Articles of Association
§ 1 Name, Location and Area of Activity
(1) The name of the Association is:
Austro - British Society/Österreichisch-Britische Gesellschaft.
(2) The Association is based in Vienna and extends its activities to both Austria and Great Britain.
(3) The establishment of branch associations is possible.
§ 2 Purpose
Since the end of the Second World War, there have been bilateral associations in Austria, whose aim is to establish a close network of international understanding and cooperation. In this way, Austria's relations with foreign countries are sustainably supported at an informal but particularly effective level. For interstate relations and multilateral contacts are no longer confined to the field of classic diplomacy: economic, cultural and interpersonal contacts are the mainstays of an increasingly close-knit world. The spirit of coexistence and friendship has contributed significantly to the fact that in the many years since these associations were first founded, nationalism and xenophobia were decisively rejected in Austria. The well over one hundred bilateral friendship societies are grouped together in the “Federation of Austrian-Foreign Societies – PaN” (PaN stands for “Partner of all Nations”), which coordinates the diverse activities of these associations, informs each other and supports them as much as possible (see www.dachverband-pan.org).
The "Austro - British Society" (hereinafter referred to as ABS) is a non - political community on a “person-to-person” basis. Its aim is to consolidate and maintain the bilateral relations between Austria and Great Britain in all areas. It works on a voluntary basis as an impartial and honest lobbying group representing Britain in Austria and vice versa. The Association is committed to a prejudice - free and peaceful dialogue between nations, cultures and denominations.
The aim is to contribute to a broader knowledge about all aspects of Austrian and British culture, art and lifestyles, to initiate and promote the discussion of current economic, political and cultural aspects, to eradicate existing stereotype and to encourage contact between persons and organisations of the two countries and help to improve social responsibility on a personal and company level.
In this sense, and in order to fulfil these tasks, the ABS also established itself as a "Think Tank" in particular to ascertain the objective, appropriate and substantiated dealings with topics regarding the UK, the departure of Great Britain from the European Union (BREXIT), the Austro-British relations and Europolitical issues and problems. The intention is to strengthen the unique profile of the ABS as an outstanding international friendship society, therefore the Board will publish, when appropriate, studies as so - called "ABS Policy Papers", which, in pursuance of the recommendations of the Expert Council (§ 18), shall reflect the opinion of the ABS to the relevant topics.
In this context, however, the ABS will always be party-politically neutral and non-denominational. The purpose of the ABS is not intended for profit but to serve solely the above mentioned charitable principles and thus the good of civil society.
§ 3 Means of Achieving the Purpose of the Association
(1) The aims of the association shall be achieved through non-material and material resources as outlined in paragraphs 2 and 3.
(2) In order to achieve these goals, our main activities are: strengthening relations between Austria and Great Britain through contacts between people and organisations, exchanges and visits, workshops, courses, film and theatre performances, opera and ball events, readings and book presentations, exhibitions and other activities aimed at fostering the knowledge of all Austrian and British affairs, lectures and the invitation of guest speakers, mainly from the UK and Austria, to talk on current affairs or aspects of the British and Austrian economy, culture, art, history and lifestyles.
(3) The necessary material resources are to be raised by means of: membership fees, contributions by the board of trustees, donations, subsidies and other contributions.
§ 4 Types of Membership
(1) The members of the ABS are divided into Ordinary Members, Extraordinary Members and Honorary Members.
(2) Full members may be legal and natural persons, as well as legal partnerships which fully participate in the activities of the association. Board members are therefore in accordance to their function ordinary members of the Association.
(3) Extraordinary Members are those domestic and foreign legal and natural persons, institutions and organisations which promote the work of the association in an extraordinary way – materially or non-materially.
(4) Honorary Membership may be bestowed to persons who have earned particular merits for the ABS. The Board may appoint Honorary Presidents.
§ 5 Acquisition of Membership
(1)The Board has the final decision regarding the admission of Ordinary and Extraordinary Members. The application can be denied without giving reasons.
(2) The appointment of an Honorary Member shall be made at the General Meeting on request by the Board.
§ 6 Termination of Membership
(1) The membership ends by voluntary resignation, by expulsion, by a duly justified decision of the board and by death, in the case of legal persons and legal partnerships after the loss of status as a legal personality.
(2) The resignation and termination of membership through the Board may only take place on the 31st December of each year.
(3) A member may be removed by the Board if the former is in arrears with the payment of the membership fee for more than 3 months despite a one-time reminder. The obligation to pay the membership fees due shall remain unaffected.
(4) The Board may expel a member from the ABS in the event of a member showing lack of interest for the activities of the ABS or due to gross misconduct, or behaviour that is dishonourable or contrary to the aims of the ABS. Appeals against expulsion may be made at the General Meeting, but until then the membership remains suspended.
