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Statutes of the Danube Society of Otorhinolaryngology
Statutes of the
Danube Society of Otorhinolaryngology
Name and Seat of the Association
(1) The association bears the name Danube Society of Otorhinolaryngology [Donaugesellschaft der Oto-Rhino-Laryngologie]
(2) The association has its registered seat at 3133 Stollhofen, Pfarrweg 1 and its activities extend throughout Austria and other European countries.
(3) The establishment of branch associations is not planned.
Purpose of the Association
(1) The purpose of the association is charitable and not for profit.
(2) The association shall promote the exchange and cooperation of ENT specialists within the European Danube area (in particular Germany, Austria, Slovakia, Hungary, Croatia, Serbia, Bulgaria, Romania, Moldova and Ukraine) through various activities (in particular the organisation of congresses and events as well as the allocation of financial subsidies for participants of such congresses and events).
(3) The purpose of the association is also to find sources of funding from the economy, industry, and other private and public institutions to promote scientific projects.
Means for achieving the purpose of the association
The purpose of the association is to be achieved through the immaterial and material means listed below in (1) and (2).
(1) The following serve as immaterial means (activities):
a) Organisation of events to achieve the above-mentioned purpose of the association
b) Advice and support in the organisation of events and in the ongoing operation of the event
c) Conferences and meetings to coordinate the interests of the association and to plan future events
d) Holding and attending educational, training and further education events at home and abroad
e) Creation of conditions (area-place-premises) to exercise the purpose of the association
f) Establishing contacts and connections with international ENT societies and their members
g) Publication of newsletters, association magazines and other printed materials
h) Creating lectures, discussion events and publications as well as attending congresses and training events
i) Holding events to recruit new members of any kind
j) Setting up a website
k) Public relations
(2) The necessary material resources shall be raised by means of:
a) Membership fees, registration fees
b) Income from association events and ventures (in particular, income from participation fees and income from consulting activities).
c) Donations, subsidies, grants, inheritances, sponsorship revenues, bequests, advertisements, collections.
Types of Membership
(1) The members of the association are divided into full, associate, and honorary members.
(2) Full members are those who participate in the work of the association. Associate members are those who primarily promote and support the activities of the association and its purpose financially. Honorary members are persons who are nominated for special services to the association.
Acquisition of Membership
(1) All natural persons and legal entities under public and private law as well as legal partnerships may become members of the association.
(2) Membership must be requested in writing. The Management Board makes the final decision on the admission of full and associate members. Admission can be refused without giving reasons.
(3) Prior to the legal establishment of the association, provisional admission of full and associate members shall be decided on by the founders of the association or through an already appointed Board if this is the case. This membership becomes effective only with the formation of the association. If a Board is only appointed after the formation of the association, the (effective) admission of full and associate members takes place until then by the founders of the association.
(4) Appointment as an honorary member shall be at the request of the Board to the General Assembly.
Termination of Membership
(1) Membership expires upon death, through loss of legal personality for legal partnerships and entities, or by voluntary resignation or exclusion.
(2) Resignation may take place at any time at the end of a calendar month. The Board must be notified in writing at least one month in advance. The date of the postmark is relevant for the timeliness of the notification.
(3) The Board may exclude a member if, in spite of two written reminders setting a reasonable period of grace, he is in arrears with the payment of membership fees for more than six months. The obligation to pay the due membership fees remains unaffected.
(4) The exclusion of a member from the association can also be ordered by the Board for gross violation of other member obligations and dishonourable behaviour.
(5) The revocation of honorary membership may be decided by the General Assembly upon request of the Board for the reasons stated in (4).
(6) The revocation of honorary membership may be decided upon by the General Assembly at the request of the Board or by at least one tenth of the members.
Rights and Obligations of Members
(1) Members are entitled to participate in all events of the association, unless otherwise stated, in exchange for a participation fee and to use the facilities of the association according to the conditions determined by the Board or General Assembly.
(2) Each member is entitled to ask the Board for a copy of the statutes.
(3) At least one third of members may request that the Board convenes a General Assembly.
(4) In each general meeting, members are to be informed by the Board about the activity and financial management of the association. If at least one tenth of the members request this, stating reasons, the Board must give the members concerned such information within four weeks.
(5) Members are to be informed by the Board about financial statements (accounting). If this happens during the general meeting, auditors are to be involved.
(6) 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. They must observe the statutes of the association and the decisions of the association bodies. Full and associate members (unless expressly exempted from the General Assembly) are required to pay the admission fee and membership fees on time as agreed by the General Assembly.
