World Organization for Music and Arts Education
Articles of the Association
§ 1: Name, Location and Field of Activities
(1) The name of the association is: World Organization for Music and Arts Education (in German: Internationaler Verein zur Förderung der Musik- und Kunstausbildung).
(2) It has its location in: Donau City Strasse 12, Stiege 2, Top 079, A-1220 Vienna.
(3) The Association operates worldwide and the establishment of branches is not intended.
§ 2: Purpose
The association, whose activity is not aimed at profit, aims to promote intensive exchange in the education of people in the fields of music and other arts, thereby supporting the young generation, the meeting of different cultures and disciplines. More understanding and cultural knowledge should be developed and mutual learning from and with each other should contribute to the development of talents. The association especially promotes musical and artistic education.
§ 3 Means to achieve the purpose of the association
(1) The purpose of the Association shall be achieved by the non-material (idealistic) and material means specified in paragraphs 2 and 3.
(2) As idealistic means serve
a) concerts
b) art exhibitions
c) forums
d) Seminars
e) Intercultural evenings
f) All kinds of events in the field of art, culture and film.
(3) The necessary material means shall be raised through
a) membership fees and membership dues
b) Sponsors
c) donations
§ 4: Types of membership
(1) The members of the Association are divided into full members, associate members and honorary members.
(2) Full members are those who participate fully or partially in the work of the Association. Associate members are those who support the activities of the Association primarily by paying an increased membership fee. Honorary members are persons who are appointed by the Association on the basis of their special abilities or merits in the social and professional field. Honorary members have no obligations in relation to the organization and administration of the Association and may, among other things, represent the Association externally.
§ 5: Becoming a member
(1) All physical persons as well as legal entities with legal capacity (corporations and partnerships) may become members of the Association.
(2) The Executive Board shall decide on the admission of full members, associate members and honorary members. The admission can be refused without giving reasons.
(3) Until the formation of the Association, the provisional admission of full members and associate members shall be made by the founders of the Association, or in the case of an already appointed Executive Board, by the latter. This membership shall only become effective upon the formation of the Association. If the Executive Board is not appointed until the formation of the Association, the (definitive) admission of full members and associate members shall also be effected by the founders of the Association.
(4) Appointment as an honorary member shall be made by the Board itself upon application by a member of the Board.
§ 6: Termination of membership
(1) Membership shall be terminated by death, in the case of legal entities with legal capacity by loss of legal personality, by voluntary resignation and by exclusion.
(2) Resignation can only take place on the 1st of each month. It must be communicated to the Executive Board at least one month in advance in writing or electronically by e-mail. If the member does not receive an electronic confirmation of the resignation in the following, he/she must send the resignation again in writing by registered mail to the board. If the notice is given late, it shall not be effective until the next resignation date. The date of posting or the date on the confirmation email shall be decisive for the timeliness.
(3) The Board of Directors may expel a member if he or she is more than six months in arrears with the payment of membership fees despite two written or electronic reminders setting a reasonable grace period. The obligation to pay the membership fees that have fallen due remains unaffected by this.
(4) The exclusion of a member from the Association may also be ordered by the Executive Board for gross violation of other membership obligations and for dishonorable conduct.
(5) The deprivation of honorary membership may be decided by the General Assembly or the Executive Board, upon application of the Executive Board, for the reasons stated in paragraph 4.
§ 7: Rights and duties of members
(1) Members are entitled to participate in all events of the Association and to use the facilities of the Association. The right to vote in the General Assembly as well as the active and passive right to vote are only available to full members.
(2) Every member is entitled to demand that the Executive Board hand over the statutes of the Association.
(3) At least one tenth of the members may request the Executive Board to convene a General Assembly.
(4) At each General Assembly, the members shall be informed by the Executive Board about the activities and financial management of the Association. If at least one tenth of the members so request, stating their reasons, the Board shall also otherwise provide such information to the members concerned within four weeks.
(5) The members shall be informed by the Executive Board about the audited financial statements (rendering of accounts). If this is done in the General Assembly, the auditors are to be involved.
(6) 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 shall observe the statutes of the Association and the resolutions of the organs of the Association. Full members and associate members are obliged to pay the membership fee and membership dues on time in the amount decided by the General Assembly.
(7) Honorary members shall promote the public awareness and reputation of the Association to the best of their ability. The activities of honorary members have a representative character. Honorary members have no obligations in relation to the organization and administration of the Association, they are also exempt from paying an accession fee and membership fees.
