The CHANCEN Cooperative stands for equal opportunities and self-determination during an individual’s period of studies, training and in the choice of career: Everyone should be able to educate themselves in the best possible way, regardless of the financial opportunities available to them. After their studies, training or further education, graduates should be able to make their career choices freely and without any interest or repayment pressures and shape their professional life.
With this goal in mind, CHANCEN eG offers the “Income Share Agreement” financing model, which has been successfully offered by the StudierendenGesellschaft Witten/Herdecke e.V. at the University of Witten/Herdecke, GER, since 1995. The Income Share Agreement makes downstream, income-based education funding possible.
Correct as of: June 26, 2021
Please note: Only the German version is legally binding.
The Cooperative is oriented towards the common good. It strives for the long-term economic viability of its activities – and not profit maximisation. It sees itself as a social enterprise and acts accordingly. It aims to support a wide range of study courses, training and further education and strives for the opportunities and risks in education funding to be shared in a fair way. In this sense, the recipients of the funding make an appropriate repayment contribution, the funding providers receive an appropriate interest rate and CHANCEN eG receives appropriate remuneration for its work.
In addition to financing their education, CHANCEN eG intends to provide content-related and promotional guidance and support for students, trainees and students in continuing education. For this purpose, a network of alumni, sponsors, institutions and other partners is to be created.
1) The purpose of the Cooperative is to promote the social, cultural and economic concerns of its members through joint business operations. In order to achieve its purpose, the Cooperative connects students, those providing training and further education with educational and further education institutions and serves as a platform for equal opportunities and self-determination in training, further education, when studying and shaping careers.
2) The object of the Cooperative is therefore broadly based:
a. Networking of educational and advanced training institutions of all kinds. Creation and, if applicable, operation of educational and advanced training institutions on its own, with the involvement of partners and in addition to existing institutions.
b. Content support, guidance and networking of students, trainers and further educators with the aim of enabling self-determination in training, further education, studies and career design.
c. Development and research of further promising and sustainable systems and ideas for improving general access to education and educational institutions, as well as self-determined career design.
d. Allocation of financial resources to students, trainees and students in continuing education according to the principle of the “Income Share Agreement”. In this case the funds are to be paid back, but this occurs at a later time and is dependent on the income of the person concerned. For this purpose, the Cooperative offers the “Income Share Agreement” financing model. This enables the income-dependent and downstream financing of educational expenditures. The aim is to provide the necessary financing for the educational measure by dissociating it from interest and repayment pressures when the training bears fruit in the form of economically successful participation in professional life. Then the funds are to be repaid to the extent that is allowed by the income.
3) Within the scope of its object, the Cooperative is entitled to carry out all transactions that directly or indirectly promote its purpose. In order to achieve its objectives, the Cooperative may establish companies, acquire a share in them or manage them. It may establish branches and subsidiaries.
4) The expansion of business operations to non-members is permitted.
5) The Cooperative is established for an indefinite period of time.
1) The following can acquire membership:
a) natural persons,
b) non-incorporated firms,
c) legal entities under private and public law.
2) Membership shall be acquired through a declaration of admission as a member, which is to be signed by the party being admitted and which meets the requirements of the German Cooperatives Act. The Executive Board shall decide on such admission. There shall be no automatic entitlement to admission.
If a member is accepted, he/she is to be entered in the list of members immediately.
a) Termination (§ 5)
b) Transfer of the business share (§ 6)
c) Death of a member (§ 7)
d) Insolvency of a member (§ 7 a)
e) Dissolution or termination of the legal entity or partnership (§ 8)
f) Exclusion (§ 9).
A member shall be automatically retired upon his or her death. His or her membership shall pass to his or her heirs. The heir’s membership shall not be terminated at the end of the financial year in which the case of succession occurred, but shall be continued if the heir fulfils the requirements necessary for acquisition of the membership. If the deceased individual is inherited by more than one heir, the membership shall be terminated at the end of the financial year following the case of succession if it has not been left to a co-heir by this time. The transfer shall take effect upon the entry of the co-heir on the list of members; for this purpose the transfer must be notified to the Executive Board in writing and in good time by the co-heirs. The co-heir must satisfy the above personal requirements at the time of the transfer.
