ASSOCIATION STATUTES

preamble

The history of Europe is largely documented in the holdings of the archives. The rescue of the original archive holdings from catastrophes of any kind is one of the central tasks of our society, but especially of restorers. The originals contain information in text and images and in the material. The latest developments (climate change) and societal challenges (identity crises due to political changes) mean that quick and appropriate intervention is becoming increasingly important. 

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§ 1
Name, seat, field of activity

1.1. The association is called Conservator-restorers without Frontiers.

1.2. It is based in Langenlois and extends its activities to the whole world.

The establishment of branch associations is intended.

§ 2

purpose

2.1. The association, whose activity is non-profit, aims exclusively and directly at the salvation of the written and graphic heritage, with particular reference to technological advances in the field of restoration.

2.2. The association sees its activities as exclusively and directly charitable (humanitarian, charitable) and non-profit within the meaning of Sections 34 et seq. of the Federal Fiscal Code.

§ 3
means of realizing the purpose of the association

3.1. The purpose of the association is to be achieved through the idealistic and material means listed in paragraphs 3.2 and 3.3.

3.2. Serve as ideal means

3.2.1. Coordination of fast and unbureaucratic assistance for the rescue of man-made material cultural assets in disaster and emergency situations through international and transnational cooperation as well as assistance in the planning and implementation of precautionary measures against damage caused by natural disasters.

3.2.2. Development and maintenance of infrastructure for the rapid rescue of written material and graphic heritage in dangerous situations or its appropriate emergency treatment afterwards.

3.2.3. Advice, planning and handling of relief operations.

3.2.4. Preparing employees for relief work in line with the purpose of the association.

3.2.5. Events of various kinds (lectures, meetings, workshops, training) to raise society's awareness of the need for preventive measures.

3.2.6. The implementation of relevant research projects

3.2.7. Publications eg in printed form

3. 3. The necessary material means should be raised by

3.3.1. Subsidies, grants and cost contributions from public institutions,

3.3.2. Proceeds from research projects within the meaning of the purpose of the association,

3.3.3. Compensation for consulting work

3.3.4. Donations, collections, inheritances, sponsors, legacies and other donations from private and public sources,

3.3.5. membership fees.

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§ 4
Types of Membership

4.1. The members of the association are divided into full, supporting and honorary members. The board of directors makes the final decision on the admission of members.

4.4.1. Ordinary members are natural persons who participate in the work of the association.

4.4.2. Supporting members are natural or legal persons who support the association with special donations, especially financial ones, as well as other assistance.

4.4.3. Honorary members are those persons who are appointed for special services to the association.

§ 5
Termination of Membership

5.1. Membership expires through death (in the case of legal entities through loss of legal personality), through resignation and expulsion.

5.2. Written notification of the resignation of a full member can be given at any time and becomes effective on the first of the following month.

5.3. The Executive Board can exclude a full member if, despite two reminders, the member is more than six months in arrears with the payment of the membership fee. The obligation to pay the membership fees that have become due remains unaffected by the exclusion.

5.4. A sponsoring member can resign at any time with immediate effect by discontinuing the agreed special benefit or assistance.

5.5. The Executive Board can expel a member in writing for gross violation of membership obligations or for behavior that is harmful to the association. An appeal to the arbitral tribunal is permitted against the exclusion. The membership rights are suspended until the decision of the arbitral tribunal. The decision of the arbitral tribunal is final.

5.6. The withdrawal of honorary membership can result from the circumstances set out in paragraph 5.5. for the above reasons to be decided by the General Assembly. 

§ 6
Rights and Obligations of Members

6.1. The members are entitled to take part in all events of the association, to use the facilities as well as the advice and services of the association free of charge or at cost price. This does not apply to help from restorers in the event of a disaster.

6.2. The right to vote in the General Assembly and the right to vote are only available to ordinary members.

The passive right to vote for election as a board member is also available to persons who are not members of the association.

6.3. The members are obliged to promote the interests of the association to the best of their ability and to refrain from doing anything that could damage the reputation and purpose of the association. They have to observe the association's statutes and the resolutions of the association's bodies.

6.4. Ordinary members are obliged to pay membership fees, the amount of which is decided by the General Assembly. The membership fee for the current year must be paid by the end of the year at the latest.