(8) The members of the Board have the right to reduce the joining fee and membership fees for a particular member, or to waive them entirely.
§ 8: Organs of the Association
§ 9: General Assembly
The organs of the Association are the General Assembly (§§ 9 and 10), the Board (§§ 11 to 13), the Auditors (§ 14) and the Court of Arbitration (§ 15).
(1) The General Assembly is the "General Meeting of Members" in the sense of the Association Act 2002. An ordinary General Assembly shall be held once a year.
(2) An extraordinary general meeting shall be held at
a. Resolution of the Executive Board or the ordinary General Assembly,
b. written request of at least one tenth of the members,
c. Request of the auditors (§ 21 para. 5 first sentence VereinsG),
d. Resolution of the auditor(s) (§ 21 para. 5 second sentence VereinsG, § 11 para. 2 third sentence of these statutes),
e. Resolution of a court-appointed curator (§ 11 para. 2 last sentence of these Statutes) within four weeks.
(3) All members must be invited in writing or by email (to the email address provided by the member to the Association) to both the ordinary and the extraordinary General Assemblies at least two weeks before the date. The convocation of the General Assembly has to take place under indication of the agenda. The convocation shall be made by the 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).
(4) Motions for the General Assembly must be submitted to the Board in writing or by email at least three days before the date of the General Assembly.
(5) Valid resolutions - with the exception of those concerning a motion to convene an extraordinary General Assembly - may only be passed on the agenda.
(6) All members are entitled to participate in the General Assembly. Only full members are entitled to vote. Each member shall have one vote. The transfer of voting rights to another member by means of a written proxy is permissible.
(7) The General Assembly shall constitute a quorum regardless of the number of members present.
(8) Elections and resolutions in the General Assembly shall generally be passed by a simple majority of the valid votes cast. However, resolutions to amend the statutes of the Association or to dissolve the Association shall require a qualified majority of two thirds of the valid votes cast.
(9) The General Assembly shall be chaired by the Chairman/Chairwoman or, if he/she is prevented from doing so, by his/her deputy. If the deputy is also prevented, the oldest member of the Board present shall chair the meeting.
§ 10: Tasks of the General Assembly
The following tasks are reserved for the General Assembly:
a) Adoption of resolutions on the budget;
b) Receipt and approval of the statement of accounts and the financial statement with the involvement of the auditors;
c) Election and dismissal of the members of the Board and the Auditors;
d) Approval of legal transactions between the auditors and the Association;
e) Discharge of the Board of Directors;
f) Determination of the amount of the membership fee and the membership dues for full and associate members;
g) Passing resolutions on amendments to the Articles of Association and the voluntary dissolution of the Association;
h) Discussion and passing of resolutions on other matters on the agenda.
§ 11: Executive Board
(1) The Executive Board consists of the Chairman and Deputy Chairman, the Secretary and Deputy Secretary, and the Treasurer and Deputy Treasurer. The board can be extended by additional members.
(2) The Executive Board shall be elected by the General Assembly. In the event of the resignation of an elected member, the Board of Directors shall have the right to co-opt another eligible member in his place. If the Board of Directors fails to act at all or for an unforeseeably long period of time without supplementing itself by co-optation, each Auditor shall be obliged to immediately convene an extraordinary General Assembly for the purpose of electing a new Board of Directors. Should the auditors also be unable to act, each full member who recognizes the emergency situation has immediately to apply to the competent court for the appointment of a curator, who has immediately to convene an extraordinary General Assembly.
(3) The duration of the Executive Board is 3 years; Re-election is possible. Each function in the Executive Board is to be exercised personally.
(4) The Executive Board shall be convened in writing or orally by the Chairman or, if he/she is prevented from doing so, by his/her deputy. If this person is also prevented for an unforeseeably long period of time, any other member of the Board may convene the Board.
(5) The Executive Board shall constitute a quorum if all its members have been invited and at least half of them are present.
(6) The Executive Board shall pass its resolutions by a simple majority of votes; in the event of a tie, the Chairperson shall have the casting vote.
(7) The chair shall be taken by the chairman or, if he is unable to do so, by his deputy. If the deputy is also prevented, the chair shall be taken by the oldest member of the Executive Board present or by a member of the Executive Board appointed by a majority of the other members of the Executive Board.
(8) Apart from death and expiry of the term of office (para. 3), the function of a member of the Executive Board shall expire by removal (para. 9) and resignation (para. 10).
