Statute

as of : 23 November 2012

Internal Rules of Procedure for the ZVEI Working Party “DALI”

Preamble

Companies of the electrical and light industry are represented in the Working Party “DALI” of the ZVEI, the German Electrical and Electronic Manufacturers’ Association (Zentralverband Elektrotechnik- und Elektronikindustrie e.V.; hereinafter “ZVEI“).

The ZVEI Working Party “DALI” has the aim to represent the interests of the international electrical and light industry in the field of technical legislation and standardization. This includes in particular information on and development of the digital addressable lighting interface and pertaining protocols as are provided for in technical standard such as IEC 62386.

Article 1 - Structure and Organizational Allocation

The Working Party “DALI” has been established on the basis of Article 11 of the Statutes of the ZVEI - Zentralverband Elektrotechnik- und Elektronikindustrie e.V., Frankfurt am Main, as a dependent subdivision of the ZVEI and is affiliated to the Product Division Lighting.

Article 2 - Purpose and Tasks

  1. The purpose of the Working Party is to represent and promote the interests of the German and international electrical and light industry in the field of technical legislation and standardization, including without limitation the following:
    • to promote and support the development of existing and future technical standards as open standards for digital addressable lighting interface;
    • to ensure the interoperability of DALI system components;
    • to conduct discussions between interested circles on subjects related to digital light control and for the link to other building management systems;
    • to launch industry marketing activities, including training;
    • to compile market and technology analyses in order to address market trends in good time and keep the aims of DALI up to date.
  2. Within the framework of this purpose, the Working Party shall have a right to receive support and advice from all units of the ZVEI. However, this does not individually apply to the members specified in Articles 3(2) and 3(3).
  3. The Working Party shall be governed by the Statutes of the ZVEI, the Rules adopted by the ZVEI Board for the General Executive Management, as well as the rules and regulations relating to signatures and representation as adopted by the ZVEI Board and the General Executive Management.

Article 3 - Members

  1. Members of the ZVEI may become members of the Working Party if they pursue an activity in the field referred to in Article 2(1) above. Their membership shall end if they cease to be a member of the ZVEI. It is possible for a company to become readmitted according to No. 2 following.
  2. Companies not eligible for membership in the ZVEI may become a member of the Working Party, if and when they pertain to the electrical or electronic industry and pursue an activity in the lighting industry.
  3. Organizations may also qualify for membership in the Working Party, if and when they pursue an activity in the field of the Working Party according to Article 2(1) and members of the Working Party show an interest in cooperation in relevant subjects.
  4. The Working Party Board shall decide on any disputes regarding membership of members of the ZVEI in the Working Party, and the admission or termination of membership in the Working Party of companies or organizations referred to in No. 2 and No. 3 above. Objections against decisions made by the Board of the Working Party shall be finally decided by the Board of the ZVEI.
  5. With respect to companies and organizations referred to in No. 2 and No. 3 above, membership in the Working Party ceases upon
    (a) voluntary resignation;
    (b) dissolution of the company;
    (c) start of the insolvency proceedings;
    (d) abandoning the activity in the field referred to in Articles 2(1) or 2(2) above; or
    (e) upon termination of membership in the Working Party.
  6. Voluntary resignation shall be declared in writing to the ZVEI body referred to in Article 8 below at six (6) months’ notice with respect to the end of the calendar year. Communications by electronic means are not sufficient.
  7. If a company is dissolved, insolvency proceedings are instituted or if activities are discontinued, membership ends as of the date of such occurrence; this still has to be communicated in writing to the ZVEI body referred to in Article 8 below.
  8. Termination of membership in the Working Party is possible if a Member of the Working Party is guilty of a serious breach of membership duties or of the professional code of the group of persons represented by the Working Party. A termination notice becomes effective when served upon the member in writing by the ZVEI body referred to in Article 8.Article 3(9) lit. c) third and second sentence of the ZVEI Statutes applies mutatis mutandis. During the termination process, the rights and obligations of such member are suspended until the final decision is available.
  9. Upon any suchlike termination of membership the member shall no longer be entitled to receive support and/or services from the Working Party. Subscriptions and contributions already paid are non-refundable.

