Statutes

of the Austrian Society for Medical Mycology

§ 1, Name, Registered Office and Field of Activity

1. The name of the association is the Austrian Society for Medical Mycology (ÖGMM).
2. It has its seat in Innsbruck, Schöpfstraße 41, A-6020 Innsbruck and extends its activities throughout Austria.
3. The establishment of branch societies is not intended.

§ 2, Purpose

The purpose of the non-profit organisation is:

1. to promote medical mycology in science and practice
2. to promote cooperation between people involved in medical mycology in the interest of scientific progress
3. the promotion of young scientists from relevant fields, e.g. by awarding travel grants to relevant scientific events.

§ 3, Means of achieving the Objects of the Organisation

1. The purpose of the Association shall be achieved by the non-material and material means mentioned in paragraphs 2 and 3.
2. The non-material means are
   1. Lectures, seminars
   2. educational events, congresses
   3. social meetings
   4. short notices about international congresses, scholarships (mainly by e-mail or via the homepage www.oegmm.at).
3. The necessary material resources will be raised by:
   1. Membership fees and subscriptions;
   2. Proceeds from events, especially seminars and congresses;
   3. donations, collections, legacies and other contributions.

§ 4, Types of membership

1. The members of the Association shall be divided into Ordinary, Associate and Honorary Members.
2. Full members are those who participate fully in the work of the Association. Associate members are those who support the activities of the Association, primarily through the payment of a higher membership fee. Honorary members are persons who are appointed for special services to the Association.

§ 5, Acquisition of membership

1. Any natural or legal person may become a member of the Association.
   However, physicians and scientists working in the field of medical mycology in Austria are a special target group of the Society.
2. The final decision on the admission of full and associate members is made by the Executive Committee.
3. Appointment as an honorary member is made by the General Assembly at the request of the Board.
4. Prior to the constitution of the Association, provisional membership shall be granted by the proposer(s). Such membership shall not become effective until the incorporation of the Association.

§ 6, Termination of membership

1. Membership shall be terminated by death (or, in the case of a legal entity, by loss of legal personality), by voluntary resignation, by cancellation and by expulsion.
2. Resignation is possible at any time. The Executive Committee must be notified at least 3 months in advance.
3. The Executive Committee may terminate the membership of a member if the member is more than six months in arrears with the payment of membership fees despite two reminders. This shall not affect the member's obligation to pay any membership fees due.
4. A member may be expelled from the Association by the Executive Committee for gross violation of the obligations of membership and for dishonourable behaviour. (An appeal against expulsion may be made to the General Assembly, pending its decision).
5. Withdrawal of honorary membership may be decided by the General Assembly at the request of a member on the grounds referred to in paragraph 4.

§ 7, Rights and obligations of members

1. Members shall be entitled to attend all functions of the Association and to use the facilities of the Association. Only Full and Honorary Members shall have the right to vote at General Meetings and to stand for election.
2. The current constitution is available on the Association's website www.oegmm.at and can be viewed by any member.
3. At least one tenth of the members may request the Board to convene a General Assembly.
4. The Board shall inform the members of the activities and financial management of the Association at each General Meeting. If at least one tenth of the members so request, stating the reasons, the Board must also provide such information to the members concerned within four weeks.
5. The Board shall inform the members of the audited accounts. If this is done at the General Meeting, the auditors must be present.
6. 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 shall abide by the Statutes and the decisions of the bodies of the Association. Full and associate members are obliged to pay the admission fee and the membership fees in due time in the amount decided annually by the General Assembly.

§ 8, Organs of the Association

The bodies of the Association are: the General Assembly (§§ 9 and 10), the Executive Board (§§ 11 to 13), the Auditor (§ 14) and the Court of Arbitration (§ 15).

