Association statutes

Name, registered office and field of activity of the association

• The name of the association is Unsere KlimaZukunft
• The association is based in Vienna.
• The activities of the association cover the entire Austrian federal territory. An expansion of the activities to an international level depends on the success of the association's idea.
• The establishment of branch associations within the meaning of § 11 of the Association Act 1951 is currently not intended.

Purpose of the association

• The association, whose activities are not profit-oriented, has the exclusive and direct non-profit purpose of public relations and awareness-raising work for active climate and environmental protection.
• Through various events and activities, the population is to be sensitized to the topic of climate change and motivated to become active themselves.
• In particular, the association aims to:
  a) Promote environmental protection measures: The association focuses on promoting initiatives to reduce environmental impact and supporting projects that advance environmental protection in Austria.
  b) Raising environmental awareness: The association is committed to raising environmental awareness among the population by carrying out educational initiatives, events and campaigns to communicate the importance of climate protection and sustainable lifestyles. c) Community projects: Initiating projects in collaboration with communities, businesses and schools to promote environmentally friendly practices and build sustainable communities.
  d) Promoting climate neutrality: The association promotes programs aimed at helping businesses and organizations achieve carbon neutrality.
  e) Youth participation: Focus on involving youth in environmental initiatives through education, mentoring and projects to raise awareness of environmental issues among the next generation.
  f) Liaison with international initiatives: The association partners with international organizations to provide a broader perspective and collaboration on global environmental issues.
• The association is a non-profit organization; any pursuit of profit is excluded. Neither members nor non-members may benefit from administrative expenses for other purposes or from disproportionately high remuneration. The association fulfills the purpose of the association itself as far as possible. In the event that third parties fulfill the beneficiary purpose on behalf of the association, even if only partially, this is only permitted if these third parties are subject to the instructions of the association's board members.

Funds to achieve the purpose of the association and how these funds are raised

The funds to achieve the intended purpose of the association are to be raised through
a) Membership fees
b) Events
c) Advertising and promotion
d) Donations and voluntary contributions
e) Inheritances
f) Interest and proceeds from the association's own undertakings, provided that this does not result in the loss of non-profit status for tax purposes
g) Income from investments in corporations
h) Lectures, training courses and organizational measures
i) Other donations

Types of membership

The members of the association are divided into ordinary members, supporting members and honorary members.
a) Ordinary members are those who participate fully in the work of the association.
b) Supporting members are companies, institutions or persons who support the association (at least once a year) financially or with a membership fee.
c) Honorary members are persons who are appointed for special services to the Association or the purpose of the Association.

Acquisition of membership

Physical or legal persons may become members of the Association; admission must be applied for in writing. Members are admitted by resolution of the Board of Directors. The admission of members may be refused by the Executive Board without stating reasons. Honorary members are appointed by the Board of Directors.

Termination of membership

• Membership is terminated by death (in the case of legal entities by loss of legal personality), by voluntary resignation, by deletion and finally by exclusion.
• Voluntary resignation can be made by written declaration with one month's notice to the end of a calendar quarter. If the notice of resignation is late, it shall not take effect until the next resignation date. The date of receipt by the Association shall determine the timeliness of the notice of resignation.
• The Executive Board may cancel the membership of a member if the member is more than one month in arrears with the payment of the membership fee despite a reminder. The obligation to pay the membership fee that has fallen due remains unaffected by this.
• The Board of Directors may expel a member for gross violation of membership obligations, for damage to the reputation or interests of the association and also for dishonorable conduct. Expulsion may also be pronounced if a member fails to meet their membership fee obligations despite two requests to do so; it is at the discretion of the Board of Directors to either cancel or expel a member for breach of membership fee obligations.
• An appeal against expulsion may be lodged with the General Assembly, until whose decision the membership rights of the expelled member are suspended. This appeal must be submitted to the association by registered letter within an indefinite period of one month. Appeals submitted late are invalid. The member must be informed of the exclusion by registered letter.
• The revocation of honorary membership can be decided by the General Assembly for the above-mentioned reasons at the request of the Executive Board.

