The statutes

Statutes [1] [2] of the association

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§ 1: Name, seat and area of activity

The Union bears the name ".............................................. .................................................

.................................................. .................................................. ................................................ ".

It is based in ............................................. ............ and extends its activity to [3]

.................................................. .................................................. .................................................. .

The establishment of branch associations is / is not intended.

§ 2: Purpose

The association, whose activity is not aimed at profit, aims [4] ...................................

.................................................. .................................................. .................................................

§ 3: Means to achieve the purpose of the association

The purpose of the association is to be achieved through the non-material and material means listed in Paragraphs 2 and 3.

Serving as ideal means [5] [6]

.................................................. .................................................. .............................................
.................................................. .................................................. .............................................
.................................................. .................................................. .............................................
.................................................. .................................................. .............................................
.................................................. .................................................. .............................................

The necessary material resources are to be raised by [7] [8]

Joining Fees and Membership Fees
.................................................. .................................................. ...........................................
.................................................. .................................................. ...........................................
.................................................. .................................................. ...........................................
.................................................. .................................................. ...........................................

§ 4: Types of Membership

The members of the association are divided into ordinary, extraordinary and honorary members.

Ordinary members are those who fully participate in the association's work. Extraordinary members are those who promote the association's activities primarily by paying an increased membership fee. Honorary members are people who are appointed for special services to the association.

§ 5: Acquisition of membership

Members of the association can include all physical persons who [9] ...................................... .......

.................................................. .................................................. .................................................. .................................................. .................................................. ................................., as well as legal persons and partnerships with legal capacity [10] .

The board decides on the admission of full and extraordinary members. The recording can be refused without giving reasons.

Until the formation of the association, full and extraordinary members are temporarily accepted by the association's founders, in the case of an already appointed board of directors. This membership only becomes effective when the association is established. If a board of directors is only appointed after the establishment of the association, the (definitive) admission of full and extraordinary members will also take place by the founders of the association up to that point.

The appointment as honorary member is made at the request of the Board of Directors by the General Assembly.

§ 6: Termination of Membership

Membership expires through death, in the case of legal persons and partnerships with legal capacity through loss of legal personality, through voluntary resignation and through exclusion.

Resignation can only take place on [11] .......................................... ..........................................take place. It must be communicated in writing to the board of directors at least ...................... month (s) in advance. If the notification is made late, it will only take effect on the next departure date. The date of posting is decisive for timeliness.

The board of directors can exclude a member if he is more than six months in arrears with the payment of the membership fees despite two written reminders with a reasonable grace period. The obligation to pay the membership fees that have become due remains unaffected.

The board of directors can also exclude a member from the association for gross violation of other membership obligations and for dishonorable behavior.

The revocation of honorary membership can be decided by the General Assembly upon application of the Board of Directors for the reasons mentioned in Paragraph 4.

§ 7: Rights and duties of the members

The members are entitled to participate in all events of the association and to use the facilities of the association. The right to vote in the General Assembly as well as the active and passive right to vote is available only to ordinary and honorary members.

Every member is entitled to demand that the board hand over the statutes.

At least one tenth of the members can request that the board call a general assembly.

The members are to be informed by the board of directors about the activities and financial management of the association at each general assembly. If at least one tenth of the members request this, stating reasons, the board of directors has to give the members concerned such information within four weeks.

The members are to be informed by the board of directors about the audited financial statements (accounting). If this happens in the general assembly, the auditors are to be involved.

The members are obliged to promote the interests of the association to the best of their ability and to refrain from anything that could damage the reputation and purpose of the association. You have to observe the association's statutes and the resolutions of the association's organs. Ordinary and associate members are obliged to pay the membership fee and membership fees on time in the amount decided by the General Assembly.

§ 8: Association organs

Organs of the association are the general assembly (§§ 9 and 10), the board (§§ 11 to 13), the auditors (§ 14) and the arbitration tribunal (§ 15).

§ 9: General Assembly

The general assembly is the "general assembly" within the meaning of the Association Act 2002. An ordinary general assembly takes place [12] ................................................ instead of.

An extraordinary general assembly takes place on

Decision of the board of directors or the ordinary general assembly,
written application from at least one tenth of the members,
Requests by the auditors (Section 21 (5) first sentence of the Association Act),
Decision of the auditor (s) (Section 21 (5) second sentence of the Association Act, Section 11 (2) third sentence of these statutes),
Resolution of a court-appointed curator (Section 11, Paragraph 2, last sentence of these statutes)

took place within four weeks.

All members must be invited to both the ordinary and extraordinary general assemblies at least two weeks in advance in writing, by fax or by email (to the fax number or email address provided by the member to the association). The general assembly must be called with details of the agenda. The meeting is convened by the board of directors (para. 1 and para. 2 lit. a - c), by the auditor (para. 2 lit. d) or by a court-appointed curator (para. 2 lit. e).

Proposals for the General Assembly must be submitted to the Board of Directors in writing, by fax or by e-mail at least three days before the date of the General Assembly.

Valid resolutions - with the exception of those relating to a motion to convene an extraordinary general meeting - can only be passed on the agenda.

