The wechange
Cooperative

(1) The purpose of the cooperative is to provide online platforms for ecologically and socially oriented actors, to develop and distribute the necessary software and hardware products and the associated services. The objectives are in particular:

• Collaboration: Providing all essential tools for online collaboration
• Networking: enabling synergies through networking of actors and resources, as well as
• Presentation: Publication and dissemination of relevant information.

(2) Transactions with non-members are permitted.
(3) The cooperative may participate in other enterprises if this serves to promote the members.

(1) The cooperative is committed to promoting global thinking and local action through the exchange of information and networking. In particular, it should support citizen participation and civil society engagement.

(2) The cooperative shall ensure data protection taking into account freedom of information.

(3) Any software produced within the cooperative must be placed under an appropriate open source license.

(4) The cooperative should enable the users of the platform to contribute to its further development. In particular, the board should set up specific working groups that can develop proposals for further development. The board regulates the organization of these working groups.

(5) The cooperative must behave fairly, both externally (towards customers, partners and third parties affected by business activities) and internally (payment and treatment of employees).

(6) When choosing its partners, the cooperative should always ensure that they also act according to fair and ecological principles. The selection criteria must be published on the website and made available for comment.

(7) The cooperative undertakes to operate in a sustainable manner in all its business activities, conserving resources and to give preference to environmentally and climate-friendly options.

(8) The cooperative undertakes to be consistently transparent in all its activities, in particular to publish all relevant business figures as well as information on business activities, business partners and subcontractors on the website, provided that this would not violate legal requirements or make members of the management board and the supervisory board liable for damages or punishable by law.

(9) The cooperative undertakes to respect people and their rights in accordance with the Universal Declaration of Human Rights of 1948 and all subsequent conventions, including the International Covenant on Civil and Political Rights and the International Covenant on Economic, Social and Cultural Rights.

(10) The cooperative should be based on consensus-oriented decision-making processes and organisational structures.

(11) The cooperative should be guided by the fundamental values and principles of the economy for the common good.

(12) The cooperative should refrain from cooperating with large investors insofar as they claim a share in profits or business decisions. This also applies to possible subcontractors of the cooperative. Excepted from this are organizations that have committed themselves to equivalent basic principles as in §3.

(13) The Board’s current interpretation of these principles shall be published on the website and made available for comment.

(14) Deviations from the basic principles are permitted only in exceptional cases, must be published by the Management Board and approved by the Supervisory Board.

(1) The following natural and legal persons and partnerships may become members:
a) founders of the cooperative,
b) employees of the cooperative,
c) Customers of the cooperative and
d) Supporters, especially users of the platform.

(2) To acquire membership, an unconditional written declaration of membership is required. The decision on admission shall be taken by the
Board.

(3) Investing members may also become members provided that the provisions of Section 8 II GenG are fulfilled
The approval of these also requires the approval of the Supervisory Board.

(4) Membership ends by
a) termination,
b) Transfer of the entire business assets,
c) death of a natural person or dissolution of a legal person or partnership or
d) Exclusion.

(1) In the event of a profit for the year, 20% of this surplus shall be transferred to the legal reserve until it reaches 100% of the total of the shares.

(2) The General Meeting shall decide on the use of the annual surplus and the coverage of the annual deficit, taking into account the provisions of paragraph 1.

a) 40% will be used for the further development of the wechange platform,
(b) the General Meeting shall decide on the use of the remaining 30% of the surplus.

(1) The General Assembly shall meet at least once a year. It shall be convened by direct notification to all members in text form, preferably by email. The invitation must be sent at least two weeks before the General Assembly, and additions and changes to the agenda must be sent at least one week before the General Assembly. Notifications shall be deemed to have been received on time if they were sent two working days before the start of the deadline.

(2) Any General Meeting duly convened shall have a quorum regardless of the number of participants.

(3) Each member shall have one vote.

(4) Investing members have no voting rights or active voting rights in the General Meeting.
Passive voting rights are subject to the restrictions of Section 8 II 4 GenG.

(5) The General Assembly shall decide by a majority of the votes cast (simple majority); abstentions and invalid votes shall not be taken into account.

(6) Amendments to Section 3, Section 6 paragraph 2 and Section 7 paragraph 5 may only be decided by the General Meeting with a majority of 90% of the members present.

(7) Members may only be represented by other members of the cooperative. A corresponding power of attorney must be submitted to the Board in text form, preferably by email, before the General Meeting. A member may represent a maximum of two other members.

(8) The General Meeting shall appoint the Chairperson of the Meeting on the proposal of the Supervisory Board. Counter-proposals are permitted.

(9) Resolutions shall be recorded in the minutes in accordance with Section 47 of the GenG.

(10) The General Meeting shall elect the members of the Supervisory Board and the regular term of office shall be two years. It shall end with the election of their successors.

