Imprint

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Austria stands with Ukraine

Abbreviation: ASWU

Legal form: Association

Company Registration No.: ZVR-Zahl 1542823783

Registered office: Obere Donaustrasse 21/2/13, A-1020 Vienna

Headquarters: Boesendorferstrasse 1/1/18, A-1010 Vienna.

Board of Directors:

Maximilian Oberbauer - President / Founder

Giorgi Tabachnik - Vice President

Fülöp Sovarga - General Secretary / CEO

Kateryna Sovarga - Vice General Secretary

Oleksandra Khrebtovich - Cashier

Statutes of the Association

1. Preamble

(1.1) These are the statutes which are adopted for the establishment and management of the association Austria stands with Ukraine.

(1.2) The name of the association is: Austria stands with Ukraine

2. Purpose of the Association

(2.1) The purpose of the Association is to alleviate the human suffering caused by the invasion of Russian troops in Ukraine through relief measures. All aid measures taken by the Association serve exclusively charitable and benevolent purposes.

The main recipients of the aid measures (beneficiaries) shall be persons whose lives have been severely damaged in their ordinary course; in particular, those who have been made homeless by the war and have had to flee. Relief actions consist in particular in the organization of the delivery of goods of all kinds, such as food, clothes, medicines or similar.

The association also plans to cooperate with partner associations in Ukraine in order to help in the construction of emergency quarters for refugees or people made homeless by war damage.

It is also the aim of the association to collect donations, through which the planned humanitarian purposes will be realized.

All purposes of the association are those described in EstG § 4a. (3); in particular the fight against poverty and need mentioned there. Other purposes are not the object of the Association.

(2.2) The activities of the Association are not aimed at profit. There are no financial inflows for its members, or similar monetary benefits. All assets are so dedicated. This also applies to the assets arising in the event of dissolution (see: 13.3).

(2.3) An extension of the activities mentioned in (2.1) is possible in any case, as long as these do not deviate from the general purpose of the association (humanitarian aid), but only change its execution.

3. Members of the Association

(3.1) The association consists of its members.

The essential object of membership is to realize the purposes mentioned in (2.1), i.e. to organize assistance, to collect donations or the like.

(3.2) Only natural persons can be members of the Association. Such a person joins by (a) declaring his/her will to join, and (b) having this declaration of will approved by the Board.

(3.2.a) Members of the Association who merely wish to support the Association, but do not wish to become active in it themselves, may be accepted as extraordinary members or sponsors.

For this purpose, a resolution of the Board is necessary in each case.

The rights and duties of a member mentioned in the following (3.3 - 3.10) do not apply to these (3.2.a).

(3.3) The Board is entitled to charge a membership fee. This fee shall be determined by resolution of the Board on the proposal of the President of the Association and shall be collected by the Treasurer of the Association.

(3.4) A membership expires by (a) death, (b) resignation, (c) cancellation, or (d) exclusion of the member.

(3.5) If the death of a member (see: 3.4.a) is brought to the attention of the Board, the Board shall record the termination of membership in the list of members of the Association. If the death of a member is suspected due to his permanent absence, the board can also bring about the termination by resolution.

(3.5) Each member can declare his resignation to any of the executive bodies of the Association. These have to take note of those and to inform the executive committee.

(3.6) A member can be deleted from the list of members by decision of the Board.

The deletion is to be requested by the treasurer, if the treasurer determines that a member is more than four months in arrears with the payment of membership fees, joining fees or other payment obligations to the association despite two written reminders.

The member must be given the opportunity to comment before being removed. A separate hearing of the member before the deletion by the board is not required. The member may not offset any outstanding claims of the Association against any counterclaims of the member.

(3.7) Any member may apply to the Board for the exclusion of another member. The Board can exclude members if they (a) behave in a grossly immoral manner, (b) act in a manner detrimental to the reputation of the Association, or (c) violate the Statutes.

The board has to decide on the exclusion with an aggravated majority of two thirds of its members.

The member must be given the opportunity to comment before being expelled.

(3.8) All members have the right (a) to participate in the general meetings, and (b) to vote in the elections held there. Each member shall have one vote. All votes shall count equally.

(3.9) All members have the active and passive right to vote.

Excluded from this are the extraordinary or other members, sponsors or the like described in (3.2.a).

(3.10) Members are obliged to promote the interests of the Association to the best of their ability and to refrain from doing anything that harms the reputation and purpose of the Association. They have to observe the statutes of the association and the decisions of the organs of the association.

(3.11) Members are obligated to pay the membership fee and the respective membership dues on time in the amount decided annually by the Board.

A resignation (3.5) does not entitle to any reclaim of the already paid membership fee.

