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Online association meetings, hybrid general meetings and digital voting are now part of everyday life for many associations. The association’s statutes play a central role in ensuring that these formats can be implemented in a legally compliant manner. They form the legal basis for all digital processes within the association.
Why the association’s statutes are crucial for digital association work
The association’s statutes are its fundamental rules and regulations. Among other things, they define:
- The organs of the association
- Responsibilities and decision-making processes
- Form and procedure of meetings
- Rules on decision-making
In the digital context, the following applies:
Online formats are only legally compliant if they are covered by the articles of association.
Particularly in the case of formal meetings with decision-making powers, such as board meetings or general meetings, the articles of association determine whether digital implementation is permissible.
Online club meetings and club law. What is permitted?
From a legal perspective, a distinction must be made between different types of meetings:
board meetings
These can often take place online even without explicit provisions in the articles of association, provided that the articles of association do not contain any provisions to the contrary.
general meetings
Stricter standards apply here. An online or hybrid general meeting should be expressly provided for in the articles of association in order to ensure legally compliant resolutions.
In the absence of appropriate regulations, there is a risk that decisions made may be contested or rendered invalid.
What the statutes should regulate regarding digital meetings
To ensure that digital formats can be used in a legally compliant manner in the long term, it is advisable to add clear provisions to the articles of association. Typical points include:
- Admissibility of online and hybrid meetings
- Form of invitation (e.g. by email)
- Rules on quorum for online participation
- Type of voting (open, secret, digital)
- Dealing with technical faults
The clearer these points are defined, the less room there is for interpretation in the event of a dispute.
Online voting and digital decision-making
Online voting is a particularly sensitive area in digital association law. The articles of association should clearly stipulate the following:
- Who is eligible to vote
- How the identity of participants is established
- Whether digital voting is permissible
- How results are documented
Particularly in the case of elections or amendments to the articles of association, proper implementation in accordance with the articles of association is crucial for the effectiveness of the resolutions.
Amending the articles of association: when is this necessary?
An amendment to the articles of association is always advisable or necessary if:
- Online or hybrid formats are to be used regularly
- Member meetings should be held digitally
- Digital voting should be made legally compliant
The amendment to the articles of association itself must in turn be decided in accordance with the articles of association. This is usually done at a general meeting with the required majority.
Common mistakes in statutes in a digital context
In practice, similar problems arise time and again:
- Missing or unclear regulations on online meetings
- Contradictory wording
- No rules on digital voting
- Lack of adaptation despite established practice
These gaps can cause considerable legal uncertainty in the event of a dispute.
Legal certainty through digitally designed association statutes
Association law and statutes in the digital context are the key to modern, legally compliant association work. Clearly formulated statutes adapted to digital processes enable associations to implement online association meetings, digital voting and hybrid formats confidently and without legal risks.
Acting early and reviewing your articles of association creates planning security, transparency and trust, both for board members and for members.
Frequently asked questions (FAQ)
Do the association's statutes have to expressly permit online meetings?
For general meetings, the clear answer is yes.
An online or hybrid general meeting should be expressly provided for in the association’s statutes so that resolutions are legally valid. In the case of board meetings, online meetings are often possible even without explicit regulations, unless the statutes stipulate otherwise.
Are resolutions passed at online association meetings legally valid?
Yes, if the articles of association permit digital implementation and the formal requirements are met. These include, among other things:
- proper invitation
- Determination of quorum
- statutory vote
If there is no statutory basis, resolutions may be open to challenge.
What should be regulated in digital association statutes?
A digitally conceived association statute should regulate in particular:
- Admissibility of online and hybrid meetings
- Form of invitation (e.g. by email)
- Quorum for online participation
- Type of voting (open, secret, digital)
- Dealing with technical faults
The clearer these points are formulated, the greater the legal certainty.
Is it sufficient for online meetings to be ‘common practice’?
No. A practised procedure does not replace a statutory provision. Even if online meetings are held regularly, there is a legal risk without a corresponding clause in the articles of association, especially in the case of formal resolutions or disputes.
When is an amendment to the articles of association necessary for digital formats?
An amendment to the Articles of Association is required if:
- Member meetings should take place online
- digital voting should be made legally secure
- Online or hybrid formats are used permanently
The amendment itself must be decided in accordance with the articles of association, usually by a qualified majority.
Can online votes be conducted without a provision in the articles of association?
It is not advisable for formal decisions and elections.
Without clear provisions in the articles of association regarding digital decision-making, there is a risk that votes may subsequently be deemed invalid. The articles of association should clearly stipulate whether and how online voting is permitted.
What are the typical mistakes organisations make with digital articles of association?
The most common mistakes include:
- Unclear or missing regulations regarding online meetings
- contradictory wording
- no regulation on digital voting
- lack of adaptation despite digital practice
In serious cases, these errors can lead to considerable legal uncertainty.
Why is it worthwhile to have digitally adapted association statutes?
A club constitution in a digital context creates:
- legal certainty
- clear decision-making structures
- Transparency for members
- Sustainability of the association’s work
It forms the basis for using digital formats confidently and without legal risks.
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