Statutes of ICADA Association
International cosmetic and device association e.V. (ICADA)
§ 1 Name and location. The international cosmetic and detergents association e.V. (ICADA) is an association of independent companies, which are producing and selling body care products and detergents.
2. The association’s head office is in Düsseldorf and is registered in the association register of the Local Court in Düsseldorf.
§ 2 Aim and structure of the association
1. The association’s task is to protect and to promote the economic and legal interests of his members. This also includes consultation and training of its members, representation of interests in legislative procedures and public relations.
2. The association consists of following departments
- Cosmetics (preparative and apparative)
- Dietary supplements and food
and when necessary are led by a head which has been chosen by the board of management.
3. The association’s aims and way of working are in accordance with its code of ethics.
§ 3 Membership
1. All natural and judicial persons may become member of the association, if they work in the specialist field and if they apply in written at the board of the association and the board accepts the application.
2. The general meeting can decide upon a criteria list, which has to be be taken into consideration by the board when accepting new members.
3. Membership ends with death, cancelation, notice of resignation or by expulsion. The membership can be canceled with 1 year`s deadline to the end of the current year by sending a registered letter addressed to the ICADA- board (Rosenstr. 34 40479 Düsseldorf, Germany); the resignation is effective with one year notice at the end of the year. An expulsion can be ordered by the board when the association’s interests are violated or by important reason; when not paying fees, as long as two reminders were not taken into consideration.
§ 4 Membership fees
The association fee and any special share of the cost are decided by the director; unless the general meeting or the board come to a different decision in respect of fees and share of the cost. The same applies with for the one-time entry fee for new members.
§ 5 Organs of the association
Organs of the association are the general meeting, the board and the director.
§ 6 Board
1. The board of the association consists of five persons; these are
- the chairman,
- the vice-chairman and
- three owners.
2. A board meeting has to be called if a board member requires this. In the written procedure each member has the right to a draft resolution.
3. The board reaches a decision with a majority of votes of all submitted votes. If the votes are equally balanced, the vote of the chairman decides. The board is competent to pass a resolution, if at least three board members cast their vote and of which the chairman or the vice-chariman are present during the meeting or when during the written procedure at least three board members cast their vote of which the chairman or the vice chairman are present at the meeting. In own matters the respective member’s vote is not valid, provided that all members of the association are affected the same way.
4. The board can decide by the use of written procedure. This also includes the electronic data transmission. A draft resolution has to be delivered to each board member. A vote counts at not casted and will not be considered when the board member does not cast his vote after the delivery of a draft resolution within one week. If a board member has announced a time of absence (e.g. vacation) to the chairman a decision cannot be made during this time by written procedure. The chairman can announce his time of absence to his deputy.
5. The chairman and his deputy are board in respect of §26 BGB and entitled to solely represent the association. Internally, the deputy should only act during absence of the chairman.
6. The board will elected by the general meeting for two years. In cases of doubts he stays in his position until a new election of the board. Eligible are all members, if necessary their institutional representatives and employees of the member. Each member can only nominate one candidate for the election of the board.
7. All members of the board work voluntarily. The general meeting can decide with a simple majority to reimburse arisen costs for travel and accommodation of board members.
§ 7 General meeting
1. The general meeting takes place at least once in a year and is directed by the board, unless the general meeting decides to choose any other person as the chair of the meeting. An extraordinary members meeting shall be called when one third of the members or the majority of the board require it.
2. The meeting decides
- discharge and election of the board,
- discharge and election of the director,
- amendments of the statutes and
- the dissolution of the association.
3. The general meeting is convened by the board with a three weeks’ notice in written including an agenda. The agenda can be amended or altered during the general meeting with a majority of votes; this does not apply to amendments of the statutes.
4. The general meeting makes decisions in the presence of the majority. Abstentions from voting and invalid votes are not considered. Amendments of the statutes and the dissolution of the association require a two third majority of valid votes. The election wins he who gets the most votes.
5. The right to vote during the general meeting is exercised by the members or their institutional representatives. It can be transferred by power of attorney in written form to another employee of the company. Additionally, the right to vote can be transferred to another member or according § 3 to an authorized employee of the company in written and by power of attorney. A member can only cast his own vote and five other rights to vote. A transfer of a right to vote to non-members is not allowed.
6. The decisions of the general meeting are taken down in written form by the chair of the meeting.
§ 8 Management
1. The director is responsible for the current administrative processes and representative of the association according to § 30 BGB. He cannot be at the same time member of the board.
2. The businesses have to be run by the director according to the guidelines decided during the general meeting or in absence of such rules according to the instructions of the board.
§ 9 Dissolution
The dissolution of the association can only be decided by an extraordinary general meeting, which has to be called one month in advance and with a majority in presence of three quarters of the members. The meeting decides also about the type of liquidation and the use of the remaining capital assets.
§ 10 Court of jurisdiction
The place of jurisdiction is Düsseldorf.