‘’Smile to Armenia - Association for Development Cooperation and Social Assistance in Armenia"
Short name: "Smile to Armenia - Help Armenia "
§ 1: Name, address and activities
(1) The association has the name "Smile to Armenia - Association for Development Cooperation and social assistance in Armenia," short name "Smile to Armenia - Help Armenia ".
(2) It is based in Vienna and extends its activities on the federal territory of the Republic of Austria, the Kingdom of Belgium and the Federal Republic of Germany.
In terms of the implementation of the association’s purpose mentioned in § 2, the association also extends its activities to Armenia.
(3) The establishment of branch associations is not intended.
§ 2: Purpose
The association is non-profit and aims:
(1) to support people in need, especially children, youth, elderly and sick people in Armenia to materially and spiritually. Assistance shall be provided directly or in indirect form to support charitable institutions in Armenia (hospitals, orphanages and children's homes, schools, aid agencies and suchlike) materially and spiritually.
The specific objectives of the association are:
(2) The aim of the association is also to help people in Armenia ‘’to help themselves’’ through the organizational and material support.
(3) The association pursues exclusively charitable and benevolent purposes in accordance with the Federal Fiscal Code (BAO). Profit making activities are explicitly excluded.
§ 3: Means for achieving the association's purpose
(1) The purpose of the association shall be achieved by idealistic and material means listed in paragraphs 2 and 3.
(2) The following shall serve as idealistic resources:
a) Presentations and meetings
b) Information events
c) Issuing of a newsletter
d) Publications (brochures, folders)
e) PR and work with mass medias such as newspapers, magazines, radio and television
f) Publishing information for the public on the website
(3) The required material resources shall be raised by
a) Membership fees
c) Income from charity events
d) Flea markets and bazaars
e) Child Sponsorship
f) Grants and subsidies
g) Interest income
h) Revenues from advertisements in published in the association’s publications
i) Revenues from advertising on the association’s website
j) Other allowances
k) Donations (e.g. clothes, medicines)
§ 4: Types of membership
(1) Members of the Association fall into the following categories: ordinary, extraordinary and honorary members.
(2) Ordinary members are those who fully participate in the Association's work. Ordinary members are those which promote the association's activities, primarily by paying a higher membership fee.
Honorary members are people who are nominated as such for their special achievements for the association.
§ 5: Acquisition of membership
(1) Association members can be individuals as well as legal entities and unincorporated partnerships having legal capacity.
(2)The decision on admission to ordinary and extraordinary membership shall be made by the Board of the association. Admission can be refused without giving reasons.
(3) Before the legal establishment of the association, the preliminary admission of ordinary and extraordinary members is decided upon by the founder members of the association, in case of an already appointed Board it is the Board which shall decide. This membership is valid from the day the association is registered. If the Board is appointed after the legal establishment of the association, the (definitive) decision on ordinary and extraordinary membership will be made by the founder members of the association until then.
(4) Appointment for honorary membership is made by the General Assembly at the request of the Board.
§ 6: Termination of Membership
(1) Membership expires upon death, with regard to incorporated partnerships through loss of legal status, voluntary resignation and through exclusion.
(2) The withdrawal can occur at any time without giving reasons. There is no right to any refund of membership fees already paid.
(3) The Board may exclude a member if he/she is in arrears with membership fees for than six months, despite two written warnings. The obligation to pay the due membership fees remains unaffected.
(4) A member may be excluded by the Board as a consequence of serious breaches of membership responsibilities and for dishonorable conduct.
(5) A removal of honorary membership can be decided upon reasons mentioned in paragraph 4 by the General Assembly based on a proposal of the Board.
§ 7: Rights and Obligations of Members
(1) Members are entitled to attend all events of the association, and to make use of facilities belonging to the association. The right to vote in the General Assembly as well as the active and passive right to vote is only available to ordinary and honorary members.
(2) Every member is entitled to request the executive committee to hand over the articles of the association.
(3) There is the need for at least one-tenth of all members to request the Executive Board to call for a general assembly.
(4) Members shall be informed by the Executive Board about its activities and financing at each General Assembly. If at least one tenth of all members request it under specification of reasons, the Board has to give all the requested information within four weeks.
(5) Members shall be informed by the Board on the audited balance of accounts (financial statement). If this information is provided in the General Assembly, the Auditors shall be involved in the information provision.
(6) Members are obliged to promote the interests of the association to the best of their abilities, and retrain from any action that could harm the reputation and objectives of the association. The statutes of the association and the resolutions of the bodies of the association are to be observed and respected at all times.
(7) Ordinary and extra-ordinary members are obliged to pay the membership fees as determined by the General Assembly.
