By laws of the Austrian Chinese Business Association
§ 1 Name, Domicile
- The name of this Association shall be the “Austrian-Chinese Business Association (Österreichisch-Chinesische Wirtschaftsvereinigung)”.
- It is domiciled in Vienna and extends its operations throughout the entire federal territory as well as the states of the European Union. The Association exclusively pursues non-profit objectives according to the Federal Fiscal System (Bundesabgabenordnung), Federal Act of the 28.06.1961 BGBL no. 194 (BAO). In the following, the Association “Austrian-Chinese Business Association (Österreichisch-Chinesische Wirtschaftsvereinigung)” is referred to as “Association”.
- The establishment of affiliates is not intended.
§ 2 Mission
The activities of the Association are of an altruistic nature and the Association does not have any economic purposes of its own. The Association is unpolitical and its mission is
- to promote economic and trade relations between Chinese and European entrepreneurs and to establish and develop a relationship which is built on trust,
- to implement an information service and to provide support, in order to firstly bring entrepreneurs closer together and to name concrete contact persons for solving problems and secondly to support, improve, promote and deepen the relationship between Europe and China and to third parties generally,
- to initiate, promote, foster projects and cooperation on projects, activities, measures to strengthen, enhance, improve the economic relationship between Europe and China,
§ 3 Means to succeed in the association’s object
- The mission shall be obtained through those ideational and pecuniary means stated in section 2 and 3.
(a) holding of and participation in gatherings, events, conferences, presentations, discussions, workshops, seminars etc. and media work,
(b) launching publication and editing of printed works of each type and media as well as newsletter via e-mail, the installation/operating of a website,
(c) maintenance of social relationships to European and Chinese entrepreneurs and pubic figures as well as public institutions,
(d) collaboration with and establishment of contact to other Chinese and European institutions, associations, which strive for same or similar goals,
(e) direct support on the part of the association,
(f) maintenance of sociability /sociable gatherings.
- The required pecuniary funds should be raised through
(a) admission charges and membership fees,
(b) subsidies, donations, dues, sponsoring, collections, legacies and contributions of third parties,
§ 4 Categories of Memberships
- The membership of the Association consists of full members, sustaining members, honorary members and supporting members.
- Full members are fully involved in the association’s work and shall perform considerable and not merely occasional work in favor of the Association. Sustaining members shall mainly promote the Association’s work by payment of membership fees or rendering of other pecuniary contributions and services respectively. Honorary members may be nominated due to their special merits for the Association. Supporting members are those who support the activities of the Association by sponsoring more than €3,000.
§ 5 Acquisition of Membership
- Physical persons as well as legal entities are eligible to be members of the Association. The membership rights of legal entities shall be exercised by delegates.
- The board of directors of the Association shall make the final decision on the admission of the full members and the sustaining members as well as on the nomination of the honorary members. The admission and the nomination respectively may be rejected without reasoning.
- In order to especially honor individual honorary members the bestowal of internal honorary titles such as “honorary president” etc. shall be admissible, whereat the board of directors of the Association shall finally decide on the award or rejection of them.
§ 6 Termination of Membership
- Membership in the Association shall terminate with physical persons by death, with legal entities by the cease of the legal capacity. Furthermore, the membership shall terminate by voluntary cancellation, by elimination from the list of members, or by exclusion from the Association.
- All members may be at liberty to cancel their membership at any time, cancellation of the membership may be made by written notice given to the board of directors of the Association.
- The board of directors may expel a member in the case that the member is, despite two requests, setting a reasonable period of grace, in arrears with the membership fees for longer than three months or fails to render any other services. The obligation to pay the membership fees remains unaffected.
- A decision to expel a member may also be taken if the member has acted in a manner contravening the best interests of the Association, especially if the business or personal conduct of the member in question has jeopardized the good reputation of the Association or Chinese-European relations. The exclusion can be challenged by the member in question at the following General Membership Meeting. The membership rights of the expelled member are suspended until the final decision by the General Membership Meeting.
- The resigned, retired or expelled members are not entitled to claim for reimbursement of their membership fees or compensation for their other services.
§ 7 Rights and responsibilities of members
- All members are entitled to utilize the facilities of the association. Only full members shall have voting rights at the general membership meeting.
- All members are entitled to demand the delivery of the by laws from the board.
- The board of directors is obliged to pass a resolution to summon an Extraordinary Membership Meeting when this is demanded by one tenth of the members carrying voting rights.
- At each General Membership Meeting the board of directors shall report on the Association’s financial situation.
- The full members shall be notified by the Board of the audited balance sheet (accounting), when conducting this at the General Membership Meeting the attendance of the auditors is required.
- All members are bound to endeavour to reach the target of the Association and to refrain from any action which is deemed to damage the reputation and the mission of the Association. All members shall comply with the by laws of the Association and resolutions of the association bodies. The full and sustaining members are supposed to pay their membership fees in due time or to render other services. Membership dues shall be waived for honorary members.
§ 8 Association Bodies
The bodies of the Association are the General Membership Meeting (§§ 9 and 10), the Board of Directors (§§ 11 and 12), the Auditor (§ 14) and the Arbitration Board (§ 15).
