Österreichisch-Amerikanische Gesellschaft
ÖAG Salzburg
Austro-American Society Salzburg

ZVR – Nr. 301805634

Statutes
Approved by the General Assembly on March 27, 2007

Par. 1. Name, Seat, and Area of Activity
1. The Association carries the name “Austro-American Society Salzburg” (referred to as the “Salzburg Branch” in the following). It is (according to the Association Law 2002, BGBI. I Nr.66/2002 Par. 1.4) a branch association of the main association “Austro-American Society” with its seat in Vienna.
2. The Austro-American Society Salzburg has its seat in the city of Salzburg and its activities cover the Province of Salzburg and surrounding area. The Salzburg Branch is international and cosmopolitan in its orientation and focus.
3. Local district offices may be established in the Province of Salzburg as needed. The same regulations apply to their management and activities, as stated in the subsequent paragraphs.

Par. 2. Purpose
1. The purpose of the Society, whose activities are non-profit-oriented, is to be a meeting place and a contact point for people in Salzburg from Austria and from the United States, who seek conversation and cultural, academic, and economic exchange. It is a particular aim of the programmatic activities to make the multi-culturalism existing within Austrian and American society visible, and to help overcome stereotypical perceptions on both sides.
2. All those interested in the exchange of ideas, and in particular Americans living in Salzburg are invited to participate actively in the Salzburg Branch.
3. Cooperation with the University of Salzburg, but also with various America-oriented institutions is desired in order to provide a basis for a critical and analytical discourse to complement the social program offerings.

Par. 3. Means to Achieve the Purpose
1. In order to achieve this goal, the Salzburg Branch will make particular use of the following conceptual and material means, as described in the following Sections 2 and 3.
2. Conceptual means are:
A) Social, cultural, academic, and business-oriented events.
B) Exhibits, concerts, and literary and theater events in German and English,
C) The provision of an internet-based discussion forum and the regular publication of a newsletter.
3. The requisite material means will be raised through:
A) Membership fees and dues
B) Income from events and from the library
C) Subsidies, gifts, and collections
D) Other sources of income and grants
E) The annual grant from the Association in Support of the Austro-American Society

4. The membership fees and dues (as per Section 3 above) will be determined by the members- or General Assembly.

Par. 4. Types of Membership
1. The members of the Salzburg Branch include regular members, family members, sponsoring and honorary members.
2. Regular members are those who agree to the association’s goals and participate in the work of the association according to their abilities. Family membership comprises at least two persons living in the same household. Sponsoring members support the activities of the association through the payment of higher dues. Honorary members can be appointed by the Board from among the members of the General Assembly, who have rendered outstanding services to the Salzburg Branch.
3. The Board is also authorized to propose honorary members for membership or as members of an honorary Board.
4. In addition, corporate and legal entities may become regular members of the Salzburg Branch.

Par. 5. Acquisition of Membership
1. The Board accepts regular, sponsoring, and family members. To join the Salzburg Branch, it is necessary to submit an application for membership and to pay the membership dues, and possibly also a membership fee as determined by the General Assembly. Membership may be denied without reasons given.
2. The appointment of honorary members or of members of the honorary Board is made by the General Assembly on the recommendation of the Board.

Par. 6. Termination of Membership
1. Membership is terminated by death, voluntary resignation or expulsion.
2. Termination of membership becomes effective only at the end of each year and members must declare their intention to resign in writing at least three months in advance. A belated declaration of resignation becomes effective only at the end of the next year.
3. The Board may exclude a member, if his or her membership payment is more than six months overdue, and he/she has received two reminders of overdue payment and has been granted an appropriate grace period. The obligation to remit due payments remains unaffected by this.
4. The exclusion of a member of the Salzburg Branch may be decreed by the Board because of the violation of the responsibilities of membership or because of dishonorable conduct.
5. The deprivation of honorary membership – for reasons named in Section 4 - may be decided upon by the General Assembly following a motion of the Board.

Par. 7. Rights and Duties of the Members
1. All members of the Salzburg Branch may participate in all of the association’s events and may take advantage of the offerings and the facilities of the Salzburg Branch – either free of charge or in return for payment of an agreed-upon amount. They contribute to the life of the Salzburg Branch through their active participation and in the development of programs.
2. The right to vote in the General Assembly as well as the active and passive right to vote is accorded to all ordinary, honorary, and family members.
3. All members are obliged to protect the interests and the reputation of the association, to adhere to the statutes, and to comply with the decisions of the association’s bodies. Likewise, they are – with the exception of the honorary members – obliged to pay the membership dues as determined by the General Assembly.
4. Each member of the Salzburg Branch has the right to require the implementation of the statutes by the Board.
5. The General Assembly of the Salzburg Branch must be called to an annual meeting, at which the Board reports on its activities and financial conduct. However, one tenth of the membership may also require the Board to call an extraordinary meeting of the General Assembly.
6. Likewise, one tenth of the members may also request apart from the General Assembly a report on its activities and a financial report from the Board, which is obliged to provide the same within four weeks. The Board must report to the members on the audited financial statements. If this occurs during the General Assembly, then the Auditors must be included.

