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Articles of Association

§ 1 Name, registered location and sphere of activity

(1) The name of the society is: Österreichisch-Britische Gesellschaft / Austro-British Society (ABS)
(2) The society has its registered office in Neudorf near Vienna and its activities cover both Austria and Great Britain.
(3) It is possible that associated branches may be set up.

§ 2 Purpose

Since the end of the Second World War, many bilateral associations have been founded in Austria aimed at building a close network of cooperation and mutual understanding among nations. This has helped sustainably to put Austria's relations with other countries on an informal but particularly effective level. After all, relations between countries and multilateral contacts are no longer restricted to the domain of classic diplomacy: nowadays, economic, cultural and interpersonal contact all add up to a picture of a world that is becoming increasingly small and local. The spirit of friendship and cooperation has done much over the many years since the first societies were founded in the move towards utterly rejecting nationalism and xenophobia in Austria. Well over 100 bilateral friendship societies are represented in the umbrella organisation of Austrian-foreign societies, “Partner of all Nations (PaN)”, which coordinates the many various activities of these associations, facilitating the flow of information between them, and supporting them wherever possible (see www.dachverband-pan.org).

The “Austrian - British Society” (hereafter referred to as the ABS) is a non-political working society operating on a people-to-people level. It seeks to help nurture and strengthen enduring bilateral relations between Austria and Britain in all areas of life. It works on a voluntary basis as an impartial and honest lobby group representing Britain in Austria and vice versa. The society is committed to an unprejudiced and peaceful dialogue between nations, cultures and confessions. The ABS is a not-for-profit organisation which pursues directly and exclusively the charitable aims as outlined above, in the sense of the Austrian Federal Tax Code (BAO), and which thereby serves the good of civil society.

The Austro-British Society (ABS) actively encourages economic, social and cultural exchange and dialogue between Britain and Austria. Our goal is to strengthen British-Austrian relations in all aspects of public and cultural life. We are an independent society, listed in the official register of associations, whose members are from all walks of life. The society receives the active support of the Austrian and British governments. The Austro-British Society was originally founded in Vienna in 1946 and was re-established in December 2009.

We aim to contribute to a broader awareness of all aspects of Austrian and British culture, art and way of life, to initiate discussion on current economic, political and cultural affairs, to help eradicate prevailing stereotypes and encourage contact between people and organisations in both countries; and to help improve social responsibility on a personal and organisational level.

§ 3 Means of achieving the society's aims

 

 

(1) The aims of the society shall be achieved through the immaterial and material resources outlined in paragraphs 2 and 3.
(2) The main activities through which we achieve our aims are: consolidating relations between Austria and Britain through contacts between people and organisations, reciprocal exchanges and visits, workshops, courses, film, theatre and opera evenings, balls, readings, book presentations, exhibitions and other activities aimed at spreading awareness of Austrian and British affairs, inviting guest speakers, principally from Britain and Austria, to talk on current affairs or aspects of British and Austrian business, culture, art, history and way of life.
(3) The necessary material resources shall be raised through: membership fees, board of trustees' fees, donations, subsidies and other contributions.

§ 4 Classes of membership

(1) Membership of the ABS is divided into ordinary members, associate members and honorary members.
(2) Ordinary members include legal and natural persons who participate fully in the work of the society. Because of their role, members of the board are therefore ordinary society members.
(3) Associated members include both foreign and domestic legal and natural persons, institutions and organisations which support the work of the society in an exceptional way, whether immaterially or materially. If the executive committee so chooses, given a simple majority vote in favour, they may be referred to for organisational purposes during a board of trustees' meeting as the network of “Britain's friends in Austria”.
(4) Persons may be elected to the status of honorary members who have made a particularly outstanding contribution to the ABS. An honorary president may be appointed by the executive committee.

 

§ 5 Becoming a member

(1) The final decision over the admission of ordinary and associate members rests with the executive committee. Admission may be refused without explanation.
(2) Honorary members are elected at the general meeting upon nomination by the executive committee.

