Statutes

Articles of Association pursuant to the Austrian Associations Act

PREAMBLE:

It is the intention of the founding members (proponents) of this association that it shall serve at least as a cooperation platform for national and international universities, enterprises and other organisations, and that it shall be shaped and utilised by these entities, or may be utilised by them, in order to address the subject area in its entirety and complexity, as set out in § 2.

Furthermore, the association intends to bring together professionals/experts active in this field as well as national and international organisations (profit and non-profit organisations) in order to initiate, organise, develop, operate and represent education, research & development and operational application (operations) in the relevant subject area jointly with the association's members.

§ 1: Name, Registered Office and Scope of Activities

The association bears the name "Zentrum für Risiko- und Krisenmanagement (ZRK)". The English equivalent is "Center for Risk- and Crises Management, (CRC)".
It has its registered office in Vienna and extends its activities throughout Austria and worldwide.
The establishment of branch associations is permitted.
The association is entitled to hold participations in corporations.

§ 2: Purpose

The association is not oriented towards profit. Its purpose is to promote the subject area of risk, security and crisis management from an interdisciplinary perspective for science, business, education and research.

The purposes of ZRK include in particular:

Promotion of risk, security and crisis management (nationally & internationally) and exerting influence on the consistent application of the recognised state of science and technology;
Promotion of interdisciplinary research and development in the field of risk, security and crisis management;
Promotion of professional education and further training in accordance with the state of the art in the above-mentioned subject area;
Promotion and support of broad public relations work to communicate findings and experiences in risk, security and crisis management (nationally & internationally);
Promotion of substantive, scientific cooperation between the CRC, the University of Natural Resources and Life Sciences, Vienna, and other Austrian and international universities;
Promotion and/or initiation of a security policy think tank addressing the complexity and interrelationships between Societal Security - Economical Security - Environmental Security - Political Security - Public Security and Cyber Security;
Promotion and/or initiation of security policy consultancy;
Promotion and/or initiation of a risk and security CLUSTER for business and science in Austria and the European Union for the development of corresponding consumer and capital goods that correspond to the area of responsibility of this association, in the narrower and broader sense.

§ 3: Means for Achieving the Association's Purpose

The purpose of the association shall be achieved through the activities and financial means specified in paragraphs 2 and 3.
The activities envisaged for realising the purpose of the association are:
1. Representation of common scientific, economic, technical, social and legal interests in risk, security and crisis management for organisations (nationally & internationally);
2. Creation of all instruments and organisations necessary for achieving or implementing the association's objectives, such as funds, foundations, spin-offs, crowdfunding, etc., as well as the establishment of and participation in corporations and the establishment of and participation in other possible non-profit associations;
3. Lecture and discussion events;
4. Organisation of workshops and symposia;
5. Publication of materials;
6. Establishment of a website and other electronic media;
7. Preparation of and participation in the issuance of guidelines, regulatory frameworks and standards;
8. Initiation and/or implementation of certification in the relevant subject area;
9. Organisation of events of any kind that promote the subject nationally and internationally;
10. Development and implementation of interdisciplinary research and development in the field of risk, security and crisis management;
11. Development and operation of university education and continuing education programmes as well as regular degree programmes (publicly funded, commercially funded and privately funded programmes) in cooperation with national and international higher education institutions;
12. Operation and support of professional education and continuing education in accordance with the state of the art in the relevant subject area;
13. Provision of paid and unpaid information and advice on general, scientific, economic, technical, legal and organisational matters relating to risk, security and crisis management for organisational development, leadership and governance (nationally & internationally);
14. Initiation and implementation of research projects and education/continuing education projects with, for and without association members;
15. Establishment of a cooperation centre for civil-military cooperation for emergencies (CIMIC, etc.) and integrated risk and security management;
16. Cooperation with public and private law entities, such as cities and municipalities, associations, companies, universities, emergency response organisations, scientific and technical institutions and individuals who are active in the field of risk, security and crisis management (nationally & internationally) and related specialist fields or who are interested in specialist questions;
17. Cooperation and exchange of ideas with related associations, institutions and networks at home and abroad to promote the specialist field, particularly at the level of the European Union or United Nations or similar internationally recognised organisations;

The necessary financial means shall be raised through:
1. Admission fees and membership subscriptions;
2. Donations, bequests, sponsorship and other contributions;
3. Proceeds from the association's own events and activities;
4. Proceeds from events and activities with other organisations, members and non-members of this association;
5. Sale of the association's own publications;
6. Proceeds from project work, education and continuing education projects/products;
7. Subsidies and grants;
8. Contract research;
9. Proceeds from expert opinions and consultancy;
10. Asset management (interest income and other income from capital assets);
11. Advertising revenue;
12. Participation income from corporations;
13. Granting of licences.

