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TRANSLATION FROM GERMAN ORIGINAL

 

 

Rules of the Society

"European Society of Anti Aging Medicine"

 

 

Article 1: Name, Seat and Scope of Activities

 

(1)  The name of the Society shall be "European Society of Anti Aging Medicine".

(2)  The Society shall have its seat in Vienna, Austria, and its activities shall extend to the whole world.

(3)  The formation of branches is intended.

 

 

Article 2: Purpose

 

(1)  The Society, which is a non-profit organization, shall act as an umbrella organization of all national European anti-aging associations. Within the meaning of these Rules, the term "Europe" is used geographically and shall also include the successor states of the former USSR.

(2)  If there are several anti-aging associations within one country, in order to maintain the purpose of the Society, only one such association may act as the membership association as specified herein and, in turn, provide for the admission of its members to the Society (cf. Art. 5 para. 1 of these Rules). The respective anti-aging association which is to act as the membership association within the meaning of these Rules shall be selected by the founding parties prior to the establishment of the Society, after the election of an Executive Committee by such Executive Committee with a qualified majority of two thirds of the votes cast.

(3)  The aims to be promoted by the activities of the Society shall in particular be:

1.   to maintain and intensify contacts between, and cooperation among, the European anti-aging associations;

2.   to promote contacts with non-European anti-aging associations as well as to maintain and intensify contacts with WAAAM and other international medical societies;

3.   to safeguard the economic interests of its members, in particular to take steps (including legal steps) against unfair competition;

4.   to organize the annual European Anti-Aging Conference;

5.   to promote education in the field of anti-aging medicine in Europe so as to achieve a European-wide standard which ranks above average in an international comparison;

6.   to support research in the field of anti-aging medicine, to compile the findings gained in such research projects as well as to standardize and process them with the purpose of developing accepted methods of treatment;

7.   to support and promote research on the development of preventive measures against premature aging and similar diseases as well as to compile the findings gained in such research projects;

8.   to provide for, and check, the continuing education of its members and to recognize therapeutic methods. These tasks are carried out by ECARE, a suborganization of ESAAM;

9.   to maintain the status of ESAAM as part of WAAAM as well as to exchange data with other WAAAM members;

10.  to hold the ESAAM/ECARE examination and, consequently, to award the ESAAM diploma to ensure a Europe-wide uniform elevated standard of training of physicians practicing anti-aging medicine, and in this connection, to award a title to medical doctors that is recognized all over Europe to document their special training in the field of anti-aging medicine.

 

 

Article 2a: Titles

 

(1)  Titles may be used in the appropriate gender-specific form.

(2)  In international communications, the titles honorary president, president, vice president, treasurer, secretary general and member of the Board shall be used by the persons holding the respective positions.

 

 

Article 3: Means for Achieving the Purpose of the Society

 

(1)  The purpose of the Society shall be achieved through the activities and funds specified in Art. 3 paragraphs 2 and 3 of these Rules.

(2)  Such activities shall include seminars, educational events and conferences as well as the ESAAM examination and, consequently, the award of the ESAAM diploma as well as the exchange of data among the member associations of ESAAM and between the member states of ESAAM and those of WAAAM.

(3)  The required funds shall be raised by organizing national and international conferences (3% of the profits gained at such conferences shall go to ESAAM) as well as by financial contributions from extraordinary members, if any, and through donations.

 

 

Article 4: Types of Membership

 

(1)  Membership in the Society may take the form of full membership, extraordinary membership or honorary membership.

(2)  Full members are those who fully participate in the work of the Society. Extraordinary members are those who promote the activities of the Society mainly by making financial contributions. Honorary members are those who are appointed as such in recognition of outstanding services to the Society.

 

 

Article 5: Admission to Membership

 

(1)  Members of the national European anti-aging associations (provided that the term "Europe" shall have the meaning defined in Art. 2 para. 1 of these Rules) that have submitted an application for admission to the president of ESAAM and have been admitted by the Board in observance of the required majority of votes specified in Art. 11 para. 8 of these Rules and/or, prior to the formation of the Society or prior to the appointment of the Board, in observance of the proceedings specified in Art. 5 para. 4 of these Rules, shall be eligible for membership of the Society.

