Statutes of the Society
Statutes of the association
§ 1: Name, location and area of activity
1. The association is named "Wally-Neuzil-Gesellschaft/ Wally-Neuzil-Society".
2. It is based in Baden near Vienna, Austria and extends its activities to the territory of the European Union.
3. The establishment of branch associations is not intended.
§ 2: Purpose
The purpose of the association, whose activity is not for profit, is:
1. To remember the life of Walburga ("Wally") Neuzil (born on 19 August 1894 in Tattendorf, Lower Austria, died 25th December 1917 in Sinj, Croatia).
2. To repair and maintain the tomb of Wally Neuzil in Sinj (Croatia).
3. To carry out, promote and publish researches and publications on the life of Wally Neuzil, on her personal environment as well as on the reception of her biography and on the fate of her portrait painted by the painter Egon Schiele in 1912.
4. To carry out research and publications on those developments which triggered the provenance of Egon Schiele's painting "Portrait of Wally Neuzil" (1912).
§ 3: Means of achieving the Association's purpose
1. The purpose of the Association shall be achieved by ideal means and material means set out in paras. 2 and 3.
2. Serve as ideal means
A. Presentations and meetings.
B. Exhibitions and publications.
C. Internet appearance.
D. Cultural performances.
2. The necessary material resources shall be applied by:
A. Membership fees.
B. Donations and subsidies.
C. Remuneration for services of the association.
D. Income from cultural performances.
E. Income from other events.
§ 4: Types of membership
1. The members of the Association are divided into ordinary, extraordinary and honorary members.
2. Ordinary members are those who fully participate in the work of the association. Extraordinary members are those who promote the work of the association mainly by paying an increased membership fee. Honorary members are persons who are appointed to the association for special merit.
§ 5: Acquisition of membership
1. Ordinary members of the association may be all natural persons. Extraordinary members may be natural and legal persons.
2. The Executive Board decides on the admission of ordinary and extraordinary members. The recording can be denied without giving reasons.
3. Until the formation of the association, the provisional admission of ordinary and extraordinary members by the association founders, in the case of an already appointed executive committee by this. This membership becomes effective only with the formation of the association. If an Executive Board is appointed after the formation of the association, the (definitive) admission of ordinary and extraordinary members is also carried out by the founders of the association.
4. The appointment to the honorary member shall be made by the General Meeting at the request of the Executive Board.
§ 6: Termination of Membership
1. Membership shall cease to be due to death, to legal persons and legal partnerships by loss of legal personality, by voluntary resignation and by exclusion.
2. The withdrawal may only take place at the end of the year. It must be communicated to the Executive Board at least one month in advance. If the display is delayed, it will not be effective until the next exit date. The date of posting shall be decisive for timeliness.
3. The Executive Board may exclude a member if the latter is in arrears with the payment of membership fees for more than six months, subject to a twofold written warning with a reasonable additional period of time. The obligation to pay the membership fees due shall remain unaffected.
4. The exclusion of a member from the Association may also be exercised by the Board for gross breach of other members' obligations and for dishonest behavior.
5. The honoring of the Honorary Membership may be decided by the General Assembly on the motion of the Executive Board for the reasons stated in para.
§ 7: Rights and obligations of the members
1. The members are entitled to participate in all events of the association and to claim the facilities of the association. The right to vote in the General Meeting as well as the right to vote and to stand as a candidate is only available to the ordinary and the honorary members.
2. Each member is entitled to require the Executive Board to hand out the statutes.
3. At least one-tenth of the members may require the Board to call a General Meeting.
4. The members are to be informed at the General Meeting by the Executive Board of the activities and financial activities of the association. If at least one tenth of the members so request, the Board shall provide such information to the members concerned within four weeks.
5. Members must be informed by the Executive Board of the audited financial statements (accounting). If this happens in the General Meeting, the auditors must be involved.
6. The members are obligated to promote the interests of the association to the best of their abilities and to refrain from doing anything which could endanger the reputation and purpose of the association. They must observe the statutes of the association and the decisions of the association's organs. The ordinary and extraordinary members are obligated to pay the membership fee and the membership fees in the amount decided by the General Meeting.