§ 9 General Membership Meeting
- The General Membership Meeting is the “meeting of the full members” according to the VereinsG (Law on Association) 2002. The General Membership Meeting shall be held at least once a year.
- An Extraordinary Membership Meeting shall be convened subject to
(a) the resolution of the Board of Directors or of the General Membership Meeting
(b) the submission of a written statement by one tenth of the full members
(c) the request of the auditor (§ 21 paragraph 5, first sentence VereinsG)
(d) the resolution of the auditor (§ 21 paragraph 5, first sentence VereinsG)
within a period of three weeks after such notice and resolution respectively mentioned above.
- The full members shall be notified of both the General and the Extraordinary Membership Meeting at least within a period of 10 days in advance of the meeting. The notification shall involve the agenda and shall be delivered in writing, by fax or e-mail (to the announced fax number or e-mail address of the full member) or phone (under the announced telephone number of the full member). The summoning shall be served by the board (paragraph 1 and paragraph 2 lit. a – c), or by the auditors (paragraph 2 lit. d).
- Motions to be included into the agenda may be orally filed at any time until the end of the General Membership Meeting.
- All full members are entitled to participate in the General Membership Meeting and shall have voting rights. Each full member shall have one vote. The assignment of voting rights to another full member by an informal written authorization is admissible.
- The General Membership Meeting has a quorum regardless of the number of participants.
- Elections and resolutions at the General Membership Meeting shall be carried out by a simple majority of valid votes. In the event of a tied ballot the chairperson shall have the casting vote. Resolutions concerning the amendment of the by laws of the Association or the dissolution of the Association require a qualified majority of two thirds of the valid votes cast.
- The General Membership Meeting shall be chaired by the President or his deputy. In the absence of the President and the Vice-President, or in the case a Vice-President has not been appointed, the Secretary General shall preside the Meeting. In the absence also of the Secretary General the member with the highest seniority present at the meeting shall chair the General Membership Meeting.
§ 10 Tasks of the General Membership Meeting
The tasks stated below are reserved to the General Membership Meeting:
(a) Receipt and approval of the statement of accounts and the closing of accounts with participation of the auditors.
(b) Election and suspension of members of the Board of Directors and the Auditors.
(c) Approval of business transactions between the Auditors and the Association.
(d) Assessment of admission charges and membership fees for full and sustaining members.
(e) Discharge of the Board of Directors.
(f) Resolutions on amendments to the by laws of the Association and on voluntary dissolution of the Association,
(g) Deliberation and resolutions on other agenda items.
§ 11 Board of Directors
- The Board of Directors consists of at least three and no more than 10 members.
- The board members are elected by the General Membership Meeting. The president, contingently a Vice President, the Secretary General, contingently a Deputy Secretary General, the Treasurer, contingently a deputy treasurer, a recording secretary, contingently a deputy recording secretary, and if need be spokespeople are appointed by the Board of Directors from among its members. The Board of Directors shall in the event of retirement/absence of an appointed board member co-opt another eligible board member in its place, whereto the subsequent approval at the next General Membership Meeting is required.
- The term of office of the members of the Board of Directors shall be 4 years. It lasts at least until the election of a new board. They may be re-elected. Each function in the Board shall be exercised personally.
- The board meeting shall be convened by the president, in the absence of the president by the Vice President, in the absence of the Vice President by the recording secretary, in the absence of the recording secretary by any other board member, via fax, email, telephone, orally or in writing.
- A quorum shall be reached when all members have been given notice and at least one third of them is present.
- The Board of Directors shall pass resolutions by simple majority vote. In the event of a tied ballot, the chairperson shall have the casting vote.
- The board meeting shall be chaired by the President or his deputy. In the absence of the President and the Vice-President, or in the case a Vice-President has not been appointed, the Secretary General shall preside the Meeting. In the absence also of the Secretary General the board member with the highest seniority present at the meeting shall chair the board meeting.
- Except in case of death and election of a new Board of Directors the function of a board member shall cease by removal from office (paragraph 9) and retirement (paragraph 10).
- The General Membership Meeting is entitled to remove the entire Board of Directors or individual board members from office at any time. The removal from office shall come into effect by the appointment of the new Board of Directors and the new board member respectively.
- The board members are entitled to tender their resignation in writing at any time. The resignation shall notified to the Board of Directors, in the case of the resignation of the entire Board the resignation shall be notified to the Membership Meeting. The resignation shall come into effect by the election and cooptation (paragraph 2) respectively of a successor.
- The Board of Directors is entitled to appoint subcommittees from among its members in order to delegate certain tasks. The Board of Directors is also entitled to decide to include outsiders.
§ 12 Duties of the Board of Directors
The Board of Directors is responsible for setting the direction of the Association. It is the “governing body” according to the VereinsG 2002. The Board of Directors shall be in charge of all tasks that are not allocated to another body of the Association according to the by laws. The scope of the Board of Directors comprises in particular the matters stated below:
(a) The establishment of an appropriate accounting, containing a regular record of revenue/expenditure and a schedule of assets as a minimum requirement.
