General Meeting in German Association: Implementation and Digitization
General meeting is the most important body in the association
The annual general meeting of members (AGM) is the supreme body in an association in Germany. All members are represented here and can exercise their rights to speak and vote. The general meeting is responsible for all decisions that are not assigned to another body (such as the management board) by the articles of association. It can issue instructions to the management board on how to conduct the association's business.

German law and articles of association provide important guidelines
However, this central position within the association also creates a number of pitfalls:
- German law and the articles of association stipulate that no member should be excluded.
- No other body may be deprived of the powers granted to it by the articles of association.
- At the meeting itself, all members must be granted the right to speak.
- It should also be possible to review the results at a later date.
These and other legal requirements call for conscientious preparation and conduct of the general meeting. This is because, in the worst-case scenario, the content of incorrect resolutions must be adjusted retrospectively and decided at another general meeting - including the convening and holding of the meeting.
Designing the invitation to the general meeting correctly
The preparation of a general meeting includes, in particular, the correct convening of the meeting. Only if all members have been invited, stating the time and place, will no one be excluded from their right to participate. In order to be able to prepare your own participation, for example to form your own opinion on upcoming elections and resolutions, you must also be informed of the planned agenda. The management board is initially responsible for drawing up the resolutions to be passed and the positions to be elected, but suggestions can always be made by the members.
The correct way to deal with any counter-motions is not always directly derived from the articles of association. Particularly in the case of important resolutions and elections - such as amendments to the articles of association or board elections - it can therefore make sense to have the general meeting professionally prepared so that the results of the meeting cannot be challenged due to legal errors and may have to be repeated.
Proper conduct of the general meeting
Just as the proper convening of the general meeting should enable all members to participate, the meeting must also be conducted in such a way that all members have at least the opportunity to actively participate in the decision-making process of their association by speaking, asking questions and voting. However, due to limited time, not every member will be able to have their say, particularly in the case of large associations.
Similarly, even in smaller associations, controversial points on the agenda can lead to heated disputes. Keeping an overview and intervening here is primarily the task of the chair of the meeting, who can, for example, limit the speaking time and, in extreme cases, make use of domiciliary rights and expel troublemakers from the room. The articles of association of many associations stipulate that the chairman of the board is responsible for this, but it may well be appropriate to make use of outsiders. Provided the articles of association do not prevent this, such tasks can also be taken on by a legally experienced expert who then acts as a neutral moderator.
Correct implementation of resolutions
At the end of the meeting, the resolutions passed there must be implemented. For most measures, this is the task of the (possibly newly elected) board. Some measures, such as amendments to the articles of association and board elections, must be registered with the German register of associations in the case of registered associations. The register checks that the resolution is in order and rejects the registration if necessary. This is where the advantage of proper preparation becomes apparent: not only the convening and holding of the general meeting, but also the content of the resolutions passed (especially in the case of amendments to the articles of association) must be legally correct.
We support you as an external meeting chairperson
Correctly convening, holding and implementing a general meeting can give rise to questions and problems that not every association board is always aware of how to solve. Especially in the case of sensitive matters, it may also be advisable to appoint an external meeting chairperson. Our attorneys for German club and association law will be happy to assist you and ensure that your general meeting is legally compliant.
When does it make sense to (additionally) digitize the general meeting?
Associations with a very large number of members often have the problem of finding suitable premises for their general meetings or motivating their members to attend meetings For organizations with many members, the problem of finding a common date also increases, as all members usually want to vote on important resolutions.
In the case of supra-regional or even international associations or federations, there are also high travel costs, which are not always in proportion to the value of attending a meeting. These members would have to be represented by local representatives, insofar as the articles of association permit this at all. Otherwise, they would effectively be excluded from attending.
There may also be associations that are not designed for members to meet in person at a common location. Their activities may already be decentralized and voting processes may take place via the internet. In all these cases, it may be worth considering the possibilities of digital support for organizing general meetings.
Possibilities of digital support
The digitalization of the general meeting can take different forms, depending on requirements. The simplest form of electronic support is the invitation by e-mail. For further digitalization, it would initially be conceivable to speed up local voting using electronic devices (or an app) by eliminating lengthy counting processes. In addition, members who are not present could also cast their votes online in this way, as is now also the case with stock corporations. It would make sense to make the entire general meeting available to them for viewing at home (as a live stream).
In the next stage, members participating in this way could also make use of their right to speak and ask questions. All of these options are technically feasible without major difficulties and have already been used successfully in some large associations for some time. However, the use of technical support must be anchored in the articles of association in order to avoid procedural errors.
Virtual general meeting online?
The most far-reaching form of digitalization of a general meeting would be its complete replacement by digital instruments. One option would be to hold the meeting in real time via video conference or in a chat room.
The permissibility of a virtual or hybrid general meeting and board meeting currently depends on the individual articles of association. Although there were temporary exceptions due to the coronavirus pandemic, these expired at the end of August 2022. A legislative process is currently underway to amend the German Civil Code (BGB) so that digital meetings are also possible without a basis in the articles of association, but until such a law is passed, associations and foundations are dependent on a provision in the articles of association that allows a virtual general meeting to be held.
It would also be conceivable to enable participation in resolutions over a longer period of time - for example, discussions could be held over a certain period of time in a type of online forum and then all members could cast their votes by a certain deadline.
The most modern form of voting would be possible using digital ledger technology (DLT for short, keyword “blockchain”), in which all votes are secured in a decentralized, unforgeable data chain.
WINHELLER supports you with the digitization of your general meeting
Digitization does not end with scanning receipts! The extensive freedom of association statutes also allows information technology to be used to support and, if necessary, replace local general meetings. In addition to the possibilities offered by association law, however, it is always important to keep an eye on any limits imposed by nonprofit law.
We are happy to support you in the introduction of digital processes in your association through legally compliant implementation in your articles of association.
Your attorney for general meetings in Germany
Do you have questions about general meetings in your association or are you looking for an external meeting chair? Would you like to hold your general meeting virtually or in hybrid form? Contact us at any time with your questions - we will be happy to support you!
The easiest way to contact our attorneys for association law is by e-mail (info@winheller.com) or by telephone (+49 69 76 75 77 85 24).
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