EULEAD association statutes
§ 1
Name, seat and field of activity
(1) The association bears the name
EULEAD – European Club for Excellence in Leadership and Management
(2) It is based in Vienna and extends its activities to the whole world.
(3) The association is entitled to set up branches, branch associations and subsidiaries.
(4) The existence of the association is of unlimited duration.
(5) The accounting year corresponds to the calendar year.
§ 2
Purpose
The purpose of the non-profit association is to carry out research tasks serving Austrian science or teaching tasks serving Austrian adult education, which relate to scientific teaching and comply with the University Act 2002, as well as related scientific publications and documentation. It pursues training, further education and further training, in particular for managers and research, based on traditional values and the demanding quality of care.
The objective in this context is above all the benefit in the overall societal sense to ensure sustainability in the area of excellent education, training and further education, taking into account cooperation with national and international partners as well as needs-based orientation, especially in the areas of leadership and management. An institutional presence and proactive activity with or without cooperation at university or academic level is sought.
Donations and bestowal of awards, honors and prizes to natural or legal persons who have proven themselves in connection with value-oriented leadership and management in an exceptionally meritorious manner.
§ 3
Means to achieve the purpose of the association
(1) The purpose of the association is to be achieved through the idealistic and material means listed in paragraphs 2 and 3.
(2) The ideal means serving the purpose of the association include:
(a) Operation of an educational institution with a national focus and international orientation
(b) the implementation of scientific and/or adult education courses, lectures, seminars, working groups, congresses, symposiums, courses and discussion evenings at university level
(c) the implementation of research projects and other scientific investigations
(d) the creation and publication of scientific publications and documentation
(e) National and international scientific and practical cooperation with other associations, organizations and companies that appear suitable to support the association's purpose
(f) the exchange of scientific information
(g) establishment and operation of libraries and archives
(h) Operation of a website and other electronic media
(3) The necessary material resources should be raised by:
(a) membership fees;
(b) grants for the implementation of scientific events, research projects, investigations, evaluations;
(c) grants for the creation and publication of scientific publications and documentation;
(d) private and public funding (subsidies);
(e) donations;
(f) Income from reports, publications, documentation, events, research projects, investigations, evaluations and other services;
(g) income from the implementation and development of projects;
(h) other donations (bequests, gifts);
(i) Asset Management and Realization.
§ 4
Charity gladly. §§ 34 ff. BAO, preferential donations. § 4a EStG
The association pursues the purposes listed in the statute exclusively and directly. Any purposes that are not favored within the meaning of §§ 34 ff. BAO are subordinate to the favored purposes and are pursued to a maximum of 10% of the total resources. Random prizes may only be used to fulfill the beneficiary purposes set out in the articles of incorporation.
The commercial operations of the association do not compete with taxable operations of the same or similar nature to a greater extent than is unavoidable when fulfilling the association's purposes.
The funds of the association may only be used for the beneficiary purposes. The members of the association may not receive any profit shares and no other benefits from the funds of the association outside the association's purpose or without appropriate consideration in their capacity as members.
When leaving the association and when the association is dissolved, the association members may not receive more than the paid-in contribution and the market value of their belongings. The repayment of contributions made is limited to the value of the contribution made, the return of contributions in kind is limited to the market value at the time of return. Increases in value must not be taken into account.
No person may be favored by administrative expenses that are alien to the purpose of the association or by disproportionately high or non-external remuneration (salaries).
The association can use vicarious agents within the meaning of § 40 Para. 1 BAO to pursue the purpose. Their work is to be regarded as the association's own work.
§ 5
Membership
(1) Members of the association can be natural and legal persons who fully participate in the work of the association.
(2) Persons who have a special interest in the realization of the purpose of the association are particularly eligible as members.
(3) The presidium is responsible for determining the amount of the membership fees, which decides the amount according to the proposal of the board.