(7) Members who are in arrears with payment of their membership fee despite a reminder have no voting rights. They receive their voting right back again once the outstanding contributions arrive on the association’s account at the latest one week before the meeting of the members, or when cash is paid to one of the Board members at the beginning of the general meeting.
(8) The right to vote in the general meeting as well as the active and passive right to vote are only available to full and honorary members, whereby employees of the association are not entitled to vote for the duration of their employment.
Bodies of the association are the General Assembly, the Board, auditors and arbitrators.
(1) The General Assembly is the “general meeting” within the meaning of the Association Act 2002. An ordinary general meeting takes place annually.
(2) An extraordinary general meeting is held:
- upon decision of the Board;
- upon decision of the ordinary general meeting;
- upon written request of at least one third of all voting members;
- at the request of the auditors;
- upon decision of an auditor;
- upon decision of a court-appointed trustee
(3) All members must be invited to attend both ordinary and extraordinary general meetings at least two weeks before the event in writing, by fax, or by email (to the fax number or email address communicated to the association by the member). The general meeting must be scheduled by stating the agenda. The convocation is made by the Board, by the/an auditor(s), or by a court-appointed trustee.
(4) Requests for the General Assembly must be submitted in writing or by email to the Board at least one week in advance.
(5) Requests submitted after the convocation or during the general meeting (urgent requests) may only be dealt with if the General Assembly so decides. Urgent requests must not be subject to the amendment of the statutes or the dissolution of the association.
(6) All members are eligible for the General Assembly. Only full and honorary members are entitled to vote. Each member has one vote. Legal entities are represented by an authorised representative.
(7) The General Assembly has a quorum regardless of the number of persons present.
(8) A resolution of the General Assembly requires a simple majority of the valid votes cast. Resolutions whereby the statutes of the association are to be changed or the association is to be dissolved require a majority of two thirds of the valid votes cast.
(9) The chair of the General Assembly is the chairman (in his absence the deputy chairman). If both are unable to attend, the oldest member of the Board presides as the chair; if no member of the Board is present, the oldest member must occupy the chair.
(10) A report must be kept on the progress of the general meeting, in which the resolutions passed must be recorded, above all. The report is to be finalised within two weeks of the general meeting and signed by two Board members.
Duties of the General Assembly
The General Assembly reserves the right to undertake the following duties:
- Accept and approve the annual report and clearance of accounts with the involvement of the auditors
- Make decisions on the estimate
- Elect and remove the chairman, deputy chairman and other members of the Board as well as the auditors
- Approve legal transactions between auditors and the association
- Discharge the Board
- Determine the price of admission and membership fees
- Award and revoke honorary memberships
- Pass a resolution on amendments to the statutes and the voluntary dissolution of the association
- Advise and decide on other questions on the agenda and on requests
- Accept the activity reports of the association bodies
(1) The Board consists of the chairman, the secretary, the treasurer and their deputies as well as up to 6 advisory councils.
(2) The Board is elected by the General Assembly. In the event of the departure of an elected member, the Board has the right to award the position to another eligible member, which requires subsequent approval in the next general meeting. If the Board fails in general by not providing a supplementation for itself through co-optation or by taking an unforeseeable amount of time to do so, then each auditor is obliged to convene an extraordinary general meeting without delay for the purpose of electing a new Board. Should the auditors also be unable to act, every full member who recognises the emergency situation must immediately apply for the appointment of a trustee to the competent court, who must immediately convene an extraordinary general meeting.
(3) The term of office of the Board is two years. In any case, it lasts until the election of a new Board. Re-elections are permitted without restriction. The Board holds its meetings as required.
(4) The Board is convened by the chairman (in his absence by the deputy chairman) without any special formal requirements. If the deputy chairman is also prevented for an unpredictably long time, any other Board member may convene the Board.
(5) The Board has a quorum when all its members have been invited and at least half of them are present.
(6) The Board passes its resolutions by a simple majority of votes.
(7) The chairman presides as chair, or his deputy if the chairman is unavailable. If this is also not possible, the chairmanship is passed to the oldest member of the Board present or the member of the Board who is appointed by the majority of other Board members.
(8) With the exceptions of death and expiration of the term of office, the position of a Board member expires by dismissal or resignation.
(9) The General Assembly may at any time dismiss the entire Board or any of its members. The removal takes effect with the appointment of the new board/board member.
(10) Members of the Board can at any time submit their resignation in writing. The resignation declaration is to be directed to the Board, and to the General Assembly in the case of the resignation of the entire Board. The resignation will only take effect:
In the case of the resignation of individual members of the Board with the election (co-optation) of a successor or of the entire Board with the election of a new Board and its acquisition of the business.
