Welcome to the KWS

Statutes

§ 1 Name and Place of Registration

  1. The name of the Association is “KRAFTWERKSSCHULE E.V.”  (KWS; PowerTech Training Center). The Association is seated in Essen.
  2. The Association is registered in the Register of Associations at the Local Court (Amtsgericht), Essen.

§ 2 Purpose of the Association

  1. The Association pursues exclusively and directly non-profit making purposes in the sense of the paragraph “Purposes with Tax Privilege” of the tax order
    1. within the scope of professional education by organizing courses and the like for training and further education of technical staff for plants generating and distributing heat and/or electricity, for heat extraction and seawater desalination, by maintaining facilities for these courses, by organizing examinations and by maintaining facilities for the accommodation of and catering for course participants,
    2. within the scope of the under a. termed professional education of envirionmental protection by supporting operators of abovementioned plants in immmision and water control,
    3. within the scope of the under a. termed professional education of operational safety as well as prevention of accidents by supporting operators of abovementioned plants by means of measures to enhance the job safety.
  2. The Association does not operate for gain; it does not primarily pursue self-beneficial purposes.
  3. Funds of the Association shall only be used for statutory purposes. The members do not receive payments from the Associations funds; in particular, members do not receive any assets at cessation of membership, at dissolution or at winding up of the Association.
  4. No person shall be favored by expenses, which have nothing to do with the purpose of the Association, or by disproportionate compensations.

§ 3 Fiscal Year

The fiscal year ist the calendar year.

§ 4 Annual Statement of Accounts

  1. The Association prepares an annual statement of accounts following the prescriptions of book three, section one, HGB.
  2. The annual statement of accounts is to be audited by an auditor appointed by the General Assembly.
  3. The annual statement is to be prepared by the management within 3 months after the end of the fiscal year, and is to be submitted to the Board of Directors after examination by the auditor as well as consultation by the Financial- and Legal Committee.

§ 5 Members

  1. Membership is voluntary.
  2. Members can become:
    1. Ordinary Members: companies operating or owning plants according to § 2 1. a.;
    2. Affiliated Members: authorities and government facilities, technical-scientific associations, professional associations and similar organizations;
    3. Sponsoring Members: companies interested in the aims of the Association.
  3. The membership of federations and other associations does not constitute membership of the individual members of these institutions.

 § 6 Commencement and End of Membership

  1. The application for membership has to be made in writing to the Management. The Board of Directors decides on acceptance. Against a refusal of acceptance, an appeal may be lodged with the General Assembly.
  2. The membership begins with the written confirmation of the acceptance. With the acquisition of membership the member accepts these statutes as binding in all details.
  3. The membership expires:
    1. by giving notice by registered letter to the Management three months before the end of a calendar year;
    2. by expulsion because of serious contraventions against the interests and purposes of the Association; The Board of Directors decides on expulsion. An appeal against this decision may be lodged with the General Assembly.
    3. if the Association gives up its activities according to § 2, section 1, of these statutes, at the end of the relevant fiscal year.
  4. Membership can be terminated by the Board of Directors if a member has not paid his membership subscription in accordance with §15 (6) by the end of the subscription year.
  5. The termination of the membership does not exonerate the member from the incurred but unfulfilled obligations vis-à-vis the Association.

§ 7 Acting Bodies of the Association

Acting Bodies of the Association are:

  1. General Assembly,
  2. Board of Directors,
  3. Management,
  4. Training Committee,
  5. Financial- and Legal Committee.