§ 9, General Meeting of Shareholders

1. The Annual General Meeting shall be held annually.
2. An Extraordinary General Meeting shall be held upon
   • A resolution of the Executive Board or the Ordinary General Meeting,
   • at the written request of at least one tenth of the members,
   • at the request of the auditors (§ 21 Paragraph 5 Sentence 1 VereinsG),
   • the decision of an auditor (§ 21 para. 5 Sentence 2 VereinsG, § 11 Para. 2 of these Articles of Association),
   • resolution of a court-appointed trustee (§ 11 para. 3 of these statutes) within four weeks.
3. All members must be invited in writing (preferably by e-mail) to both ordinary and extraordinary General Meetings at least two weeks before the date of the meeting. The General Assembly shall be convened with an agenda. The meeting shall be convened by the Board (para. 1 and para. 2 lit. a - c), by an auditor (para. 2 lit. d) or by a court-appointed trustee (para. 2 lit. e).
4. Motions to the General Meeting must be submitted in writing to the Board of Directors at least three days before the date of the General Meeting.
5. Valid resolutions - with the exception of a motion to convene an Extraordinary General Meeting - can only be passed on items on the agenda.
6. All members are entitled to attend the General Assembly. Only Ordinary and Honorary Members have the right to vote. Each member has one vote. (Legal entities shall be represented by an authorised representative. Voting rights may be transferred to another member by written proxy).
7. The General Assembly is quorate regardless of the number of members present.
8. Elections and decisions of the General Assembly are generally taken by a simple majority of votes. However, decisions to amend the Statutes of the Association or to dissolve the Association require a qualified majority of two thirds of the valid votes cast.
9. The General Assembly shall be chaired by the President or, in his absence, by the oldest Vice-President.

§10, Responsibilities of the General Meeting

The following functions are reserved to the General Assembly:

1. To receive and approve the Annual Report and the Financial Statements with the participation of the Auditors;
2. To decide on the budget;
3. To elect, discharge and remove the members of the Executive Committee and the Auditors;
4. To fix the amount of the subscription and the fees for ordinary and extraordinary members;
5. To confer and revoke Honorary Membership;
6. To decide on appeals against exclusion from membership;
7. To decide on amendments to the Constitution and the voluntary dissolution of the Association;
8. To discuss and pass resolutions on other matters on the agenda;
9. To approve legal transactions between the Auditors and the Association.

§11, The Executive Board

1. The Executive Board shall consist of the President, two Vice-Presidents, the Secretary, the Deputy Secretary, the Treasurer and the Deputy Treasurer. All members of the Executive Board shall be elected by the General Assembly by a simple majority of the votes cast for a term of two years; re-election is possible. Each position on the Executive Board must be held personally.
   In the event of the resignation of an elected member, the Executive Board shall have the right to co-opt another eligible member in his place, subject to subsequent approval at the next General Meeting.
2. In the event that the Board of Directors is unable to perform its duties at all or for an unforeseeably long period of time without its own appointment by co-optation, each auditor is obliged to immediately convene an Extraordinary General Meeting for the purpose of electing a new Board of Directors.
3. If the auditors are also unable to act, any ordinary member who recognises the emergency must immediately apply to the competent court for the appointment of a trustee who must immediately convene an Extraordinary General Meeting.
4. The Executive Board shall be convened in writing or orally by the President or, if the President is unavailable, by a Vice-President (according to age). If they are also prevented from attending for an unforeseeable period of time, any other member of the Executive Board may convene the Executive Board. The Executive Board is quorate if all members have been invited and at least half of them are present. Decisions of the Board shall be taken by a simple majority of votes; in the event of a tied vote, the President shall have the casting vote.
5. The meeting shall be chaired by the President or, in his absence, by the oldest Vice-President present. If the latter is also prevented from attending, the oldest member of the Board of Directors present in terms of age shall chair the meeting.
6. Apart from death and the expiry of the term of office, the function of a member of the Board of Directors ends by dismissal and resignation. The General Meeting may at any time dismiss the entire Board or individual members. The members of the Board of Directors may resign in writing at any time. The resignation must be addressed to the Board or, in the case of the resignation of the entire Board, to the General Meeting. The resignation shall not take effect until a successor has been elected or co-opted.