(5) The General Meeting may decide following the Boards recommendation to annul an Honorary Membership.
§ 7 Rights and Duties of the Members
(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 The amount is determined in the case of ordinary members according to the resolution of the General Meeting, otherwise according to the decision of the Board.
§ 8 Governing Bodies
The General Meeting (§§ 9 and 10), the Board (§§ 11-13), the Auditors (§ 14), the Secretary (§ 15), the Arbitral Tribunal (§ 16) and the Advisory Council (§ 17).
§ 9 General Meeting
(1) The Ordinary General Meeting is held every two years.
(2) An Extraordinary General Meeting must take place within 4 weeks of a motion passed by the Board or the General Meeting, following a duly justified request submitted in writing by at least one tenth of the members or at the request of the Auditors.
(3) At Regular and Extraordinary General Meetings, the Ordinary Members and the Honorary Members are to be invited in writing (fax or e-mail at least 2 weeks before the date) to the last (electronic) address announced by the member. The agenda of the General Meeting is to be announced. The meeting is convened by the Board. Date as per (electronic) postmark of the fax or e-mail sent.
(4) Duly justified proposals to the General Meeting must be submitted to the President in writing (fax or e-mail) at least 1 week before the date of the General Meeting. Date of mail delivery applies.
(5) Valid resolutions (except for an application for the calling of an extraordinary general meeting) can only be made via the agenda.
(6) At the General Meeting, the Ordinary Members (as long as they have paid the membership fee) and the Honorary Members are entitled to vote. The transfer of voting rights to another ordinary member by way of a written proxy is permitted, whereby each ordinary member can represent a maximum of three votes. Legal persons are represented by a proxy.
(7) The General Meeting shall always have a quorum to pass decisions regardless of the number of members present who are entitled to vote.
(8) The elections and the resolutions in the General Meeting are usually made by a simple majority of the valid votes cast. Decisions on the dissolution of the ABS, the amendment of the Articles of Association or the dismissal of the Board, however, require a qualified majority of two-thirds of the valid votes cast. The election of Honorary Members requires a unanimous vote.
(9) The General Meeting shall be chaired by the President or in his absence by one of the Vice Presidents.
(10) Urgent matters may be decided by circular. In this case, the proposal will be sent to the voting members in writing, by fax or e-mail. A vote is only possible within 14 days of receipt in writing (fax or e-mail is sufficient). Only valid votes are counted.
§ 10 Tasks of the General Meeting
The following tasks are reserved for the General Meeting:
(1) Approval of the Financial Report (which can also be carried out in writing) and of the Final Accounts (provided any membership fees have been collected).
(2) Agree on the rate of Admission Fees where applicable and Membership Fees for ordinary members.
(3) Elect and relieve members of the Board.
(4) Elect and relieve Auditors.
(5) Award and withdraw honorary member status.
(6) Decisions regarding appeals against exclusion from membership of the ABS.
(7) Decisions on amendments to the statutes and on the voluntary dissolution of the ABS.
(8) Consultation and decisions on other agenda issues.
§ 11 The Board
(1) The Board consists of: Honorary Presidents, the President, Vice Presidents, the Treasurer, Deputy Treasurer, the Secretary, Deputy Secretary and other members to the Board. The election of replacement members is permitted.
(2) The Board, as elected by the General Meeting, has the right to co-opt other members to the Board during the current term of office. In this case, the ordinary members are to be informed in writing or by e-mail.
(3) The term of office of the Board is 2 years; in any case it lasts until the election of a new Board. Retired Board Members are again eligible for election.
(4) The Board shall be convened by the President or if prevented, by one of the Vice-Presidents, in writing (fax or e-mail). Should he also be prevented for an unpredictably long period, any other member of the Board may convene the Board.
(5) The Board shall have a quorum if all its members have been invited and at least half of them are present.
(6) The Board shall pass resolutions by a simple majority vote; In the event of a tie, the chairman decides.
(7) The Board Meeting shall be chaired by the President, or by of the Vice-Presidents in his absence.
(8) Except as a result of death or the end of the term of office (paragraph 3), the function of a member of the Board ends through dismissal (paragraph 9) or through resignation (paragraph 10).
(9) The General Meeting may dismiss the entire Board or any of its Members.
(10) Board Members may announce their resignation in writing. The announcement of resignation shall be addressed to the Board, in the event of the resignation of the entire Board to the General Meeting. However, the resignation of the last two members of the Board becomes effective only after the election or co-opting of a successor or with the dissolution of the Association.
(11) When a member leaves the Board, the Board has the right to co-opt another member in his place. If the Board fails to self-supplement by co-opting at all or for an unpredictably long time, each auditor is obliged to convene without delay an Extraordinary General Meeting for the purpose of electing a new Board.