All members are entitled to participate in the general assembly. Only ordinary and honorary members are entitled to vote. Each member has one vote. The transfer of voting rights to another member by means of a written authorization is permitted.

The General Assembly has a quorum regardless of the number of people present.

The elections and resolutions in the General Assembly usually take place with a simple majority of the valid votes cast. Resolutions with which the statutes of the association are to be changed or the association is to be dissolved, however, require a qualified majority of two thirds of the valid votes cast.

The chairman of the general assembly is chaired by the chairman, while his / her deputy is unable to do so. If this is also prevented, the eldest member of the Board of Management present takes the chair.

§ 10: Duties of the General Assembly

The following tasks are reserved for the General Assembly:

Resolution on the budget;
Receipt and approval of the statement of accounts and the closing of accounts with the involvement of the auditors;
Election and removal of the members of the board of directors and the auditors;
Approval of legal transactions between auditors and the association;
Discharge of the board of directors;
Determination of the amount of the membership fee and membership fees for full and extraordinary members;
Granting and withdrawing honorary membership;
Resolution on amendments to the statutes and the voluntary dissolution of the association;
Advice and resolution on other issues on the agenda.

§ 11: Board of Directors

The board consists of six members, namely the chairman and deputy, secretary and deputy, and treasurer and deputy [13] .

The board is elected by the general assembly. If an elected member resigns, the board has the right to co-opt another elected member in his place, for which the subsequent approval must be obtained at the next general assembly. If the board of directors is absent at all or for an unpredictably long period of time without self-completion through co-opting, every auditor is obliged to call an extraordinary general assembly immediately for the purpose of electing a new board. If the auditors are also unable to act, every full member who recognizes the emergency situation must immediately apply to the competent court for the appointment of a curator, who must immediately convene an extraordinary general assembly.

The term of office of the board is [14] .................. Years; Re-election is possible. Every function on the board of directors must be carried out personally.

The board of directors is convened by the chairman or, if he / she is unable to attend, by his / her deputy, in writing or orally. If this is also prevented for an unpredictably long time, any other board member may convene the board.

The board has a quorum if all of its members have been invited and at least half of them are present.

The board of directors makes its resolutions with a simple majority of votes; in the event of a tie, the chairman has the casting vote.

The chairperson is the chairperson, if he / she is unable to attend, his / her deputy. If this is also prevented, the chairmanship is incumbent on the board member who is the oldest present in years or that board member who is determined by the majority of the other board members.

Apart from death and expiry of the term of office (Paragraph 3), the function of a member of the Board of Management expires through dismissal (Paragraph 9) and resignation (Paragraph 10).

The General Assembly can remove the entire Board of Directors or individual members at any time. The dismissal comes into force with the appointment of the new board member or board member.

The board members can declare their resignation in writing at any time. The declaration of withdrawal is to the board of directors, in the event of the resignation of the entire board of directors to the general assembly. The resignation only becomes effective with the election or co-opting (para. 2) of a successor.

§ 12: Duties of the Board of Directors

The management of the association is incumbent on the board of directors. It is the "management body" within the meaning of the Association Act 2002. It is responsible for all tasks that are not assigned to another association body by the statutes. The following matters in particular fall within its scope:

Establishment of an accounting system that meets the requirements of the association with ongoing recording of income / expenses and keeping a list of assets as a minimum requirement;
Preparation of the annual budget, the statement of accounts and the accounts;
Preparation and calling of the General Assembly in the cases of § 9 Paragraph 1 and Paragraph 2 lit. a - c of these Articles of Association;
Informing the association members about the association's activities, the association's conduct and the audited financial statements;
Administration of the association's assets;
Admission and exclusion of ordinary and extraordinary members of the association;
Admission and termination of employees of the association.

§ 13: Special duties of individual board members

The chairman / chairwoman manages the day-to-day business of the association. The secretary supports the chairperson in managing the association's business.

The chairperson represents the association externally. Written copies of the association require the signatures of the chairman and the secretary in order to be valid; Legal transactions between board members and the association require the consent of another board member.

Legal authorization to represent the association externally or to sign for it can only be granted by the board members named in Paragraph 2.

In the event of imminent danger, the chairperson is entitled, under his own responsibility, to make arrangements independently, even in matters that fall within the sphere of action of the general assembly or the board of directors; internally, however, these require subsequent approval by the responsible association body.

The chairperson chairs the general assembly and the board of directors.

The secretary keeps the minutes of the general assembly and the board of directors.

The cashier is responsible for the proper financial management of the association.

In the event that he / she is unable to attend, the chairperson, secretary or cashier will be replaced by their deputies.

§ 14: Auditor

Two auditors are elected by the General Assembly for a term of [15] ............... years. Re-election is possible. The auditors may not belong to any body - with the exception of the general assembly - whose activities are the subject of the audit.

The auditors are responsible for the ongoing business control as well as the examination of the financial management of the association with regard to the correctness of the accounting and the use of funds in accordance with the statutes. The board of directors has to present the necessary documents to the auditors and to provide the necessary information. The auditors have to report the result of the audit to the board of directors.