(2)  In recognition of his/her special services, an individual may also be appointed honorary member or honorary president of the Society.

(3)  The Board shall decide on the admission of full and extraordinary members by observing the required majority of votes specified in Art. 11 para. 8 of these Rules. Admission may be refused without explanation.

(4)  Until the formation of the Society, the full and extraordinary members shall be provisionally admitted by the founding parties or, in the event that a Board has already been set up, by such Board. Such membership shall only become effective upon the formation of the Society. If a Board is only appointed after the formation of the Society, full and extraordinary members shall also be finally admitted by the founding parties. Decisions on the admission of full and extraordinary members shall be taken by the founding parties by a qualified majority, by the Board in observance of the required majority of votes specified in Art. 11 para. 8 of these Rules.

(5)  The appointment of honorary members or of the honorary president shall be made by the General Assembly upon the request of the Board.

 

 

Article 6: Termination of Membership

 

(1)  Membership ends upon death, loss of legal personality, by voluntary resignation or by expulsion.

(2)  Members may resign only as of December 31 of each year. The member wishing to resign shall notify the Board of its intention in writing at least 6 months in advance. If the notification is not made within due time, it shall only become effective on the next date of resignation. The mailing date of the notice shall be decisive for determining whether such notification was timely made.

(3)  The expulsion of a member from the Society may be ordered by the Board because of a member's gross violation of its duties and because of dishonorable conduct. Such a decision may be appealed to the arbitral tribunal established in accordance with Art. 18 of these Rules.

(4)  Upon application of the Board, the General Assembly may deprive a member of its honorary membership or honorary presidency for the reasons specified in Art. 6 para. 3 of these Rules.

 

 

Article 7: Rights and Duties of the Members

 

(1)  The members are entitled to take part in all the events organized by the Society. Only full members shall have the voting right in the General Assembly and the right to vote in elections and stand for election. Full members shall exercise their rights through the delegates sent by them to the General Assembly (see Art. 9 para. 4 of these Rules).

(2)  Each member is entitled to request from the Board a copy of these Rules.

(3)  At the request of at least one tenth of the members, a General Assembly shall be convened by the Executive Committee.

(4)  In each General Assembly, the Executive Committee shall inform the members about the activities and the financial position of the Society. If so requested by least one tenth of the members by stating reasons therefor, the Executive Committee shall also furnish such information to the respective members within four weeks.

(5)  The Board shall inform the members of the audited annual financial statements (accounting). If such information is provided at the General Assembly, the auditors shall attend such meeting.

(6)  The members shall take efforts to promote the interests of the Society and shall refrain from any behavior that may be detrimental to the reputation and purpose of the Society. They shall observe the Rules of the Society and the resolutions adopted by its bodies.

 

 

Article 8: The Bodies of the Society

 

(1)  The bodies of the Society shall be

a.   the General Assembly (Articles 9 and 10 of these Rules)

b.   the Board (Articles 11 and 12 of these Rules)

c.   the Executive Committee (Articles 13 through 15 of these Rules)

d.   the Auditors (Art. 16 of these Rules)

e.   the Arbitral Tribunal (Art. 18 of these Rules).

 


 

Article 9: The General Assembly

 

(1)  The General Assembly is the "meeting of members" within the meaning of the (Austrian) "Vereinsgesetz 2002" (Associations Act 2002). Ordinary meetings of the General Assembly shall be convened every two years and shall take the form of a meeting of delegates as specified in sec. 5 para. 2 second sentence of the Associations Act 2002.

(2)  Extraordinary meetings of the General Assembly shall be held within eight weeks

a.   upon resolution of the Executive Committee or the ordinary General Assembly,

b.   upon the written request of at least one tenth of the members,

c.   upon the request of (one of) the auditor(s) (sec. 21 para. 5 first sentence of the Associations Act 2002),

d.   upon resolution of (one of) the auditor(s) (sec. 21 para. 5 second sentence of the Associations Act 2002, Art. 11 para. 2 third sentence and Art. 13 para. 2 third sentence of these Rules),

e.   upon resolution of a court-appointed curator ("Kurator") (Art. 11 para. 2 last sentence and Art. 13 para. 2 last sentence of these Rules).