(11) The General Assembly shall elect all members of the Board of Directors with the exception of those referred to in Section 9, Paragraph 3, and may dismiss them. The regular term of office shall be three years. It shall end with the election of successors.

(1) In addition to an in-person event (Section 7 of the Articles of Association), the General Meeting may also take place as an in-person event with virtual participation (paragraph 2) or as a purely virtual General Meeting (paragraph 3). Section 7 (General Meeting) applies accordingly to the virtual General Meeting, unless otherwise provided below.

(2) The General Meeting may be transmitted in audio and video. The decision as to whether and how the General Meeting is transmitted in audio and video rests with the approval of the Supervisory Board (electronic observation of a physical meeting). The method of transmission must be announced when the meeting is called. The Executive Board may, with the approval of the Supervisory Board, enable members to exercise their right to ask questions and/or vote by means of electronic communication (electronic participation in a physical meeting).

(3) The General Meeting may also be held without the physical presence of the members (virtual General Meeting). In this case, the members must be provided with all information required for unrestricted participation in the General Meeting together with the invitation. This includes in particular information on any access data and also how the right to speak, submit motions, obtain information and vote can be exercised and how and by when electronic voting must take place.

(4) Participation in the virtual general meeting can take place in such a way that the technical design enables public two-way communication between members and the bodies and between members and each other in the virtual general meeting. The two-way communication can be carried out as a telephone or video conference. Voting must be carried out online.

(5) When selecting the specific procedure, the Management Board and the Supervisory Board must ensure that it is protected against manipulation by appropriate technical precautions. The following rules also apply.

(6) The online discussion takes place in a protected, closed user group. In online voting, a vote is cast using an electronic process that ensures the transparency and verifiability of the vote by members. The specific voting procedure is determined by the Executive Board with the approval of the Supervisory Board.

(7) If a member of the Supervisory Board cannot attend the General Meeting in person for personal reasons, participation in the General Meeting is permitted by means of video and audio transmission. The Executive Board must be informed of this in good time.

(8) The minutes of the virtual General Meeting shall be supplemented, where applicable, by the following information: (a) the nature and duration of the discussion phase; and (b) the nature and duration of the voting phase.

(9) Furthermore, in addition to the requirements of Section 47GenG for the list of participants, the minutes of the virtual general meeting must contain the type of participation of the members (in person or electronically).

(1) The staff meeting shall consist of all employees of the cooperative.

(2) The staff meeting shall be convened by the Chairman of the Supervisory Board and shall meet at least once a year. The staff meeting may be convened on the day of the General Meeting for the purpose of appointing a member of the Management Board.

(3) The employee meeting elects a member of the board for a term of three years and can remove him or her. This right only exists if the cooperative has at least ten employees. The employee meeting has no other decision-making powers.

(4) Each employee has one vote. The staff meeting decides by a simple majority.

(5) Employees can grant voting powers. No authorized representative may represent more than two employees. Authorized representatives can only be employees of the cooperative.

(6) At the request of one or more of the employees, the Chairman of the Supervisory Board must convene an extraordinary meeting of employees. The invitation must be sent in writing, preferably by email, at least one week in advance.

(7) Any duly convened staff meeting shall have a quorum regardless of the number of participants.

(1) The board consists of at least two members. One member of the board is appointed by the staff meeting (if it has this right within the meaning of Section 9 III 2) and the other members of the board are appointed by the general meeting for a period of three years. They may be reappointed. Until the cooperative has at least ten employees, all members of the board are appointed and dismissed by the general meeting.

(2) The members of the Management Board are authorized to represent the company individually. With the approval of the Supervisory Board, the Management Board may appoint authorized signatories with sole power of attorney.

(3) The Management Board may also take resolutions in writing, by telephone and electronically if no member of the Supervisory Board objects to the resolution.

(4) Service contracts with members of the Management Board shall be concluded by the Supervisory Board within the framework of the guidelines of the General Meeting.

(5) The Board of Directors is responsible for managing the cooperative. In its business policy, it must always respect the basic principles set out in Section 3.

(6) The Management Board requires the approval of the Supervisory Board for decisions on rules of procedure, the preparation of the business plan and for unscheduled transactions whose value exceeds EUR 20,000. In the case of recurring services, this limit applies to the total amount until the contract ends. Approval can be granted generally for similar transactions.

(1) The Supervisory Board shall consist of at least three members. The Supervisory Board shall elect a Chairperson, a Secretary and their deputies from among its members. The Supervisory Board shall be represented individually by the Chairperson or his/her deputy.

(2) The Supervisory Board has a quorum if at least half of its members participate in the decision-making process. The Supervisory Board may take decisions in writing, by telephone and electronically if no member of the Supervisory Board objects to the decision-making process.
contradicts.

(3) The Supervisory Board monitors and advises the Management Board and reports to the General Meeting.

(4) The General Meeting shall decide on any remuneration for the members of the Supervisory Board.