§ 6
Acquisition of Membership
(1) The Executive Board decides on the admission of members. The recording can be refused without giving reasons.
(2) Prior to the constitution (emergence) of the association, the provisional admission of members is carried out by the founders. This membership only becomes effective when the association is constituted.
§ 7
Termination of Membership
(1) Membership expires through death, loss of legal personality in the case of legal entities, through voluntary resignation and through exclusion.
(2) Membership expires after one year at the latest, but is extended by a further year after the membership fee has been paid.
(3) Voluntary withdrawal can take place at any time. It must be communicated to the Board of Directors in writing.
(4) The executive board can expel a member from the association due to a gross violation of membership duties, dishonorable behavior or activities that are incompatible with the status of the association or are detrimental to it. An appeal to the General Assembly against the expulsion is permitted within 30 (thirty) days after delivery of the decision, which will be dealt with at the next ordinary General Assembly. The rights of the member are suspended until the decision of the general assembly.
§ 8
association bodies
The association has the following bodies:
• the General Assembly;
• the board of directors
• the Presidency
• the Senate
• the Advisory Board
• the auditors
• the arbitral tribunal
§ 9
Members Assembly
(1) The General Assembly consists of the members who have voting rights. The ordinary general meeting of the association takes place every two (2) years, with the time and place being determined by the board of directors.
(2) An Extraordinary General Assembly may be convened by the Board of Directors at its discretion and shall be convened by the Board of Directors as soon as appropriate upon written request from not less than one tenth of all members entitled to vote. Such a request must contain the items to be discussed during the extraordinary general meeting to be convened and a request for a vote.
(3) The following points are the responsibility of the General Assembly:
• Changes to the association's statutes;
• dissolution of the association;
• Election and dismissal of the board and the auditors;
• Approval of the financial report;
• ratification of membership fees;
• Granting and revoking honorary membership
• Any other matter that falls within its competence under the law, these Articles of Association or internal regulations, as well as matters submitted to it by the Board of Directors.
§ 10
Convocation of the General Assembly
An invitation to the general meeting, including a statement of the complete agenda, must be sent to all members no later than twenty (20) days before the date. Any member may apply to the President for consideration of any item on the agenda at least thirty (30) days prior to the date of the General Assembly. The General Assembly is deemed to have a quorum if at least twenty (20) voting members are present. If fewer members are present at the appointed time, the general meeting will take place ten (10) minutes later with the same agenda. In this case, the general meeting has a quorum regardless of the number of members present. The General Assembly, which begins later, does not require a separate announcement or invitation.
§ 11
Presidency and Minutes
(1) The President chairs the General Assembly. If he is unable to do so, the Vice President or, if he is also unable to do so, the Secretary General will preside. If none of the above is available, another member of the Board of Directors will chair the meeting.
(2) The Secretary General is responsible for the minutes. The minutes must contain the report of the general meeting and the results of any resolutions and elections.
(3) The Secretary General coordinates and organizes the office, the association's agenda and the value-added and supporting association processes.
§ 12
voting mode
Voting takes place in principle by show of hands, by ballot paper or electronically, as decided by the board or the chairman of the general meeting.
§ 13
decisions
Resolutions are always passed with a simple majority of all voting members present. In the event of a tie, the vote of the chairman of the general assembly shall be decisive. A two-thirds (2/3) majority of votes of all voting members present is required for the amendment of the statutes and the dissolution of the association. The request to change the statutes must be sent together with the invitation to the general assembly to all members.
§ 14
Elections
(1) All members entitled to hold office are free to run for election to a position on the Board, subject to the requirements set out in the Articles of Association and on the recommendation of two members of the Board. All nominations must be notified in writing to the Secretary General no later than thirty (30) days before the date of the General Assembly at which the election will take place.
The Board will publish a list of all qualified candidates who have expressed an interest in a position and all candidates nominated by the Board.
