TITLE IV
ADMINISTRATION
A. VORSTAND
Article 8
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The Vorstand consists of a directorate of two or more members, who
are appointed by the Aufsichtsrat, which also specifies the number of members.
In important transactions the Vorstand is to reach its decisions on the
basis of friendly (kollegialer) deliberation. It establishes the assignment of
duties as well as the directives for the general deliberations and decisions by
way of an understanding among members of the Vorstand (rules of business
procedure). If an agreement among the members of the Vorstand cannot be reached
the decision will be made by the Aufsichtsrat, to which the rules of business
procedure are to be submitted in every case. |
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| Article 9 |
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The Vorstand conducts the affairs of the corporation according to the
charter and the rules of business procedure; it represents the corporation on
the outside to the authorities as well as to third persons. Its legitimation is
to be evidenced by a certified extract from the trade register.
The
members of the Vorstand are obliged, upon invitation of the Aufsichtsrat, to
take an advisory part in its sessions. |
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| Article 10 |
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The legal representation of the corporation will be effected in such
a way that statements by which the corporation incurs rights or obligations
must be made either —
a. By two members of the Vorstand.
b. By 1 member of the Vorstand jointly with 1 Prokurist [official
with power of attorney to sign for the corporation]. |
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B. AUFSICHTSRAT
Article 13 |
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| The Aufsichtsrat of the corporation consists of at least 5 members.
The election is for a 4 year term which lasts at the most until the end of the
general stockholders’ meeting which approves of the business report for
the 4th fiscal year after the election. The fiscal year of the election is not
counted. The retiring members may be reelected. |
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