If insolvency proceedings are opened against a member’s assets or if the opening of insolvency proceedings is rejected for lack of assets, the membership shall be terminated at the end of the financial year in which the insolvency proceedings were opened or the opening of insolvency proceedings was rejected for lack of assets.
If a legal entity or a partnership is dissolved or lapses, membership shall be terminated at the end of the financial year in which the dissolution or lapse became effective. In the event of universal succession, the membership shall be continued until the end of the financial year by the universal successor.
1) A member can be expelled from the Cooperative at the end of a financial year if
a) he, she or it fails to comply with his, her or its obligations to the Cooperative under the Articles of Association or other obligations towards the Cooperative in spite of a written request under threat of exclusion;
b) he, she or it submits incorrect annual financial statements or statements of assets and liabilities or otherwise makes incorrect declarations about his, her or its legal or economic circumstances;
c) he, she or it damages, has damaged or threatened to damage the Cooperative by failing to fulfil his, her or its obligations towards the Cooperative or if legal action is required due to the non-fulfilment of an obligation;
d) he, she or it has moved to an unknown address or his, her or its permanent whereabouts are unknown;
e) he, she or it has become insolvent or over-indebted or insolvency proceedings have been opened against his, her or its assets or have been dismissed for lack of assets;
f) his, her or its conduct is not compatible with the interests of the Cooperative.
2) The Executive Board is responsible for the exclusion. Members of the Supervisory Board or the Executive Board can only be excluded by a resolution of the General Meeting.
3) Before the resolution is passed, the person to be excluded shall be given the opportunity to comment on the intended exclusion. In this process, the important facts on which the exclusion is to be based, as well as the reason according to the Articles of Association for the exclusion shall be communicated to him or her.
4) The resolution on the basis of which the member is excluded shall state the facts on which the exclusion is based, as well as the reason for exclusion according to the Articles of Association.
5) The Executive Board shall immediately notify the excluded person of the resolution by means of registered letter. From the date of dispatch of the letter, the member may no longer participate in the General Meeting and may not be a member of the Executive Board or Supervisory Board.
6) The person concerned may, unless the General Meeting has decided otherwise, appeal to the Executive Board against the exclusion within 1 month of the dispatch of the registered letter. The Executive Board shall then take the final decision on the exclusion. If the member does not take advantage of this right of appeal within the one-month period, ordinary legal action shall be excluded.
Every member has the right to make use of the services of the Cooperative and to participate in the shaping of the Cooperative in accordance with the Cooperatives Act and the §s of Association.
He or she shall in particular have the right
a) to participate in the General Meeting and in its deliberations, votes and elections;
b) to participate in motions to convene extraordinary General Meetings; such motions shall require the written and signed motion of at least one tenth of the members;
c) to request information on the affairs of the Cooperative:
d) to submit items for the proposal of a resolution by the General Meeting; this shall require a formal motion submitted by at least one tenth of the members;
e) to participate in the distributions resolved in accordance with the Articles of Association;
f) to request in good time – and before the adoption of the annual financial statements by the General Meeting – at his, her or its own expense a copy of the annual financial statements, the management report, insofar as this is legally required, as well as the report of the Supervisory Board;
g) to inspect the minutes of the General Meeting;
h) to inspect the list of members and to receive a copy of it on request;
i) to inspect the summarised result of the audit report;
j) to transfer all or part of his, her or its Cooperative share capital;
k) to terminate his, her or its membership by ordinary termination.
Every member has the duty to protect the interests of the Cooperative. He or she shall in particular
a) comply with the provisions of the Cooperatives Act, the Articles of Association and the resolutions of the executive bodies;
b) to take over shares in accordance with these Articles of Association and to make payments on the share or on further shares;
c) to notify the Cooperative without delay of any change to his, her or its address, changes to the legal form and changes to the ownership and shareholding structure;
d) to pay an admission fee to be allocated to the capital reserve (§ 41) when the amount and method of payment have been determined by the General Meeting.