 

§ 6 Termination of Membership

(1) Membership may be terminated through voluntary withdrawal, cancellation, exclusion, upon the objectively justified decision of the executive committee (particularly when a member shows a lack of interest in the work of the ABS) or through death.
(2) Decisions by the executive committee regarding the withdrawal and termination of membership may only be implemented once a year on 31 December.
(3) The executive committee may cancel the membership of an ordinary member if he remains in arrears of payment of membership fees for over 12 months, despite three warnings. The obligation to pay outstanding membership fees remains unaffected.
(4) The executive committee may exclude a member from the ABS on the grounds of gross violation of membership obligations and behaviour that is dishonourable or contrary to the aims of the ABS. Appeals against exclusion may be made at the general meeting, until the decision of which all membership rights are retained.
(5) Honorary membership can be withdrawn by the general meeting at the proposal of the executive committee.

§ 7 Members' rights and obligations

(1) Members have the right to take part in all events organised by the ABS and to make use of the ABS' facilities. Ordinary members enjoy the right to vote in the general meeting (as long as they have paid their membership fees), as do honorary members.
(2) Members shall do all they can to further the interests of the ABS and to desist from anything which may cause harm to the reputation and the aims of the ABS. They shall observe the society's statutes and the decisions passed by the various organs of the society. Members shall be punctual in their payment of membership fees or board of trustees' fees. The rate of fees for ordinary members shall be decided on by the general meeting, and those of other membership classes by the executive committee.

§ 8 Organs of the society

 

 

The organs of the ABS are: The board of trustees (§ 4 para.3), the general meeting (§§ 9 and 10), the executive committee (§§ 11-13), the accountants (§ 14), the secretariat (§ 15), the arbitration panel (§ 16) and the advisory committee (§ 17).

§ 9 The general meeting

(1) The ordinary general meeting takes place every 2 years.
(2) An extraordinary general meeting may take place within 4 weeks of a motion passed by the executive committee or the general meeting, following a justified proposal submitted in writing by at least one tenth of the members or at the request of the accountants.
(3) Ordinary members and honorary members shall be sent written invitations to both the ordinary and extraordinary general meetings at least 2 weeks in advance of the meeting date. The date and location of the general meeting shall be provided along with the agenda. It shall be convened by the executive committee.
(4) Well-justified motions for the general meeting agenda, sent either by post or by email, should reach the executive committee chairman at least 2 weeks before the date of the general meeting.
(5) Decisions passed are only valid when included on the agenda (with the exception of motions regarding convening an extraordinary general meeting).
(6) Ordinary members enjoy the right to vote in the general meeting (as long as they have paid their membership fees), as do honorary members. The right to vote may be transferred to another ordinary member by means of written authorisation, whereby any ordinary member may vote on behalf of a maximum of three others.
(7) The general meeting has quorum to pass decisions regardless of the number of members present who are entitled to vote.
(8) Simple majority voting shall be used as a rule for decision making and adopting actions at the general meeting. However, decisions regarding the dissolution of the ABS or the dismissal of the executive committee require a qualified majority of two thirds of the votes cast. The election of honorary members requires a unanimous vote.
(9) The general meeting shall be chaired by the president, and by the 1st vice president in his absence.
(10) Decisions regarding urgent issues may be taken by means of a circular letter. In such cases, the motion shall be sent to all members entitled to vote by post, fax or email. Members shall submit their votes by post, fax or email within 14 days of receipt of the notice.

 

§ 10 Scope of the general meeting

The general meeting is reserved for the following functions:
(1) Approval of the financial report (which can also be carried out in writing) and of the balance of accounts (as long as membership fees have been paid).
(2) Agreeing on the rate of entrance fees where applicable and membership fees for ordinary members.
(3) Election and voting out of members of the executive committee.
(4) Election and discharge of the accountants.
(5) Awarding and withdrawing honorary member status.
(6) Decisions regarding appeals against exclusion from membership of the ABS.
(7) Decisions on amendments to the statues and on the voluntary dissolution of the ABS.
(8) Consultation and decisions on other issues on the agenda.

