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von Göler (Hrsg.) / / § 38
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§ 38 Revocation of appointment

(1) A director’s appointment may be revoked at any time without prejudice to claims for compensation resulting from existing agreements.

(2) The articles of association may restrict the permissibility of the revocation to cases in which there are important grounds therefor. Serious breach of duty or the incapacity for proper management are deemed to be such grounds.

(3) Directors are entitled to request revocation of their appointment if they are temporarily unable to carry out the duties associated with their appointment owing to pregnancy, taking parental leave, caring for a family member or illness and there is at least one other appointed director. Where directors avail themselves of this right, their appointment

  • 1.  must be revoked and an assurance given that they will be re-appointed after the expiry of the periods of protection under section 3 (1) and (2) of the Act on the Protection of Working Mothers (Mutterschutzgesetz),
  • 2.  must be revoked, in the case of their taking parental leave, caring for a family member or illness, and an assurance given in accordance with the individual director’s request for their re-appointment after a period of no more than three months; revocation of the appointment may be dispensed with if there is an important reason therefor.

In the cases referred to in sentence 2 no. 2, a director’s appointment may be revoked, upon that director’s request, for a period of no more than 12 months. Section 77a (2) does not apply during the period referred to in sentence 2 or 3 if the participation requirement would be complied with without such revocation.

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