The Rules of the Gütegemeinschaft Mineralwolle e.V., Version August 2021

1 NAME, HEADQUARTERS AND FINANCIAL YEAR

1.1 The Association is a Quality Association according to the principles for quality marks in the currently valid version and bears the name "Gütegemeinschaft Mineralwolle e. V.". It is registered in the associations’ register of the district court of Darmstadt.

1.2 Rossdorf near Darmstadt is headquarters and place of jurisdiction as well as the place of performance for legal claims concerning these rules.

1.3 The financial year is the calendar year.

2 PURPOSE AND TASKS

2.1 The Association has the purpose,
2.1.1 to secure the quality of products made of mineral wool and
2.1.2 to mark products made of mineral wool, whose quality is assured with the quality mark of the Quality Association.

2.2 To fulfil this purpose the Association has the task for products made of mineral wool
2.2.1 to create a set of statutes (Association statutes, quality mark statutes implementing provisions and quality and testing provisions), hereinafter referred to as Statutes, in consultation with RAL Deutsches Institut für Gütesicherung und Kennzeichnung e. V. (German Institute for Quality Assurance and Labelling),
2.2.2 to monitor that the quality mark users observe the set of rules,
2.2.3 to oblige the quality mark users to mark only those products whose quality is protected with the quality mark of the Quality Association.

2.3 The association is selflessly active and does not primarily pursue its own economic purposes.

2.4 Mineral wool as defined by these statutes is glass, rock or slag wool made of man-made vitreous (silicate) fibers with random orientation with alkaline oxide and alkali earth oxide (Na2O+K2O+CaO+MgO+BaO) content greater than 18 per cent by weight.

3 MEMBERSHIP

3.1.1 Full membership of the Association is open to any company that manufactures products made of mineral wool and brings these products into circulation by itself or through third parties.
3.1.2 Guest membership is open to any association or any natural or legal person representing business or commercial circles if the Association recognizes that they have a legitimate interest in quality assurance.
3.1.3 The provisions of these Statutes shall apply to Guest Members with the proviso that Guest Members
have no voting rights at the General Assembly,
are not eligible for election to the bodies of the Association.

3.2 The application for full or guest membership must be submitted in writing by letter, e-mail or fax to the office of the Gütegemeinschaft Mineralwolle e. V. Applicants must undertake to recognize the Statutes and to comply with their provisions.

3.3 The Executive Committee decides on the application. If the application is rejected, the applicant may lodge an appeal in writing by letter, e-mail or fax with the Quality Committee within 4 weeks of the notification of the decision. If the complaint is rejected, the complainant can take legal action in accordance with section 11 within 4 weeks of the notification of the decision. Reasons must be given for the rejection of the application and the complaint.

4 RIGHTS AND DUTIES OF THE MEMBERS

4.1 The Association is at the disposal of its members in all matters of quality assurance. Members according to section 3.1.1 are entitled to acquire the quality mark.

4.2 Full membership may only be transferred to the legal successor of the respective full member or to an enterprise affiliated with the respective full member. The transfer requires the prior written consent of the Executive Committee. The Executive Committee also prescribes the form of the transfer. The guest membership is not transferable.

4.3 Members are obliged,
4.3.1 to promote the purpose of the Association,
4.3.2 to apply for the awarding of the quality mark within 6 months of having acquired membership in accordance with section 3.1.1. Before the written awarding of the quality mark the member is not allowed to advertise with the quality mark or with the membership in the Quality Association,
4.3.3 to comply with the provisions of the entire regulations of the Statutes as well as the statutory resolutions of the organs of the Association,
4.3.4 to pay contributions or levies to the Association as determined by the general assembly.

4.4 The quality mark users themselves are responsible for the quality of their products. Liability of the Quality Association, its organs or representatives is excluded.

5 END OF MEMBERSHIP

5.1 The membership ends through:
5.1.1 Leaving of the Member,
5.1.2 Exclusion from the Association,
5.1.3 Liquidation of the Member,
5.1.4 opening of insolvency proceedings or their rejection for lack of assets.

5.2 The Leaving can only be declared with a notice period of 6 months to the end of the business year. The declaration shall be sent by registered letter to the managing director.

5.3 The Executive Committee may exclude a member by resolution if
5.3.1 the requirements of sections 3.1.1 and 3.1.2 are no longer met,
5.3.2 a member according to section 3.1.1 does not apply for the quality mark within 6 months (section 4.3.2) after having acquired membership,
5.3.3 the application for the award of the quality mark has been finally rejected,
5.3.4 the quality mark awarded is not used to identify products made of mineral wool over a period of 6 months,
5.3.5 the member has seriously violated the statutes or statutory resolutions of the bodies of the quality Association or
5.3.6 there is any other important reason for the exclusion.

5.4 The Executive Committee gives a member the opportunity to comment on the intended exclusion in writing by letter, e-mail or fax with a notice period of 4 weeks.

