Excerpt from the statutes of the graduates’ association
§ 1 NAME, SEAT AND FIELD OF ACTIVITY
1) The association bears the name “Students and graduates’ association of the Tourism Schools Bad Gleichenberg“
2) The association has its seat in Bad Gleichenberg and extends its activity on the Republic of Austria and also abroad
3) The establishment of branch associations is not planned.
§ 2 Purpose of the association as well as activities and financial means for the implementation of the association’s purpose
1) The association is not profit-based.
2) The association has the above mentioned purpose and will carry out the following activities:
Joining of all students and graduates from all schools of the Styrian Hotel management association in Bad Gleichenberg to
a) exclusively serve non-profit purposes
b) socialise with school colleagues beyond school days
c) maintain the contact to former teachers
d) support the interests of their former school and all students
e) promote the professional training of all graduates
f) represent other cultural or material interests of the members
g) Offer emergency relief to members inculpably in need or rather grant scholarships to particularly committed students who are in need
3) The following aims at the achievement of these goals:
a) The secretariat of the association with its seat in Bad Gleichenberg carries out all administrative tasks.
b) The publication of a newsletter.
c) Various professional and entertaining events.
d) The establishment of departments on a national and international level to assist the students and graduates.
4) The necessary financial means are collected via:
a) member fees
b) donations and other contributions
§ 3 TYPES OF MEMBERSHIP
1) The members of the association are divided into ordinary and extraordinary members as well as honorary members.
a) All members who participate fully in the activities of the association are ordinary members.
b) All members who promote the activities of the association mainly through their financial contributions are extraordinary members.
c) All members who have been nominated due to particular merits carried out for the association or the school of the Styrian Hotel Management School Association are honorary members.
§ 4 ACQUISITION OF MEMBERSHIP
1) All pupils and graduates of the Styrian Hotel Management School Association can become ordinary members of the association.
2) All physical persons as well as legal persons and partnerships with legal capacity which even if they did not complete any school of the Styrian Hotel Management School Association but are ready to support and promote the purpose of the association, can become extraordinary members.
3) The management board decides about the admission of ordinary and extraordinary members. The admission can be rejected without giving reasons.
4) The nomination of honorary members is carried out upon the request of the management board by the general assembly of members.
§ 5 TERMINATION OF THE MEMBERSHIP
1) The membership expires in case of death, for legal persons and partnerships with legal capacity in case of loss of the legal entity, in case of a voluntary withdrawal or the exclusion by the management board.
2) The exclusion can take place at any time at the end of an association year (31st of December). It needs to be communicated to the management board at least one month in advance in written form. The date of the post stamp is relevant for the timeliness.
If this happens late the exclusion becomes effective already on the next possible date.
3) The management board can exclude a member if it is behind schedule with the payment of the membership fees over a period longer than a year. The obligation to pay the already due membership fees, remains unaffected therefrom.
4) The exclusion of a member from the association can be enacted by the management board also due to a gross violation of other obligations as a member and due to a dishonourable behaviour. There is the possibility to appeal against the exclusion at the general meeting and until the decision, the rights of the member are suspended.
5) The withdrawal of the honorary membership can be decided by the general assembly due to the reasons mentioned in clause 4 on the motion of the management board.
§ 6 RIGHTS AND OBLIGATIONS OF THE MEMBERS
1) The members are authorized to participate in all the events of the association and to use the institutions of the association. The right to vote at the general assembly as well as the active and passive right to vote can be exercised only by ordinary and honorary members.
2) The members are obliged to make every effort to promote the interests of the association and to refrain from anything which could cause harm to the purpose and the reputation of the association. They must respect the statutes of the association and the resolutions of the bodies of the association. The ordinary and extraordinary members are committed to pay their membership fees in time in the amount decided at the general assembly of the members.
§ 7 BODIES OF THE ASSOCIATION
The bodies of the association are the following: General assembly, see §§ 8 and 9, the management body (board), see §§ 10, 11 and 12, the accountants, see § 13, the mediation board, see § 14.
