1. Name, Seat and Activity
Official name of the association is: "Zentral-Europäisches Netzwerk für Klangökologie".
It's official address is: c/o Samu Gryllus, (Samuel Grillusz), 1050 Wien, Pilgramgasse 10/16.
The Association deploys its activity to:
Training and promoting awareness of soundscapes and the culture of listening.
The establishment of branch associations is not intended.
The purpose of the Association, whose activity is not aimed at profit, is as follows:
Exploring the social, cultural, scientific, and environmental aspects of the sound environment.
Providing support for publications and sharing information about the sound environment.
Planning and creating healthy, balanced soundscapes.
Providing support for sound artistic activities based on the sound environment.
The geographical focus of the Association's activities is in the Central European and all other European countries. The Association is open for and initiates European and worldwide cooperation.
3. Means to achieve the purpose of the Association
The purpose of the Association is to be achieved by the ideal and material means listed in paragraphs 2 and 3.
The following serve as ideal means:
a/ Short-, medium- and long-term projects planned in the aforementioned categories.
b/ Communication tools, such as conferences, newsletters and publications.
- The necessary material means are to be raised through
a/ Fundraising (through public solicitations, donations)
b/ Membership dues.
4. Types of membership
The members of the Association are classified as ordinary, extraordinary and honorary members.
Ordinary members are those who participate fully in the work of the Association. Extraordinary members are those who support the activities of the Association primarily by paying an increased membership fee. Honorary members are persons who are appointed for special merits for the Association.
5. Acquisition of membership
All physical persons, as well as legal entities and partnerships with legal capacity can become members of the Association.
The Board of Directors decides on the admission of ordinary and extraordinary members. Admission may be refused without giving reasons.
Until the formation of the Association, the provisional admission of ordinary and extraordinary members is carried out by the founders of the Association, or by the Board of Directors in the event that the latter has already been appointed. This membership becomes effective only with the formation of the Association. If a Board of Directors is appointed only after the Association has been established, the (definitive) admission of ordinary and extraordinary members will also be carried out by the founders of the Association until that time.
The appointment as an honorary member is made by the General Assembly at the request of the Board of Directors.
6. Termination of membership
Membership is terminated by death, or in the case of legal entities and partnerships with legal capacity, by loss of legal personality, by voluntary resignation and by exclusion.
Resignation may only take place at the member's own request. It must be communicated to the Board of Directors in writing at least 1 month in advance. If such notification is made late, it will not be effective until the next resignation date. The date of postal dispatch will be relevant for determining timeliness.
The Board of Directors may exclude a member if he or she is more than six months in arrears with the payment of membership fees despite two written reminders setting a reasonable grace period. The obligation to pay the membership fees that have become due remains unaffected by this.
Exclusion of a member from the Association may also be ordered by the Board of Directors for gross violation of other membership obligations and for dishonorable conduct.
The revocation of honorary membership may be decided by the General Assembly on the motion of the Board of Directors for the reasons stated in paragraph 4.
7. Rights and obligations of members
Members are entitled to participate in all events of the Association and to use the facilities of the same. 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.
Each member has the right to request that the Board of Directors hand over the Bylaws.
At least one tenth of the members may request that the Board of Directors convene a General Meeting.
The members are to be informed about the activities and financial management of the Association by the Board of Directors at each General Meeting. If at least one tenth of the members so request, stating their reasons, the Executive Board must also otherwise provide such information to the members concerned within four weeks.
Members are to be informed by the Board of Directors about the audited financial statement (accounting). If this is done at the General Assembly, the relevant Auditors are to be involved.
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 have to observe the Bylaws of the Association and the resolutions of the Association's bodies. Ordinary and extraordinary members are obliged to pay the entry fee and membership fees on time in the amount decided by the General Assembly.
8. Association bodies
The bodies of the Association are the General Assembly (§§ 9 and 10), the Board of Directors (§§ 11 to 13), the Auditors (§ 14) and the Court of Arbitration (§ 15).
9. General Assembly
The General Assembly is the “Meeting of Members” as defined in the Associations Act (Vereinsgesetz) of 2002. An ordinary General Assembly will be held annually.
An extraordinary General Assembly will be held upon resolution of the Board of Directors or the ordinary General Assembly, within four weeks.
The General Assembly has a quorum regardless of the number of people present.
10. Duties of the General Assembly
The following duties are reserved for the General Assembly:
a/ Adoption of resolutions on the estimate of expenditure;
b/ Receipt and approval of the statement and the closing of accounts respectively with the involvement of the Auditors;
c/ Election and dismissal of the members of the Board of Directors and the Auditors;
d/ Approval of legal transactions between Auditors and the Association; e/ Discharge of the Board of Directors;
f/ Determination of the amount of the entry fee and the membership fees for ordinary and extraordinary members;
g/ Award and revocation of honorary membership;
h/ Passing resolutions on amendments to the Bylaws and the voluntary dissolution of the Association;
i/ Discussion and resolution of other matters on the agenda.
11. Board of Directors
The Board of Directors consists of six members, namely the Chairperson and Deputy Chairperson, the Secretary and Deputy Secretary, and the Treasurer and Deputy Treasurer.