(2) A term of office (term of office) lasts five (5) years. To ensure continuity, the term of office of the Vice Presidents is automatically extended by a further five (5) years at the end of their term of office, unless the Board of Directors has good reasons to do otherwise. After the end of his term of office, the President shall continue his term of office for a further five (5) years, unless health or other serious reasons prevent this.
(3) If the President resigns from his function, he changes to the office of Honorary President with the task of forming a senate and leading it in the sense of a council of wise men.
(4) Only former members of the Executive Board are eligible for the position of Vice-President
(5) If a position remains vacant due to a lack of candidates or for other reasons, it is up to the board to appoint a current member of the board or a standing committee to take over the agendas of this position with the authority to act until the next ordinary general meeting. An election to fill the vacancy will be held at the next ordinary general meeting, with the elected person remaining in office until the next regular election.
§ 15
The board
(1) The Board of Directors consists of at least five (5) voting members (President, 2 Vice Presidents, Secretary General, Treasurer). Secretary General and Treasurer can each be assisted by one deputy. These are members of the board of directors.
(2) The treasurer is solely responsible for and carrying out bookkeeping and all financial matters of the association as well as sole signing authority. He is supported by his deputy, who acts on his behalf. There is an obligation to report to the Executive Board.
(3) All officers are elected for a period of five (5) years.
Every position that becomes vacant during a term of office is to be filled by a resolution of the Board of Directors. The function of an officer elected in this way lasts until the end of the relevant term of office.
(4) Candidates for the board of directors shall have the opportunity to present themselves during a hearing at a board meeting.
(5) Re-election or re-appointment to the same position is permitted.
(6) If there are good reasons such as disloyalty, behavior harmful to the association or disclosure of confidential and internal matters by a member of the board, the president together with a vice-president must remove him from office with the involvement of the board.
The dismissal comes into effect with the election of the new board or the co-opting of the new board member in a board meeting to be called immediately.
§ 16
duties and functions
The board
• manages the business of the association and decides on all matters that do not expressly fall within the area of responsibility of the general assembly according to the statutes;
• is authorized to set up committees, to nominate their members and chairs and to enact regulations defining their duties, areas of responsibility and procedures.
• approves the decisions of all committees.
The board represents the association externally. The association is bound by the joint signature of two members of the board.
§ 17
sessions
(1) Meetings of the Executive Board are convened by the President or, if he is unable to do so, by another member of the Executive Board on his behalf. The invitation includes the location of the meeting and the agenda and should be announced at least 20 days before the scheduled meeting. A meeting can be convened upon request by at least two members of the Executive Board. Such a request must state the agendas to be discussed and, if applicable, contain one or more motions for voting.
(2) The President presides over Board meetings. If he is prevented, his duties are assumed (in descending order) by one of the Vice Presidents, Secretary General or his deputy, the Treasurer or his deputy or by another member of the Board of Directors. The Secretary-General keeps minutes of the meeting summarizing the discussions and listing the motions passed or rejected. He is supported by the office. The minutes of the meeting are checked by the President and one of the two Vice-Presidents and distributed to all members of the Executive Board as soon as possible. The minutes of the meeting require the approval of the board at its next meeting.
§ 18
Quorum, resolutions, votes
The quorum for carrying out the business of the board requires the presence of at least half of all voting members of the board.
The Executive Board passes its resolutions with a relative majority of the members present who are entitled to vote. In the event of a tie, the vote of the chairman of the meeting shall be decisive. The members of the Executive Committee may place items on the agenda by notifying the President at least ten days before the meeting. At the President's discretion, agenda items may be added at shorter notice.
The President has double voting rights and a veto right. The latter can be applied both suspensively and absolutely.
In case of disagreement, the President decides.
§ 19
The Bureau
(1) The executive committee consists of the president, two other members as his first and second deputy, and – if necessary – other executive committee members who are elected by the executive board from among its members. The members of the Executive Committee work on a voluntary basis.