Par. 8. Executive Bodies
1. The executive structure of the Salzburg Branch is comprised of the General Assembly (Par. 9), the Board (Par. 10), the Auditor/s (Par. 11), and the Court of Arbitration (Par. 12).

Par. 9 The General Assembly and its Duties and Responsibilities
1. The regular General Assembly takes place once a year – as a general meeting in accordance with and exceeding the requirements of the 2002 Association Law. It is responsible for all of the duties and responsibilities as outlined in these statutes.
2. An extraordinary General Assembly is to be called within four weeks,
A) upon decision of the Board or of the regular General Assembly,
B) upon written request of at least one tenth of the members,
C) upon request of the Auditor/s (Par.21, Section 5 of the Association Law),
D) upon decision of the Board of trustees of the Austro-American Society with its seat in Vienna.
3. All members must be notified in writing of a regular or of an extraordinary General Assembly at least two weeks in advance, i.e. via mail, fax, or email. The call must specify the date, time, location, and agenda of the meeting. The Board calls to the meeting.
4. Propositions by voting members must reach the Salzburg Branch in writing at its publicly announced address either by fax or by email at least three working days prior to the general meeting.
5. Both a regular and an extraordinary meeting form a quorum regardless of the numbers of members present. Resolutions are adopted by a simple majority of votes. Resolutions concerning the amendment of the statutes or the dissolution of the Salzburg Branch, require a two-thirds majority of all valid votes cast. In the event of a tie, the President has the deciding vote.
6. The General Assembly is chaired by the President of the Salzburg Branch, in his/her absence, by one of the Vice-Presidents. Minutes of the meeting are to be kept which include all of the essential proceedings; they are to be signed by the President and the Secretary.
7. The General Assembly has the following duties and responsibilities:
A) Passing of a resolution
B) Acceptance and approval of the financial report and of the financial statements with the involvement of the Auditor/s;
C) Election and divestiture of the members of the Board and its Auditor/s;
D) Approval of the legal transactions between the Auditor/s and the association
E) Exoneration of the Board;
F) Determination of the amount of the membership fee and dues for regular and extraordinary members;
G) Granting and divestiture of honorary membership;
H) Passing of resolutions concerning amendments of the statutes and the voluntary dissolution of the Salzburg Branch;
I) Discussion and passing of resolutions concerning other points on the agenda.

Par. 10. The Board as Management Body and its Duties and Responsibilities
1. The Board of the Salzburg Branch consists of at least seven and up to twenty members. It is elected by the General Assembly for a period of two years. It may be re-elected.
2. A President and two Vice-Presidents are elected explicitly by the General Assembly. The Board elects from among its members a Treasurer and a Secretary (each with a deputy), as well as the two representatives to the Trusteeship according to Par. 13. Each function in the Board must be exercised in person.
3. The Board has the right, when an elected member leaves the Board, to coopt in his/her place another eligible member, whereby the retroactive approval must be obtained at the next General Assembly. If the Board does not replenish itself through coopting or fails to meet for an unforeseeable period of time, then each Auditor is obliged to call an extraordinary meeting of the General Assembly for the purpose of electing a new Board.
4. It is incumbent on the Board to pass resolutions on all matters over which other organs of the association do not reserve the right to decide. It is the management body as defined by the 2002 Association Law. Among its particular duties and responsibilities are:
A) setting up an accounting system commensurate to the needs of the association, which as a minimum requirement keeps track of revenues and expenditures and the listing of assets on a regular basis,
B) creating the annual budget, the financial report, and the financial statements,
C) preparing and calling the General Assembly, according to Par. 9, Section 1 and Section 2,
D) reporting to the members on the association’s activities, conduct, and the audited balance of accounts,
E) administering the association’s funds
F) admitting and excluding regular and extraordinary members, proposing honorary members to the General Assembly,
G) hiring and firing employees of the Salzburg Branch.
5. The President calls meetings of the Board; if s/he is hindered from doing so, then one of the vice-Presidents calls the meetings. The Board meets at least three times a year. If at least one third of the Board members requests a meeting, then it must be called by the President within one week.
6. The Board has a quorum when all Board members have been invited and at least half of them are present. It passes resolutions with a simple majority. In case of a tie, the President has the deciding vote. The Board may establish its own policies and procedures.
7. It is incumbent on the President to conduct the business. S/he represents the Salzburg Branch before the public; if s/he is hindered from doing so, then this is done by one of the vice-Presidents. Written, binding declarations are to be signed by both the President and the Secretary. Financial documents are to be signed by both the President and the Treasurer.
8. The President chairs the General Assembly and the Board meetings.
9. The Secretary takes the minutes of the General Assembly and of the Board meetings and supports the President in the conduct of business.
10. The Treasurer is responsible for the proper financial conduct of the association.
11. In the absence of one of the officers, then the respective deputy of the officers named in Sections 8-10 assumes his or her duties and responsibilities.