§ 8 GENERAL ASSEMBLY OF THE MEMBERS
1) The ordinary general assembly of the members takes place every four years.
2) The extraordinary assembly of the members needs to take place within four weeks upon the resolution of the board or the ordinary general assembly of the members or upon written request of at least a tenth part of the members or upon the request of the accountants.
3) All members must be invited in writing at least two weeks in advance as regards the ordinary as well as the extraordinary assembly of members via fax or email. The announcement of the general assembly of the members must be carried out by indicating the daily agenda.
4) All motions concerning the general assembly of the members need to be handed in via fax or email at least three days before the general assembly is taking place to the management board.
5) Valid resolutions – except those made upon request for the calling of an extraordinary assembly of the members – can only be taken within the framework of the agenda.
6) All the members are authorized to take part in the general assembly of the association. Only the ordinary members and honorary members have the right to vote. The transmission of the right to vote to another member – by the way of a written delegation – is admissible.
7) The general assembly of the members is competent if at least half of the voting members or rather of their representatives (clause 6) are present. If fewer members are present, the assembly of the members will take place 30 minutes later with the same agenda. Then the assembly is competent regardless of the number of present members. This fact needs to be mentioned separately in the invitation.
8) The elections (nominations) and the resolution in the general assembly are generally carried out with a simple majority of votes. Resolutions with which the statute of the association can be changed or the association can be dissolved, need a qualified majority of two thirds of the valid and recorded votes.
9) The chairman presides over the assembly of the members and in case of his absence the vice-chairman will take over this task. If he is also absent, the oldest member of the management body (board) will take the chair.
§ 9 TASKS OF THE GENERAL ASSEMBLY OF THE MEMBERS
The assembly of the members basically takes over the following tasks:
1) Election (nomination) and dismissal of the members of the board and the accountant.
2) Decision on a possible cost estimation for the upcoming financial year.
3) Acceptance and approval of the reports of the board and the accountant; in particular the income and expenditure statement including the complete financial statement (§11a),
4) Discharge of the board and the accountants
5) Establishment of the amount of possible entrance fees and the membership fees for ordinary and extraordinary members.
6) Awarding and withdrawal of the honorary membership
7) Decision on changes of the statutes and the voluntary resolution of the association.
8) Consultation and decision concerning the other agenda topics
§ 10 MANAGEMENT BODY (BOARD)
1) The management body (board) consists of the chairman, the vice-chairman, the secretary, the vice-secretary, the treasurer and vice-treasurer. The election of further advisory boards is possible.
2) The board elected by the assembly of the members has the right to co-opt another eligible member in case of the withdrawal of an elected member and ask the subsequent approval during the following assembly of members. If the board drops out for a longer unpredictable period of time without co-optation every accountant is obliged to immediately convoke an extraordinary assembly of the members for the purpose of the new election of the board.
3) The term of office of the board lasts four years. The re-election is possible.
4) The board is convoked by the chairman and in case of his absence by his representative in written or oral form. If the latter is also absent for a longer and unpredictable period of time, every other member of the board can convoke the board.
5) The board is competent if all members were invited and at least half of them are present.
6) The board takes its decisions with a simple majority of votes; in case of parity of votes the vote of the chairman will decide.
7) The chair is taken by the chairman and in case of his absence by his representative. If he is also absent, the chairmanship passes to the oldest present member of the board or the member who is elected by a majority of the other members of the board.
8) Besides the expiration of the term of office due to death or due the end of term (clause 3), the term of office of a member of the board ends also in case of withdrawal. (clause 9) or due to dismissal (clause 10).
9) The members of the board can declare their withdrawal at any time in written form. The rescission notice must be handed in to the board and in case of the withdrawal of the entire board, to the assembly of the board. The withdrawal becomes effective with the election or rather co-optation of a successor (clause 2). Until then the legal capacity is limited.
10) The general assembly of members can relieve the entire board or single members at any time. The dismissal becomes effective with the nomination of the new board or rather the new member of the board.