6.5. If members of the association provide services for the association that go beyond their obligations as members of the association, they can be remunerated separately within the framework of service or work contracts.

§ 7
association bodies

organs of the association
a. the general assembly,
b. the board,
c. the auditors,
i.e. the arbitral tribunal.

§ 8th
The General Assembly

8.1. The Ordinary General Assembly takes place at least once every three years.

8.2. An extraordinary general assembly takes place within four weeks by decision of the board of directors, the ordinary general assembly or a justified written request by at least one tenth of the members entitled to vote or at the request of the auditors.

8.3. All members are to be informed in writing, by letter, fax or e-mail (to the address, fax number or e-mail address provided by the member to the association) at least two weeks before the date of the ordinary as well as the extraordinary general assemblies. to invite The General Assembly must be called, stating the agenda. The meeting is convened by the board of directors or the auditors.

8.4. Applications for the General Assembly must be submitted in writing to the Board of Directors at least three days before the date of the General Assembly, by letter (the arrival of the postal item does not count, not the postmark), fax or e-mail.

8.5. Valid resolutions - with the exception of those relating to a request to convene an extraordinary general assembly - can only be passed on the agenda.

8.6. All members are entitled to participate in the General Assembly. Only ordinary members are entitled to vote. Each member has one vote. The transfer of voting rights to another member by means of a written authorization is permitted.

8.7. The General Assembly has a quorum if half of all voting members or their representatives are present. If the General Assembly does not have a quorum at the set hour, the General Assembly will take place thirty minutes later with the same agenda and will have a quorum regardless of the number of those present. Voting takes place by raising the voting card, unless a secret written vote is decided upon with a simple majority.

8.8. The elections and the resolutions in the General Assembly are usually carried out with a simple majority of the valid votes cast. However, resolutions to change the association's statutes or to dissolve the association require a qualified majority of two-thirds of the valid votes cast.

8.9. The general meeting is chaired by the chairman (see § 10), in his/her absence the oldest vice chairman present. Even if all Vice-Chairmen and Vice-Chairwomen are unable to attend, the oldest member of the Board present in years shall preside.

§ 9
Tasks of the General Assembly

The following tasks are reserved for the General Assembly:

9.1. Receipt and approval of the board's report on the activities and financial management of the association.

9.2. Receipt and approval of the annual accounts of the association prepared by the board, including the audit report of the auditors.

9.3. Discharge of the board of directors.

9.4. Election, appointment and dismissal of the members of the Board of Directors, the auditors and the controlling body.

9.5. Resolution on the exclusion of a member from the association.

9.6. Granting and revoking honorary membership.

9.7. Resolution on changes to the statutes and the voluntary dissolution of the association.

9.8. Decision on the establishment of branch associations

9.9. Advice and decision-making on other issues on the agenda.

9.10. Determination of types and amount of membership fees on the proposal of the board.

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§ 10
The board

10.1. The board of directors consists of at least three members: the chairman, the secretary and the cashier. Any deputies and another member without a specific area of responsibility may also belong to it. The Board of Directors has the right to co-opt up to two members because of their extraordinary skills, which are useful for the Board of Directors and the Association to achieve the Association's purpose. These members are co-opted for one year and have voting rights. The chairman should have a restoration education.

10.2. If an elected member resigns, the Executive Board has the right to co-opt another member in his place, for which subsequent approval must be obtained at the next General Assembly.

If the board of directors fails at all or for an unforeseeably long time without self-supplement through cooptation, each auditor is obliged to immediately convene an extraordinary general assembly for the purpose of electing a new board of directors.

10.3. The term of office of the Management Board is three years. In any case, it lasts until a new board of directors is elected. Resigned board members can be re-elected.

10.4. The board of directors is convened in writing or orally by the chairman or, if he/she is unable to do so, by one of his/her deputies. If these are also prevented for an unforeseeably long period of time, any other board member can convene the board.

10.5. The Board of Directors has a quorum if all of its members have been invited and at least half of them are present.

10.6. The Executive Board takes its decisions with a simple majority of votes; in the event of a tie, the vote of the chairperson is decisive.

10.7. The chairman shall chair the meeting, or if he/she is unable to do so, one of his/her deputies. If he/she is also unable to attend, the chairmanship is incumbent on the oldest member of the Board present.