(3)  All members shall be invited to the ordinary as well as to the extraordinary meetings of the General Assembly at least four weeks in advance in writing, by fax or e-mail (sent to the fax number or e-mail address notified to the Society by the member). The agenda must be specified in the invitation to the meeting. Meetings shall be convened by the Executive Committee (Art. 9 para. 1 and Art. 9 para. 2 sub-paragraphs a through c of these Rules), by (one of) the auditor(s) (Art. 9 para. 2 sub-para. d of these Rules) or by a court-appointed curator (Art. 9 para. 2 sub-para. d of these Rules).

(4)  The delegates to the General Assembly shall be elected within the scope of the individual European associations, with one delegate being elected for 100 ESAAM members. In any case, figures shall be rounded up.

(5)  Any motions to be dealt with in a meeting of the General Assembly shall be submitted to the Board in writing, by fax or e-mail at least one week before the date of the General Assembly.

(6)  Valid resolutions - with the exception of resolutions on motions to convene an extraordinary meeting of the General Assembly - may only be passed within the framework of the agenda.

(7)  All members – in the case of full members their delegates - are entitled to attend the General Assembly. Only the delegates of full members as well as the members of the Executive Committee are entitled to vote.

(8)  Full members shall exercise their voting right through their delegates. Each delegate shall have one vote. The voting right may be assigned to another delegate of the same national association by means of a written proxy. The voting right may, however, not be assigned to a delegate of another association.

(9)  The General Assembly shall have a quorum regardless of the number of delegates present.

(10) Elections in and resolutions by the General Assembly shall, as a rule, take place and be adopted by a simply majority of the valid votes cast. However, resolutions amending the Rules of the Society, dissolving the Society or dismissing the entire Board or the entire Executive Committee have to be adopted by a qualified majority of two thirds of the valid votes cast.

(11) The meetings of the General Assembly shall be chaired by the president, and in case of his/her being prevented, by the vice president. If he/she be prevented too, the oldest in age among all Board members present shall preside over the General Assembly.


 

Article 10: Tasks of the General Assembly

 

     The following tasks are reserved to the General Assembly:

 

1.   to decide on the budget;

2.   to accept and approve the annual report and the annual financial statements with the auditors attending the meeting;

3.   to accept the auditors' report in case of irregularities (sec. 21 para. 5 of the Associations Act 2002);

4.   to select the auditors and/or the auditor of annual financial statements (sec. 5 para. 5 of the Associations Act 2002);

5.   to elect and dismiss members of the Board, the Executive Committee and the auditors;

6.   to approve legal transactions between the auditors and the Society;

7.   to accept the Executive Committee's reports on the activities and the financial position of the Society (Sec. 20 paragraphs 1 and 3 of the Associations Act 2002);

8.   to release the Board and the Executive Committee from their responsibility for the past fiscal year;

9.   to pass resolutions on amendments of the Rules and the voluntary dissolution of the Society;

10.  to deliberate and decide on other items on the agenda;

11.  to confer and suspend honorary memberships and honorary presidencies.

 

 

Article 11: The Board

 

(1)  The Board shall consist of the following members:

 

a.   the honorary president (if elected)

b.   the president

c.   the vice president

d.   the secretary general

e.   the treasurer

f.   the presidents of the national anti-aging associations

 

(2)  The Board shall be elected by the General Assembly. Upon the death, resignation or expulsion of an elected member, the Board is entitled to coopt another eligible member, the approval for which action shall be obtained in the next meeting of the General Assembly. Should, without completion by cooptation, the Society have no Board for an unforeseeably long time or none at all, the Executive Committee is obligated promptly to convene an extraordinary meeting of the General Assembly to reelect a Board. In case the Executive Committee is unable to act as well, each auditor is obligated promptly to convene an extraordinary meeting of the General Assembly to reelect a Board. In case the auditors are unable to act as well, any member that realizes the emergency is obligated promptly to apply to the competent court for the appointment of a curator, which curator shall immediately have to convene an extraordinary meeting of the General Assembly.

