The statutes of the association „K2=C2 Academy“
1: name, domicile and area of activity
The association bears the name: “K2 = C2 Academy” Understand and use natural and technical energies.
The K2 = C2 Academy is based in Linz and extends its activities to the whole world.
For all personal names, the chosen form applies to both sexes. All functions listed in the statutes of the association are generally accessible to persons of male and female gender.
The non-profit organization, whose activities are not profit-making, aims to conserve, promote, research, use natural and technical energies, and to create, exchange and disseminate experience and knowledge in the field.
3: means to achieve the purpose of the association
(1) The purpose of the association shall be achieved through the idealistic and material means listed in paras. 2 and 3.
(2) To serve as idealistic means
Publication of publications, creation of a library, organization of events, production of films, sound recordings, catalogs and information material, organization of lectures, workshops, seminars and membership festivals, public relations and documentation, organization of competitions, implementation of research projects, studies, acquisition, Construction, design and operation of club locations and exhibition space, as well as provision of infrastructure.
(3) The necessary material resources shall be provided through accession fees, membership fees, donations, subsidies, collections, building blocks, bequests, donations, subsidies and government grants, support from people and enterprises, other donations, sponsorship, flea markets, income from events and club activities, sale of association publications, sale of associate products, internal and external lectures, workshops, seminars and meetings, projects and project support, excursions and discussion evenings, advertising revenues, revenues from the activity as vicarious agents and various other material resources. Surpluses of invested material funds are spent to promote the purpose of the association, or reserves are formed.
4: Types of membership
The members of the association are divided into ordinary, extraordinary and honorary members. Ordinary members are those who fully participate in the association’s work. Extraordinary members are those who support and promote the activity of the association. Honorary members will be appointed for special services to the association.
5: Acquisition of membership
Members of the association can become physical and legal persons.
(2) The Board of Directors decides on the admission of ordinary and extraordinary members. The recording can be refused without giving reasons.
(3) Until the formation of the association, the definite admission of ordinary and extraordinary members by the association founders takes place, in the case of an already appointed board by the club. This membership becomes effective only with the formation of the association.
(4) The appointment as honorary member is made by the board.
6: Termination of membership
The membership expires by death, with legal persons by loss of the legal personality, by voluntary resignation and by exclusion.
(2) The resignation can only take place on December 31st of each year. He must be notified in writing to the board at least one month in advance. If the announcement is delayed, it is only effective on the next withdrawal date. For the timeliness the date of the posting is decisive.
(3) The board may exclude a member after a warning, if this is in arrears with the payment of membership fees. 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 executive committee for gross violation of other member obligations and dishonorable behavior.
(5) Withdrawal of Honorary Membership may be decided by the Board.
7: rights and obligations of the members
(1) The members are entitled to participate in events organized by the association and to claim facilities of the association according to the conditions specified by the board. The right to vote in the General Meeting as well as the right to vote and stand for election belong to the ordinary members.
(2) The members are obliged to promote the interests of the association to the best of its ability and to refrain from doing anything that could destroy the reputation and purpose of the association. They have to observe the statutes of the association and the decisions of the association organs. Full and extraordinary members are required to pay the entry fee and membership fees on time to the amount decided by the Board.
8: Association organs
Organs of the association are the general assembly (§ 9 and 10), the executive committee (§ 11 to 13), the auditors (§ 14) and the arbitral tribunal (§ 15).
9: General Assembly
1) The General Assembly is the “General Assembly” in the sense of the Association Act 2002. An ordinary General Assembly takes place every five years.
(2) An Extraordinary General Meeting will be held
Resolution of the Executive Board or the ordinary General Meeting,
a. written request from at least one tenth of the members,
b. Request of the auditors (§ 21 Abs. 5 first sentence VereinsG),
c. Resolution of the auditors (§ 21 (5) second sentence of the VereinsG, § 11 (2) third sentence of these Articles of Association),
d. Decision of a court-appointed curator (§ 11 (2) last sentence of these statutes)
take place within eight weeks.
(3) Both full and extraordinary General Meetings shall be held by all ordinary members at least two weeks prior to the deadline in writing, by fax or by e-mail (to the fax number or e-mail address communicated to the club by the full member ). The general meeting must be called by stating the agenda. The convening is carried out by the Executive Board (section 1 and section 2 letters a – c), by the auditors (section 2 letter d) or by a court appointed curator (section 2 letter e).
(4) Applications for the General Meeting must be submitted to the Board of Directors in writing, by fax or by e-mail at least three days before the date of the General Meeting.
(5) Valid resolutions – except those concerning an application for convening an Extraordinary General Meeting – can only be taken on an agenda.
(6) All ordinary members are entitled to participate in the General Assembly. Every ordinary member has one vote.
(7) The General Assembly has a quorum regardless of the number of appearances.
(8) Elections and resolutions in the General Assembly are usually made by a simple majority of the valid votes cast. Resolutions, with which the statute of the association is to be changed or the association is to be dissolved, require however a qualified majority of two thirds of the delivered valid voices.
(9) The President of the General Assembly is the President, in whose absence his Secretary General. If this is also prevented, a new appointment must be scheduled.
10: Tasks of the General Assembly
The general meeting is reserved for the following tasks:
a) resolution on the estimates;
b) receiving and approving the statement of accounts and the financial statements with the involvement of the auditors;
c) election and removal of the members of the Board of Directors and the auditors;
d) approval of legal transactions between auditors and the association;
e) discharge of the Management Board;
f) passing of changes to the Articles of Association and the voluntary dissolution of the Association;
g) Advice and decision on other questions on the agenda.
(1) The Board consists of two members, the President and his Secretary General..