5.5.1 The excluded member can lodge an appeal in writing by letter, e-mail or fax with the Quality Committee within 4 weeks of the decision being served.
5.5.2 The Quality Committee may remedy the complaint by decision, proposing a decision on exclusion to the General Assembly.
5.5.3 If the appeal is rejected by a decision of the Quality Committee, the reasons for the decision shall be given and the appellant shall be notified of it. The complainant may then proceed in accordance with Clause 11 of these rules within four weeks of this notification.

5.6 A member may be excluded by resolution of the Executive Committee if he/she is in arrears with the payment of the subscription despite two reminders. The exclusion may only be decided after three months have elapsed since the second reminder was sent and the subscription debts have not been paid. The exclusion shall become effective upon adoption of the resolution and shall be communicated to the member immediately.

5.7 The lodging of an appeal has no suspensive effect.

5.8 Claims of the Association against a member are not affected by the withdrawal.

6 ORGANS OF THE ASSOCIATION

6.1 The organs of the Association are:
6.1.1 the General Assembly,
6.1.2 the Executive Committee,
6.1.3 the Quality Committee,
6.1.4 the Managing Director, if appointed in accordance with section 10.1.

6.2 It is not permitted that rights and duties of one organ are assumed or impaired by another organ.

6.3 Any person who is a member of a body of the Association shall conduct the business of the Association impartially and shall treat as confidential any internal business or operational transactions of the members of which he has become aware in the course of his duties.

7 GENERAL ASSEMBLY

7.1 The General Assembly is convened at least once a year by the President or by the Managing Director, if appointed in accordance with section 10.1. It is also convened if the Chairperson or the Executive Committee or one third of the members request this. Invitations are sent in writing by letter, e-mail or fax at least 21 days in advance. The agenda and any motions already submitted must be included.
7.1.1 The General Assembly is either real or virtual.
Virtually, the General Assembly takes place as an online video conference, an online telephone conference or an analogue telephone conference and is held in a chat room accessible only to members with their credentials and a separate access code.
7.1.2 In the virtual procedure, the access word valid for the current meeting is announced with a separate e-mail immediately before the meeting, at most 3 hours before. The proper sending of the e-mail to the last e-mail address of the member made known to the Executive Committee is sufficient. Members who do not have an e-mail address receive the access code by ordinary mail to the last address made known to the Executive Committee. In this case, the proper dispatch of the letter two days before the General Assembly is sufficient. All members are obliged not to make their identification data and the access code accessible to third parties and to keep them strictly confidential.
7.1.3 During virtual General Assemblies voting in ballots or elections is also permitted as online voting or online election.
7.1.4 Dissolution of the Association according to section 12.1 is excluded in a virtual General Assembly.

7.2 Should further motions be placed on the agenda, they must be submitted to the Managing Director in writing by letter, e-mail or fax at least 10 days before the General Assembly. The Managing Director immediately announces them to the members. Motions which are not on the agenda may only be voted on by the General Assembly if a majority is in favor. This does not apply to elections and not to motions to amend the Statutes or to dissolve the Association.

7.3 Any General Assembly duly convened constitutes a quorum. This must be expressly stated in the invitation.

7.4 Each member according to section 3.1.1 has a seat and one vote in the General Assembly. It may be represented by a proxy authorized in writing.

7.5 Resolutions require a simple majority of votes of the members present and represented according to section 3.1.1. A tie vote is considered a rejection. Amendments to the Statutes of the Association require a two-thirds majority of those present and represented. Section 12.1 remains unaffected. Resolutions on the premature dismissal of members of the Executive Committee or the Quality Committee are passed by the General Assembly with a majority of ¾ of the members present and represented in accordance with section 3.1.1.

7.6 The General Assembly
7.6.1 receives reports from the Executive Committee and may deliberate on them,
7.6.2 elects the Executive Committee and the Chairperson of the Quality Committee,
7.6.3 elects the two external members of the Quality Committee,
7.6.4 discusses and approves the annual accounts and the budget for the next business year,
7.6.5 determines the amount of contributions or levies,
7.6.6 decides on amendments to the Statutes,
7.6.7 makes fundamental decisions on the bylaws,
7.6.8 decides on applications in accordance with these Statutes.

7.7 The votes of the General Assembly are taken by show of hands. If one third of the voting members present at the time of voting so request, the vote must be taken in writing.

7.8 If necessary, members may also vote in accordance with section 3.1.1 before the General Assembly in writing by letter, e-mail or fax or outside the General Assembly by written circulation procedure by letter, e-mail or fax, if the Executive Committee decides this. It must set a deadline for the vote.
The dissolution of the Association according to section 12.1 is excluded from this.

7.9 The General Assembly shall be chaired by the President or, on his/her behalf, by a representative. Minutes must be taken of the proceedings of the General Assembly. The minutes are signed by the President and the Managing Director, if appointed. The same applies to votes according to section 7.8.

