Statutes of the
European BMW and MINI Partners Association
(EBDA)

§ 1 Name, seat
§ 2 Membership, admission and withdrawal
§ 3 Objectives
§ 4 Membership Fee
§ 5 Instruments and institutions of the Association
§ 6 General Meeting, convention and course
§ 7 Tasks of the General Meeting
§ 8 Board
§ 9 Auditor
§ 10 General Secretary
§ 11 Minuting of resolutions
§ 12 Disbandment

§ 1 NAME, SEAT

1. The name of the Association is „European BMW and MINI Partners Association“ (abbr. EBDA). It is founded in accordance to German law and registered in the official register of societies and associations at the county court Munich.
2. The seat of the Association is Munich.

§ 2 MEMBERSHIP, ADMISSION AND WITHDRAWAL

1. The Association is a voluntary amalgamation of founding members, associations or organisations without legal capacity, in which BMW and MINI partners of a country within the European economic area have joint together.
   Organisations without legal capacity send one representative who acquires the membership of the organisation.
2. If there is a national dealers association, only this association can be member on behalf of the respective country.
3. BMW and MINI partners are partners selling or repairing BMW and MINI and who have concluded for this purpose a contract of sales and/or service with the manufacturer, with the national importer or with a national outlet of the manufacturer.
4. In order to become a member of the EBDA, the organisations named in § 2 no.1 make an application for membership. The documents and information required for admission are stated in an application form. Belated amendments have to be communicated immediately. The Board decides on the admission of a member.
5. Membership ceases:
   a) by the member´s written notice directed to the Board twelve months before the end of a year,
   b) by expulsion decided by the Board for an important reason.
   Important reasons are in particular:
   – in case the member does not fulfil its obligations,
   – in case the member damages the reputation of EBDA.

§ 3 OBJECTIVES

The objectives of the Association are:

1. To represent the interests of the European BMW and MINI partners in accordance with the national member associations.
2. To maintain a permanent dialogue with the national BMW and MINI partners associations in all important issues concerning the motor trade and repairs in Europe.
3. To cooperate with European institutions, organisations or other corporate bodies, especially with institutions of the European Community, as far as the interests of the European BMW and/or MINI partners are concerned.

§ 4 MEMBERSHIP FEE

1. The financial year is the calendar year.
2. The membership fee is fixed by the General Meeting.
3. Members who have recently joined the Association have to pay the fee for the whole year, irrespective of the date of admission. In case of resignation or termination of the membership the fee is not refunded.
4. If a membership fee or a special contribution has been overdue for more than three months and the payment has not been settled within one month from receipt of the request for payment, the right of the member to vote is suspended. The Board then can take a decision by simple majority on the expulsion of that member (see § 2 No.6 lit.b).
5. When terminating the membership the member has no rights to the assets of the Association. The obligation to pay overdue fees continues.

§ 5 INSTRUMENTS AND INSTITUTIONS OF THE ASSOCIATION

1. The Association has the following instruments:
   a) General Meeting,
   b) Board.

§ 6 GENERAL MEETING, CONVENTION AND COURSE

1. The General Meeting is the supreme instrument of the Association.
2. The regular General Meeting takes place once a year.
   Extraordinary General Meetings have to be convened in case this is necessary in the interest of the Association, or in case a convention is demanded in writing of at least one third of the members. In the letter case the reasons have to be indicated.
3. The General Meeting is convened by the President or, in his absence, by one of the Vice- Presidents by registered letter. It should include the agenda which has been made out by the Board. The invitation to the General Meeting has to be sent to the members at least three weeks before the General Meeting, the invitation to an extraordinary General Meeting must be sent at least two weeks before.
   The period begins on the day of sending out the invitation and ends the day before the meeting. Each member has the right to make an application to the offices for an agenda amendment up to one week before the meeting.
4. The General Meeting is chaired by the President of the Association or, in his absence, by one of the Vice-Presidents. If both the President and the Vice-Presidents are absent, a member is appointed by the Board to chair the meeting. The appointed Chairman of the meeting appoints a member to take the minutes.
5. By decision of the General Meeting the agenda made out by the Board can be changed or amended. This does neither apply to applications for statutes changes nor to the budget proposal for the next financial year. In case the proposal for the current financial year has not been concluded yet, this does not apply to the proposal either. These documents have to be sent together with the invitation to the General Meeting. The General Meeting decides by a majority of the valid votes if an application for a resolution is approved. For changes of the statutes a majority of two thirds, for the disbandment of the Association a majority of three quarters of the valid votes is necessary.
6. Each member present has one vote.
7. The extraordinary General Meeting has got a quorum if more than half of the members are present or represented. In case the General Meeting has not got a quorum, the Board is obliged to call to a second extraordinary General Meeting with the same agenda at least within four weeks after the first General Meeting. This meeting has got a quorum, irrespective of the number of members present. This fact has to be emphasized in the invitation.
8. In principle, votes are made by show of hands. If a tenth of the members present ask for a vote by secret ballot, it has to be considered.