§ 11 TASKS OF THE MANAGEMENT BOARD
The association remains under the responsibility of the board. It takes over all tasks which have not been assigned to another body of the association by way of the statutes. It is basically responsible for the following matters:
a) Administration of the association’s funds; in particular, the board must ensure that the financial situation of the association can be recognized in time and adequately. It needs to establish an accountability which meets the requirements of the association. It shall also guarantee the current recording of income and expenditures. At the end of the financial year the board shall prepare the income and expenditure statement including the balance sheet within five months. The financial year must not correspond to the calendar year but it must not exceed a time period of 12 months.
b) Preparation of the general assembly
c) Convocation of the ordinary and extraordinary general assembly.
d) Admission and exclusion of ordinary and extraordinary members of the association as well as keeping of membership lists
§ 12 SPECIAL OBLIGATIONS OF SINGLE MEMBERS OF THE BOARD
1) The chairman manages the current business of the association.
2) The chairman represents the association. In order to be valid all documents need to be signed by the chairman and in case of financial matters by the chairman and the treasurer. Self-deals (deals carried out with the association on its own behalf or for someone else by an intercompany representative) need the be approved by the board and the accountant.
3) The chairman takes the chair in the general assembly and in the board. In case of imminent danger, he is authorized to make instructions on his own responsibility and autonomously also concerning matters which fall under the scope of the general assembly or the board. These, however, need the subsequent approval by the competent association body.
4) The secretary shall support the chairman to manage the business of the association. The secretary is responsible for holding the protocols about the general assembly and the meetings of the board.
5) The treasurer is responsible for the ordinary financial conduct of the association.
6). In case of being prevented the secretary and the treasurer are taking over the position of the chairman.
§ 13 ACCOUNTANT
1) A minimum of two accountants will be elected by the general assembly for a period of four years. The re-election of an accountant is possible. They shall not be part of any body- except the general assembly– whose activity is subject to their supervision.
2) The audit report of the accountant shall confirm the regularity of the financial reporting and the statutory utilisation of the financial means or indicate determined conduct errors or risks linked to the existence of the association. Unusual earnings and expenditures, in particular self-deals (§12 clause 2) need to be examined in detail. The accountants shall report their results to the board and the general assembly.
3) Apart from that, for the accountants the provisions of § 10 clause 8, 9 and 10 apply correspondingly.
§ 14 MEDIATION BOARD
1) For the arbitration of all disputes deriving from the relationship with the association, the mediation board of the association is called.
2) The mediation board is composed of three ordinary members of the association. It is formed in such a way that each party in the dispute shall name one member as arbitrator within 14 days. These two members will choose another member of the association as chairman of the mediation board . If no agreement can be reached there, the lot will choose within the members proposed. The members of the mediation board cannot be part of any body – except the assembly of the members – whose activity is subject to the disputes.
3) The mediation board is taking its decisions with the simple majority of votes in the presence of its members. They will decide to the best of their ability. Within the association the decisions are final.
4) If the procedure in front of the mediation board is not terminated earlier, after the termination of six months from the calling of the mediation board, the ordinary legal recourse is possible. The appeal of the ordinary court can be excluded only if an arbitration court is established according to §§ 577 of the civil code of procedure.
§ 15 RESOLUTION OF THE ASSOCIATION
1) The voluntary resolution of the association can only be decided in a general assembly called up for this purpose and only with a majority of two-thirds of the recorded and valid voices.
2) In case of a resolution of the association, the assets of the association shall be transferred to the Styrian Hotel management school association with the purpose of supporting eligible students in need.
3) The last management body (board) must give notice of the voluntary resolution in written form within four weeks from the resolution ordered by the Bezirkshauptmannschaft (District administration) Feldbach as competent body of the association. Until the establishment of a central association’s register, the voluntary resolution needs to be published by the last chairman according to § 28 of the association law in a newspaper nominated for official communications (Official Journal of the newspaper of Graz).
§ 16 GENDER SPECIFIC NAMES
All personal names mentioned in this statute in the masculine form, shall apply mutatis mutandis also for the female form.
Bad Gleichenberg, 24.06.2004