§ 11 The executive committee 

(1) The executive committee consists of: Honorary presidents, the president, vice presidents, the treasurer, deputy treasurer, the secretary, deputy secretary and other members of the executive committee. There shall be a maximum of 12 members. There may be a vote for replacement members.
(2) The executive committee, as voted in by the general meeting, has the right to co-opt further committee members up to the maximum number specified in para (1) during the term of office. In such an event, members shall be informed of this in writing or by email.
(3) The term of office of the executive committee is 2 years, and in any event it lasts until the election of a new committee. Retired executive committee members may be voted in again.
(4) The executive committee shall be convened by the president, and by the 1st vice president in his absence, in writing or by email.
(5) The executive committee has quorum to take decisions as long as all of its members are invited to attend and at least half are present.
(6) The executive committee shall take decisions according to a simple majority vote; in the event of a tied vote, the chair shall have the casting vote.
(7) The executive committee is chaired by the president and by the 1st vice president in his absence.
(8) Other than through death or the expiry of the term of office (para. 3), an executive committee may cease to function due to dismissal (para. 9) or resignation (para. 10).
(9) The general meeting may dismiss the entire executive committee or individual members.
(10) Members of the executive committee may announce their resignation in writing. An announcement of resignation should be addressed to the executive committee, and, in the case of the resignation of the entire executive committee, to the general meeting. The resignation only becomes effective upon the election or co-optation of a successor.

§ 12 Scope of the executive committee

 

 

The executive committee is responsible for the management of the ABS. It takes responsibility for all tasks which are not allocated by the statutes to another organ of the society. The following affairs in particular fall within its scope of activity:

(1) Preparing the budget and drafting the financial report and balance of accounts.
(2) Preparing and convening ordinary and extraordinary general meetings.
(3) Managing society funds.
(4) The admission, exclusion and cancellation of membership of ordinary and associate members.
(5) Planning the meetings of the ABS.
(6) Carrying out actions which arise from motions passed during individual meetings of the ABS.
(7) Establishing and convening the advisory council.
(8) Deciding on an agenda.

§ 13 Particular duties of individual executive committee members

 

 

(1) The president is the highest functionary of the society and is the speaker of the executive committee. He is responsible for representing the ABS externally, especially to third persons and authorities. He chairs the general meeting and the executive committee. In the event of imminent danger, he has the right to take executive decisions, even on issues which usually fall within the scope of the general meeting or the executive committee; such decisions must, however, receive retrospective approval from the relevant organ of the society.
(2) The president, the 1st vicepresident and the 2nd vicepresident together form the so-called “presidium”. It is responsible for conducting the day-to-day business. Decision-making powers may be delegated from the executive committee to the presidium.

 

§ 14 The accountants

 

 

(1) The two accountants are elected by the general meeting for a term of 2 years. They may be re-elected.
(2) The accountants are responsible for day-to-day financial reviews (also without warning) and for scrutinising the balance of accounts. They shall report to the general meeting on the outcome of their reviews.
(3) In other respects, the relevant stipulations of § 11 also apply to the accountants.

§ 15 The secretariat

 

 

If the extent of the society's activities requires it, the executive committee may appoint a secretary, who may be an employee of the ABS. He shall be responsible for managing the secretariat and for handling actions according to instructions given by the executive committee.

§ 16 The arbitration panel

 

 

(1) The arbitration panel shall settle all disputes arising from the society's affairs.
(2) The panel shall consist of 3 ordinary members of the society. It functions in such a way that, within 8 days, each party to a dispute nominates to the executive committee one member as an arbitrator. The chair of the arbitration panel is elected according to a majority vote; in the case of a tied vote, a nominee is chosen by lot.
(3) The members of the arbitration panel may not belong to any organ of the society (except for the general meeting), the activity of which is the focus of the dispute. The members of the arbitration panel must not be involved in the dispute.
(4) The arbitration panel reaches its decision in the presence of all members with a simple majority vote. It shall decide according to the best of its knowledge and judgement. Its decisions have the final say within the society and are to be announced.

§ 17 The advisory council

 

 

The advisory council is a loose association of legal and natural persons who, for whatever reason, have an interest in Britain. It is an advisory organ without rights or responsibilities and is convened by the presidium. The chair of the advisory council has the title of general director.

§ 18 Dissolution of the ABS

 

 

(1) The voluntary dissolution of the ABS can only be decided on during an extraordinary general meeting convened especially for this purpose and only when voted on with a two thirds majority of the valid votes cast.
(2) This general meeting must also decide on the matter of liquidation if there are society assets to dispose of. In particular, it must appoint a liquidator and pass a resolution indicating to whom he should transfer any society assets remaining after liabilities have been covered. These assets must fall to a charitable, not-for-profit organisation.

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All gender specific expressions used in these statutes, in so far as it affects the meaning of what is written, refer to men and women equally.Articles of Association