(3)  The Board shall hold office for four years. Each position on the Board shall be exercised personally.

(4)  The meetings of the Board shall be called in writing by the president, or in case of his/her being prevented, by the vice president. Should the vice president also be prevented for an unforeseeably long time, any other member of the Board has the right to call a meeting of the Board.

(5)  Board meetings shall be called at least once a year.

(6)  The Board shall have a quorum if all of its members have been invited and at least half of them are present.

(7)  The Board shall adopt its resolutions by a simple majority of the valid votes cast; in case of a tie, the chairperson shall have the casting vote.

(8)  Resolutions on the admission of new members to the Society shall be taken by the Board by a two-thirds majority of the valid votes cast.

(9)  Meetings shall be chaired by the president or, in case of his/her being prevented, the vice president. Should he/she, too, be prevented, the chairpersonship shall be conferred to the oldest in age among all Board members present or to such Board member that is elected by the other members of the Board by a majority of the votes. If no majority is reached, the Board shall be convened again within four weeks with the same agenda.

(10) Apart from his/her death and the expiration of his/her term of office (Art. 11 para. 3 of these Rules), the period of office of a member of the Board shall end by dismissal (Art. 11 para. 11 of these Rules) or by resignation (Art. 11 para. 12 of these Rules).

(11) The General Assembly may at any time dismiss the whole Board or individual members of the Board. The dismissal shall enter into force with the appointment of a new Board or a new member of the Board.

(12) The members of the Board may at any time resign in writing, addressing the notification of their resignation to the Board, and in case the whole Board resigns, to the General Assembly. The resignation shall become effective only after election or cooptation (Art. 11 para. 2 of these Rules) of a successor.

(13) If the president of a national association also acts as a member of the Executive Committee, the national association is entitled to appoint another representative to the Board.

 

 

Article 12: The Tasks of the Board

 

     The Board shall have the following tasks:

1.   to appoint a supervisory body (sec. 5 para. 2 of the Associations Act 2002);

2.   to determine the number of staff employed by the Society (sec. 5 para. 4 of the Associations Act 2002);

3.   to employ and dismiss employees of the Society;

4.   to appoint the auditors and/or the auditor of annual financial statements (sec. 5 para. 5 of the Associations Act 2002);

5.   to prepare income and expense accounts with a statement of net assets as of the end of the fiscal year (sec. 21 para. 1 of the Associations Act 2002);

6.   to draw up the annual budget, the annual report and the annual financial statements;

7.   to accept the auditors' reports (sec. 21 para. 4 of the Associations Act 2002);

8.   to remove any deficiencies in the financial management identified by the auditors and to take measures to counter such identified risks (sec. 21 para. 4 of the Associations Act 2002);

9.   to inform members of the audited income and expense accounts (sec. 21 para. 4 of the Associations Act 2002);

10.  to hear the auditors when informing the members of the audited income and expense accounts if such information is provided at the General Assembly (sec. 21 para. 4 of the Associations Act 2002);

11.  to prepare annual financial statements as specified in sec. 22 para. 1 of the Associations Act 2002;

12.  to prepare extended annual financial statements as specified in sec. 22 para. 2 of the Associations Act 2002;

13.  to provide for an audit to be carried out by an auditor of annual financial statements as specified in sec. 22 para. 2 of the Associations Act 2002;

14.  to notify the authority responsible for associations of the voluntary dissolution and, if applicable, of the need for liquidation as well as the data of a liquidator, if appointed (sec. 28 para. 2 of the Associations Act 2002);

15.  if the Society is dissolved by the authorities, to make a notification as to the existence of any assets of the Society (sec. 29 para. 3 of the Associations Act 2002);

16.  to admit and expel full and extraordinary members of the Society.

 

 

Article 13: The Executive Committee

 

(1)  The Executive Committee shall consist of the following members:

 

a.   the honorary president (if elected)

b.   the president

c.   the vice president

d.   the secretary general

e.   the treasurer

 

(2)  The Executive Committee shall be elected by the General Assembly. Upon the death, resignation or expulsion of an elected member, the Executive Committee is entitled to coopt another eligible member, the approval for which action shall be obtained in the next meeting of the General Assembly. Should, without completion by cooptation, the Society have no Executive Committee for an unforeseeably long time or none at all, each auditor is obligated promptly to convene an extraordinary meeting of the General Assembly to reelect an Executive Committee. In case the auditors are unable to act as well, any full member that realizes the emergency is obligated promptly to apply to the competent court for the appointment of a curator, which curator shall have immediately to convene an extraordinary meeting of the General Assembly.