§ 8: Association Organizations
The bodies of the Association are the General Meeting (§§ 9 and 10), the Executive Board (§§ 11 to 13), the Auditors (§ 14) and the Arbitration Court (§ 15).
§ 9: General Meeting of Members
1. The Annual General Meeting is the "Annual General Meeting" in the sense of the Association Act 2002. An annual general meeting takes place annually.
2. An extraordinary General Meeting shall be held
A. Resolution of the Executive Board or the Ordinary General Meeting,
B. Written application by at least one tenth of the members,
C. Request by the auditors (section 21 (5), first sentence of the VereinsG),
D. Decision of the auditor (§ 21 para. 5 second sentence of the VereinsG, § 11 para. 2, third sentence of these statutes),
E. Decision of a court-appointed curator (§ 11 para. 2 last sentence of these statutes) takes place within four weeks.
3. At the ordinary as well as the extraordinary general meetings, all members must be invited in writing, by fax or by e-mail (to the fax number or e-mail address announced by the member of the association) at least two weeks before the date. The agenda of the Annual General Meeting is to be announced. The meeting is convened by the Executive Board (para 1 and para 2 lit. a - c), by the auditor (para 2 lit. d) or by a court appointed curator (para 2 lit. e).
4. Requests to the General Meeting shall be submitted to the Executive Board in writing, by fax or e-mail, at least three days before the date of the General Meeting.
5. Valid resolutions - except those on a request for the convening of an Extraordinary General Meeting - can only be taken on the agenda.
6. At the General Meeting, all members are entitled to participate. Only ordinary and honorary members are entitled to vote. Each member has one vote. The transfer of voting rights to another member by written authorization is permitted.
7. The General Meeting shall be quorate without regard to the number of persons present.
8. The elections and resolutions in the general meeting are usually made by a simple majority of the valid votes cast. Decisions amending the statutes of the association or dissolving the association, however, require a qualified majority of two-thirds of the valid votes cast.
9. The President of the General Assembly shall be presided over by the President, in the absence of his / her / its deputy. Even if this is prevented, the chairman, who is the oldest member present at the age, presides.
§ 10: Tasks of the General Meeting
The following tasks are reserved for the General Meeting:
A. Resolution on the proposal;
B. Acceptance and approval of the accountability report and the clearance of accounts together with the auditors;
C. Election and removal of the members of the Executive Board and the auditors;
D. Approval of legal transactions between auditors and the association;
E. Discharge of the Executive Board;
F. Fixing the amount of the membership fee and the membership fees for ordinary and extraordinary members;
G. Awarding and disqualification of honorary membership;
H. Resolution on amendments to the statutes and the voluntary dissolution of the association;
I. Consultation and decision-making on other matters on the agenda.
§ 11: Executive Board
1. The Executive Board shall be composed of six members, namely President and Deputy, Secretary and Deputy, and Treasurer and Deputy.
2. The Executive Board is elected by the General Meeting. The Executive Board has the right, upon the departure of an elected member, to co-opt in its place another elective member, for which the subsequent approval must be obtained at the next General Meeting. If the board of directors does not accept any self-sufficiency by co-opting at all or for an unpredictably long period, each auditor is obliged to call an extraordinary general meeting without delay for the purpose of a new election of a Executive board. Should the auditors also be incapable of acting, any ordinary member who is aware of the emergency situation must immediately request the appointment of a curator to the competent court, which must convene an extraordinary general meeting without delay.
3. The term of office of the Executive Board is three years; Re-election is possible. Each function within the Board of Directors is to be exercised personally.
4. The Executive Board shall be convened by the President in writing or verbally, if his / her / her / its deputy is prevented from attending. If this is also prevented for an unpredictably long period, any other member of the Executive Board may convoke the Executive Board.
5. The board shall be quorate if all its members have been invited and at least half of them are present.
6. The Executive Board shall pass resolutions by a simple majority of votes; In the event of a tie, the chairman's vote shall be decisive.
7. The presidency shall be chaired by the President, in the event of his / her / her deputy being prevented. If this is also prevented, the chairman shall be responsible to the oldest member of the Board of Executive or the member of the Executive Board who is the oldest member of the Board of Executive, who will determine the majority of the other members of the Executive Board.
8. Except as a result of the death and expiry of the functional period (paragraph 3), the function of a member of the Executive Board expires by withdrawal (clause 9) and resignation (clause 10).