The bodies of the Cooperative are:
A. The Executive Board
B. The Supervisory Board
C. The General Meeting
1) The members of the Executive Board shall exercise the due care and diligence of a prudent and conscientious manager of a cooperative in the conduct of their business. They shall maintain secrecy with respect to confidential information and secrets of which they have become aware through their activities on the Executive Board, unless the special purpose of the Cooperative requires otherwise or unless exemption from the obligation to maintain secrecy has been issued.
2) In particular, the Executive Board is obliged
a) to properly manage the Cooperative’s business in accordance with the corporate purpose and object;
b) to plan and carry out the personnel, material and organisational measures that are required necessary for proper business operations in good time;
c) to ensure proper accounting and controlling;
d) to decide on the admission of the acquisition of membership and on participation with further shares, as well as to maintain the list of members in accordance with the Cooperatives Act and deal with the registrations and notifications incumbent upon it according to the Cooperatives Act;
e) to prepare – to the extent required by law – the annual financial statements and the status report within the statutory time limits after the end of the financial year and to submit them to the Supervisory Board without delay and then, with its comments, to the General Meeting for the adoption of the annual financial statements;
f) to notify the statutory Auditing Association in good time of the convening, date, agenda and motions for the General Meeting at which the annual financial statements are to be adopted;
g) to remedy any deficiencies referred to in the audit report.
The Executive Board shall report to and inform the Supervisory Board at least every quarter, or immediately upon request or in the case of an important reason, about the development of the Cooperative in terms of content and any economic aspects in the past period, as well as the corporate planning.
The members of the Executive Board shall be entitled to attend the meetings of the Supervisory Board unless their attendance is excluded by a special resolution of the Supervisory Board. At the meetings of the Supervisory Board, the Executive Board shall provide the necessary information on business matters. The members of the Executive Board shall have no right to vote on the resolutions of the Supervisory Board.
The granting of loans or other special economic benefits to members of the Executive Board, their spouses or life partners, minor children or third parties acting on behalf of one of these individuals shall require the adoption of a resolution by the Executive Board and the express agreement of the Supervisory Board.
1) The Executive Board and the Supervisory Board shall decide on the following matters by means of a separate vote after joint deliberation:
a) the acquisition, building development, encumbrance and sale of real property and rights equivalent to real property, with the exception of the acquisition of real property and rights equivalent to real property for the purpose of rescuing their own receivables;
b) the acquisition and sale of permanent investments;
c) the conclusion of contracts of special importance, in particular those contracts that substantiate recurring obligations of considerable scope for the Cooperative;
d) determination of the date and location of the General Meeting, the execution of the General Meeting without the members’ physical presence (§ 37a para. 1), the possibility of members participating in the General Meeting by means of electronic communication (§ 37a para. 5), the possibility of participation in the resolutions of a General Meeting held as an in person meeting only (§ 37b) and the video and audio streaming of the General Meeting (§ 37c);
e) the adoption of a budget for the future fiscal year;
f) the appropriation of the reserves;
g) the distribution of a refund.
2) Joint meetings shall be convened by the Chairperson of the Supervisory Board or his or her Deputy.
3) The joint meetings shall be chaired by the Chairperson of the Supervisory Board or his or her Deputy.
4) The Executive Board and the Supervisory Board shall constitute a quorum if more than half of the members of the Executive Board and more than half of the members of the Supervisory Board are present.
5) A motion shall be deemed to have been rejected if it fails to obtain a majority of both the Executive Board and the Supervisory Board.
6) Resolutions shall be recorded in joint minutes for evidentiary purposes; the results of the separate votes shall be recorded.
The General Meeting represents the interests and rights of its members in the affairs of the Cooperative.
