Noordwind Coorporative Constitution

§ 1 Name, Location

  1. Cooperative is named Noordwind Software Services eG.
  2. Riepsdorf/Germany is the seat of the cooperative.

§ 2 Purpose and object

  1. The purpose of the cooperative is the promotion of the business or the acquisition of the members or the promotion of the social or cultural interests of the members by means of joint business.
  2. The purpose of the company is the initiation and implementation of software services, establishing and provision of software development teams as well as the provision of consulting services on organizational forms and technologies.
  3. Transactions with non-members are permitted.
  4. The cooperative may participate in other undertakings. Participations are only permissible if this serves the purpose of promoting the members.

§ 3 Principles

  1. Noordwind teams perform their services according to the principle of team-based self-organization. There are no authorized supervisors and no employee hierarchies within the Noordwind service teams.
  2. Software is implemented by Noordwind teams using agile methods. The Agile Manifesto is a binding requirement for all development teams.
    1. The Agile Manifesto defines
      • Individuals and interactions over processes and tools
      • Working software over comprehensive documentation
      • Customer collaboration over contract negotiation
      • Responding to change over following a plan
    2. The 12 principles of the Agile Manifesto
      1. Our highest priority is to satisfy the customer through early and continuous delivery of valuable software.
      2. Welcome changing requirements, even late in development. Agile processes harness change for the customer’s competitive advantage.
      3. Deliver working software frequently, from a couple of weeks to a couple of months, with a preference to the shorter timescale.
      4. Business people and developers must work together daily throughout the project.
      5. Build projects around motivated individuals. Give them the environment and support they need, and trust them to get the job done.
      6. The most efficient and effective method of conveying information to and within a development team is face-to-face conversation.
      7. Working software is the primary measure of progress.
      8. Agile processes promote sustainable development. The sponsors, developers, and users should be able to maintain a constant pace indefinitely.
      9. Continuous attention to technical excellence and good design enhances agility.
      10. Simplicity — the art of maximizing the amount of work not done — is essential.
      11. The best architectures, requirements, and designs emerge from self-organizing teams.
      12. At regular intervals, the team reflects on how to become more effective, then tunes and adjusts its behavior accordingly.
  3. In every Noordwind team the formal placement of a team coach is obligatory.
  4. Noordwind is committed to absolute transparency of finances within the cooperative.
  5. The cooperative aims at maximum profits of members and only directly required profits of the organization.

§ 4 Membership

  1. Acceptance of the membership requires an unconditional written declaration of acceptance by the Management Board.
  2. Membership shall be terminated by
    1. Termination,
    2. Transfer of the entire business credit,
    3. Death or dissolution of a legal person or of a partnership, or
    4. Exclusion
  3. A member can only become a person who recognizes the principles in § 3.

§ 5 Business share, additional margin, entrance fee

  1. One business share is 200€. It must be paid in full at once. For half of the share the Management Board can allow installment payments within two years.
  2. Members may sign for up to 10 business shares.
  3. The members are not obliged to make any additional payments.
  4. By resolution of the General Meeting, an entry fee can be established, which is paid to the reserves.

§ 6 Rights and obligations of the members

  1. The members are entitled,
    1. to use the services of the cooperative,
    2. to attend the General Meeting,
    3. to require a copy of the annual financial statements, the management report (if required by law) and the report of the Supervisory Board in good time prior to the conclusion of the annual financial statements by the General Meeting,
    4. to have access to the summarized audit results at the General Meeting,
    5. to participate, at the request of one tenth of the members, on the convening of the General Meeting or announcement of resolutions,
    6. to consult the minutes of the General Meeting,
    7. to view the list of members.
  2. The members are obliged,
    1. make the payments on signed business shares,
    2. promote the interests of the cooperative in any way,
    3. comply with the statutes of the cooperative and carry out the decisions taken by the organs of the cooperative,
    4. to use the facilities of the cooperative to an appropriate extent;
    5. notify a change in their address.

§ 7 Termination

  1. The period for termination of membership or individual shares shall be one year after the end of the financial year. The notice of termination shall be in writing.