§ 4: Types of Membership

The members of the association are divided into founding members, ordinary members, extraordinary members, and honorary members.
1. Founding members (proponents) are those natural and legal persons who founded the association. All founding members are also, in principle, ordinary members.
2. Ordinary members are those who participate fully and actively in the work of the association. At the General Assembly, ordinary members have the right to attend and to vote.
3. Extraordinary members are those who support the association's activities primarily through payment of an increased membership fee set for them. At the General Assembly, extraordinary members have the right to attend but no voting rights.
4. Honorary members are persons who are appointed as such in recognition of special services to the association. At the General Assembly, honorary members have the right to attend and to vote.
The amount of the membership fee for a fee-paying member within the meaning of § 4, para. 1.b.) was determined at the first General Assembly and shall thereafter be determined annually by the Executive Board in consultation with the Chairperson of the Presidium.
The amount of the membership fee for a fee-paying member within the meaning of § 4, para. 1.c.) shall be determined annually by the Executive Board in consultation with the Chairperson of the Presidium.
In individual cases, upon a substantiated application by the member, the membership fee may be reduced by the Executive Board for the current financial year only:
1. this reduced membership fee shall not, however, fall below 50% of the established and valid membership fee.
2. in the following financial year, the valid membership fee as determined by the General Assembly shall again be payable.
The amount of the joining fee for ordinary and extraordinary members shall be determined annually by the Executive Board in consultation with the Chairperson of the Presidium.

§ 5: Acquisition of Membership

All natural persons as well as legal persons and partnerships with legal capacity may become members of the association, provided they have a technical, scientific, socio-economic, legal, or other interest in the promotion of risk, security, and crisis management (nationally & internationally).
The Executive Board shall decide on the admission of ordinary members. Admission may be refused without stating reasons. A simple majority of the Executive Board members present is required for admission. In the event of a tie, the vote of the Chairperson of the Executive Board shall be decisive.
The Executive Board shall decide on the admission of extraordinary members. Admission may be refused without stating reasons. A simple majority of the Executive Board members present is required for admission. In the event of a tie, the vote of the Chairperson of the Executive Board shall be decisive.
Appointment as an honorary member shall be made by the General Assembly upon application by the Executive Board and the Presidium. The application for appointment as an honorary member to the General Assembly requires unanimity of the Executive Board members present as well as the members of the Presidium. The General Assembly shall decide on the appointment as an honorary member by a three-quarters majority of the General Assembly members present. All decisions shall be made by secret ballot.
The natural and legal founding members shall be members of this association and members of the Presidium free of charge for the duration of their lifetime. Should a founding member hold a function other than that of member of the Presidium, the function as a voting member of the Presidium shall be suspended.

§ 6: Termination of Membership

Membership shall terminate upon death, voluntary resignation, and exclusion, and in the case of legal persons and partnerships with legal capacity, additionally upon loss of legal personality.
Founding members cannot, in principle, be excluded, unless they violate standards of decency and propriety. The revocation of founding membership may only be resolved by the General Assembly upon application by the Executive Board or the Presidium with a four-fifths majority of the voting members present.
Resignation may only take effect on 31 December of each year. It must be communicated to the Executive Board in writing at least 3 months in advance. If notification is made late, it shall only take effect on the next resignation date. The date of posting shall be decisive for timeliness. Posting must be made by REGISTERED MAIL.
The Executive Board may exclude a member if, despite two written reminders with a reasonable grace period of fourteen days, the member is more than six months in arrears with the payment of membership fees. The obligation to pay membership fees that have become due shall remain unaffected.
The exclusion of a member from the association may also be ordered by the Executive Board jointly with the Presidium for gross violation of other membership obligations and for dishonourable conduct. A simple majority of all Executive Board and Presidium members present is required for exclusion. In the event of a tie, the vote of the Chairperson of the Executive Board shall be decisive.
The revocation of honorary membership may be resolved by the General Assembly upon a substantiated application by the Executive Board or the Presidium with a two-thirds majority.

