result of departure, death or exclusion.
A member can only leave at the end of a calendar year.
The Committee decides on any exclusion after hearing the arguments of the member concerned. A member is excluded if they carry out acts that are a gross breach of their duties towards the Association or a gross contravention of the dignity of the Association and/or its members.
The Committee can exclude a member without a hearing if they fail to pay their fee despite two written reminders.
(7) In special cases, the Committee can waive some or all of the fees.
(8) At the Committee’s request, the General Meeting can appoint as honorary members people who have made a special contribution to the Association and the achieving of its objectives. Honorary members are exempt from paying annual fees.
Article 5
The General Meeting
(1) An Ordinary General Meeting is to be convened by the Committee in the first half of every second calendar year.
(2) The date, place and agenda are set by the Committee and notified to all members by written invitation at least two weeks before the General Meeting.
(3) Motions for inclusion on the agenda are to be submitted to the Committee with written reasons no later than 31 December of the previous year. Motions received thereafter are to be presented to the General Meeting for consultation and a decision if they have been accepted for discussion by the General Meeting by simple majority.
(4) The General Meeting has a quorum if it has been convened in accordance with the statutes. Any member can transfer their vote to another member before a vote is taken through informal written proxy.
(5) The General Meeting determines the general guidelines for the Association’s work. It decides on any amendments to the statutes and removes Committee members from and elects Committee members to the posts listed under Article 6(1).
(6) The General Meeting elects two cash auditors who audit the Association’s cash status within the first quarter of each year following the end of a calendar year and have to notify the Committee of the result. The General Meeting has to be informed accordingly.
(7) The General Meeting sets the annual fee and any special fees at the Committee’s request.
(8) Decisions are taken by the General Meeting by simple majority of the valid votes cast at the General Meeting, abstentions being disregarded when calculating majorities. Any amendments to the statutes require a 3/4 majority, whilst any amendments to the object (Article 2) require a 5/6 majority.
(9) Extraordinary General Meetings are to be convened within 4 weeks following a decision by the Committee or following receipt of a written request from at least 10% of the Committee members. When a meeting is convened, members are to be notified of the agenda and the motions to be discussed along with their reasons. Otherwise, the same duties and rules apply to Extraordinary General Meetings as apply to Ordinary General Meetings.
(10) Minutes are to be taken of General Meeting decisions, these minutes having to be signed by the Chair and the Secretary.
Article 6
The Committee
(1) The Committee is made up of at least five members, that is to say the Chair, the Vice-Chair, the Treasurer, the Secretary and at least one Observer.
(2) The General Meeting elects the Chair and the other members of the Committee for two terms of office, a term of office lasting from one Ordinary General Meeting to the next Ordinary General Meeting.
The Chair and at least 2/3 of the other Committee members must, upon election, largely be carrying out their activities under a service or employment contract in industry.
Re-election is permitted.
(3) In terms of the responsibilities involved, both terms of office of any Committee member begin at the General Meeting at which they are elected. If the Chair or any other member of the Committee leaves prematurely, a new election has to be held at least before the next Ordinary General Meeting. Upon election at an Extraordinary General Meeting, the first term of office of the member elected there comes to an end at the next Ordinary General Meeting.
(4) The Committee conducts the business of the Association.
(5) The Board of the Association within the meaning of Article 26 of the German Civil Code are the Chair and the Vice-Chair. Each of them represents the Association on their own. In the internal relationship of the Association, the Vice-Chair may only act if the Chair is unable to do so, this inability not having to be proven.
(6) The Committee can draw up its own rules of procedure. It also decides on the further distribution of tasks within the Committee, particularly in terms of regional responsibility for the Regional Groups within the Committee.
(7) Committee meetings are convened by the Chair as required. Minutes have to be taken of each Committee meeting. The Committee has a quorum if three of its members are present, provided this includes the Chair and/or the Vice-Chair and provided all Committee members have been invited.
Committee decisions are reached by a majority of the votes of the Committee members present at the Committee meeting. If there is a tied vote, the Chair’s vote is decisive subject to paragraph (6).
The Committee can also reach decisions in writing or orally. The result of such a decision has to be recorded in the minutes of the next Committee meeting.
(8) The Committee can call upon individuals or panels of experts for advice, particularly in relation to matters concerning tasks according to Article 2(2).