§ 8 Transfer of the business credit

  1. Each member may, at any time by written agreement, transfer his business assets in whole or in part, and thereby terminate his membership without restriction or reduce the number of his business interests if the acquirer becomes, or already is, a member of the cooperative, together with the previous business credit, the total amount of the business shares with which the acquirer is involved or which is permitted to participate is not exceeded.
  2. The transfer of the business assets requires the consent of the Management Board.

§ 9 Death / termination of a legal person or partnership

  1. Upon the death of a member, membership shall pass to the heir. It ends with the close of the financial year in which the inheritance occurred.
  2. If a legal person or a partnership is dissolved or terminated, the membership shall end with the conclusion of the financial year in which the dissolution or extinction has become effective. In the case of the succession as a whole, membership is continued until the end of the financial year by the successor to the full succession.

§ 10 Exclusion

  1. Members may be excluded at the end of a financial year if
    1. they harm the cooperative,
    2. they do not comply with the obligations imposed on the cooperative, despite a warning,
    3. they contradict the principles in §3, despite the warning and the exclusion.
    4. they have not used the facilities of the cooperative in the past financial year and have not taken any offers from the cooperative.
  2. The Management Board decides on the exclusion. The member must be heard before, unless the stay of a member can not be determined. The decision by which the member is excluded shall be communicated immediately to the member by registered letter. The member loses the right to attend the General Meeting or the Representation Meeting, the participation in the Noordwind service teams as well as his membership on the Management Board or Supervisory Board from the date of dispatch of the notification.
  3. Opposition to the exclusion decision of the Management Board may be filed in writing within six weeks after the date of the written opposition to the Supervisory Board (exclusion period). It is only after the decision of the Supervisory Board that the exclusion can be challenged by the courts.
  4. The General Meeting shall decide on the exclusion of members of the Management Board and the Supervisory Board.

§ 11 Conflict

  1. The withdrawal from the cooperative shall result in the dispute between the departed member or his heirs and the cooperative. The transfer is not made in the case of the transfer of commercial assets.
  2. The dispute shall be settled on the basis of the annual financial statements adopted by the General Meeting. The assets resulting after the dispute shall be paid out to the member within six months of his departure. The departed member has no claim on the reserves and other assets of the cooperative.
  3. Loss claims are deducted proportionally in the case of the disqualification credit.

§ 12 General Meeting of Shareholders

  1. The General Meeting shall be convened by means of immediate notification of all members in text form. The General Meeting is convened by the Management Board, and the General Council may convoke the General Meeting if this is necessary in the interests of the cooperative.
  2. The invitation to the General Meeting must be made in text form at least two weeks before the Annual General Meeting. The agenda is to be announced when convening the meeting. Amendments to the resolutions must be announced in written form to the members at least one week before the Annual General Meeting. The notices shall be deemed to have been sent if they have been sent two business days before the start of the period.
  3. Any duly convened General Meeting shall be quorate regardless of the number of participants.
  4. Each member have one vote.
  5. Members may issue voting proxies. No authorized representative may represent more than two members. Plenipotentiaries can only be members of the cooperative.
  6. The General Meeting shall decide by a majority of the votes cast (simple majority of votes) unless a major majority is designated; Stimuli are not taken into account. If there are more applicants in one election than there are mandates, each person with the right to vote has as many votes as there are seats. Candidates who have the most votes (relative majority) are elected.
  7. The General Meeting of Shareholders shall appoint the members of the Management Board on the recommendation of the Supervisory Board.
  8. Decisions shall be made in accordance with § 47 GenG.

§ 13 Online General Meeting

  1. The general meeting of shareholders may be held on the website of the cooperative as an online general meeting. The online General Meeting consists of a discussion phase and a subsequent voting phase.
  2. With the invitation to the online General Meeting, members are given access to the discussion and voting, as well as the start and end of the discussion and voting phase.
  3. The Online General Meeting shall be chaired by a member of the Management Board.
  4. The discussions take place protected in a closed user group. Discussions are set up at the agenda, and these can be divided into sub-topics by the Meeting Leader. Every member has discussion right. The number and extent of the discussion contributions are not limited. The discussion phase lasts at least three weeks. The Management Board may set a longer discussion phase.
  5. The voting period shall be seven days. The vote shall take place openly and by name. A vote shall be given by means of an electronic procedure which ensures the transparency and verifiability of voting by the members. The concrete voting procedure is determined by the Management Board. Each member may, within three days before the start of the voting phase, submit applications and amend or revoke his or her own applications. The chairman decides whether applications are to be coordinated separately. After the reconciliation phase, the Meeting Leader immediately identifies the voting result and informs the members of the meeting.
  6. The General Meeting shall draw up a minutes of the Online General Meeting containing at least the following information:
    1. The date of the beginning of the discussion phase
    2. The date of the beginning and the end of the tuning phase
    3. The names of the members who took part in the vote,
    4. The wording of the applications, the voting results and expressions expressly required to be included in the minutes.
  7. The minutes are signed by the meeting chairman and all members of the board of directors and published on the website of the cooperative in the protected member area. A protocol may be lodged against the minutes within seven days of publication.