§ 7: Rights and Obligations of Members

Members are entitled to participate in all events organised by the Association, whether for a fee or free of charge, and to make use of the services and facilities of the Association. The terms and conditions for events requiring payment shall be determined individually by the Executive Board.
Voting rights at the General Assembly, as well as the right to stand for election and to vote in elections, are accorded to founding members, ordinary members and honorary members, but not to associate members. Members entitled to vote in this sense who are legal entities must notify the Association in writing of their legally defined governing body at least seven days prior to the General Assembly by submitting a commercial register extract, or must designate an authorised representative by notarial certification or equivalent, who shall be entitled to voting rights at the General Assembly as well as the right to stand for election and to vote in elections for the duration of the term of office of the Executive Board and the Presidium.
Members are obliged to promote the interests of the Association to the best of their abilities and to refrain from any conduct that could damage the reputation or purpose of the Association. They must observe the Association's statutes and the resolutions of the Association's governing bodies. All members obliged to pay membership fees (ordinary and associate members) are required to pay their membership fees punctually in the amount determined.
Every member is entitled to request a copy of the statutes from the Executive Board.
At every General Assembly, members must be informed by the Executive Board about the activities and financial management of the Association. If at least one tenth of the members entitled to vote so request, stating reasons, the Executive Board must also provide such information to the members concerned within four weeks.
Members must be informed by the Executive Board about the audited annual accounts (financial statements). If this takes place at the General Assembly, the auditors must be involved.
Members of the Association have no entitlement to a share of the Association's assets.

§ 8: Governing Bodies of the Association

The governing bodies of the Association are the General Assembly (§§ 9 and 10), the Executive Board (§§ 11 to 13), the Auditors (§ 14), the Arbitration Tribunal (§ 15) and the Presidium (§ 16).

All members of the Association's governing bodies must be members entitled to vote.

§ 9: General Assembly

The General Assembly is the "members' meeting" within the meaning of the Associations Act 2002. An ordinary General Assembly shall be held annually.
An extraordinary General Assembly shall be held
1. by resolution of the Executive Board or the ordinary General Assembly,
2. upon written request of at least one tenth of the members entitled to vote,
3. at the request of the Auditors (§ 21 para. 5, first sentence of the Associations Act),
4. by resolution of the Auditor(s) (§ 21 para. 5, second sentence of the Associations Act),
5. by resolution of a court-appointed curator (§ 11 para. 2, last sentence of these statutes)

within four (4) weeks.

All members must be invited to both ordinary and extraordinary General Assemblies at least two weeks prior to the date in writing by post or by email (to the email address most recently notified to the Association by the member). The convening of the General Assembly must include the agenda. Convening shall be carried out by the Executive Board (para. 1 and para. 2 lit. a-c), by the Auditor(s) (para. 2 lit. d) or by a court-appointed curator (para. 2 lit. e).
Motions for the General Assembly must be submitted to the Executive Board in writing, by fax or by email at least seven days prior to the date of the General Assembly.
Valid resolutions - except those concerning a motion to convene an extraordinary General Assembly - may only be passed on matters included in the agenda.
All members are entitled to attend the General Assembly. Only founding members, ordinary members and honorary members are entitled to vote. Each member has one vote. The transfer of voting rights to another member entitled to vote by means of written authorisation is permissible. For the transfer of voting rights of legal entities, see § 7, para. 2.
The General Assembly has a quorum regardless of the number of members present.
Elections and resolutions at the General Assembly are generally passed by a simple majority of valid votes cast. However, resolutions to amend the statutes of the Association or to dissolve the Association require a qualified majority of 2/3 (two-thirds majority) of valid votes cast.
Voting at the General Assembly is generally conducted by show of hands. A secret ballot shall only be held upon express resolution of the Executive Board or upon motion of an ordinary member, founding member or honorary member at the General Assembly, if a simple majority of the voting members present approves this motion or if the statutes so provide.
The General Assembly shall be chaired by the Chairperson of the Executive Board, or in their absence by the Finance Director. If the Finance Director is also unavailable, another member of the Executive Board shall chair the meeting.

§ 10: Duties of the General Assembly

The following duties are reserved for the General Assembly:

Receipt and approval of the accountability report and the financial statements with the involvement of the auditors;
Adoption of resolutions on the budget;
Election and removal of members of the Executive Board and the auditors;
Approval of legal transactions between auditors of the Association and the Association;
Discharge of the Executive Board;
Conferral and revocation of honorary membership;
Adoption of resolutions on amendments to the statutes and the voluntary dissolution of the Association;
Deliberation and adoption of resolutions on other matters on the agenda;
Election of the Presidium members to be elected pursuant to §16 para. 6 lit. b.