(9) The General Assembly may dismiss the entire Executive Board or individual members thereof at any time. The dismissal shall take effect upon appointment of the new Executive Board or Executive Board member.
(10) The members of the Executive Board may resign at any time in writing or electronically by email. The declaration of resignation shall be addressed to the Executive Board, or in the event of the resignation of the entire Executive Board, to the General Assembly.
§ 12: Tasks of the Executive Board
The Executive Board is responsible for the management of the Association. It is the "governing body" in the sense of the Association Act 2002. It is responsible for all tasks that are not assigned to another body of the Association by the Articles of Association. The following matters in particular fall within its scope of action:
(1) Establishment of an accounting system in accordance with the requirements of the Association with ongoing recording of income/expenditure and maintenance of a list of assets as a minimum requirement;
(2) Preparation of the annual budget, the statement of accounts and the financial statement;
(3) Preparation and convening of the General Assembly in the cases of § 9 para. 1 and para. 2 lit. a - c of these Statutes;
(4) Informing the members of the Association about the activities of the Association, the management of the Association and the audited financial statements;
(5) Management of the Association's assets;
(6) Admission and exclusion of full and associate members of the Association, as well as honorary members;
(7) Admission and termination of employees of the Association.
§ 13: Special obligations of individual Board Members
(1) The Chairman/Chairwoman manages the daily business of the Association. The Secretary supports the Chairman/Chairwoman in the management of the Association's business.
(2) The Chairman/Chairwoman represents the Association externally. Written documents of the Association require the signatures of the Chairman/Chairwoman and the Secretary in order to be valid, and of the Chairman/Chairwoman and the Treasurer in financial matters (disposition of assets). Legal transactions between the Board members and the Association require the consent of another member of the Board.
(3) Legal authorizations to represent the Association externally or to sign on its behalf may only be granted by the members of the Executive Board referred to in paragraph 2.
(4) In case of danger caused by possible delay, the Chairman/Chairwoman shall be entitled to issue orders independently under his/her own responsibility, even in matters that fall within the sphere of action of the General Assembly or the Executive Board; however, in the internal relationship, these shall require the subsequent approval of the competent body of the Association.
(5) The chairman/chairwoman shall chair the General Assembly and the Board.
(6) The Secretary shall keep the minutes of the General Assembly and the Board.
(7) The Treasurer is responsible for the proper financial management of the Association.
(8) In case of being prevented, the chairman/woman, the secretary or the treasurer shall be replaced by their deputies.
§ 14: Auditor
(1) Two auditors are elected by the General Assembly for a period of 3 years. Re-election is possible. The auditors may not belong to any body - with the exception of the General Assembly - whose activities are the subject of the audit.
(2) The Auditors shall be responsible for the ongoing control of the business and the financial management of the Association with regard to the correctness of the accounting and the use of the funds in accordance with the Articles. The Executive Board shall submit the necessary documents to the Auditors and provide them with the required information. The auditors shall report to the Executive Board on the results of the audit.
(3) Legal transactions between auditors and the Association require the approval of the General Assembly. In all other respects, the provisions of § 11 (8) to (10) shall apply mutatis mutandis to the auditors.
§ 15: Arbitration
(1) The internal arbitration court is appointed 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 court pursuant to §§ 577 ff ZPO.
(2) The internal arbitration court shall be composed of three full members of the Association. It shall be formed in such a way that one party to the dispute nominates a member as arbitrator in writing to the Executive Board. Upon request by the Executive Board within seven days, the other party to the dispute shall nominate a member of the arbitral tribunal within 14 days. After notification by the Executive Board within seven days, the arbitrators nominated shall elect a third full member as chairman of the arbitral tribunal within a further 14 days. In the event of a tie, the nominees shall be decided by lot. The members of the arbitral tribunal may not belong to any body - with the exception of the General Assembly - whose activities are the subject of the dispute.
(3) The internal arbitration court shall reach its decision by a simple majority of votes after hearing both sides in the presence of all its members. It shall decide to the best of its knowledge and belief. Its decisions are final within the Association.
§ 16: Voluntary dissolution of the association
(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.
(2) This General Assembly shall also decide on the liquidation of the Association, provided that assets of the Association are available. In particular, it shall appoint a liquidator and decide to whom the liquidator shall transfer the assets of the Association remaining after the liabilities have been covered. These assets shall, insofar as this is possible and permitted, go to an organization which pursues the same or similar purposes as this Association, otherwise to social welfare purposes.