(2) The term of office of the Executive Committee is five years. With the approval of the entire Executive Committee, the members of the Presidium can exchange their functions during the current period of office. If a member of the Executive Committee resigns during the term of office, the remaining members of the Executive Committee can co-opt another member of the Executive Committee as a substitute member of the Executive Committee for the remainder of the term of office.
(3) The Presidium can remove the entire Executive Board or individual members from office at any time if good reasons can be given for this. The reappointment of the entire Executive Board must take place at the suggestion of the Executive Committee. If there are good reasons such as disloyalty, behavior harmful to the association or disclosure of confidential and internal matters by a member of the executive committee, the president together with a vice president must be removed from office with the involvement of the board. The dismissal comes into effect with the election of the new executive committee or the co-opting of the new executive committee member in a board meeting to be convened immediately.
(4) The President has the right to give instructions.
(5) The President is entitled to a personal assistant.
(6) The members of the executive committee can declare their resignation in writing at any time. The declaration of resignation is to be addressed to the board of directors.
(7) The Executive Committee is responsible for managing the ongoing business of the association with the involvement of relevant board members and relevant experts. In principle, it is accountable to the Management Board for all of its measures.
(8) The Executive Committee can delegate tasks and responsibilities to selected members of the Executive Board and take them back again at any time.
(9) The President represents the association in all matters, i.e. also representative to the outside world. Representation in court and out of court takes place exclusively with the commissioning and involvement of appropriate legal representatives and/or relevant experts and consultants. The President chairs the General Assembly. If the President is unable to attend, he is represented by the first deputy. If he is also unable to attend, the second deputy takes his place.
(10) In the event of imminent danger, the President is entitled to issue orders independently, including in matters that fall within the Executive Board’s sphere of activity, under his own responsibility and by commissioning and involving appropriate legal representatives and/or relevant experts and consultants. Internally, however, these require the subsequent approval of the Executive Board, provided that there is no bias among individual Executive Board members. In this case, these board member(s) lose(s) their right to vote in the matter at hand.
(11) The sphere of activity of the Executive Committee includes in particular:
(a) the development of a basic association strategy, a planning strategy and target agreements in coordination with the board members,
(b) the convening of an ordinary or extraordinary general assembly in the event of a lack of quorum of the board at two consecutive board meetings at which the convening of a general assembly was on the agenda;
(c) the conclusion and termination of employment relationships after a fundamental resolution has been passed by the Management Board.
(12) For the administration of the association's business, for public relations work, for legal advice and support as well as for specialist advice, the Executive Committee can, if employment contracts are entered into, appoint suitable people and experts and determine their remuneration.
(13) The executive committee is authorized to appoint an outgoing president as honorary president by board resolution.
(14) The Executive Committee makes its decisions unanimously. If this is not achieved, the Executive Board decides. In the event of disagreement, the President decides.
§ 20
The Senate
The Senate has the function of a council of experts and advises the Executive Committee on all questions and matters relating to its tasks and responsibilities that are relevant to decision-making. He supports the executive committee primarily in questions of strategy, network development and network maintenance, national and international communication as well as in the recruiting of extraordinary personalities and candidates and the establishment of contacts to institutions, companies and personalities who intend to support the association either in an immaterial and material way or who want to take advantage of the offers of the association.
(1) The Senate is made up of personalities who have fulfilled a managerial function in the association, which has lasted at least one term of office. However, the Executive Committee can appoint individuals to the Senate both independently and after being proposed by one or more members of the Executive Board, who, based on extraordinary merit, skills, professional experience or competence, meet the association's claim to value-oriented excellence.
(2) In principle, however, the appointment to the Senate takes place at the suggestion of the Presidium via a decision of the Executive Board. This is preceded by a hearing of the prospective Senate member, which must take place as part of a board meeting.
(3) Each member of the Senate is appointed a “Senator” by the Executive Committee for the duration of their term of office.