The General Meeting shall be chaired by the Chairperson of the Executive Board. If no Chairperson of the Executive Board has been appointed, a member of the Executive Board shall chair the meeting. By resolution of the General Meeting, the chairmanship of the meeting may be transferred to another member of the Cooperative or to a representative of the Auditing Association. The person chairing the meeting shall appoints a Secretary and the required vote counters.
1) The General Meeting shall decide on the matters specified in the German Cooperatives Act and in these Articles of Association, in particular on
a) an amendment to the Articles of Association;
b) the adoption of the annual financial statements, the appropriation of the net profit for the year or the coverage of the net loss for the year, as well as the extent of the disclosure of the audit report;
c) the discharge of the Executive Board and the Supervisory Board, whereby a separate vote shall be required for each body;
d) the election of the members of the Supervisory Board and the stipulation of their remuneration;
e) the revocation of the appointment of members of the Supervisory Board;
f) the exclusion of members of the Executive Board and the Supervisory Board;
g) the pursuit of recourse claims against members of the Supervisory Board who are in office or who have left office due to their position as an executive;
h)stipulation of the restrictions on the granting of loans in pursuant to Section 49 of the Cooperatives Act;
i) the stipulation of a joining fee;
j) The inclusion, transfer or abandonment of a significant business area (§ 2, para. 2 of the Articles of Association);
k) the introduction and, in accordance with § 43 a, para. 7 of the German Cooperatives Act, also the abolition of the Representatives’ Meeting;
l) the abolition of the restriction on the claim to the payment of the settlement balance (§ 38, para. 5 of the Articles of Association);
m) withdrawal from associations, central offices and organisations;
n) on matters for which a resolution of the General Meeting is required under the German Reorganisation of Companies Act;
o) the dissolution of the Cooperative;
p) continuation of the Cooperative after the decision to dissolve it.
1) The resolutions of the General Meeting shall require a simple majority of the valid votes cast, unless a larger majority is specified by law or by these Articles of Association.
2) A majority of three quarters of the valid votes cast shall be required in the following cases:
a) amendment of the Articles of Association;
b) revocation of the appointment of members of the Supervisory Board;
c) exclusion of members of the Executive Board and the Supervisory Board;
d) matters for which a resolution of the General Meeting is required under the German Reorganisation of Companies Act;
e) the pursuit of recourse claims against members of the Supervisory Board who are in office or who have left office due to their position as an executive;
f) the abolition of the restriction on the claim to the payment of the settlement balance (§ 38, para. 5 of the Articles of Association);
g) withdrawal from associations and consortia of the Cooperative;
h) continuation of the Cooperative after the decision to dissolve it;
i) dissolution of the Cooperative.
3) For the passing of resolutions on dissolution as well as the change of legal form, two thirds of all members must be present or represented at a General Meeting that is convened for this purpose only. If this number of members is not reached at the meeting, any further meeting may decide on the dissolution or the change to the legal form within the same financial year, irrespective of the number of members present. The second General Meeting may only be convened after the date for the previous meeting and a subsequent period of at least 14 days have elapsed.
4) The Auditing Association shall be heard before a resolution is passed on a merger, dissolution or continuation of the dissolved cooperative and on a change to the legal form. An opinion of the Auditing Association shall be applied for by the Executive Board in good time and shall be read out at the General Meeting.
5) Paragraphs 3 and 5 may be amended only under the conditions set forth in paragraph 3.
1) Each member shall, upon request, be provided with oral information at the General Meeting on matters relating to the Cooperative, provided that this is necessary for the appropriate assessment of an item on the agenda. The information shall be provided by the Executive Board or – insofar as its control task is affected – by the Supervisory Board.
2) The information may be refused insofar as
a) according to reasonable commercial judgement the provision of the information is likely to result in a not inconsiderable disadvantage to the Cooperative;
b) the question relates to the Cooperative’s purchasing conditions and their calculation bases
c) the question concerns valuations;
d) the provision of the information would be a criminal offence or a legal, statutory or contractual obligation to maintain secrecy would be infringed;
e) the request for information concerns the personal or business circumstances of a third party;
f) it relates to contractual employment agreements with members of the Executive Board or employees of the Cooperative.