Legal transactions between the auditors and the association require the approval of the general assembly. In addition, the provisions of Section 11 Paragraphs 8 to 10 apply mutatis mutandis to the auditors.

§ 15: Court of Arbitration

The association's internal arbitration tribunal is appointed to arbitrate all disputes arising from the association. It is an "arbitration institution" within the meaning of the Association Act 2002 and not an arbitration tribunal according to §§ 577 ff ZPO.

The arbitral tribunal consists of three regular members of the association. It is formed in such a way that a party to a dispute names the board of directors in writing with a member as an arbitrator. Upon request by the board within seven days, the other party to the dispute nominates a member of the arbitral tribunal within 14 days. After being informed by the board within seven days, the nominated arbitrators elect a third full member to chair the arbitral tribunal within a further 14 days. With equality of votes among those proposed lots. The members of the arbitral tribunal may not belong to any body - with the exception of the General Assembly - whose activities are the subject of the dispute.

The arbitral tribunal makes its decision after granting a mutual hearing in the presence of all its members with a simple majority of votes. It decides to the best of my knowledge and belief. Its decisions are final.

§ 16: Voluntary dissolution of the association

The voluntary dissolution of the association can only be decided in a general assembly and only with a two-thirds majority of the valid votes cast.

This general assembly also has to decide on the liquidation - provided that the association's assets are available. In particular, it has to appoint a liquidator and make a resolution to whom he or she has to transfer the association's assets remaining after the liabilities have been covered. As far as this is possible and permitted, this property [16] should go to an organization that pursues the same or similar purposes as this association, otherwise social welfare purposes [17] .

[1] Sample within the meaning of the Association Act 2002 applicable from 01.07.2002, Federal Law Gazette I No. 66/2002.

(This statutes template is suitable for further processing. It can also be supplemented. Please delete the inapplicable and the footnotes before you submit the statutes to the association authority)

Necessary changes compared to the previous model within the meaning of the Association Act 1951 can be found in Section 5 Paragraph 3 (formerly Paragraph 4), Section 9 (2), Section 10 (d) (previously letter c), Section 13 (1) first sentence (second sentence, earlier (5)), Section 13 (2) second sentence (previously (1)), Section 13 (4) second half-sentence (formerly para 3), Section 14 (1) second sentence, Section 14 (2), Section 15 (2) last sentence, Section 15 (3) first sentence.

Some further adjustments are based on practical considerations (Section 5 (1), Section 6 (1), Section 9 (1) first sentence, Section 9 (3) first sentence, Section 9 (4), Section 9 (6) fourth sentence deleted, Section 9 (7), Section 9 (8) first sentence, Section 11 (3) first sentence, Section 11 (7) second sentence, Section 12 second sentence , Section 12 lit a and e, Section 14 (3) first and second sentence, Section 15 (1) second sentence).

There are also a few adjustments to the printout.

[2] Particularly with regard to the organizational structure of large associations and the operation of their own companies, specific adaptations or additions to the statutes are recommended. For a statute model coordinated to obtain tax privileges when working for charitable, benevolent or church purposes (§§ 34 ff BAO) see under association guidelines of the Federal Ministry of Finance . You can find the pattern there under point 13.

[3] eg to the whole world, all of Austria, the area of the federal state XY or the area of the city / municipality YZ.

[4] The Association Act requires a clear and comprehensive description of the purpose.

[5] "For a statute model coordinated to obtain tax benefits when working for charitable, benevolent or church purposes (§§ 34 ff BAO), see the association guidelines of the Federal Ministry of Finance . You can find the model there under item 13."

[6] Activities such as lectures and meetings, social gatherings, discussions, issuing publications, setting up a library.

[7] "For a statute model tailored to obtaining tax benefits when working for charitable, benevolent or church purposes (§§ 34 ff BAO), see the association guidelines of the Federal Ministry of Finance . You can find the model there under item 13."

[8] Apart from the widespread accession fees and membership fees, income from events or from the company's own activities, donations, collections, bequests and other donations can also be considered.

[9] Restrictions, for example with regard to age, gender, citizenship, occupation, and integrity are possible, but not required.

[10] These are the open company (OG) and the limited partnership (KG).

[11] E.g. December 31 of each year.

[12] eg annually, every two or every four years (based on the term of office of the board of directors in accordance with Section 11 (3)). The association law requires that a general meeting be called at least every five years.

[13] The Association Act requires that the management body of the association consists of at least two natural persons.

[14] eg two or four years (in line with the interval between ordinary general meetings according to § 9 Paragraph 1).

[15] eg two or four years (in accordance with the interval between ordinary general meetings according to § 9 Paragraph 1).

[16] The Association Act also allows a provision according to which remaining association assets are to be distributed to the members insofar as they do not exceed the value of the contributions made by them. In this case, additional information is required as to what should be done with any remaining assets.

[17] "For a statute model coordinated to obtain tax benefits when working for charitable, benevolent or church purposes (§§ 34 ff BAO), see the association guidelines of the Federal Ministry of Finance . You can find the model there under item 13."