The Spokesperson (Article 8(2)) of a Regional Group has to be invited to attend Committee meetings that specifically have on their agenda a matter relating to that Regional Group.
If non-members of the Association are acting on its behalf, remuneration may be paid subject to a decision by the Committee.
Members of the Association who have been invited to attend Committee meetings have an advisory vote.
Article 7
The Whole Board
(1) The Whole Board is made up of members of the Committee and Regional Group Spokespersons according to Article 8(2) and other members appointed by the Committee by majority vote for the current term of office.
(2) Whole Board meetings are convened by the Chair in consultation with the Committee as required, but at least annually. Otherwise, the provisions of Article 6(6), (7) and (8) apply mutatis mutandis.
(3) The Whole Board is responsible
a) pursuant to Article 3(2), for setting the area boundaries of the Regional Groups,
b) for setting framework guidelines for the work of Regional Groups and monitoring compliance thereby and
c) for the specialist work of the Association.
Article 8
Regional Group meetings
(1) In each Regional Group, an ordinary Regional Group meeting is to be convened every two years. An extraordinary Regional Group meeting is to be convened by the Regional Group Spokesperson or on written request by at least ten members of the Regional Group.
(2) The Regional Group meeting sets guidelines for the work carried out by the Regional Group based on the framework guidelines pursuant to Article 7(3)(b) set by the Whole Board. It removes and elects the Regional Group Spokesperson and, if required, one or more deputies from amongst its members. Article 6(2) and (3) apply mutatis mutandis.
(3) Article 5(2), (4), (8), (9) and (10) apply mutatis mutandis to Regional Group meetings.
Article 9
The work and organization of the Regional Groups
(1) The Regional Group Spokesperson is responsible for the work of the Regional Group and carries it out whilst keeping the Committee informed and collaborating with it. It endeavours, in particular, to promote personal contact between members of the Regional Group, for example by holding regular events.
(2) One member of the Committee is responsible for each Regional Group (Article 6(6)).
(3) The individual Regional Groups are given a funding framework for their work which is determined according to a ratio to be set by the Committee based on the number of Regional Group members and the number of events organized by the Regional Group under its own responsibility. The Regional Group Spokespersons are obliged to organize the work of the Regional Group as cost-effectively as possible. The cash management of Regional Groups is carried out according to rules laid down in the law governing associations under the supervision and audit by the Treasurer of the Association.
Article 10
Manager
(1) The Committee can appoint a manager to conduct the business of the Association.
(2) The manager is a member of the Association Committee.
(3) The manager is responsible for the following in particular:
- Conducting VPP business together with the office
- Monitoring the office’s work
- Organizing VPP conferences together with the office and managing them as the Committee member responsible for them
- Organizing seminars and preparation courses for the German patent attorney exam together with the office
- Acting as a point of contact for VPP’s Regional Groups
- Organizing VPP meetings of members
- Managing presentations given by experts at “”conferences / seminars“”
- The Committee may give the manager responsibility for further activities.
- The manager is entitled to reimbursement to be set by the Committee.
Article 11
Member meetings
(1) When convening meetings, the Committee can allow members
a) to participate in meetings of members without being present at the meeting venue and to exercise member rights by way of electronic communication (virtual participation) or
b) to cast their vote in text form before the meeting of members without participating in it.
(2) The Committee can convene and hold a meeting of members as a purely virtual meeting without the members being physically present (a virtual meeting of members) provided the video and audio of the meeting are transmitted and participants can exercise their members’ rights by way of electronic communication.
(3) The Committee may decide that votes and decisions can also be carried out by casting votes in text form without any meeting. A decision is valid if all members have participated, at least a third of the members have cast their votes by the deadline set by the Committee and the decision has been reached with the required majority.
Article 12
Relaxation of formal requirements
(1) Where these statutes talk of writing or the written form, text form is also sufficient here.
(2) In so far as is permissible under mandatory law, the same also applies to minutes on meetings of members and Board meetings and meetings of other committees. In this case, signing can be replaced by a single signature (Article 126(b) of the German Civil Code).
(3) Invitations can also be sent to electronic addresses, for example email addresses, which the party to be invited has given to the Association.
Article 13
The dissolution of the Association
(1) Dissolution of the Association requires a 5/6 majority of the valid votes cast at the General Meeting. Abstentions are disregarded when calculating majorities.
(2) The assets existing on dissolution of the Association are to be passed on either to a successor organization or a not-for-profit organization.