§ 12 Tasks of the Board
The Board is responsible for the management of the ABS. All tasks which are not assigned to another body of the society by the statutes are assigned to it. Its area of responsibility includes in particular the following matters:
(1) Preparing the Budget and drafting the Financial Report and Final Accounts.
(2) Preparing and convening Ordinary and Extraordinary General Meetings.
(3) Administration of the Association’s Assets.
(4) Admission and expulsion of Ordinary Members and Extraordinary Members.
(5) Admission and termination of Employees of the Association
(6) Acting on motions passed during individual meetings of the ABS.
(7) The Board can set up and convene an Advisory Council.
(8) The Board may adopt rules of procedure.
§ 13 Special Duties of individual Board members
(1) The President is the highest official of the Association and spokesman for the Board. He manages the day-to-day business and is responsible for the representation of the ABS to the outside world, especially to third parties and authorities. Extraordinary business requires the approval of one of the Vice Presidents. He chairs the General Meeting and the Board. In the event of an emergency, he is entitled to make independent decisions under his own responsibility, even in matters falling within the scope of the General Meeting or the Board; however, they must be subject to subsequent approval by the competent association body.
(2) Legal transactions between members of the Board and the Association require the approval of another member of the Board who is not involved in this business.
(3) A delegation of decision-making authority from the Board to the President is permitted.
(4) Only the President may exclusively issue legal authority to someone to represent the association externally or to sign for him.
§ 14 The Auditors
(1) The two auditors shall be elected by the General Meeting for a period of two years. Re-election is possible. The auditors may not belong to an institution - other than the General Meeting- whose activity is the subject of the audit.
(2) The auditors are responsible for the ongoing financial control (also unannounced) and the verification of the accounts. They have to report to the General Meeting on the result of the audit.
(3) In all other respects, the relevant stipulations of § 11 do apply to the auditors.
§ 15 The Secretary
If the Association's activities make it necessary, a Secretary, who can be an employee of the ABS, may be appointed by the Board. He is in charge of the Secretariat and is responsible for the execution of activities in accordance with the instructions of the Board.
§ 16 The Arbitral Tribunal
(1) If a dispute arises within the Society, then the Internal Arbitral Tribunal shall adjudicate. This is a "mediation facility" in the sense of the Association Act 2002 and not an arbitration court under §§ 577ff of the Code of Civil Procedure.
(2) The Arbitral Tribunal is composed of 3 full members. It is formed in such a way that each party to the dispute presents 1 member within 8 days as an umpire to the Board. They shall elect a chairman of the Arbitral Tribunal by majority vote; in the case of a tie amongst those proposed the drawing of lots will decide.
(3) The members of the Arbitral Tribunal may not belong to an institution other than the General Meeting whose activity is the subject of the dispute. The members of the Arbitral Tribunal must be impartial in the dispute.
(4) The Arbitral Tribunal shall make its decision in the presence of all its members by a simple majority vote. It decides to the best of its knowledge and belief. Its decision is final and binding within the Association and has to be published.
§ 17 The Advisory Council
The Advisory Council is a loose association of legal and natural persons who, for whatever reason, have an interest in Great Britain. It is a consultative body without rights and duties and is convened by the President. The chairman of the advisory council holds the title of Director-General.
§18 The Expert Council
In order to achieve the purposes described in § 2, paragraph 4, an expert council, which is chaired by the vice - president, consists of up to five additional members and is selected by the vice - president in consultation with the board of directors, who have to exhibit proven expertise in regard to Great Britain and international affairs. The Expert Council shall be convened by the Chairman and shall advise the Board of Directors in all matters referred to in § 2 (4), but in particular in the preparation of the "ABS Policy Papers". The Expert Council is, however, under no circumstances authorised to represent the ABS externally.
§ 19 Dissolution of the ABS
(1) The voluntary dissolution of the ABS may only be decided in an Extraordinary General Meeting convened for this purpose and with only a two-thirds majority of the valid votes cast.
(2) This General Meeting shall also decide on the liquidation, as long as the assets of the association are available. In particular, it has to appoint a liquidator and to take a decision as to who is to transfer the remaining assets after the liabilities have been met.
(3) With the Dissolution of the Association or if the previously favourable association purpose has ceased to exist, the remaining association assets shall be used for charitable, benevolent or ecclesiastical purposes within the meaning of §§ 344ff BAO.
(4) The final outgoing Board must notify in writing the appropriate authority of the voluntary dissolution within four weeks after the decision.
Where appropriate, gender based expressions used in the Statutes refer equally to men and women.
Statutes of the ABS, Version September 2017
Translated by Wolfgang Geissler, November 2017