(4) The Senate is chaired by the person who has held the presidency for at least one term and has voluntarily resigned from office.
(5) Recommendations of the Senate are included in the decisions of the Presiding Committee, provided they are consistent with the association's statutes. The decisions are made at a board meeting.
§ 21
The Advisory Board
The Board of Directors may, in its sole discretion, establish an Advisory Board by resolution. The Board of Directors shall be appointed for a five (5) year term by the Board of Directors. The term of office of the advisory board ends automatically with the end of the term of office of the board members appointing the advisory board. Any position that becomes vacant during a term of office is to be filled by resolution of the Board of Directors until the end of the relevant term of office.
(1) Candidates for the advisory board are given the opportunity to present themselves at a board meeting.
(2) The Advisory Board has an exclusively advisory function.
(3) An Advisory Board Chairman is assigned to the Advisory Board. He is elected by the Board of Directors for a period of five (5) years based on a proposal by the Executive Committee.
(4) The Chairman of the Advisory Board has the task of ensuring the all-encompassing support of the Board of Directors in all association matters through appropriate experts and specialist advisors. He is responsible for independently convening advisory board meetings for a given or necessary reason and this at least once a quarter.
(5) The chairman of the advisory board is obliged to report to the executive board. This takes place either at an ordinary or an extraordinary board meeting.
§ 22
The auditors
The association has to appoint at least two auditors. These are elected by the General Assembly for a maximum period of five (5) years. Re-election is possible. Legal transactions between the auditors and the association require the approval of the general meeting to be valid.
The auditors must examine the financial management of the association with regard to the correctness of the accounting and the use of the funds in accordance with the statutes within four (4) months of the preparation of the income and expenditure accounts. The Executive Board must submit the necessary documents to the auditors and provide the necessary information. The auditors have to report to the General Assembly on the results of the audit. The audit report must confirm the correctness of the accounting and the use of the funds in accordance with the statutes or show any management deficiencies or dangers to the existence of the association. Furthermore, self-dealing and unusual income or expenses must be shown.
§ 23
The arbitral tribunal
An arbitral tribunal decides on all disputes in association matters. The arbitral tribunal consists of three full members. It is formed in such a way that a disputed party nominates a member as an arbitrator to the board in writing. At the request of the board of directors within seven (7) days, the other party to the dispute shall nominate a member of the arbitral tribunal within 14 days. After notification by the board of directors within seven days, the nominated arbitrators shall elect a third full member to chair the arbitral tribunal within a further fourteen (14) days. In the event of a tie, the President decides among those proposed. If the President or another member of the Board of Directors is involved in the disputes to be settled, the lot decides. 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.
§ 24
The dissolution of the association
The voluntary dissolution of the association can only be decided in a general meeting convened for this purpose with a 2/3 majority. This general meeting must also decide on the liquidation. The general meeting has to appoint a liquidator and to decide to whom the assets of the association remaining after covering the liabilities are to be transferred.
In the event of voluntary or official dissolution or dissolution of the association or the cessation of the previously favored association purpose, the association's assets remaining after covering the liabilities are to be donated to a non-profit organization within the meaning of §§ 34 ff BAO with the condition that they are only used for scientific purposes. § 4 a para. 2 z 1 EStG to be used.
The last board of directors of the association must inform the competent authorities in writing of the voluntary dissolution of the association.
§ 25
Financial Management, Governing Law
The present statutes are governed by Austrian law and are drawn up and construed accordingly. The financial management of the association must take into account the statutory provisions.
The President can confidently delegate financial management to the Treasurer and/or his deputy for independent execution. However, there is an obligation to inform and report to the President and the Executive Board both before financial transactions, awards and purchases are carried out and after they have been successfully carried out.
SENATOR MR GDR. HANNES SCHOBERWALTER
(President)
LIKE. ALFRED LUTSCHINGER
(Vice President)