10.8. Urgent board resolutions in individual matters can be made in the form of a written circular resolution.

10.9. Apart from death and expiry of the term of office, the function of a board member expires through dismissal   and resignation.

10.10. The General Assembly can dismiss the entire Board or individual members at any time. The dismissal comes into effect with the appointment of the new board or board member.

10.11. The board members can declare their resignation in writing at any time. The declaration of resignation is to be addressed to the board of directors, in the case of the resignation of the entire board of directors to the general assembly. The resignation only becomes effective when a successor is elected or co-opted.

§ 11
Tasks of the Board of Directors

The Board of Directors is responsible for the management of the association. It is responsible for all tasks that are not assigned to another body of the association by the statutes.

The following matters in particular fall within his sphere of activity:

11.1. Management of the business and representation of the association;

11.2. Implementation of the resolutions of the General Assembly;

11.3. issuing rules of procedure;

11.4. Admission and exclusion of members;

11.5. Convening the general assembly and presenting the annual report, the accounts and the annual budget;

11.6. preparation of the general assembly;

11.7. management of the association's assets;

11.8. Conclusion of service and rental contracts as well as other long-term obligations and work contracts; incurring borrowings;

11.9. Admission and dismissal of employees of the association. The resolutions of the board of directors are recorded by the secretary and countersigned by the chairman. The minutes of the resolutions are to be sent to all board members.

§ 12
Special obligations of individual board members

12.1. The association is represented in all legal transactions as well as in dealings with authorities and courts by the chairman and, if he/she is unable to do so, by his/her deputy.

The chairman represents the association externally.

12.2. The chairperson chairs the General Assembly and the Board of Directors.

12.3. The secretary has to support the chairman in managing the association's business.

12.4. The cashier is responsible for the proper financial management of the association.

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§ 13
The auditors

13.1. Two auditors are elected by the General Assembly for a period of three years. Re-election is possible. Instead of two auditors, only one auditor can be appointed.

If an appointment is necessary before the next General Assembly, the Board of Directors must select and appoint the auditors. Auditors do not have to be natural persons or members of the association. However, they must be independent and impartial and may not also be members of the board of directors.

13.2. For the rest, the provisions on the appointment, deselection and resignation of the board of directors apply to the auditors in accordance with 13.3. In particular, the auditors are responsible for:

a) the examination of the financial management of the association with regard to the correctness of the accounting and the statutory use of the funds for each financial year as well as the preparation of an audit report within 4 months of the preparation of the income and expenditure account by the board;

b) the immediate transmission of the audit report to the Executive Board and participation in the Executive Board's report to the General Assembly.

13.4. If an auditor resigns during the current period of office, the Executive Board is entitled to appoint a new auditor if no ordinary General Assembly takes place before the audit of the financial statements. The appointment of this auditor by the Executive Board requires the approval of the next ordinary General Assembly.

13.5. The auditors must also observe all the provisions of the 2002 Associations Act that apply to them.

§ 14
The arbitral tribunal

14.1. The arbitral tribunal decides in all disputes arising from the association relationship.

14.2. The arbitral tribunal consists of three full members of the association. It is formed in such a way that each party to the dispute nominates a member to be the arbitrator within seven days. They elect a third full member to be the chairperson of the arbitral tribunal. With equality of votes among those proposed lots.

14.3. The arbitral tribunal makes its decision with a simple majority of votes when all of its members are present. It makes final decisions within the association.

§ 15
board of trustees

15.1. A board of trustees is available to the board of directors for advice on scientific and economic questions.

15.2. Members of the Board of Trustees are accepted by simple decision of the Executive Board. Membership in the board of trustees is not linked to membership in the association.

15.3. Meetings of the board of trustees take place as required and are convened by the chairman.

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§ 17
dissolution of the association

17.1. The voluntary dissolution of the association can only be decided in a general assembly and only with a two-thirds majority of the valid votes cast.

17.2. This general meeting also has to decide - if the association's assets are available - about the settlement. In particular, it has to appoint a liquidator and to make a decision as to who is to transfer the remaining association assets after covering the liabilities.

17.3. In the event of dissolution, annulment or the loss of the beneficiary purpose of the association, the association's assets may not benefit the association members in any form whatsoever, but are exclusively and entirely for charitable purposes within the meaning of § 4a Para. 4 Z 3 EStG use.

 

Langenlois, on July 16, 2020