§ 8 General Assembly

  1. The General Assembly makes decisions in regard to all fundamental matters of the Association, as far as they are not expressly reserved for the Board of Directors or one of the Committees, according to these statutes.
    The General Assembly decides, in particular, on the:
    1. election of the Board of Directors,
    2. approval of the acts of the Board of Directors and the Management,
    3. investment-, financial- and economic plan,
    4. determination of the subscription fee regulations and the amount of Members’ subscriptions,
    5. alterations to the statutes,
    6. election of the auditor.
  2. The ordinary General Assembly takes place annually. Extraordinary General Assemblies take place on resolution of the Board of Directors or on application of at least one quarter of the members.
  3. The annual accounts of the past fiscal year, checked according to § 4 and adopted by the Board of Directors, have to be presented to the General Assembly.
  4. The invitation to the General Assembly must be made in writing, with 2 weeks’ prior notice, effective from the date of mailing. The invitation must include the agenda.
  5. The members may be represented in the General Assembly by proxy, provided he is authorized in writing. One proxy cannot represent more than 5 members.
  6. The General Assembly constitutes a quorum regardless of the number of members present or represented by proxy, unless otherwise stated in these statutes.
  7. Resolutions on alterations to the statutes, the dissolution of the Association and resolutions of special economical importance can only be passed if at least three quarters of all members are present or represented at the General Assembly. Resolutions on alterations to the statutes or the dissolution of the Association require in addition the consent of the responsible tax authority.
  8. Minutes must be prepared of the General Assembly and must be signed by the chairman of the meeting and the secretary. The secretary will be elected on a recommendation of the chairman of the meeting by the General Assembly. All members shall receive a copy of the minutes.
  9. A written vote may be performed in urgent cases. The Board of Directors decides on the necessity of a written vote. The wording of the resolution to be voted on and the date for presenting counter-arguments by the members must be submitted to them in writing and has to be mailed at least four weeks prior to the expiration of the date for comment. A written vote is valid if not more than 25 members object. In all other respects sections 2 to 8 apply in principle.

§ 9 Board of Directors

  1. The Board of Directors consists of at least three members but shall not exceed nine members. The members of the Board of Directors will be elected by the General Assembly for three years. Eligible are employees of Ordinary Members. The members of the Board of Directors can be recalled by the General Assembly at any time.
  2. The Board of Directors elects a chairman and a deputy chairman from among its members. The chairman and his deputy are official representatives in the sense of § 26 BGB (Civil Code); every one of them alone has the power of attorney. The chairman or his deputy is chairing the meetings of the Board of Directors and the General Assembly.
  3. The Board of Directors has, in particular, to carry out the resolutions of the General Assembly and has to do everything possible to further the aims of the Association. The Board of Directors is entitled to hand over the day-to-day business responsibilities to the Management.
  4. Within the scope of the duties according to section 3, the Board of Directors has the task of:
    1. preparing the Annual Report,
    2. approving of the annual accounts,
    3. preparing the General Assembly, especially the establishment of the agenda and the resolutions to be submitted according to the agenda,
    4. preparing the annual investment-, financial- and economical plan,
    5. appointing, recalling and controlling the Management, Beschluss der Richtlinien für die Festsetzung der Lehrgangsgebühren,
    6. setting the guidelines determining the training course fees,
    7. nominating the members of the Training Committee,
    8. nominating the members of the Financial- and Legal Committee,
  5. The invitation to the meetings is made by the chairman with two weeks’ notice. On request of at least one quarter of the Board of Directors members, a meeting shall be arranged.
  6. The Board of Directors forms a quorum, if at least half of its members are present. The Board passes a resolution with simple majority; at parity of votes, the vote of the chairman decides, in his absence the one of his deputy.
  7. In urgent cases the chairman, or in case of his disability his deputy, can request a written vote.
  8. The members of the Board of Directors perform honorary services.

§ 10 Management

  1. The Association has one or more Managing Directors.
  2. The Management has to handle the day-to-day business of the Association according to the instructions and under the supervision of the Board of Directors. The Management is authorized, within the scope of its duties, to represent the Board of Directors Chairman and his Deputy in their legal status as official representatives of the Association.
  3. The Board of Directors can appoint the Management of the VGB PowerTech E.V., Essen, as Management of the Association.
  4. The staff of the management office is obliged to follow the instructions of the Management; type and number of the employees and the content of their employment conditions are determined by the Board of Directors. On the basis of the standing orders the Board of Directors can authorize the Management in this regard to a certain extent.
  5. The Managing Directors may participate in consultative capacity in conferences and meetings of the active bodies of the Association, unless otherwise stated.