(b) Draft of the financial report and the balance sheet.
(c) Preparation and summoning of the General and Extraordinary Membership Meeting in the cases of § 9 paragraph 1 and paragraph 2, lit. a – c of these by laws.
(d) Notification of the Association’s activities, the Association’s financial situation and the audited balance sheet to the full members.
(e) Management of the assets of the Association.
(f) Implementation of the resolutions of the General Membership Meeting.
(g) Final decision on the admission, suspending and exclusion of members of the Association.
(h) Final decision on the award and withdrawal respectively of internal honorary titles such as “honorary president”, etc.
(i) Contingent establishment of an advisory board.
(j) Hiring and dismissal of employees of the Association.
§ 13 Specific duties of individual board members
- Der Präsident ist der höchste Funktionär des Vereins. Er führt die laufenden
- The President shall be the top official of the Association. The president shall handle the day-to-day business of the Association. The Secretary shall assist the President in handling the Association’s business.
- The President represents the Association to the outside world, to authorities and third parties. The President shall chair the General Membership Meeting and the Board of Directors. Written notices and statements of the Association shall be signed by the President or a deputy to be valid, in the absence of the President or the Vice-President they shall be signed by two other board members. For the validity of legal transactions between members of the Board of Directors and the Association the approval of another board member is required.
- In the event of imminent danger the President is entitled to give orders independently on his own responsibility, even in matters falling within the sphere of action of the General Membership Meeting or the Board of Directors; these orders need to be approved subsequently by the responsible body of the Association.
- Contractual authorization to represent the Association to the outside world and sign validly on behalf of the Association shall be granted by the President along with another board member.
- The Secretary General shall be responsible for the administration and the conduct of the ongoing business of the Association.
- The Recording Secretary shall assist the President in the management of the Association. The Recording Secretary shall be responsible for the minutes of the General Membership Meetings and the Board Meetings.
- The Treasurer is responsible for the orderly finances of the Association.
- In the case of absence of the President, the Secretary-General, the Recording Secretary and the Treasurer the appointed deputies take charge in their place.
§ 14 Advisory Board
- The Advisory Board has an advisory role on all important issues. The Advisory Board is to be occupied by important representatives from business and politics as well as influential personalities from both European and Chinese economic life. The Advisory Board elects a President and one to three vice-presidents every three years. In the first year, the Board determines the persons of the president and vice-presidents.
§ 15 Auditor
- At least two auditors shall be elected by the General Membership Meeting for a term of 4 years. They may be re-elected. The accountants may not be members of any body of the Association, except for the General Membership Meeting, whose activities are subject of the verification.
- The accountants shall control the financial management of the Association in terms of the regularity and legality of the accounts and the proper use of the funds according to the by laws of the Association. The Board of Directors shall supply the auditors with all the required documents and provide all necessary information. The auditors shall report the result of their verification to the Board of Directors.
- For the validity of legal transactions between the Auditors and the Association the approval of the General Membership Meeting is required. The provisions in § 11 paragraph 8 to 10 apply mutatis mutandi.
§ 16 Arbitration Board
- In order to settle all disputes arising from the relation to or within the Association the internal Arbitration Board is constituted. It is an arbitration service according to the VereinsG 2002 but not an arbitration court according to §§ 577 et seq. of the Austrian Code of Civil Procedure.
- The Arbitration Board shall comprise three full members. The Arbitration Board shall take action on the nomination of a member of the Association as arbitrator to the Board of Directors by a disputing party in writing. Within seven days after application to the Board of Directors the opposite party shall be notified thereof and may nominate for its part within 10 days a member of the Association as arbitrator. After notification by the Board of Directors within seven days the nominated arbitrators shall nominate for them part a third full member of the Association as chairperson of the arbitration tribunal within further 10 days. In case of a tied ballot among the propose chairpersons of the arbitration tribunal the chairperson shall be chosen by lot. The arbitrators may not be members of any body of the Association, except for the General Membership Meeting, whose activities are subject of the dispute.
- No person shall be appointed as arbitrator without his consent.
- The Arbitration Board shall make its decision, after having granted both parties their right to be heard, in the presence of all members of the Arbitration Board by simple majority of votes. The Arbitration Board shall decide, without being bound to further standards, to the best of its knowledge and belief. Its judgement shall be finally decisive within the Association.
§ 17 Dissolution of the Association
- For the voluntary dissolution of the association the summoning of an Extraordinary Membership Meeting to that purpose and by a two-thirds majority of all members with the right to vote is required.
- In the case that Association owns assets by itself, the General Membership Meeting shall make a decision on the winding up. The General Membership Meeting shall particularly appoint an administrator and pass a resolution indicating to whom the liquidator should transfer the Association’s assets remaining after liabilities have been covered.
- In the event of the dissolution of the association and the discontinuation of the Association’s mission the remaining assets shall be allotted to non-profit or charitable purposes according to §§ 34 et seq. BAO.
- The last Board of Directors shall notify the voluntary dissolution to the Police Directorate Vienna within four weeks after passing the resolution.
(Version 18th October 2018 – Translated from the German Version)