(3.12) If the Board has decided on amounts or similar benefits for extraordinary members, the rules laid down in (3.11) shall apply to them mutatis mutandis.

4. Organs of the Association

(4.1) Organs of the Association (in the sense of § 5. (1) VereinsG) are (a) the General Assembly, (b) the Board and (c) the Auditors.

(4.2) Additionally (in the sense of § 8. (1) VereinsG) there is the arbitration court.

5. The general meeting

(5.1) An ordinary general meeting shall be held in each calendar year. It is the responsibility of the President to convene it.

(5.2) An extraordinary general meeting can take place at any time by decision of the board.

(5.3) An extraordinary general meeting must also be called if (a) at least one tenth of the members or (b) both auditors request it.

The Board shall convene such a meeting within six weeks of receipt of the request.

(5.4) All members must be invited in writing to both ordinary and extraordinary general meetings at least two weeks before the date. The convening of the general meeting shall include a provisional agenda.

(5.5) The President shall convene the General Assembly. He has to send the agenda to the members and to inform them about everything else necessary (time, place etc.).

(5.6) One tenth of the members may add further items to the agenda.

(5.7) Valid resolutions can only be passed on the agenda.

(5.8) Resolutions to amend the statutes of the Association or to dissolve the Association must be passed by a qualified majority of two thirds of the valid votes cast.

(5.9) The following tasks are reserved for the General Assembly:

Acceptance of the annual reports and discharge of the board of directors

Election and dismissal of the members of the board as well as the approval of the co-optation of board members by the board and the election and dismissal of the auditors

Adoption of resolutions on the amendment of the Articles of Association as well as on the dissolution of the Association

Consultation and passing of resolutions on other questions and matters on the agenda.

6. The Executive Board of the Association

(6.1) The Executive Board is responsible for the management of the Association. It is responsible for all tasks that are not assigned to another organ of the Association by the Statutes.

(6.2) The Board consists of (a) the President (b) the Vice President (c) the General Secretary and (d) the Cashier of the Association.

(6.3) The Board is elected by the General Assembly of the Association and can propose to the General Assembly to extend the Board by additional members.

(6.4) The term of office lasts until the next ordinary General Assembly.

(6.5) The Board can propose changes to the Statutes to the General Assembly. Should such a change have an influence on the tax privileges, it shall submit the notification provided for in § 41 Abs BAO to the competent tax office within one month.

(6.6) In particular, the Board has the task:

to develop proposals for the activities of future years

To take note of reports on the activities of past years, and to discuss them.

To determine the amount of membership fees.

To effect the admission and expulsion of members of the Association.

To maintain a membership list.

To assist the Secretary General in carrying out his duties, to receive his reports, and to vote on their implementation.

(6.7) Meetings of the Executive Board are called by the President or, if the President is unable to attend, by the Deputy President. This can be done in writing or orally and has to be done at least one week before the date of the meeting. If the deputy is also prevented for an unforeseeably long period of time, any other member of the board may convene the board.

(6.8) The Executive Board has a quorum if all its members have been properly invited and at least two of them are present. It shall pass its resolutions by a simple majority of votes; in the event of a tie, the chairman shall have the casting vote.

A member of the Executive Board may be represented by another member of the Executive Board.

(6.9) Membership of the Executive Board shall expire (a) upon the death of the member, (b) upon expiry of the term of office, (c) upon resignation or (d) upon removal.

(6.10) A member of the Executive Board can be temporarily relieved of his function by a resolution of the majority of the Executive Board. An extraordinary general meeting shall then be convened within four weeks, at which they shall vote on that resolution.

(6.11) The members of the board can declare their resignation in writing at any time. The declaration of resignation shall be addressed to the Executive Board, or in the case of resignation of the entire Executive Board, to the General Meeting.

7. The President

(7.1.) The President is the person who has been elected as such by the members of the Association.

(7.2.) He/She is (see: 6.2) a member of the board.

(7.3) He/She is responsible for the management of the Association. All activities related to this task are to be set and carried out by him/her. In particular, He/She shall (a) represent the Association externally, and (b) preside at all Board and General Meetings.

(7.4) He/She shall (a) in his/her absence, or (b) by arrangement, be assisted by the Vice President in all her functions.

(7.5.) Specifically, he/she shall be charged with negotiating and supervising all long-term commitments and projects of the Association. He/She coordinates the actions of the Association with the Secretary General and the Auditors. In this respect, she/she is obliged to provide information to the auditors.

(7.6) It is in particular his/her task to represent the activities of the Association towards authorities, sponsors and the like.

8. The Vice President

(8.1) The Vice-President is the person who has been elected as such by the members of the Association.