Rights and obligations of members

• Members are entitled to participate in all events of the Association. Only ordinary members have the right to vote at the General Assembly and the right to stand for election.
• 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 must observe the Articles of Association and the resolutions of the Association's bodies and are obliged to pay the membership fees punctually in the amount decided by the General Assembly. Honorary members are exempt from the obligation to pay these fees and contributions.
• Members shall not receive any profit shares and, in their capacity as members, shall not receive any other benefits from the Association's funds.
• No person may benefit from administrative expenses that are alien to the purposes of the Association or from disproportionately high remuneration.

The General Assembly

• The ordinary General Assembly shall be convened annually by the Board of Directors, if possible in the first quarter of the respective year.
• An Extraordinary General Assembly must be held at the decision of the Executive Board or the Ordinary General Assembly or at the written request of at least 10% of all members or at the request of the auditors. In the aforementioned cases, the Extraordinary General Meeting must be held within a maximum of two months of receipt of the request for convocation by the Executive Board.
• All ordinary members must be invited in writing to both ordinary and extraordinary General Meetings at least three weeks before the date of the meeting. The General Meeting must be convened, stating the agenda. The meeting is convened by the Executive Board.
• Motions for items on the agenda must be submitted to the Executive Board in writing at least 24 hours before the date of the General Meeting; this fact must be indicated on the invitation.
• Valid resolutions - with the exception of those on a motion to convene an Extraordinary General Meeting - can only be passed on agenda items.
• All ordinary members are entitled to participate in the General Assembly. Supporting members and honorary members may attend the General Assembly as guests. Voting and election rights are governed by the rights and obligations of members in the Articles of Association. Each member entitled to vote has one vote. The transfer of voting rights to another member is permitted. The General Meeting has a quorum regardless of the number of members present.
• Elections and resolutions at the General Meeting are generally passed by a simple majority of votes. However, resolutions to amend the Association's Articles of Association or to dissolve the Association require a qualified majority of ¾ of the valid votes cast. In the event of a tie, the Chairman has the casting vote.
• The General Assembly is chaired by the President or, if he/she is unable to attend, by his/her deputy. If this person is also unable to attend, the oldest Board member present shall chair the meeting.

Responsibilities of the General Assembly

• The following tasks are reserved for the General Meeting:
  a) Receipt and approval of the statement of accounts and the financial statements,
  b) Appointment and dismissal of the members of the Executive Board and the auditors,
  c) Determination of the amount of membership fees,
  d) Awarding and revocation of honorary membership,
  e) Decision on appeals against expulsion from membership,
  f) Resolution on amendments to the Articles of Association and the voluntary dissolution of the Association,
  g) Consultation and resolution on other matters on the agenda.

The Board of Directors

• The Executive Board consists of:
  a) the President
  b) the first deputy of the President, who also acts as Secretary
  c) the second deputy of the President
  d) the Treasurer
• The Executive Board is elected by the General Assembly. The term of office of the Board of Directors is three years; in any case, it lasts until the election of a new Board of Directors. Retired Board members are eligible for re-election.
• The Executive Board has the right to co-opt another eligible member to replace an elected member of the Executive Board in the event of his/her resignation, whereby the subsequent approval of the next General Meeting must be obtained.
• The Board of Directors is convened in writing or verbally by the President or, if he/she is unable to do so, by the first deputy or, if he/she is unable to do so, by the second deputy.
• The Board of Directors has a quorum if all of its members have been invited and at least half of them are present.
• The Board of Directors passes its resolutions by simple majority. In the event of a tie, the Chairperson has the casting vote.
• The President shall chair the meeting; if he/she is unable to do so, the first deputy shall chair the meeting; if he/she is unable to do so, the second deputy shall chair the meeting.
• With the exception of death and expiry of the term of office, the function of a member of the Executive Board expires through dismissal and resignation
• The General Assembly may remove the entire Executive Board or individual members of the Executive Board from office at any time.
• The members of the Executive Board may resign in writing at any time. The declaration of resignation must be addressed to the Executive Board or, in the case of the resignation of the entire Executive Board, to the General Meeting. However, the resignation of the entire Board of Directors only becomes effective upon the election of the new Board of Directors.