8 EXECUTIVE COMMITTEE

8.1 The Executive Committee consists of the President and his Deputy and up to two other members. The Committee passes its resolutions by simple majority; the vote of the President decides on tie.
The regulations in sections 7.1.1, 7.1.2, 7.1.3 and 7.7 apply accordingly.

8.2 The term of office of the members of the Executive Committee is two years and lasts up to the election of a new Executive Committee. Re-election is permitted.

8.3 The Executive Committee in the sense of § 26 BGB are the President and his Deputy. Each of them is entitled to represent the Association alone and represents the Association in all matters.

8.4 If the President and his Deputy resign during the same term of office, the remaining members of the Committee immediately convene a General Assembly for the purpose of electing a new Executive Committee.

8.5 The Committee shall manage the Association on a voluntary basis.

8.6 In matters concerning their own business, a member of the Executive Committee is excluded from the adoption of resolutions. This is recorded in the minutes.

9 QUALITY COMMITTEE

9.1 The Quality Committee consists of the Chairman, who must be a representative of a member according to section 3.1.1, and two other persons who are not members of the Association and who are elected by the General Meeting for a term of two years. In addition, the members of the Executive Committee belong to the Quality Committee.

9.2 The aforementioned two persons from outside the Association shall be neutral experts.

9.3 If a committee member leaves during the term of office, the Executive Committee appoints a new committee member. If the Chairman resigns, the Executive Committee appoints a new Chairman. The term of office of the new committee members appointed in this way lasts until the next General Assembly.

9.4 The Quality Committee
9.4.1 develops necessary amendments to the Quality and Inspection Regulations to be decided by the General Assembly,
9.4.2 examines applications for the award of the Quality Association's quality mark and either proposes to award the quality mark to the applicant or informs him of the reasons for deferral,
9.4.3 monitors quality mark users to ensure that they comply with the Statutes,
9.4.4 supports the Executive Committee,
9.4.5 adopts and amends Rules of Procedure for itself,
9.4.6 issues and amends procedural rules for the implementation of the quality and testing regulations.

9.5 The Managing Director takes part all meetings of the Quality Committee, but has no voting rights. The Quality Committee takes its decisions by a simple majority of those present. The vote of the Chairperson decides on tie. The members of the Quality Committee may be represented by a written proxy. In matters concerning their own company, a member of the Quality Committee is excluded from taking decisions. Minutes must be taken of the resolutions and signed by the Chairman and the Managing Director.
The regulations in section 7.1.1, 7.1.2, 7.1.3 and section 7.7 apply accordingly. In this context, the Chairman of the Quality Committee decides how the meeting of the Quality Committee according to section 7.1.1 takes place (in real or virtual form) and decides on any voting according to section 7.7.

10 MANAGING DIRECTOR

10.1 The Executive Committee may appoint a Managing Director.

10.2 The Managing Director leads the business of the Association impartially in accordance with these Statutes and the resolutions of the Association's bodies as directed by the Executive Committee. He is present in the General Assembly and attends the meetings of the organs of the Association as consultant.

10.3 The Managing Director can carry out business within the limits of the budget which commits the Association.

11 LEGAL RECOURSE

11.1 In the event of disputes arising from the Statutes of the Quality Association, including the Bylaws, or from the activities of the Association, the parties are free to choose a decision by the ordinary court or by the arbitration tribunal.

11.2 If the parties request a decision by the arbitral tribunal by mutual agreement, the latter shall make a final decision on the legal dispute and the costs of the proceedings, excluding recourse to the ordinary courts of law.

11.3 Legal fees shall not be taken into account.

11.4 The composition and procedure of the arbitral tribunal shall be governed by the provisions of the ZPO, unless otherwise provided for in these statutes.

11.5 Both parties appoint one assessor each. The assessors elect a presiding judge who must be qualified to hold judicial office. They must agree on the presiding judge within 2 weeks after the party filing the petition has been informed that the second assessor has also been appointed.
If they do not reach an agreement, the party seeking the order may demand that the Managing Director of the Association ask the district court of Darmstadt to appoint the presiding judge. The same shall apply if a party has not appointed an assessor within 2 weeks after being requested to do so.

11.6 The right to apply to the competent ordinary court for an interim injunction in urgent cases remains unaffected.

12 FINAL PROVISIONS

12.1 The dissolution of the Association may be decided by the General Assembly with a majority of 9/10 of the members present and represented in accordance with section 3.1.1 if the motion has been included in the agenda in accordance with sections 7.1 and 7.2.

12.2 The liquidation shall be carried out by the Executive Committee, unless the General Assembly appoints other liquidators. The General Assembly shall decide on the use of the assets remaining with the Association after all liabilities have been settled. The assets have to be used for a purpose serving quality assurance or quality promotion.

12.3 Amendments to these rules, including editorial amendments, must be entered in the Register of Associations to become effective. The Executive Committee may only apply for registration of amendments to the Statutes, of whatever nature, with the prior written consent of RAL. It shall immediately inform all members of the Association in writing about all entries of amendments of the Statutes.