§ 8: Bodies of the association
Bodies of the association shall be the General Assembly (§§ 9 -10), the Board (§§ 11 – 13), the auditors (§ 14) and the arbitration court (§ 15).
§ 9: General Assembly
(1) The General Assembly is the ‘‘General Meeting of the Members‘‘according the Austrian Association Act of 2002.
(2) An extraordinary General Assembly shall take place within four weeks of and based on
a. a decision of the Board and or the regular General Assembly,
b. upon the written petition of at least one tenth of all the members,
c. at the request of the auditors (in accordance with § 21 (5) first sentence of Association Act, § 11 (2) third sentence of the statuses),
d. a decision of a judicially appointed trustee (§ 11 (2) last sentence of the statuses).
(3) Invitations to ordinary members as well as extraordinary General Assemblies are to be sent at least four weeks before the scheduled date in writing, by fax or by e-mail (to the fax number or e-mail address communicated to the association by the member). The invitation to the General Assembly shall include the agenda. The General Assembly is called by the Board (paragraph 1 and 2 a-c), by the auditor/s (paragraph 2 d) or by a trustee appointed by the court (paragraph 2 e).
(4) Proposals to the General Assembly should be submitted to the Board in writing, by fax or via e-mail at least three days before the date of the General Assembly.
(5) Resolutions - except those pertaining to the convening of an extraordinary General Assembly - can be reached if they appear on the agenda.
(6) All members are entitled to attend the General Assembly, but only ordinary and honorary members have the right to vote. Each member shall have one vote. The transfer of the eligibility to vote to another member is only allowed by a written authorization.
(7) The General Assembly is authorized to take decisions irrespective of the number of members present
(8) As a rule, all elections and resolutions at the General Assembly assembly jamanak te gen. case are conducted by simple majority of all votes cast. Passing resolutions on amendments to the statutes and the voluntary liquidation of the association requires a qualified majority of two thirds of valid votes cast in order to become effective.
(9) The chairman of the General Assembly chairs the General Assembly, or if he/she is unable to attend, the deputy chairman takes over. If the deputy is also unable to attend, the meeting is chaired by the oldest member of the Board.
§ 10: Duties of the General Assembly
The General Assembly reserves the right to undertake the following duties:
a) Passing resolutions on the submitted motions;
b) Receiving and approving the annual report and accounting of the past financial year upon the auditors’ recommendation;
c) Electing and dismissing the members of the Executive Board and the auditors;
d) Approving legal transactions between the auditors and the association;
e) Discharging the members of the Executive Board from all liability with respect to their management;
f) Determining the amount of the membership fees for ordinary and extraordinary members;
g) Awarding and terminating honorary membership;
h) Passing resolutions on amendments to the statutes and the voluntary liquidation of the association;
i) Advising and deciding on other terms of the agenda.
§ 11: Executive Board
(1) The Executive Board shall consist of six members: the president, her/his deputy, the secretary, her/his deputy, the accounter, her/his deputy.
(2) The Executive Board is elected by the General Assembly. If the elected member resigns, the Executive Board has the right to appoint another eligible member, which requires the subsequent approval by the next General Assembly. If the whole Board retires without suggesting replacements, each auditor is obliged to call an extraordinary General Assembly immediately for the election of a new Board. Should the auditor also be incapable of acting, any ordinary member recognizing the emergency shall immediately call upon the competent court to name a trustee, who shall then convene an extraordinary General Meeting immediately.
(3) The Board’s term of office shall be two years; re-election is possible. Each position in the Board has to be executed personally.
(4) The Executive Board is called in written form or orally by the chairman. If the latter is also unable to fulfill her/his duties for an unforeseeable period of time, any other member of the Executive Board has the right to convene the Executive Board.
(5) The Executive Board constitutes a quorum, if all members were invited and at least half of the members of the association are present.
(6) The resolutions of the Executive Board are adopted with a simple majority of votes, if the votes are equal; the chairman has the casting vote.
(7) The presidency is chaired by the chairman, in the event of incapacity of his/her deputy. If the latter is also unable to attend, then the chairmanship passes to the oldest member present from the Executive Board or to the member of the Executive Board elected by the majority of the other members of the Executive Board.
(8) Other than in the case of death or expiry of the term of the Board (Para. 3), a Board member’s function can be terminated by dismissal (Para. 9) and withdrawal (Para. 10).
(9) The General Assembly can dismiss the entire Board or individual members at any time. The dismissal shall become effective with the appointment of the new Board, respectively of the new board member.
(10) Members of the Executive Board can tender their resignation in writing at any time. The resignation is addressed to the Executive Board, in case the entire Board withdraws, to the General Assembly. The resignation shall become effective only upon the election or appointment (Para. 2) of a successor.
