Legal questions about winding-up meeting?

Questioner

We have planned a dissolution meeting for an association tomorrow. Now new board members have reported at the eleventh hour. What should we do now during the dissolution meeting? The motivation for dissolution is due to a lack of board members, declining membership and non-cost-covering main activities for which members no longer want to pay contributions, which means that total exploitation will no longer be cost-covering in the long term. My questions: should the vote on dissolution just go ahead now? And if it turns out that people are against dissolution, can the appointment of new directors be voted on immediately? Or does the vote on dissolution not even need to be held now that a new board is fully prepared to struggle for it?

Lawyer

The vote on the dissolution must continue. After all, it is on the agenda. If dissolution is not decided, a new meeting must be called for the election of the board. A board election cannot take place without an agenda.