§ 12, Responsibilities of the Executive Board

The Executive Board is responsible for the management of the Association. It is the 'managing body' within the meaning of the Associations Act 2002 and is responsible for all matters not delegated to another body of the Association by the Constitution. In particular, it is responsible for the following matters:

1. Establish an accounting system appropriate to the needs of the Association, including the ongoing recording of income and expenditure and the maintenance of an inventory of assets as a minimum requirement, the preparation of the annual budget and the preparation of the annual report and accounts;
2. Preparation and convening of the General Meeting in the cases of § 9 para. 1 and 2 lit. a - c of these Articles of Association;
3. Management of the Association's assets;
4. Admission and exclusion of ordinary and extraordinary members of the Association;
5. Admission and dismissal of employees of the Association.

§ 13, Special duties of individual members of the Executive Board

1. The President shall be the chief officer of the Association. He shall be responsible for the representation of the Association, in particular vis-à-vis the authorities and third parties. He manages the day-to-day business of the Association and chairs the General Assembly and the Executive Board. In the event of imminent danger, he shall also be empowered to take independent decisions on his own responsibility in matters falling within the remit of the General Assembly or the Executive Board, subject to the subsequent approval of the appropriate body of the Association.
2. The President and the two Vice-Presidents shall, if possible, come from all three Austrian Medical Faculties (Vienna, Graz, Innsbruck). In order to achieve a broader decision-making process, the President shall, notwithstanding paragraph 1, discuss important matters in advance with the two Vice-Presidents.
3. The Secretary shall assist the President and Vice-Presidents in the management of the affairs of the Association. He shall be responsible for keeping the minutes of the General Assembly and of the Board of Directors.
4. The Treasurer shall be responsible for the proper financial management of the Association.
5. Written documents and notices of the Association, in particular documents binding the Association, shall be signed by the President and the Secretary or, if they concern financial matters, by the President and the Treasurer jointly.
6. Legal authority to represent the Association externally or to sign on its behalf may only be granted by the members of the Executive Board referred to in paragraph 2.
7. Legal transactions between members of the Executive Board and the Association shall require the approval of another member of the Executive Board.
8. In the absence of the President, the Vice-Presidents and the Secretary, Treasurer and their Deputies shall act as President.

§ 14, The auditors

1. The two Auditors shall be elected by the General Assembly for a term of two years. Re-election is possible. The Auditors may not belong to any body, other than the General Assembly, whose activities are the subject of the audit.
2. The Auditors shall be responsible for the ongoing supervision of the business and the auditing of the financial statements. They shall report to the General Meeting on the results of their audit.
3. In all other respects, the provisions of Article 11 para. 6 shall apply mutatis mutandis to the Auditors.

§ 15, The Court of Arbitration

1. The Association's internal arbitration tribunal is appointed to settle all disputes arising from the Association's relations. It is a "conciliation body" within the meaning of the Associations Act 2002 and not an arbitration tribunal within the meaning of §§ 577 ff ZPO.
2. The Arbitral Tribunal shall be constituted in such a way that one of the parties to the dispute shall nominate a member of the Executive Board as arbitrator. Upon request by the Executive Board within seven days, the other party to the dispute shall nominate a member of the Arbitral Tribunal within fourteen days. Upon notification by the Executive Board within seven days, the nominated arbitrators shall, within a further 14 days, elect a third Ordinary Member to act as President of the Arbitration Tribunal. In the event of a tie, the nominees shall be chosen by lot. The members of the Arbitration Tribunal shall not be members of any body, other than the General Assembly, whose activities are the subject of the dispute.
3. The arbitration tribunal shall make its decision by a simple majority of votes after hearing both parties and in the presence of all its members. It shall decide to the best of its knowledge and belief. Its decisions shall be final within the Association.

§ 16, Voluntary dissolution of the association

1. The voluntary dissolution of the Association can only be decided by a General Assembly and by a two-thirds majority of the valid votes cast.
2. The General Assembly shall also decide on the liquidation of the Association, if there are any assets. In particular, it shall appoint a liquidator and decide to whom the liquidator shall transfer the remaining assets of the Association after covering the liabilities. In the event of the dissolution of the Association or the cessation of the favoured purpose of the Association, the remaining assets of the Association shall be used for non-profit, charitable purposes within the meaning of §§ 34 ff. of the Austrian Tax Code (Abgabenordnung). If these conditions are met by the Austrian Society for Hygiene, Microbiology & Preventive Medicine, the assets of the Association shall be transferred primarily to this Society.