Article 4 - Membership Subscriptions and Special Contributions

  1. To cover the cost incurred by ZVEI for the Working Party, including without limitation for support and/or services provided by ZVEI, the Working Party members referred to in Articles 3(2) and 3(3) shall pay their subscriptions to the ZVEI. The collection and specific amount of the subscription is laid down in a special subscription scheme. The subscription scheme reflects the subscription scheme of the ZVEI and is adapted accordingly if the latter is amended. The subscription for membership in the Working Party shall not be lower than the minimum subscription for membership in the ZVEI.
  2. The General Assembly of the Working Party may pass a resolution and impose a special contribution on all members of the Working Party if and to the extent that it has been established that the circumstances so require.

Article 5 - Functions

The tasks of the Working Party are attended to by:

(a) the General Assembly of the Working Party;
(b) the Board of the Working Party; and
(c) the ZVEI body referred to in Article 8 below.

Article 6 - The General Assembly

  1. The General Assembly of the Working Party considers and resolves exclusively on questions pertaining to its specialist area, unless otherwise managed by committees of the Working Party or the ZVEI as provided for by the Internal Rules. It resolves in particular on:
    (a) the election of the Board;
    (b) required special contributions;
    (c) the designation of working groups; and
    (d) the work program of the Working Party.
  2. General Assemblies shall take place:
    (a) at least once a calendar year;
    (b) if the Board so resolves; or
    (c) within a period of four weeks, if so applied for by at least 10% of the members in a written request to the Board, stating the purpose and the reasons for such meeting.
  3. The General Assembly is called and chaired by the Chairman of the Board or, if he is not available, by the Deputy Chairman or, if he is also not available, by another member of the Board or by the ZVEI employee competent according to Article 8. To do so, the ZVEI body referred to in Article 8 shall invite all members of the Working Party in written or electronic from at no less than 28 days’ notice. The agenda should be sent no less than 28 days preceding the date of the assembly.
  4. The General Assembly constitutes a quorum if at least 10% of the members of the Working Party are present. Resolutions adopted by circulation procedure according to No. 8 require that at least one third of the members of the Working Party pro-actively participate in the process (response rate).
  5. Each member shall have one vote in the General Assembly. Voting rights are reserved to owners, board members and/or directors or other representatives of member companies authorised to represent the member through court registration or other written power of attorney. Transfer of votes to a third party shall not be admissible. In matters relating specifically to a member, that member's voting right shall be suspended for the time of the voting.
  6. The General Assembly shall pass its resolutions with the majority of all votes cast. In the case of elections, the person receiving most of the votes shall be deemed elected. In the case of a tie of votes, a final ballot between those with an equal number of votes shall decide.
  7. The type of voting is decided by the person chairing the assembly, unless the majority of those present requests a specific type of voting.
  8. If deemed appropriate, the Board may provide for a resolution to be adopted in writing or electronically by circulation procedure. No. 5, first sentence, shall apply mutatis mutandis.
  9. The minutes shall refer to elections and resolutions by the General Assembly and shall be signed by the person chairing the assembly and then forwarded to the ZVEI General Executive Management.

Article 7 - The Board of the Working Party

  1. The Board of the Working Party shall be composed of the Chairman and a Deputy Chairman and up to seven (7) other members. If persons from the same group of companies serve on the Board, their share shall not exceed 50% of all members of the Board.
  2. Members of the Board have to be either owners, board members, directors or senior executives of the member companies of the Working Party registered in the court register or other employee of the member companies of the Working Party duly authorized in writing. The office as member of the board is personal and honorary.
  3. The Board is elected for a term of three years. It shall remain in office, however, until a new board is elected. Re-election is possible with respect to the next preceding term, i.e. for six consecutive years. Upon expiry of at least one intermediate term, a renewed election to the Board is possible.
  4. Only representatives of the Association (ZVEI) authorized according to Article 7 lit. a) No. 6 and Article 12 of the ZVEI Statutes shall be entitled to perform binding legal transactions or do similar acts, unless an express written power of attorney has been granted by the ZVEI Board or the ZVEI General Executive Management for a specific matter.

Article 8 - Day-to-day Management

The General Executive Manager of the ZVEI determines what ZVEI body shall be responsible for the day-to-day management and the administration of the Working Party.

Article 9 - Final Provisions

  1. Except for activities pursued according to Article 8 above, activities in connection with the Working Party are performed in an honorary capacity.
  2. Amendments to the present Internal Rules shall require a resolution to be supported by two thirds of the votes cast at a General Assembly, provided that the ZVEI Board gives its consent.
  3. The dissolution of the Working Party is reserved to the ZVEI Board.

Frankfurt, November 23, 2012