§ 12: Tasks of the Executive Board
The Executive Board is responsible for managing the association. It is the management body of the association according to the Association Act of 2002. This excludes all matters which are allocated to another body in this statute. In particular, its scope of responsibilities includes the following:
(1) Preparation of an accounting system that complies with the accounting requirements of the association. Minimum requirements are continuous records of the income/expenses and the administration of a list of assets;
(2) Preparation of the estimated annual budget, the annual report and the annual financial statements;
(3) Preparation and calling of the General Assembly in case of § 9 (3) and (2) a-c of these statutes;
(4) Informing the members of the association about the activities of the association, its financial management and the balance of accounts as audited;
(5) Administration of the association assets;
(6) Admission and expulsion of ordinary and extraordinary of the association;
(7) Admission and dismissal of employees of the association.
§ 13: Special duties of individual members of the Executive Board
(1) The chairman runs the ongoing business of the association. The secretary supports the chairman in this obligation.
(2) The Chairman represents the organization outwardly. Written notices and announcements (depositions of assets) must be signed by the chairman. If documents concern financial matters; the signature of the cashier is required. Legal transactions between the Board members and the association require the approval of the Executive Board to retain legal force.
(3) Any authorization to other persons to represent the association externally can only be given with the signatures of the persons as stated in Paragraph 2.
(4) In the event of the risk of default, the chairman is entitled, even in matters which fall within the remit of the General Assembly or the Executive Board; to take independent measures under his/her own responsibility. However such actions require subsequent approval by the competent organ of the association.
(5) The chairman chairs the General Assembly and the Executive Board.
(6) The secretary is responsible for taking minutes of the General Assembly and the Executive Board.
(7) The treasurer is responsible for the proper management of the association’s finances.
(8) In the case, the chairman, the secretary and the treasurer are not able to attend, their deputies shall bear responsibilities respectively.
§ 14: Auditors
(1) The General Assembly shall elect two auditors from the members or an external auditor for a term of three years. Re-election is possible. The auditors may – except for the General Assembly - not be part of any organ being the object of their activities.
(2) The auditors are responsible for the supervision of the ongoing transactions as well as for the audit of the financial conduct of the association regarding proper accounting and proper usage of funds in accordance with the statue. The Board has to provide the auditors with the necessary information and documents. The auditors shall inform the Board about the results of the audit.
(3) Legal acts between the auditors and the association require the approval of the General Assembly. In other respects, the regulations of § 11 (8) to 10 are correspondingly valid for the auditors.
§ 15: Arbitration tribunal
(1) The arbitration tribunal within the association shall be convened to settle all disputes arising within the association. It is an arbitration panel in terms of the Association Act of 2002 and not an arbitration panel regarding §§ 577 ff ZPO.
(2) The arbitration tribunal consists of three ordinary members of the association. The arbitration tribunal shall be formed through the notification of two members by each party to the dispute to the Board. Within seven days, the Executive Board shall request the other party to the conflict to also nominate an arbitrator within 14 days. After being notified by the Executive Board within seven days, the named arbitrators have another 14 days to select a third ordinary member as the chair of the arbitration. In the event of a tie, the decision is made by casting lots. Members of the arbitration tribunal may not be members of any other body of the association - except the General Assembly – which is the subject of the dispute.
(3) The arbitration tribunal shall arrive at its final decision by a simple majority of votes after listening to both parties in the presence of all its members. It decides to best knowledge and conscience. All decisions by the arbitration tribunal are final within the association.
§ 16: Voluntary dissolution of the association
(1) The voluntary dissolution of the association can be decided in a General Assembly with two-thirds majority of all valid votes.
(2) The General Assembly must also decide over the liquidation of any remaining assets of the association. In particular, the General Assembly must appoint a liquidator and compose a resolution about to whom the association’s remaining assets should go, once all liabilities have been covered.
(3) The last Executive Board of the association must notify the competent public safety office of the voluntary dissolution in writing within four weeks after the resolution is passed.
§ 17: Utilization of the association’s assets upon its decomposition or discontinuation of the non-profit purpose
(1) If the association is dissolved or annulled or if the current purpose of the association is abandoned in accordance with the responsible tax authority, alls association assets must go to one or more charitable institutions and/or particularly needy people in Armenia. Under these institutions are meant those ones, with witch at that time the association cooperates in the framework of different charitable projects, in particular charitable institutions, orphanages, schools, children’s homes or similar institutions.
(2)The remaining assets of the association shall be exclusively used for charitable purposes in terms of §§ 34 BAO.
§ 18: Amendments of the statutes
(1) The amendments of the statutes shall be decided by the General Assembly by a two third majority of the votes cast.
(2) Proposed amendments must be sent to the General Assembly in written form with exact wording and references to paragraphs.