(2) The Executive Board is elected by the General Assembly. In the event of the departure of an elected member, the Board of Management has the right to co-opt another ordinary member in its place, for which purpose the subsequent approval must be obtained at the next General Assembly. If the Executive Board fails to self-supplement by co-opting at all or for an unpredictably long time, then each auditor is obliged to convene without delay an Extraordinary General Meeting for the purpose of electing a new Executive Board member. Should the auditors also be incapacitated for action, every ordinary member who recognizes the emergency situation must immediately convene an extraordinary general meeting.
(3) The term of office of the Management Board is five years; Re-election is possible. Each function on the board is to be exercised personally.
(4) The Board shall be convened by the President, in writing or verbally.
(5) The Board has a quorum if all its members have been invited and at least half of them are present.
(6) The Board of Directors passes its resolutions by a simple majority of votes; in case of a tie, the vote of the chairperson is the decisive factor.
(7) The Chairman is the President.
(8) Apart from the death and expiration of the term of office (paragraph 3), the function of a member of the Executive Board expires by means of dismissal (paragraph 9) and resignation (paragraph 10).
(9) The General Assembly may at any time withdraw the entire Board or individual members thereof. The removal takes effect with the appointment of the new Management Board member or Executive Board member.
(10) The members of the Management Board may at any time declare their resignation in writing. The declaration of resignation is to be directed to the Executive Board, in the event of the resignation of the entire Executive Board to the General Meeting. The resignation becomes effective only with choice or co-opting (paragraph 2) of a successor.
12: Tasks of the Board
The board is responsible for the management of the association. He is the “governing body” within the meaning of the Association Act 2002. He is assigned all tasks that are not assigned to another association organ by the statutes. His area of responsibility includes in particular the following matters:
(1) establishment of an accounting system conforming to the requirements of the Association, with a record of income / expenditure and the maintenance of a list of assets as a minimum requirement;
(2) preparation of the annual budget, the annual report and the clearance of accounts;
(3) Preparation and convening of the General Meeting in the cases of § 9 para. 1 and para. 2 lit. a – c of these statutes;
(4) informing the club members about the association’s activities, the association’s agreement and the audited financial statements;
(5) administration of the association’s assets;
(6) admission and exclusion of ordinary and extraordinary members of the association and honorary members;
(7) Admission and termination of employees of the association.
13: Special obligations of individual members of the Executive Board
(1) The President manages the day-to-day business of the association. The Secretary-General assists the President in running the association’s business.
(2) The President represents the association externally. Written copies of the association require the signatures of the president for their validity. Legal transactions between members of the Executive Board and the Association require the approval of another member of the Executive Board.
(4) In the event of imminent danger, the President is entitled to make independent orders under his own responsibility, including in matters falling within the scope of the General Assembly or the Executive Board; in the internal relationship, however, these require the subsequent approval of the competent association body.
(5) The President presides over the General Assembly and the Board.
(6) The Secretary General keeps the minutes of the General Assembly and of the Executive Board.
(7) The President is responsible for the proper financial management of the Association.
(8) In the case of prevention, the Secretary General replaces the President.
(1) Two auditors shall be elected by the General Meeting for a term of five years. Re-election is possible. The auditors may not belong to any body except the General Assembly whose activity is the subject of the audit.
(2) The auditors are responsible for the day-to-day business control and the audit of the financial management of the association with regard to the regularity of accounting and the use of the funds in accordance with the articles of association. The Management Board must provide the auditors with the necessary documents and provide the required information. The auditors shall report to the Board on the result of the audit.
(3) Legal transactions between auditors and the Association require the approval of the General Meeting. Otherwise, the provisions of § 11 (8) to (10) apply mutatis mutandis to the auditors.
(1) For arbitration of all disputes arising from the association relationship, the arbitration tribunal shall be called. It is a “mediation facility” within the meaning of the Association Act 2002 and no arbitral tribunal according to §§ 577 ff ZPO.
(2) The arbitral tribunal is composed of three ordinary members of the association. It is formed in such a way that a dispute makes the member a member of the board of arbitration in writing. At the request of the Executive Board within seven days, the other party to the dispute shall appoint a member of the Arbitration Tribunal within 14 days. After agreement by the Executive Committee within seven days, the nominated arbitrators shall elect a third full member to the chair of the Arbitration Tribunal within a further 14 days. With equality of votes among those proposed lots. The members of the tribunal shall not belong to any body except the General Assembly whose activity is the subject of the dispute.
16: Dissolution of the club
(1) In the event of dissolution of the association, all movable and immovable inventory remains on the site and becomes the property of the legal successors of the property. Ordinary Members shall be reimbursed for the cancellation of or cancellation of the Association’s contribution in kind or the gross value of the contribution in kind which shall be calculated after the deposit has been paid.
(2) The voluntary dissolution of the association can only be decided in a General Assembly and only by a two-thirds majority of the valid votes cast.
(3) The arbitral tribunal shall make its decision after granting of mutual hearing in the presence of all its members by a simple majority of votes. It decides to the best of my knowledge and belief. Its decisions are final.
(3) This General Assembly also has to decide on the resolution – provided that the association’s assets are available. In particular, it has to appoint a liquidator and decide on who to transfer the assets remaining after covering the liabilities. This property should, as far as possible and permissible, belong to an organization pursuing the same or similar purposes as this association, otherwise environmental protection purposes. The same applies to the case of the annulment of the association and in case of elimination of the beneficiary club purpose.
By joining, each member gives the irrevocable consent that his personal data, his education relevant for the association, his technical and organizational training can be recorded by means of data processing and processed within the association, processed and passed on.