3) The person chairing the meeting shall have the right to impose reasonable time limits on the right of members to ask questions and speak at the General Meeting.
Representatives of the Auditing Association shall be entitled to attend the General Meeting which adopts resolutions on the annual financial statements and to speak at any time.
Video and audio streaming of the General Meeting is allowed. The decision if and by what means the General Meeting is transmitted in video and audio lies with the Executive Board and needs approval of the Supervisory Board. The way of transmitting shall be published with the convocation.
1) The Cooperative share amounts to €100. Every member shall participate in the Cooperative with at least five shares. The following individuals may participate with at least one share if, upon joining the Cooperative, they are:
a) students enrolled at a university;
b) apprentices or students in continuing education who are enrolled at an institute of training or further education or who have an apprenticeship contract;
c) employees of the Cooperative.
2) The share is to be paid up in full immediately. With the agreement of the Executive Board, contributions in kind may also be made as payment on the share. Contributions in kind must be conducive to business operations. The contribution record shall describe the item to be contributed and its asset value as agreed upon by the Executive Board and the member, as well as the date of the contribution. The minutes shall be signed by the member and the Executive Board.
3) A member may, with the agreement of the Executive Board, participate with further shares. The participation of a member with a second share may – with the exception of a compulsory participation – only be admitted when the first share has been fully paid up; this shall also apply to the participation with further shares.
4) The payments made on the share(s), plus other credits and less amounts written off to cover losses, shall constitute the share capital of a member.
5) The minimum capital of the Cooperative shall be 90% of the total amount of the Cooperative share capital at the end of the previous financial year. It must not be fallen short of as a result of the payment of the settlement balance of members who have resigned or who have served notice on individual shares. The payment of the settlement balance shall be suspended in whole or in part in proportion to all settlement claims for as long as the payment would cause the minimum capital to be undercut; claims from previous years which have been affected by such a suspension shall be dealt with priority, also in relation to one other.
6) The Cooperative may not pay out, offset or use the share capital as security in its business operations for as long as the member has not resigned. Any deposit that is owed may not be waived; the member may not set this off against other amounts.
7) The assignment or pledging of the share capital to third parties is inadmissible and ineffective with respect to the Cooperative. The member shall not be permitted to offset the share capital against his/her/its liabilities to the Cooperative. § 10 shall apply to the settlement assets.
In addition to the statutory earnings reserve, another earnings reserve shall be formed, to which at least ten percent of the net profit for the year plus any profit carried forward and minus any loss carried forward, as well as an amount corresponding to at least five per cent of the planned cooperative reimbursement, shall be allocated annually. Further retained earnings may be formed. The Executive Board and Supervisory Board shall decide on their appropriation at a joint meeting.
Insofar as joining fees are charged, these shall be allocated to a capital reserve. The Executive Board and the Supervisory Board shall decide on their appropriation at a joint meeting (§ 23, para. 2 f). The General Meeting shall retain the right to use them to cover balance sheet losses (§ 47).
The General Meeting shall take a decision on the appropriation of the net profit for the year or the covering of any net loss for the year. Insofar as it is not allocated to the statutory (§ 39) or another earnings reserve (§ 40) or used for any other purposes, any net income for the year may be distributed to the members in proportion to their share capital at the end of the preceding financial year. Upon the distribution of profits, the payments made on the share in the past financial year shall also be taken into account from the first day of the calendar quarter following the payment. The part of the net income for the year that is attributable to the individual member shall be added to the share capital until the required share amount is reached or a share capital that has been reduced due to a loss is replenished.
The members shall not be obliged to make additional payments.
After dissolution, the liquidation of the Cooperative shall take place. For the distribution of the assets of the Cooperative, the law shall be applied subject to the proviso that surpluses are distributed to the members in proportion to their share capital.
The place of jurisdiction for all disputes between the member and the Cooperative resulting from the membership relationship is the Local Court or the Regional Court that has jurisdiction over the Registered Office of the Cooperative.
Correct as of: June 26, 2021