In our article on association charters we provided you with fundamental insight into the content that an association charter must, should and may contain. The charter dictates association life in the form of a constitution and is thus closely tied with the goals, work methods and decision-making regulations of an association. Throughout several years of an association’s existence, however, these connections may also change. For instance, one factor is the modernisation of association management, e.g. via the introduction of online association elections. Then it is necessary to alter or amend the existing charter.

Charter alterations at the general assembly

The general assembly is generally the body responsible for charter alterations, provided the charter itself does not contain any other stipulations on this. Should an alteration to the charter be up for a vote, this must be disclosed to the association members in the invitation to the general assembly at the latest. To this end it is not enough to name the item on the agenda “charter alteration”, but rather the association members must be given the opportunity to discuss the changes together and form an opinion in peace. For instance, the invitation to the general assembly should contain more precise details of the alteration.

Resolution by the general assembly

As per § 33 para 1 sentence 1 German Civil Code, a majority of three-quarters of the votes cast is required to make an alteration to the charter, provided the charter itself does not stipulate otherwise. Should the new charter be negotiated at a general assembly, the majority of those present must vote in support of it for the changes to become effective. Yet German Civil Code does not state how many members must be present for the general assembly to be able to make resolutions. This issue is left to the respective associations. A general assembly would – from a purely legal standpoint – thus be able to make resolutions if only one member is present. Were this single assembly participant to vote on an alteration to the charter, this would result in a fantastic result of 100 % agreement with absolutely no abstentions.
In order to prevent this scenario, it is often specifically stipulated in the association charter how many members must be present for the general assembly to be able to make resolutions.

Registration in the registry of associations

If a positive vote has been made in support of the alteration to the charter at the general assembly, this alteration must still be made valid. While many resolutions made by the general assembly come into effect directly after the resolution has been made, charter alterations – in accordance with § 71 para 1 sentence 1 German Civil Code – only become valid when the resolution has been registered in the registry of associations with the responsible district court.

Case study of online elections in associations

Due to the high expenses of managing associations, incorporating the usage of electronic tools to simplify association management into the charter is recommended. Great personal and cost-intensive expenses also arise from the preparation and execution of elections. With the opportunity to elect the association’s board online, the costs in these areas can be greatly reduced. We thus recommend expanding the electoral system of the association to include digital voting procedures as well.

Important notice: Please note that the above mentioned information refer to German law. The law in other countries may differ from that. All information given in this article are for information purposes only and no legal advice. No guarantee of completeness and legal correctness. Please contact a legal advisor in your country for legal advice.