Par. 11. Auditing of Books of Accounts
1. The financial conduct of the Salzburg Branch is to be examined annually after the closing of the calendar year by two independent and impartial Auditors, recommended by the Board and elected by the General Assembly for a term of two years. They may be re-elected.
2. The Auditors may not belong to any executive body – with the exception of the General Assembly- whose activities are the subject of the audit.
3. It is incumbent on the Auditors to examine the business as well as the financial conduct of the Salzburg Branch with respect to proper accounting procedures and the use of the funds in accordance with the statutes. The Board must provide the Auditors with all of the required documentation. The Auditors must report the results of their audit to the Board within four months. If all points with which the Auditors find fault are not corrected, then the Auditors have the right to request the calling of a General Assembly meeting by the Board, or they may even call a General Assembly meeting themselves.
4. In any event, the Board must present the report of the Auditors to the General Assembly. The Auditors must be present at the respective General Assembly meeting. The General Assembly votes upon their request to exonerate the members of the Board (Par. 9, Section 7, b-e) for the past year.

Par. 12. Arbitration of Internal Disputes
1. All internal disputes of the Salzburg Branch are to be settled by an Arbitration Court. This court consists of three members of the Salzburg Branch; each of the disputing parties appoints one of the three members. The two appointed members of the Arbitration Court elect a third member of the Salzburg Branch as chair. If the two appointed arbitrators cannot agree on the chairperson, then that person is to be appointed by the President. The same applies if one of the disputing parties fails to nominate its arbitrator within a reasonable period of time.
2. The arbitration court reaches its decisions by a simple majority. In as far as the proceedings have not already been concluded by the Arbitration Court, then legal action may be taken once six months have passed since the appeal to the arbitration court. The appeal to the regular court can only be barred, if a Court of Arbitration according to §§ 577ff ZPO has been set up.

Par. 13. Relationship between the Salzburg Branch and the main Association “Austro-American Society”
1. As a branch association of the Society as described in Par 1, Section 1, the statutes and any amendments thereto approved by the General Assembly of the Salzburg Branch require the approval of the Board of Trustees of the main Association in order to become valid. Approval may also be obtained in writing.
2. The Board of Trustees of the Austro-American Society must be informed in writing at least two weeks in advance if a General Meeting of the Salzburg Branch is to be held and it is to be informed in writing within two weeks about the results of the election of the Board.
3. The Secretary General of the main Association “Austro-American Society” is to be invited to the Board meetings of the Salzburg Branch.
4. The Board of Trustees of the main Association has the right to object to the election of individual Board members within the period of one month, whereupon a Court of Arbitration may be invoked by the person concerned. Such a court is comprised of four Trustees, two of whom are to be appointed by the Austro-American Association and two by the Board member in question. The President of the Austro-American Society acts as chair. In case of a tie, the President has the deciding vote. If the objection is upheld by the Court of Arbitration, the election of a substitute must take place within one month’s time.
5. The Salzburg Branch delegates two members of its Board to the Board of Trustees of the main association, in order to facilitate communication between the two. In addition to the report on activities, additional information must be supplied upon request and written documents must be made available for review. The Salzburg Branch is willing to allow representatives of the main Association to review its financial conduct.

Par. 14. Termination of the Salzburg Branch
1. The voluntary dissolution of the Salzburg Branch can only be decided upon in a General Meeting and only with a two-thirds majority of valid cast votes.
2. In case of a voluntary dissolution or dissolution by notice, the assets of the Austro-American Society Salzburg accrue to the main Association, the Austro-American Society, as described in Par. 1, Section 1.

Note:
In case of doubt, the German original version of the Statutes shall govern.