(8.2.) He/She is (see: 5.2) a member of the Board.

(8.3) He/She is responsible for nominating the members of an arbitration court in case of disputes.

(8.4) He/She represents the President in all his/her actions and tasks, if he is prevented or indispensable, and succeeds him/her immediately in case of his/her resignation during a term of office.

(8.5) He/She shall take minutes at all meetings of the Board and of the members, and manage all other documentation.

9. The General Secretary

(9.1) The Secretary General is the person who has been elected as such by the members of the Association.

(9.2) He/She is (see: 5.2) a member of the Board.

(9.3) His/Her task is the pursuit of the purposes of the Association (see 2.1), in particular (a) collecting donations and (b) procuring, transporting and producing relief goods or services. He/She has to take all necessary actions, and is authorized to represent the association in so far as it is necessary for the completion of these tasks, to make declarations of intent for the association and to bind it contractually.

In this function he/she has to cooperate with the treasurer and the president.

(9.4) He/She has to report regularly to the board about her actions.

(9.5) He/She is obliged to give information to the auditor.

10. The Cashier

(10.1) The Cashier is the person who has been elected as such by the members of the Association.

(10.2) He/She is (see: 5.2) a member of the board.

(10.3) He/She shall be responsible for (a) keeping the books, (b) financial affairs and in particular for ensuring the charitable nature of all expenditures of the Association.

He/She shall take all actions necessary for this purpose and shall be entitled to represent the Association externally, to make declarations of intent on behalf of the Association and to enter into contractual obligations in so far as this is necessary for the performance of these tasks.

(10.4) He/She shall report regularly to the Auditors on its activities.

(10.5) He/She shall assist both the President and the Secretary General in the performance of their duties.

11. The Auditors

(11.1) Auditors are those (two) persons who are elected as such by the members of the Association.

(11.2) The Auditors shall audit 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 within four months of the preparation of the income and expenditure account or the annual financial statements.

Quarterly interim audits shall also be carried out.

(11.3) The President, General Secretary and Cashier shall submit all necessary documents to the auditors and provide all necessary information. The auditors shall report to the General Assembly on the results of the audit. The auditor's report must confirm the correctness of the accounts and the use of funds in accordance with the statutes, or point out any deficiencies in management that have been identified or any risks to the existence of the Association. Furthermore, insider dealings as well as unusual income or expenditure must be pointed out.

(11.4) If the Association is required by law to appoint an auditor, the auditor shall assume the duties of the auditors. This shall also apply in the event of a voluntary audit.

(11.5) Should the President require a separate audit, presentation or confirmation of the financial conduct for an application or something comparable, these are to be prepared by the auditors in the same timely manner.

12. Arbitration Court

(12.1) In all disputes arising from the association relationship the arbitration court decides.

(12.2) The Court of Arbitration is composed of three persons who do not have to be members of the Association. The members of the court of arbitration may not belong to any body - with the exception of the general meeting - whose activities are the subject of the dispute.

(12.3) The members of the Arbitration Court are selected by the Vice President of the Association. Should the latter be part of the dispute, then one member shall be chosen by lot to take over the duties of the Vice-President in this matter.

(12.4) The Court of Arbitration shall first attempt conciliation; if conciliation is not possible, it shall have the authority to decide the dispute.

(12.5) The arbitral tribunal shall reach its decision with a simple majority of votes in the presence of all its members. The parties to the dispute shall be given the opportunity to make oral or written submissions on the subject matter of the dispute. The arbitral tribunal may, if it deems it expedient, schedule an oral hearing with the participation of the parties to the dispute. It shall decide to the best of its knowledge and belief. The chairman of the arbitral tribunal shall be responsible for issuing the decision, which shall in any case contain a statement of reasons. The decisions of the arbitration court are final within the association.

13. Dissolution of the Association

(13.1) The voluntary dissolution of the Association can only be decided in an ordinary or extraordinary General Meeting, which already expressly includes this agenda item in the invitation, and with a majority of two thirds.

(13.2) The general meeting must also decide on liquidation. Unless the General Assembly decides otherwise, the Secretary General and the President shall be liquidators with power of representation.

(13.3) In the event of the (voluntary or official) dissolution of the Association or in the event of the discontinuation of the beneficiary purposes, the remaining assets must be used for donor-benefited purposes in accordance with § 4a para. 2 no. 3 lit a EStG (Income Tax Act).

It can be transferred by resolution of the General Meeting to a non-profit organization within the meaning of §§ 34 ff BAO (which has a purpose that corresponds or at least comes close to the purpose of the Association within the meaning of point 2. of the Articles of Association) with the condition that these assets are used exclusively for non-profit purposes within the meaning of §§ 34 ff BAO.