Association meetings during Corona times -regulations and possibilities
As every year, for various associations, the association meetings are just around the corner. Due to the ongoing pandemic, these must be handled differently for most clubs than before. The company COVID-19 law and the supplementary company law COVID-19 regulation created a legal basis for postponing planned and / or mandatory club meetings. In addition, regulations were designed that should enable clubs to hold their meetings even during Corona times. In accordance with the wording of § 1 (1) of the corporate COVID-19 law, the regulations also apply to meetings with other labels, such as meetings of the supervisory board.
POSTPONEMENT OF MEETINGS
In accordance with § 2 (3) of the corporate COVID-19 law, the associations are given the opportunity to postpone the meetings that are mandatory every five years in agreement with § 5 (2) “Vereinsgesetz” until the end of 2021. The same applies in accordance with § 2 (4) of the corporate COVID-19 law for meetings that have a fixed date.
A term of office of an association body will be extended until this meeting, unless its dismissal or a new appointment takes place earlier. If the term of office of an association body expires during this extension period, this will also be extended (same as for the meetings), unless the dismissal or a new appointment takes place earlier.
The corporate COVID-19 regulation gives associations the opportunity to hold virtual meetings under certain conditions. In order to hold such a meeting, the participants must be enabled to take part in the meeting.
Participation must take place through a sound and video connection running in real time, in which the members must be able to comment on the arguments (two-way connection). If it is not possible for some members (max. 50%) to take part in the meeting via video call (e.g. because the necessary technical means are not available), a telephone connection is sufficient in accordance with § 2 (2) of the COVID-19 regulation under company law. The calling office decides which connection medium is used (e.g. Zoom). However, the interests of the association and the participants must be taken into account when making this selection (§2 (3) of the corporate COVID-19 regulation).
SPECIAL PROVISIONS FOR GENERAL MEETINGS
In this case a virtual meeting is possible in accordance with § 4 (1) of the corporate COVID-19 regulation. In contrast to the above-mentioned gatherings, there is no permanent two-way connection required. The members' ability to express themselves can be limited to a reasonable period of time. Otherwise, the provisions according to § 2 (2) of the COVID-19 regulation under company law also apply to general meetings.
In the event that a virtual meeting is not possible or appropriate, § 4 (2) of the corporate COVID-19 regulation provides that the board of directors can order a written or electronic vote (e.g. via email), provided that the identity of the Members can be determined beyond doubt. If there is a supervisory board, it must agree to the intended form of voting.
In the case of written elections, the members are identified to the extent that the name of the member and his or her voting preference must be shown on the voting slip. For example, an electronic signature is sufficient for electronic elections.
The agreement of written and electronic elections is also possible if this is not expressly provided for in the statutes. In this case § 4 (2) of the corporate COVID-19 law provides for an exception for elections that are held during this pandemic.
These rules also apply to other meetings of an association (e.g. board meetings) if more than 30 people are entitled to participate.
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