(3)  The Executive Committee shall hold office for four years. Each position on the Executive Committee shall be exercised personally.

(4)  The Executive Committee shall have a quorum if all of its members have been invited and at least half of them are present.

(5)  The Executive Committee shall adopt its resolutions by a simple majority of the votes; in case of a tie, the chairperson shall have the casting vote.

(6)  Meetings shall be chaired by the president or, in case of his/her being prevented, the vice president. Should he/she, too, be prevented, the chairpersonship shall be conferred to the oldest in age among all members of the Executive Committee present or to such member of the Executive Committee that is elected by the other members of the Executive Committee by a majority of the votes. If no agreement is reached, the Executive Committee shall be convened again within two weeks with the same agenda.

(7)  Apart from his/her death and the expiration of his/her term of office (Art. 13 para. 3 of these Rules), the period of office of a member of the Executive Committee shall end by dismissal (Art. 13 para. 8 of these Rules) or by resignation (Art. 13 para. 9 of these Rules).

(8)  The General Assembly may at any time dismiss the whole Executive Committee or individual members of the Executive Committee. The dismissal shall enter into force with the appointment of a new Executive Committee or a new member of the Executive Committee.

(9)  The members of the Executive Committee may at any time resign in writing, addressing the notification of their resignation to the Executive Committee, and in case the whole Executive Committee resigns, to the General Assembly. The resignation shall become effective only after election or cooptation (Art. 13 para. 2 of these Rules) of a successor.

(10) The meetings of the Executive Committee shall be called by the president, with the notice of meeting being given three weeks in advance.

(11) The Executive Committee may also adopt its resolutions by circular letter, in which case the secretary general shall send the text to the members of the Executive Committee by fax of e-mail by granting an appropriate period for voting. After receipt of all the votes, the president shall determine the result and communicate it to all the members of the Executive Committee by fax or e-mail.

 

 

Article 14: The Tasks of the Executive Committee

 

(1)  The Executive Committee shall have the following tasks:

 

1.   to manage the business of the Society and represent the Society vis-à-vis third parties (sec. 5 para. 1 of the Associations Act 2002) in observance of its duties under the law and the Rules as well as the lawful resolutions of the competent bodies of the Society (sec. 24 para. 1 of the Associations Act 2002);

2.   to prepare and convene the General Assembly in the cases specified in Art. 9 para. 1 and Art. 9 para. 2 sub-paragraphs a through c of these Rules;

3.   to inform the competent authority of the formation of the Society and, if members have already been elected to the bodies of the Society before its creation, of their positions and their dates of appointment (sec. 11 of the Associations Act 2002);

4.   to give notice of any amendment of the Rules, of the members of the Society's bodies and any change concerning the Society's address (sec. 14 of the Associations Act 2002);

5.   to furnish information about the activities and the financial position of the Society as specified in sec. 20 of the Associations Act 2002;

6.   to provide for the timely and sufficient presentation of the Society's financial position (sec. 21 para. 1 of the Associations Act 2002);

7.   to set up a system of accounting in accordance with the requirements of the Society (sec. 21 para. 1 of the Associations Act 2002);

8.   to provide for the current recording of the income and the expenses of the Society (sec. 21 para. 1 of the Associations Act 2002);

9.   to submit the documents required for the audit and provide the necessary information to the auditors (sec. 21 para. 2 of the Associations Act 2002);

10.  to communicate the results of the audit which has been performed by a public authority granting subsidies to the Society to the auditor of annual financial statements and/or the auditors as specified in sec. 22 para. 3 of the Associations Act 2002;

11.  to admit new European associations, in particular if there are several competing anti-aging associations within one European country and several associations want to join the Society and/or want to for the admission of their members to the Society (cf. Art. 2 para. 2);

12.  to transact all other business not reserved for another body of the Society under these Rules.