§ 11 Training Committee

  1. A Training Committee has to be nominated.
  2. Duties of the Training Committee:
    1. consultation and assistance of the Board of Directors and of the Management in performing their tasks,
    2. decision on conditions of the acceptance of students and, according to those conditions, decision on the acceptance of students,
    3. cooperation in the final examinations under consideration of the examination rules,
    4. making applications to the Association for the procurement of training material; handling of other school and training matters,
    5. assistance in the engagement and obligation of training personnel.
  3. Members of the Training Committee should be:
    1. at least eight and at most eleven representatives of the Ordinary Members,
    2. one representative of the Chamber of Industry and Commerce,
    3. one representative of the Ministry for Transportation, Energy and Regional Planning of the Land North-Rhine Westphalia,
    4. one representative of the Department Energy-, Process- and Electrical Engineering of the Universität Duisburg - Essen (UDE),
    5. one representative of the responsible trade supervisory authority,
    6. one representative of the Technical Inspection Organization,
    7. one representative of a trade union,
    8. the Training Director of the KWS,
    9. one instructor of the KWS.
  4. The members as far as they do not belong to the Committee ex officio will be nominated by the Board of Directors in agreement with the authorities in question. The duration of membership in the Training Committee is three years. Re-appointment is possible.
  5. The Training Committee appoints representatives of the Ordinary Members in the Training Committee as chairman and as his deputy.
  6. Meetings of the Training Committee are called in by the chairman or his deputy, indicating the location, the time and the agenda. The invitation is to be issued at least two weeks prior to the meeting.
  7. The Training Committee forms a quorum, if at least one-half of its members, including the chairman or his deputy, are present or represented by a proxy; a member of the Training Committee cannot represent more than one other member.
  8. The resolutions of the Training Committee are usually passed in meetings or, if necessary in writing, by email or by telephone with the simple majority of the members participating in the passing of a resolution. At parity of votes the vote of the chairman, or in his absence that of his deputy, decides.
  9. Minutes have to be made of the resolutions and to be signed by the keeper of the minutes and by the chairman or his deputy respectively.
  10. The members of the Training Committee perform honorary services.

§ 12 Financial and Legal Committee

  1. A Financial- and Legal Committee is to be established.
  2. Tasks of the Financial- and Legal Committee are:
    1. consultation and assistance of the Board of Directors and of the Management in financial and legal matters,
    2. consultation of the annual investment-, financial- and economic plan and respective recommendations to the Board of Directors and the Management,
    3. discussion of the annual statement of accounts and its submission to the Board of Directors.
  3. The Financial- and Legal Committee consists of at least three and at most nine members. They ought to belong to those companies, which are also represented in the Board of Directors.
  4. The members are appointed by the Board of Directors. The duration of the membership is 3 years. Re-appointment is possible.
  5. The Financial- and Legal Committee appoints a chairman and his deputy among its members.
  6. Meetings of the Financial and Legal Committee are called in by the chairman or his deputy, indicating the location, the time and the agenda. The invitations are to be made with at least one week‘s prior notice.
  7. The Financial- and Legal Committee forms a quorum if at least one half of its members, including the chairman or his deputy, participate in the passing of a resolution. Representation by proxy is possible. During meetings absent members can participate by voting in writing.
  8. Resolutions of the Financial- and Legal Committee are usually passed in meetings or, if necessary in writing, by email or by telephone with the simple majority of the members participating in the passing of a resolution. At parity of votes the vote of the chairman, or in his absence that of his deputy, decides.
  9. Minutes have to be made of the resolutions and to be signed by the keeper of the minutes and by the chairman or his deputy respectively.
  10. The members of the Financial- and Legal Committee perform honorary services.

§ 13 Participation Conditions

  1. The conditions for participation and admission to courses offered by the KWS are decided upon by the training committee according to suggestions from the management. They are the same for all applicants.
  2. Applications for participation in courses are to be submitted to the management.
  3. The admission to certain courses can be subjected to personal/professional or organizational conditions set by the Training Committee.
  4. The Training Committee decides on the admission according to (3) unless it asks the management to do so.
  5. In case the training courses according to (3) are overcrowded, the applicants with the best results in the entrance test will be determined (according to a point system) and admitted to the training courses.
  6. The management decides which training courses are hold, depending on the number of applicants, the rooms available, the available personnel, instructors etc.
  7. Training course fees will be charged for the participation in the training courses, which will be determined by the management according to the guidelines of the Board of Directors. For social reasons, and as far as grants, financial assistance etc. cannot be obtained from a third party, the training course fees may from case to case be fully or partially deferred or waived.

§ 14 Graduation, Certificates

The training courses of the KWS can end with an examination before the Chamber of Industry and Commerce or according to official regulations or recognition criteria. As far as such examinations are not intended, the KWS can perform examinations according to its own guidelines issued by the Training Committee.