§ 7 TASKS OF THE GENERAL MEETING

1. The General Meeting particularly takes decisions on:
   1. the annual account,
   2. the approval of the Board and the General Secretary,
   3. the amount of the membership fee and possible extra contributions,
   4. the budget,
   5. changes of the statutes,
   6. the disbandment of the Association.
2. The General Meeting appoints
   1. the Board
   2. one auditor.
3. The General Meeting ratifies the appointment of the General Secretary.

§ 8 BOARD

1. The EBDA Board consists of the president and one representative per member country each, who are appointed by the General Meeting for a period of three years.
   The Board appoints out of their own ranks two deputies of the president (vice presidents).
   The president neither has to be necessarily a BMW/MINI partner nor a representative of one of the member countries.
   If a member of the Board – except for the president – is no longer a member of his national association, his membership in the EBDA Board expires automatically at the same time.
2. The President and the two Vice-Presidents are legal representatives of the EBDA according to § 26 BGB. The President represents the Association together with one of the two Vice-Presidents.
3. The Board is entitled by resolution of its members to issue standing orders for the Board, the committees and the presidency. The resolution has to be taken by a simple majority of votes.
4. In case of the dismissal or resignation of a member of the Board during its term of office, the Board has to elect a substitute member whose appointment has to be ratified by the next General Meeting.
5. The Board takes all decisions with a simple majority. At least half of the members has to participate in the meetings of the Board.
6. The Board is instructed to hold at least one meeting a year.
7. The Board can conclude the establishment of committees.
8. Each committee consists of the spokesman of the respective committee and five members at the maximum. The members should be from different countries.
9. On the occasion of each meetings of the Board, the committees´ spokesmen are to give a report on their committee work.

§ 9 AUDITOR

The auditor is obliged to audit the finances of the Association. All documents regarding the audit have to be revealed to the auditor.

The auditor is appointed for a period of three years. Re-election is possible.

§ 10 GENERAL SECRETARY

1. The Board is entitled to appoint a General Secretary to run the current business. It is also entitled to establish offices.
2. The General Secretary is responsible to the Board.
3. The General Secretary is entitled and obliged to attend all meetings of the Association, of its committees and every other event, and to take the minutes unless the Board decides something different. During meetings of the organs of the Association, the General Secretary is obliged to express the legal and factual aspects, even though if they would be an obstacle to the decision intended.
   Furthermore the General Secretary is obliged to audit the finances properly. For this purpose, the Board can establish guidelines which have to be observed when auditing the finances.

§ 11 MINUTING THE RESOLUTIONS

Resolutions have to be laid down in the minutes which must also state the place and the time of the meeting as well as the result of the vote. The minutes have to be signed by the respective Chairman of the meeting and by the secretary appointed by the Chairman. The minutes are to be sent to all members of the respective committee.

§ 12 DISBANDMENT

1. The disbandment of the Association has to be concluded by the General Meeting. According to § 6 No. 5, a majority of three quarters of all valid votes is necessary to disband the Association.
2.  At the same time as the resolution on the disbandment it has to be decided on the assets
   of the Association.