 

 

Article 15: Special Duties of Individual Members of the Executive Committee

 

(1)  The president shall manage the day-to-day business of the Society. The secretary general shall assist the president in the management of the Society's affairs.

(2)  The president shall represent the Society vis-à-vis third parties. Written documents of the Society shall only be valid if signed by the president and the secretary general, in monetary matters (disposition of assets) the signatures of the president and the treasurer shall be required. Legal transactions between members of the Executive Committee and the Society are subject to the approval of another member of the Executive Committee.

(3)  Any powers to represent the Society in legal transactions and/or to sign on its behalf may, without exception, only be conferred by the members of the Executive Committee specified in Art. 15 para. 2 of these Rules.

(4)  In case of imminent danger, the president shall be entitled to independently give orders on his/her own responsibility as regards matters which belong to the duties of the General Assembly or the Board; however, in the internal relationship such orders require the subsequent approval of the competent body of the Society.

(5)  The president shall chair the meetings of the Board and the Executive Committee.

(6)  The secretary general shall be responsible for keeping the minutes of the General Assembly, of the Board and of the Executive Committee.

(7)  The treasurer shall be responsible for the proper handling of the financial matters of the Society.

(8)  In case of their prevention, the secretary general and the treasurer shall be represented by their deputies. Such deputies shall be elected by the General Assembly for the same term of office and shall have the right to attend the meetings of the Board and the Executive Committee and shall be invited to such meetings. They shall only be entitled to vote if they act as representatives.

(9)  In case of his/her prevention, the president shall be represented by the vice president.

(10) The president may authorize the vice president to manage individual, or groups of, affairs independently. Such authorization may be revoked at any time.

 

 

Article 16: The Auditors

 

(1)  Two auditors shall be elected by the General Assembly for a term of 2 years. They may be reelected. The auditors may not be members of any body – with the exception of the General Assembly – whose activities are the object of the audit. Legal entities may also be appointed auditors. Auditors need not be members of the Society.

(2)  The auditors shall be responsible for the current supervision of the business transactions and the audit of the financial position of the Society with regard to the propriety of accounting and the use of funds in accordance with the Rules. The Board and the Executive Committee shall be responsible for providing the auditors with the necessary documents and information. The auditors shall report to the General Assembly on the results of the audit.

(3)  Legal transactions between the auditors and the Society are subject to the approval of the General Assembly. In all other respects, the provisions of Art. 11 paragraphs 10 through 12 and Art. 13 paragraphs 7 through 9 of these Rules shall apply mutatis mutandis to the auditor.

 

 

Article 17: The Auditor of Annual Financial Statements

 

(1)  An auditor of annual financial statements shall be appointed by the General Assembly for a term of 2 years if the law so requires. The auditor of annual financial statements may not be a member of any body – with the exception of the General Assembly – whose activities are the object of the audit. Legal entities may also be appointed auditors of annual financial statements. The auditor of annual financial statements need not be a member of the Society.

(2)  (Firms of) Certified public accountants, (firms of) partly certified public accountants ("Buchprüfer") as well as auditors within the meaning of the (Austrian) "Genossenschaftsrevisionsgesetz" (Act on the Audit of Cooperative Societies) may be appointed auditors of the Society's annual financial statements.

(3)  The auditor of annual financial statements shall be responsible for the audit of the annual financial statements and of the financial position of the Society with regard to the propriety of accounting and the use of funds in accordance with the Rules. The Board and the Executive Committee shall be responsible for providing the necessary documents and information to the auditor of annual financial statements. The auditor of annual financial statements shall report to the Board on the results of the audit.

(4)  Legal transactions between the auditor of annual financial statements and the Society are subject to the approval of the General Assembly. As for the rest, the provisions of Art. 11 paragraphs 10 through 12 and Art. 13 paragraphs 7 through 9 of these Rules shall apply mutatis mutandis to the auditors of annual financial statements.

