§1 Name, registered office and area of activity
The association is named ‘Entwicklungsschritte gemeinsam gehen’. Its headquarters are in 3100 St. Pölten, and its activities extend throughout Austria. The establishment of branch associations is not planned.
§2 Charitable Purpose
The association, whose activities are not profit-oriented, aims to:
- Development cooperation in the Morogoro region, specifically around the municipality of Njiwa in Tanzania.
- Specifically, combating poverty and hardship by promoting education and healthcare, as well as economic and social development.
- Measures that lead to a process of sustainable economic activity and economic growth, combined with structural and social change.
- Support for individuals who are in need of material or personal assistance.
- Supporting women and men to create equal opportunities.
- Collecting donations for the aforementioned purposes.
§3 Means of achieving the association’s purpose
The association’s purpose shall be achieved through the following non-material and material means:
- Non-material means include lectures, exhibitions and meetings, discussion evenings and the publication of information materials as well as information via social media.
- The necessary material resources are to be raised through membership fees as well as proceeds from events, excursions and trips, donations, collections, bequests and other contributions.
§4 Types of Membership
The members of the association are divided into ordinary and extraordinary members.
- Regular members are those who participate in the work of the association.
- Associate members are those who primarily support the association’s activities by paying an increased membership fee.
§5 Acquisition of membership
Membership in the association is open to both natural and legal persons. The board decides on the admission of ordinary and associate members. Admission may be refused without giving reasons. Prior to the association’s formal establishment, the founding members may grant provisional membership. This membership becomes effective only upon the association’s formal establishment.
§6 Termination of Membership
Membership terminates through voluntary resignation, expulsion, death, or, in the case of legal entities, loss of legal personality. Resignation is only possible at the end of the calendar year and must be submitted to the board in writing at least six months in advance. If notification is received late, it will only take effect at the next resignation date. The date of posting is decisive for determining timeliness. The board may expel a member if, despite two written reminders and the setting of a reasonable grace period, the member is more than six months in arrears with membership dues. The obligation to pay outstanding membership dues remains unaffected. The board may also expel a member for gross violation of other membership obligations or for dishonorable conduct.
§7 Rights and obligations of members
Members are entitled to participate in all club events and to use the club’s facilities. Voting rights at the general meeting, as well as the right to vote and to be elected, are reserved for full members. Members are obligated to promote the club’s interests to the best of their ability and to refrain from any action that could negatively affect the club’s reputation or purpose. They must comply with the club’s statutes and the resolutions of its governing bodies. Full and associate members are obligated to pay their membership dues on time and in the amount determined by the general meeting.
§8 Club bodies
The organs of the association are the General Assembly (§§9 and 10), the Executive Board (§§11 to 13), the auditors (§14) and the arbitration tribunal (§15).
§9 The General Assembly
The ordinary general meeting takes place every two years. An extraordinary general meeting is convened within four weeks upon a resolution of the board of directors, the ordinary general meeting, or upon a written, reasoned request from at least one-tenth of the voting members (Section 7, Paragraph 1 and Section 9, Paragraph 6), or at the request of the auditors. All members must be invited in writing to both ordinary and extraordinary general meetings at least two weeks in advance. The notice of the general meeting must include the agenda. The board of directors is responsible for convening the meeting..
Motions for consideration at the General Meeting must be submitted to the Board in writing at least three days prior to the date of the General Meeting. Valid resolutions – except those concerning a motion to convene an Extraordinary General Meeting – can only be passed on items included in the agenda. All members are entitled to attend the General Meeting. Only full members are entitled to vote. Each member has one vote. Legal entities are represented by an authorized representative. The transfer of a legal entity’s voting rights to another member is permitted by means of written authorization. The General Meeting constitutes a quorum if half of all voting members or their representatives (paragraph 6) are present. If the General Meeting does not constitute a quorum at the scheduled time, it will commence 30 minutes later with the same agenda and will constitute a quorum regardless of the number of members present. Elections and resolutions at the General Meeting are generally passed by a simple majority vote. Resolutions to amend the association’s statutes or to dissolve the association require a qualified majority of two-thirds of the valid votes cast. The chairperson of the general meeting is the president; in their absence, the vice president presides. If both are absent, the oldest board member present presides.
§10 Scope of duties of the General Assembly
The following tasks are reserved for the General Assembly:
- Receipt and approval of the accountability report and the financial statements;
- Decision on the budget;
- Election, appointment and removal of the members of the board of directors and the auditors;
- Approval of legal transactions between board members and auditors with the association;
- Discharge of the Board of Directors;
- Setting the amount of membership fees for ordinary and extraordinary members;
- Awarding and revocation of honorary membership;
- Decisions regarding amendments to the statutes or the voluntary dissolution of the association;
- Discussion and decision-making on other items on the agenda.