§ 11: Executive Board

The Executive Board shall consist of at least the Chairperson and the Finance Director.
The Executive Board shall be elected by the General Assembly. Executive Board members must be suitable for the exercise of their function. The Executive Board shall have the right to co-opt a maximum of two additional eligible members, for which subsequent approval must be obtained at the next General Assembly. Should the Executive Board cease to function entirely or for an unforeseeable period of time without self-replenishment through co-optation, each auditor shall be obliged to convene an extraordinary General Assembly without delay for the purpose of electing a new Executive Board. Should the auditors also be incapacitated, any ordinary member or founding member who recognises the emergency situation must immediately apply to the competent court for the appointment of a curator, who shall convene an extraordinary General Assembly without delay.
The term of office of the Executive Board shall be three years. Re-election is permissible.
The Executive Board shall be convened by the Chairperson of the Executive Board, or in their absence by the Finance Director, in writing or orally. Should the latter also be unavailable for an unforeseeable period of time, any other Executive Board member may convene the Executive Board.
The Executive Board shall have a quorum when all its members have been invited and at least 2 members are present.
The Executive Board shall adopt its resolutions by simple majority vote; in the event of a tie, the Chairperson shall have the casting vote.
The Chairperson of the Executive Board shall chair the meetings, or in their absence the Finance Director. Should the latter also be unavailable, the chair shall be assumed by the oldest Executive Board member present.
Apart from death and expiry of the term of office (para. 3), the function of an Executive Board member shall terminate through removal (para. 9) and resignation (para. 10).
The General Assembly may at any time, following a duly convened ordinary or extraordinary General Assembly, remove the entire Executive Board or individual members thereof. The removal shall take effect upon appointment of the new Executive Board or Executive Board member.
Executive Board members may declare their resignation in writing at any time. The declaration of resignation shall be addressed to the Executive Board, or in the case of resignation of the entire Executive Board, to the General Assembly. The resignation shall only take effect upon election or co-optation (para. 2) of a successor.
1. Only in special exceptional cases shall the resignation of individual Executive Board members take effect "as of the date of the declaration of resignation". Such exceptional cases shall be resolved by the Presidium, acting on behalf of the General Assembly, by simple majority.
2. The declaration of resignation must be submitted by post (by REGISTERED LETTER) to the registered office of the Association (in accordance with the current extract from the Register of Associations).

§ 12: Duties of the Executive Board

The Executive Board shall be responsible for the management of the Association. It is the "governing body" within the meaning of the Associations Act 2002. It shall be responsible for all duties not assigned to another organ of the Association by the statutes. Its sphere of responsibility shall include in particular the following matters:

Establishment of an accounting system appropriate to the requirements of the Association, with ongoing recording of income/expenditure and maintenance of an asset register as a minimum requirement;
Preparation of the annual budget as well as drafting of the accountability report and the financial statements (= financial reporting);
Preparation and convening of the General Assembly in all cases under § 9 para. 1 and para. 2 lit. a-c of these statutes;
Informing the members of the Association about the Association's activities, financial management and audited financial statements;
Administration of the Association's assets;
Admission and exclusion of ordinary and associate members;
Engagement and dismissal of employees of the Association.

§ 13: Special Duties of Individual Executive Board Members

The Chairman of the Executive Board (Chairman of the Association) conducts the day-to-day business of the Association. The Finance Director supports the Chairman in conducting the Association's affairs.
The Chairman of the Executive Board represents the Association externally. Written documents issued by the Association require the signatures of both the Chairman of the Executive Board and the Finance Director to be valid. Legal transactions between Executive Board members and the Association require the approval of the Presidium, represented by the Chairman of the Presidium or their deputy.
Powers of attorney under civil law to represent the Association externally or to sign on its behalf may only be granted by the Executive Board members specified in paragraph 2.
In cases of imminent danger and when a second Executive Board member is unavailable or cannot be reached, the Chairman of the Executive Board is authorised to issue directives independently and under their own responsibility, even in matters falling within the remit of the General Assembly or the Executive Board; however, internally, such directives require subsequent approval by the competent body of the Association.
The Chairman of the Executive Board chairs the General Assembly and the Executive Board.
The Finance Director keeps the minutes of the General Assembly and the Executive Board.
The Chairman of the Executive Board and the Finance Director are responsible for the proper financial management of the Association.

§ 14: Auditors

Two auditors are elected by the General Assembly for a term of three years. Re-election is permissible. The auditors may not be members of any body-with the exception of the General Assembly-whose activities are subject to audit.
The auditors are responsible for ongoing operational oversight and for auditing the Association's financial management with regard to the propriety of accounting and the use of funds in accordance with the statutes. The Executive Board shall provide the auditors with the necessary documents and information. The auditors shall report the results of their audit to the Executive Board.
Legal transactions between auditors and the Association require approval by the General Assembly.
In all other respects, the provisions of § 11 paragraphs 8 to 10 apply mutatis mutandis to the auditors.