§ 15 Subscriptions

  1. The annual subscription fee paid by the KWS members is stipulated in the subscription fee regulations (see Enclosure).
  2. The basis of subscriptions for thermal power plants is the total maximum continuous steam output. For all other plants generating heat and/or electricity the basis of subscriptions is the full-load electrical output. The basis of subscriptions is valid for all plants generating heat and/or electricity in operation or under construction at the beginning of the calendar year.
  3. The annual subscription fee is determined by the General Assembly for each calendar year according to the suggestion made by the Board of Directors. It consists of a basic fee and, if necessary, a surcharge fee, which is also determined annually by the General Assembly. The rating basis for the surcharge fee is the deficit from the annual financial report according to § 4.
  4. For the approval of the surcharge fee a special resolution of the General Assembly according to § 8 section 7 is necessary.
  5. In justified exceptions, e.g. if a prospective member company is in a difficult economical situation or in a far-off country or a country with another language than German, the Board of Directors can decide on a special basis of the subscription fee. This requires the consent of the General Assembly.
  6. The annual subscription can be paid quarterly in equal amounts. The obligation to pay the subscription begins with the calendar year in which the member joins the Association. Regardless of the termination of the membership, the subscription has to be paid until the end of the fiscal year.

§ 16 Dissolution of the Association

  1. If the Association is dissolved or loses its tax-privileged status, the assets of the Association - after satisfying the Association's contractual obligations to its staff and securing its pension obligations - shall be transferred in accordance with a resolution of the General Assembly to a corporation under public law or a recognized tax-privileged corporation, which must use the assets exclusively and directly for the purpose referred to in § 2 of these statutes. In the absence of a corporation meeting the above requirements, the assets shall be transferred to corporation without a recognized tax-privileged status having the purpose of exclusively and directly promoting the professional training of adults who cannot be admitted to education in universities.
  2. Resolutions in regard to the further use of the assets can only be executed after consent by the tax authority.

Subscription Fee Regulations
(according to § 15 of the KWS Statutes)

State: 2003-09-16

  1. The annual subscription fee is calculated according to the following provisions.
  2. For thermal power plants the basic subscription fee is 1,50 € for every ton/h equivalent maximum continuous steam output.
  3. The equivalent maximum continuous steam output for this is calculated as follows:
    1. Fossil fired thermal power plants and waste incineration plants
      Equivalent maximum continuous steam output = real maximum continuous steam output in t/h
    2. Nuclear power plants
      Equivalent maximum continuous steam output = electrical output at full load in MW × 3,3
    3. Gas turbine power plants and CCGT-plants
      Equivalent maximum continuous steam output = electrical output at full load in MW × 3,3
    4. Cogeneration plants
      Equivalent maximum continuous steam output = real maximum continuous steam output in t/h
    5. Geothermal plants
      Equivalent maximum continuous steam output = real maximum continuous steam output in t/h × 0,7
    6. Hot water plants
      Equivalent maximum continuous steam output = maximum hot water output in t/h × 0,2
  4. For all other plants generating and distributing heat and/or electricity the basic subscription fee is 5,00 € per installed MW gross output.
  5. To compensate for the limited availability of the plants mentioned under (4), the subscription fee is calculated by multiplying the basic subscription fee with the gross installed electrical output and the following reducing factors:
    1. Hydropower plants
      Reducing factor R = 0,7 for running water power plants
      Reducing factor R = 0,2 for storage- and pump-storage power plants
    2. Wind power plants
      Reducing factor R = 0,3
    3. Photovoltaic solar plants
      Reducing factor R = 0,3
    4. Thermal solar plants
      Reducing factor R = 0,3
    5. A company’s annual subscription fee is limited to 4.200 € for all plants under (5.1) to (5.4)
  6. For power plant types not mentioned explicitly the annual subscription fee is calculated correspondingly.
  7. A reducing factor R = 0,25 makes provision for plants under construction up to the year in which the commercial output starts. The construction is started when the erection decision of the Member can be implemented.
  8. The minimum subscription fee of ordinary members is equal to the subscription fee of a thermal power plant with the equivalent maximum continuous steam output of 200t/h.
  9. Affiliated members according to § 5 2. b. of the KWS statutes pay a lump annual subscription fee equal to the fee paid by members with an equivalent maximum continuous steam output of 500t/h.
  10. Sponsoring members according to § 5 2. c. of the KWS statutes and with more than 2.500 employees pay a lump annual subscription fee equal to the fee paid by ordinary members with an equivalent maximum continuous steam output of 1.200t/h.
  11. The minimum subscription fee of sponsoring members according to § 5, (2c) of the KWS statutes and with less than 2.500 employees is calculated by multiplying the abovementioned lump annual subscription fee with the following reducing factor:

    Companies with up to

    • 100 employees: R = 0,25
    • 250 employees: R = 0,35
    • 500 employees: R = 0,4
    • 1.000 employees: R = 0,6
    • 2.500 employees: R = 0,8