The Board of Directors is elected by the General Assembly. In the event of the resignation of an elected member, the Board of Directors has the right to co-opt another eligible member in his or her place, for which subsequent approval must be obtained at the next General Meeting. If the Board of Directors ceases to exist altogether or for an unforeseeably long period of time without replacing itself by co-optation, each Auditor is obliged to immediately convene an Extraordinary General Meeting for the purpose of electing a new Board of Directors. Should the Auditors also be unable to act, any ordinary member who recognizes the emergency situation has to apply immediately to the competent court for the appointment of a Trustee, who has to convene an extraordinary General Assembly without delay.
The term of office of the Board of Directors is 2 years; re-election is possible. Each function on the Board of Directors has to be exercised personally.
The Board of Directors is convened in writing or orally by the Chairperson or, if he/she is prevented from doing so, by his/her Deputy. If this person is also prevented from attending for an unforeseeably long period of time, any other member of the Board of Directors may convene this Board.
The Board of Directors has a quorum if all its members have been invited and at least half of them are present.
The Executive Board passes its resolutions by a simple majority of votes; in the event of a tie, the Chairperson will have the decisive vote.
The meeting is chaired by the Chairperson or, if he/she is prevented from doing so, by his/her deputy. If this person is also unable to attend, the chair shall be taken by the oldest member of the Board of Directors present or by a member of the Board of Directors appointed by a majority of the other members of the Board of Directors.
Apart from death and expiry of the term of office (paragraph 3), the function of a member of the Board of Directors will expire through dismissal (paragraph 9) and resignation (par.10).
The General Assembly may at any time dismiss the entire Board of Directors or individual members thereof. The dismissal takes effect with the appointment of the new Board of Directors or member thereof.
Members of the Board of Directors may resign in writing at any time. The notice of resignation must be addressed to the Board of Directors or, in the event of the resignation of the entire Board of Directors, to the General Assembly. The resignation only becomes effective with the election or co-optation (paragraphs 2) of a successor.
12. Duties of the Board of Directors
The Board of Directors is responsible for the management of the Association. It is the “Governing Body” as defined in the Associations Act 2002. It is responsible for all tasks that are not assigned to another body of the Association by the Bylaws. In particular, the following matters fall within its scope of action:
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;
Preparation of the annual estimate of expenditure, the statement and the closing of the accounts, respectively;
Preparation and calling of the General Assembly in the cases of § 9 Paragraph 1 and Paragraph 2 lit. a - c of these Articles of Association;
Informing members of the association about its activities, its management and the audited closing of accounts;
Management of the Association's assets;
Admission and exclusion of ordinary and extraordinary members of the Association; 7. Admission and termination of employees of the Association.
13. Special obligations of individual members of the Board of Directors
The Chairperson conducts the day-to-day business of the Association. The Secretary supports the Chairperson in the conduct of the Association's business.
The Chairperson will represent the Association to the outside world. Written documents of the Association require the signatures of the Chairperson and the Secretary in order to be valid, and of the Chairperson and the Treasurer in financial matters (dispositions of assets). Legal transactions between members of the Board of Directors and the Association require the consent of another member of the Board of Directors.
Legal authorizations to represent the Association externally or to sign on its behalf may only be granted by the members of the Board of Directors specified in paragraph 2.
In case of imminent danger, the Chairperson is entitled to issue orders on his or her own responsibility, even in matters that fall within the competence of the General Assembly or the Board of Directors; in the internal relationship, however, these require the subsequent approval of the responsible body of the Association.
The Chairperson presides over the General Assembly and the Board of Directors.
The Secretary keeps the minutes of the General Assembly and the Board of Directors.
The Treasurer is responsible for the proper financial management of the Association.
In the event that the Chairperson, the Secretary or the Treasurer are prevented from attending, their deputies will take their place.
Two Auditors are elected by the General Assembly for a period of 2 years. Reelection 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.
The Auditors are responsible for the ongoing monitoring of the Association's business and for auditing the financial management of the Association with regard to the correctness of the accounts and the use of funds in accordance with the Articles of Association. The Board of Directors has to submit the necessary documents to the Auditors and to provide the required information. The Auditors have to report to the Board of Directors on the results of the audit.
Legal transactions between Auditors and the Association require the approval of the General Assembly.
15. Court of Arbitration
The Association's internal Court of Arbitration is appointed to settle all disputes arising from the Association's relationships. It is a “Conciliation Board” within the meaning of the Associations Act (Vereinsgesetz) 2002 and not a Court of Arbitration pursuant to §§ 577 et seq. of the Code of Civil Procedure (ZPO).
The Court of Arbitration is made up of three ordinary members of the Association. It is established in such a way that one party to the dispute nominates a member as Arbitrator in writing to the Board of Directors. Upon request by the Board of Directors within seven days, the other party to the dispute shall nominate a member of the Court of Arbitration within 14 days. After notification by the Board of Directors within seven days, the appointed Arbitrators will elect a third ordinary member as Chairperson of the Court of Arbitration within a further 14 days. In the event of a tie, the nominees will be decided by drawing lots. The members of the Court of Arbitration may not belong to any body – with the exception of the General Assembly – whose activities are the subject of the dispute.
The Court of Arbitration decides on the basis of a simple majority of votes after having heard both parties in the presence of all its members. It decides to the best of its knowledge and belief. Its decisions are final within the Association.
16. Voluntary dissolution of the Association
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.
This General Assembly shall also decide on the liquidation of the Association, provided that it has assets. In particular, it has to appoint a Liquidator and decide to whom the Liquidator has to transfer the remaining assets of the Association after covering the liabilities. These assets should, as far as possible and permitted, go to an organization that pursues the same or similar purposes as this Association, otherwise to social welfare purposes.