Responsibilities of the Executive Board

• 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 Articles of Association.
• The Executive Board is responsible for the following matters in particular:
  a) Preparation of the annual budget, the annual report and the financial statements,
  b) Preparation and convening of ordinary and extraordinary General Assemblies,
  c) Management of the Association's assets,
  d) Admission, expulsion and removal of Association members,
  e) Admission and dismissal of employees of the Association;
  f) Appointment to the Advisory Board and appointment of the head of the Advisory Board

Special duties of individual board members

• The President and his/her deputy shall represent the Association - with sole power of representation - externally.
• The following applies internally:
  a) The President chairs the General Assembly and Board meetings. In the event of imminent danger, he/she is also authorized to independently issue orders under his/her own responsibility in matters that fall within the scope of the General Assembly or the Executive Board; however, these require subsequent approval by the responsible body of the Association.
  b) The deputies shall support the President in conducting the Association's business. The first deputy shall be responsible for keeping the minutes of the general meetings of the Executive Board. In the event that he/she is unable to do so, the second deputy shall do so. In the event that the President is unable to attend, the first deputy shall be authorized to carry out all actions pursuant to point a) above in place of the President; in this case, the second deputy shall take the minutes.
  c) In the event that the president and the first deputy are unable to attend, the second deputy shall chair the meeting and appoint a secretary.
  d) The treasurer shall be responsible for the proper financial management of the association.
  

The auditors

• The two auditors are elected by the General Assembly for the term of office of the Executive Board. Re-election is possible.
• The auditors are responsible for the ongoing business control and the review of the financial statements. They must report to the General Assembly on the results of the audit.
• In all other respects, the provisions of the items of the Executive Board apply analogously to the auditors.

The Advisory Board

• Without prejudice to the rights and duties of the other bodies of the Association, there is an Advisory Board. The Advisory Board comprises between 6 and 20 members and meets at least once a year at the request of at least one member of the Executive Board or the General Assembly. Appointments to the Advisory Board and the appointment of the head are made by the Executive Board for the term of office of the Executive Board. Reappointment is possible. Non-association members can also be appointed to the Advisory Board.
• The Advisory Board assists all Association bodies in an advisory capacity; in particular, it has the task of supporting the Association's activities by providing substantive opinions and developing the Association's guidelines. Together with the Executive Board, the Advisory Board determines the Association's fundamental activities at least once a year.

The arbitration tribunal

• The arbitration tribunal decides on all disputes arising from the association's relationship.
• The arbitration tribunal is made up of three full members or honorary members. It is formed in such a way that each party to the dispute nominates an ordinary member as arbitrator to the Executive Board within two weeks, who should preferably have legal knowledge. The arbitrators thus nominated shall then elect a further member (ordinary or honorary member) to chair this arbitration tribunal.
• The arbitration tribunal makes its decisions by a simple majority of votes when all its members are present. It shall decide to the best of its knowledge and belief. The decisions are final within the association.
• The provisions of Sections 577 et seq. of the German Code of Civil Procedure (ZPO) on arbitration proceedings shall apply in a subsidiary manner.

Dissolution of the association

• The voluntary dissolution of the Association can only be decided in an extraordinary General Assembly convened for this purpose and only with a qualified majority of ¾ majority; in amendment of the provisions of point 8.7, the presence of at least 2/3 of all ordinary members is required for this dissolution resolution. If this quorum is not reached, the Executive Board shall convene a second Extraordinary General Meeting within four weeks in the absence of a quorum at this General Meeting. This shall constitute a quorum regardless of the number of members present.
• The last board of the association must notify the association authorities in writing of the voluntary dissolution and is obliged to publish the voluntary dissolution in an official gazette in accordance with § 26 of the Association Act.
• In the event of dissolution or discontinuation of the purpose of the association, the association's assets, if any, may not benefit the members of the association in any form whatsoever, but must, insofar as this is possible and permitted, be transferred to an association or other organization with the same or similar objectives by the withdrawing association board.