§ 15: Arbitration Tribunal

The internal arbitration tribunal is called upon to settle all disputes arising from the association relationship. It is a "conciliation body" within the meaning of the Associations Act 2002 and not an arbitration tribunal pursuant to §§ 577ff of the Code of Civil Procedure.
The arbitration tribunal comprises three ordinary members of the Association. It is constituted as follows: one party to the dispute nominates a member as arbitrator to the Executive Board in writing. Upon request by the Executive Board within seven days, the other party to the dispute shall in turn nominate a member of the arbitration tribunal within 14 days. Following notification by the Executive Board within seven days, the nominated arbitrators shall elect a third ordinary member, preferably a member of the Presidium, as Chairman of the arbitration tribunal within a further 14 days. In the event of a tied vote, the decision among the nominees shall be made by lot. Members of the arbitration tribunal may not be members of any body-with the exception of the General Assembly-whose activities are the subject of the dispute.
Executive Board members are generally excluded from serving as arbitrators.
The arbitration tribunal reaches its decision after granting both parties a hearing and in the presence of all its members, by simple majority vote. It decides to the best of its knowledge and belief. Its decisions are final within the Association.

§ 16: Presidium

The Presidium is the internal representative body for all members of the Association vis-à-vis the Executive Board in an advisory and supporting capacity.
Rights explicitly granted to the Presidium are set out in §§ 1 to 17 of these Association statutes.
The Presidium comprises a maximum of 14 members.
The term of office is 3 years.
The Presidium members elect a Chairman and a Deputy by simple majority, who work together with the Executive Board. Executive Board members may not be elected as Chairman of the Presidium or as Deputy.
The Presidium members comprise:

a maximum of 7 founding members (provided the respective founding member requests this by written notice to the Executive Board),
a maximum of one elected representative from each of the three major internal Association groupings:

one member from academia (excluding the representative of the University of Natural Resources and Life Sciences, Vienna)
one member from business and industry
one other member (such as public-law bodies (municipalities, federal states, federal government) and other private-law bodies, emergency response organisations, national and international organisations, as well as other individuals interested in the Association's purpose, etc.)

the Executive Board members (maximum 4 persons).

Presidium meetings shall take place at least twice annually and as required. Meetings shall be convened by the Executive Board or a Presidium member.
The Presidium shall reach its decisions by simple majority vote when its members are present. In matters concerning the Executive Board or individual members of the Executive Board, the Executive Board members present must abstain from voting. The Presidium shall decide to the best of its knowledge and belief. Its decisions are final within the association, provided they do not concern matters reserved for the General Assembly.
The rights and duties of the Executive Board pursuant to the applicable Associations Act and the association's statutes in force at any given time cannot be overridden, extended, or reduced by the Presidium.
Presidium meetings shall be chaired by its Chairperson or Deputy Chairperson. The minutes shall be prepared by the Chairperson of the Presidium and, signed by the Chairperson and Deputy Chairperson, shall be transmitted to the Executive Board within 14 days.
With the exception of § 16 para. 2, the Presidium has no authority to issue directives to the Executive Board, no other rights pursuant to the Associations Act 2002, and no authority to represent the association externally.
Violations pursuant to § 16 para. (1), (2), (9), (11) shall give rise to at least personal liability and compensation claims by the association against individual Presidium members. With regard to any damages (tangible and intangible) to the association arising therefrom, the Executive Board and its individual members shall be held harmless and indemnified vis-à-vis the association's creditors.

§ 17: Dissolution of the Association

The voluntary dissolution of the association may only be resolved at a General Assembly convened for this purpose and only by a qualified majority of 2/3 (two-thirds majority) of the valid votes cast.
This General Assembly shall also - where association assets exist - resolve on the liquidation. In particular, it shall appoint a liquidator and pass a resolution on to whom the liquidator shall transfer the association's assets remaining after settlement of liabilities.
Upon dissolution of the association or upon cessation of the previously privileged association purpose, the remaining association assets shall pass to charitable Austrian organisations for use for charitable, benevolent, ecclesiastical, or other welfare purposes within the meaning of §§ 34 et seq. of the Federal Fiscal Code (BAO). Where possible and permitted, these assets should pass to institutions pursuing the same or similar purposes as this association.
Where this is not possible, the association's assets shall pass to the Austrian Academy of Sciences for the purpose of supporting innovative researchers of all ages in their scientific work and research at all Austrian accredited public and private, university and non-university research institutions.
The final Executive Board must notify the competent association authority in writing of the voluntary dissolution within 4 weeks of the resolution.
The same provisions shall apply in the event of official dissolution of the association, as well as in the event of cessation of the privileged purpose of the association or loss of charitable status.

Vienna, 02.12.2019