§ 14 Supervisory Board

  1. The Supervisory Board shall consist of at least three members. The General Meeting determines the number and elects the members of the Supervisory Board. The term of office runs until the Annual General Meeting two years after the election.
  2. The Supervisory Board is quorate if at least half of the members participate in the decision. The Supervisory Board may pass resolutions in writing, by telephone or electronically if no member of the Supervisory Board objects to this decision.
  3. The Supervisory Board supervises the management of the cooperative, advises the Management Board and reports to the General Meeting. Service contracts with members of the Management Board are concluded by the Supervisory Board.
  4. The Supervisory Board is represented individually by the chairman or his deputy.

§ 15 Management Board

  1. The Management Board shall consist of at least two members. It is appointed by the Supervisory Board. The term of office is 2 years.
  2. The Management Board may only be dismissed prematurely by the General Meeting. The Supervisory Board is authorized, at its discretion, to temporarily dismiss members of the Management Board from their business until the decision of the General Meeting to be called without delay.
  3. The Management Board may also take decisions in writing, by telephone or electronically, if no member of the Management Board objects to this decision.
  4. The cooperative is represented by the two members of the Management Board.
  5. The Management Board shall manage the cooperative on its own responsibility. It requires the approval of the Supervisory Board for
    1. investments or credits,
    2. the conclusion of rental contracts, leases or other contracts with recurring obligations with a term of more than one year and / or an annual charge of more than € 4000,
    3. the establishment and closure of branch offices,
    4. the creation of undertakings and the participation in other undertakings,
    5. the outsourcing of tasks and activities to external service providers or subsidiaries,
    6. all real estate transactions,
    7. the issuing of procuration and
    8. the establishment and amendment of the rules of procedure for the Management Board.
  6. The Management Board shall advise the Supervisory Board of the business and establishment plan. He shall report to the Supervisory Board on the business development of the cooperative at least quarterly, without delay, on request or on an important occasion. It must address deviations from the economic and job plan.

§ 16 Common provisions for institutions

  1. No person may exercise the right to vote on his own behalf or on the other, if a decision is taken as to whether he or the represented member is to be exempted or exempted from a liability, or whether the cooperative claims against him or the represented member a claim.
  2. If the interests of a member of the governing body, his spouse, his parents, children and siblings or of his / her person represented by law or power of attorney are concerned, the member concerned may not participate in the consultation. The member is however to be heard before the decision is made.

§ 17 Profit distribution, loss coverage, reimbursement and reserves

  1. The General Meeting shall decide on the profit or loss of the financial year resulting from the determination of the annual financial statements. The General Meeting may cover a loss from reserves, remit them or reallocate them to the members. In the case of a profit, it can set it up into the legal reserve and free reserve, reimburse it to new account, or distribute it to its members after being transferred to the statutory reserve. The distribution takes place in proportion to the state of the business assets at the end of the previous financial year.
  2. At least 20% of the annual surplus must be allocated to the statutory reserve until at least 100% of the sum of the business shares has been reached.
  3. By way of derogation from § 19 GenG, the annual net profit shall be distributed among the members according to the work amount of the members, which is confirmed by the Management Board (including voluntary work). A payout of profits only takes place with fully filled company assets.
  4. Claims for disbursement of profits, reimbursements and disputes shall expire two years after maturity. The amounts are transferred to the reserves.

§ 18 Notices

  1. Notices which requiring publication shall take place under the company of the cooperative in the “tageszeitung (taz)”, Berlin