§11 The Board
The board consists of a maximum of six members: the chairperson, secretary, treasurer, and their respective deputies. The board is elected by the general assembly. If a board member resigns, the board has the right to co-opt another eligible member to fill the vacancy, subject to subsequent approval at the next general assembly. If the board becomes entirely or for an unforeseeably long period incapacitated without filling the vacancy through co-option, each auditor is obligated to immediately convene an extraordinary general assembly for the purpose of electing a new board. Should the auditors also be unable to act or not be available, any ordinary member who recognizes the emergency situation must immediately apply to the competent court for the appointment of a curator, who must then promptly convene an extraordinary general assembly. The term of office for board members is two years; re-election is permitted. The board is convened by the chairperson, or, if the chairperson is unavailable, by the deputy chairperson, either in writing or verbally. If both are unavailable for an unforeseeably long period, any other board member may convene the board. The board has a quorum when all its members have been invited and at least half of them are present. The board makes its decisions by a simple majority vote; in the event of a tie, the chairperson’s vote is decisive. The chairperson presides over the meetings, or, if the chairperson is unavailable, their deputy presides. If both are unavailable, the oldest board member present presides. A board member’s term of office ends upon death, expiration of the term (paragraph 5), removal (paragraph 11), or resignation (paragraph 12). The general meeting may remove the entire board or individual members from office at any time. The removal takes effect upon the appointment of the new board or board member. Board members may resign at any time by submitting a written resignation. The resignation must be submitted to the board of directors, or, in the case of the resignation of the entire board, to the general meeting. The resignation only becomes effective upon the election or co-option (paragraph 2) of a successor.
§12 Responsibilities of the Board
The board of directors is responsible for managing the association. It is responsible for all tasks not assigned to another body of the association by the statutes. Its responsibilities include, in particular, the following matters:
- Preparation of the annual budget, as well as drafting of the accountability report and the financial statements;
- Preparation of the General Assembly;
- Convening of the ordinary and extraordinary general meetings;
- Management of the association’s assets;
- Admission and exclusion of club members;
- Hiring and dismissal of club employees.
§13 Special duties of individual board members
The chairperson represents the association externally. Written documents of the association require the signatures of the chairperson and the secretary to be valid; in financial matters (i.e., transactions involving assets), the signatures of the chairperson and the treasurer are required. Legal transactions between board members and the association also require the approval of the general meeting to be valid. Powers of attorney to represent the association externally or to sign on its behalf may only be granted by the board. In urgent situations, the chairperson is authorized to issue orders independently and at their own risk, even in matters falling within the purview of the general meeting or the board; however, these orders require subsequent approval by the competent body of the association. The chairperson presides over the general meeting and the board meetings. The secretary assists the chairperson in managing the association’s affairs. He/She is responsible for keeping the minutes of the general assembly and the board meetings. The treasurer is responsible for the proper financial management of the association. In the event of the chairperson, secretary, or treasurer being unable to perform their duties, their respective deputies will take their place.
§15 The Arbitration Tribunal
The club’s internal arbitration tribunal is responsible for settling all disputes arising from the club’s affairs. The arbitration tribunal consists of three regular club members. It is formed as follows: one party to the dispute nominates a member to the board as an arbitrator. Upon request by the board within seven days, the other party to the dispute nominates a member of the arbitration tribunal within 14 days. After notification by the board within seven days, the nominated arbitrators elect a third regular member to serve as chairperson of the arbitration tribunal within a further 14 days. In the event of a tie, the chairperson is chosen by lot from among the nominees. The arbitration tribunal renders its decision by simple majority vote, provided all members are present. It decides to the best of its knowledge and conscience. Its decisions are binding within the club.
§16 Dissolution of the Association
The voluntary dissolution of the association can only be decided upon at an extraordinary general meeting convened specifically for this purpose and only by a two-thirds majority of the valid votes cast. This general meeting must also decide on the liquidation of the association, provided it has assets. In particular, it must appoint a liquidator and decide to whom this person is to transfer the remaining assets of the association after settlement of liabilities. Upon dissolution of the association or upon the cessation of its previously designated charitable purpose, the remaining assets of the association must be used for charitable, benevolent, or religious purposes within the meaning of Sections 34 et seq. of the Austrian Federal Tax Code (BAO). The last board of directors must notify the competent security directorate in writing of the voluntary dissolution within four weeks of the resolution being passed. It is also obligated to publish the voluntary dissolution in an official gazette within the same period.