Duties of the Board
The Board is responsible for the management of the association. It is the “governing body” within the meaning of the Association Act 2002. It is assigned all duties which have not been assigned to another association body by the statutes. In particular, the scope of Board duties comprises the following agendas:
(1) The Board shall manage the association with the due diligence of a proper and conscientious body within the framework of this statute and the decisions of the General Assembly;
(2) The establishment of an accounting system conforming to the requirements of the association with a regular record of income/expenditure and the maintenance of a list of assets as a minimum requirement;
(3) The preparation of the annual budget, the annual report and the clearance of accounts;
(4) The preparation and convening of the general assembly in the cases of section 9 (1) and (2) sub-section 1-4 of this statute;
(5) The information of association members concerning the association’s activity and financial conduct as well as the audited clearance of accounts;
(6) The management of the association’s assets;
(7) The admission and exclusion of full and associate members of the association;
(8) The admission and termination of employees of the association.
In order to regulate internal organisation, the Board may, in consideration of this statute, adopt rules of procedure.
Special Obligations of Individual Members of the Board
(1) The chairman is the highest association official and leads the ongoing activities of the association. He represents the association to the outside world, to authorities and third parties.
(2) Written counterparts of the association are only valid with the signatures of the chairman and the secretary, and the signatures of the chairman and treasurer where money is concerned.
(3) Legal authorisation to represent the association externally or to sign for it may only be granted by the members of the Board referred to above in (2).
(4) The Board can, if necessary, appoint a managing director. The managing director is responsible for the execution of the ongoing activities transferred to him in accordance with the instructions of the chairman. The managing director is entitled to represent the association together with the chairman to the outside world. Further details regarding the rights and obligations of the managing director may be laid down in separate rules of procedure, which are to be decided by the Board.
(5) Closed activities conducted in a board member’s own name or on behalf of another association member (self-dealings) require the approval of the majority of other Board members.
(6) The chairman presides over the General Assembly and the Board.
(7) The secretary supports the chairman in the management of association activities. He is responsible for managing the reports of the General Assembly and the Board.
(8) The treasurer is responsible for the proper financial management of the association.
(9) If the chairman is unavailable, the treasurer and the secretary take the place of the chairman (jointly).
(1) The two auditors shall be elected by the General Assembly for a term of two years. Re-elections are permitted without restriction. The auditors may not belong to any body other than the General Assembly whose activity is the subject of their audit.
(2) The auditors are responsible for day-to-day business control as well as the audit of the association’s financial management with regard to the regularity of accounting and the use of funds in accordance with the statutes.
(3) The annual audit report of the auditors, which must be prepared within 4 months of drawing up the statement of income and expenditure, must confirm the correctness of the accounts and the statutory use of the funds, or identify any deficiencies in management or threats to the existence of the association. Special income or expenditure is to be considered. The auditors are required to report annually to the Board and the General Assembly and to propose to the latter the discharge of the Board or its refusal. The relevant provisions for Board members otherwise apply correspondingly to the auditors.
(1) The internal court of arbitration is required for the arbitration of all disputes arising within the association. It is a “mediation board” within the meaning of the Association Act 2002 and not a court of arbitration according to sections 577 ff of the German Code of Civil Procedure.
(2) The court of arbitration shall be composed of three eligible full adult members of the association who can be elected to the Board, and is formed in such a way that each party to the dispute shall nominate a member as arbitrator to the governing body within two weeks after agreement on referral to the court of arbitration. Within a further 2 weeks, another member will be elected as chairman; in the event of a split vote, this will be decided by lot. The members of the court of arbitration shall not belong to any body except the General Assembly whose activity is the subject of the dispute.
(3) In the presence of all members, the court of arbitration makes their decision by majority vote after granting a mutual hearing. A decision will be made to the best of its knowledge. Abstention from voting is not permitted. The decision of the court of arbitration is final for the association.
Voluntary Dissolution of the Association
(1) The voluntary dissolution of the association can only be decided in a General Assembly with a two-thirds majority of all valid votes.
(2) This General Assembly also has — as far as association assets are available — to decide on the settlement. In particular, it has to appoint a liquidator and decide who should receive the remaining assets after liabilities have been covered.
(3) The last Board of the association must notify the association authorities of the voluntary dissolution in writing within 4 weeks after the decision.
Use of the association’s assets in case of dissolution of the association
In the case of dissolution of the association or loss of the previous favoured purpose of the association, the remaining assets of the association shall be used for charitable purposes within the meaning of sections 34 ff of the Federal Fiscal Code, wherein the association’s assets should be transferred to an organisation with the same goals, if possible. This organisation may again use the transferred assets only for charitable purposes within the meaning of sections 34 ff of the Federal Fiscal Code.
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