9. The General Meeting may at any time remove the entire Executive Board or any of its members. The removal shall take effect with the appointment of the new Executive Board or Executive Board member.
10. The members of the Executive Board can at all times declare their rescission in writing. The declaration of withdrawal must be addressed to the Executive Board, in the event of the resignation of the entire Executive Board to the General Meeting. The resignation shall take effect only with the election or co-opting (para. 2) of a successor.
§ 12: Tasks of the Executive Board
The Executive of the association is the responsibility of the board. He is the "governing body" within the meaning of the Association Act 2002. He is responsible for all tasks which are not assigned to another association by the statutes. In particular, the following matters are relevant to his / her field of action:
1. Establishment of an accounting system which complies with the requirements of the association, with a current record of the revenue / expenditure and the Executive of a list of assets as a minimum requirement;
2. Preparation of the annual budget, the accountability report and the clearance of accounts;
3. Preparation and convocation of the Annual General Meeting in the cases of § 9 (1) and (2) lit. A - c of these Articles of Association;
4. inform the members of the association about the activity, the association and the audited financial statements;
5. Administration of the Association;
6. Inclusion and exclusion of ordinary and extraordinary members of the association;
7. Admission and termination of the Association's employees.
§ 13: Special duties of individual members of the Executive Board
1. The President shall keep an eye on the day-to-day business of the Association. The secretary supports the president in the Executive of the club business.
2. The President shall represent the association to the outside. Written copies of the Association require the signatures of the President and the Secretary to be valid in cash matters (assets of the President) and the cashier. Legal transactions between members of the Executive Board and the Association require the approval of another member of the Executive Board.
3. Legal representations to represent the association to the outside or to subscribe for it can be granted exclusively by the members of the Executive Board named in para. 2 above.
4. In the case of danger in default, the President / President is entitled to issue orders under his own responsibility even in matters falling within the scope of the General Meeting or the Executive Board; In the internal relationship, however, they require subsequent approval by the competent association body.
5. The President shall preside at the General Meeting and the Executive Board.
6. The secretary (s) shall keep the minutes of the General Assembly and the Executive Board.
7. The cashier is responsible for ensuring that the club is properly financed.
8. In the case of the prevention, the deputy shall replace the deputy, the secretary or the treasurer.
Section 14: Auditors
1. Two auditors shall be elected by the General Meeting for a term of three 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 day-to-day control of the accounts and the auditing of the financial organization of the association with regard to the regularity of the financial statements and the appropriation of the appropriation in accordance with the law. The Executive Board shall provide the auditors with the necessary documentation and provide the necessary information. The auditors have to report to the Executive Board on the results of the audit.
3. Legal transactions between auditors and the association are subject to approval by the General Meeting. In all other respects, the provisions of § 11 paragraphs 8 to 10 shall apply mutatis mutandis to the auditors.
Section 15: Arbitration
1. The mediation-internal arbitration court shall be appointed to mediate all disputes arising from the association. It is a "conciliation body" within the meaning of the Association Act 2002 and no arbitral tribunal according to §§ 577 ff ZPO.
2. The arbitral tribunal shall consist of three ordinary members of the Association. It is formed in such a way that a dispute makes a member of the board appoint a member as an arbitrator in writing. By request of the Executive Board within seven days, the other dispute shall appoint a member of the arbitral tribunal within 14 days. In accordance with the terms of the agreement, the arbitrators appointed within a period of seven days shall elect a third full member within a further 14 days to become the chairman of the arbitration board. In the case of a tie, the nominee shall decide the lot. The members of the arbitral tribunal shall not belong to any body other than the General Assembly whose activity is the subject of the dispute.
3. The arbitral tribunal shall make its decision after the hearing of all the members by a simple majority of votes, in the presence of all its members. It decides to the best of its knowledge and belief. His decisions are finalized.
§ 16: Voluntary dissolution of the association
1. The voluntary dissolution of the association may only be decided at a general meeting of shareholders and only with a two-thirds majority of the valid votes cast.
2. This General Meeting shall also decide on the liquidation, if the assets 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 covered. As far as this is possible and permissible, this property is to be attributed to an organization which pursues the same or similar purposes as this association, otherwise purposes of social assistance.