 

 

Article 18: Arbitration

 

(1)  Any disputes arising in connection with the relationships of the members within the Society, including legal disputes and any other disputes concerning the Society, shall be settled by the internal arbitral tribunal, which is an "institution of conciliation" within the meaning of the Associations Act 2002 and not an arbitral tribunal as defined in sections 577 et seq. of the (Austrian) "Zivilprozeßordnung" (Code of Civil Procedure).

(2)  The members are obligated to have recourse to the arbitral tribunal for the settlement of any disputes specified in Art. 18 para. 1 of these Rules. They may only bring a dispute before a court of law if the requirements set forth in Art. 18 para. 3 of these Rules are met.

(3)  If proceedings that are pending before the arbitral tribunal are not closed earlier by such tribunal, the members may initiate proceedings before courts of law after six months as from the date of recourse to the arbitral tribunal provided that the subject-matter dispute of the proceedings is a legal dispute.

(4)  The arbitral tribunal shall consist of three delegates of the members of the Society. It shall be formed in such a way that one party to the dispute submits to the president in writing the name of one member who shall act as arbitrator. Upon a request to made by the Executive Committee within seven days, the respective other party to the dispute shall, in turn, nominate a member of the arbitral tribunal within 14 days. After being notified by the Executive Committee within seven days, the nominated arbitrators shall elect a third full member as chairperson of the tribunal within another 14-day period. In case of a tie, the choice from among the persons proposed shall be made by drawing lots. The members of the arbitral tribunal may not belong to any body – with the exception of the General Assembly – the activities of which are the object of the dispute.

(5)  If there are grounds for exclusion as specified in sec. 20 of the (Austrian) "Jurisdiktionsnorm" (Code on Jurisdiction) or bias as specified in sec. 19 of the Code on Jurisdiction, each party to the dispute is entitled to file a motion of objection with the president. The president shall then decide on such motion within 14 days. If the president himself/herself is a party to the dispute, the motion shall be submitted to the vice president, who shall then decide the motion within 14 days.

(6)  If one party to the dispute fails to appoint an arbitrator within the prescribed period or if he/she appoints an arbitrator that is rejected by the respective other party for well-founded reasons, the president shall appoint a full member as arbitrator. If the president himself/herself is a party to the dispute, the vice president shall take the decision.

(7)  If the chairperson is rejected by either party to the dispute for well-founded reasons, the president shall appoint a full member as chairperson. If the president himself/herself is a party to the dispute, the vice president shall take the decision.

(8)  The proceedings shall be recorded in minutes.

(9)  The decision of the arbitral tribunal, which shall be issued in writing, shall be taken in the presence of all of its members by a simple majority of votes after hearing both parties. The arbitral tribunal shall decide to the best of its knowledge and belief.

(10) The decision of the arbitral tribunal in case of disputes which strictly concern the affairs of the Society (i.e. disputes concerning the affairs of the Society which are not legal disputes) shall be final and binding on the parties. In the event of a legal dispute concerning the affairs of the Society, the arbitral tribunal shall submit a proposal for reconciliation. If the parties to the dispute fail to reach an agreement on such proposal, they may have recourse to any court of law.

(11) For the duration of the arbitration proceedings the statute of limitations for any legal claims will be suspended.

(12) Any records concerning the arbitration proceedings shall be kept until the disputed claim becomes statute-barred. If any party has recourse to any court of law, such records shall be submitted to the court upon its request.

 

 

Article 19: Voluntary Dissolution of the Society

 

(1)  The voluntary dissolution of the Society may solely be decided in a meeting of the General Assembly by a two-thirds majority of the valid votes cast.

(2)  In such meeting of the General Assembly the liquidation of the Society shall also be decided on provided that the Society has any assets. In particular, a liquidator shall be appointed and it must be decided to whom the liquidator shall assign the remaining assets of the Society after discharging its liabilities. To the extent possible and permitted, such remaining assets shall be given to an organization having the same or similar purposes as this Society, otherwise to a charity. To the extent that the members have made any contributions, the assets may also be distributed to individual members, but only to the extent of the amount of their contribution made.

 

 

Article 20: References

 

Any reference made herein to any federal law shall, if such law is amended, refer to the its version as amended from time to time, and if such law is repealed, reference shall be deemed made to the federal law that has replaced the repealed law in observance of the subject-matter regulated therein.

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