Statutes of the Association  

1.1         The association bears the name

 “aed  – Agentur für wirtschaftliche Zusammenarbeit und Entwicklung”

 (“aed – Agency for Economic Cooperation and Development”).

1.2         The association has its seat in Vienna and its activities extend to the entire Austrian territory, to the member states of the European Union and candidates for accession as well as to all cooperation partners of the EU.

1.3         The association is entitled to establish branch associations as and if required, to found partnerships and corporations and to acquire stakes in such partnerships and corporations.

2.1         The association’s activities, which are not aimed at making a profit and are to be regarded as non-commercial, include:

2.1.1      the acquisition, implementation and coordination of national and international (funded) projects, in particular on behalf of the public sector as a “mandated body”, subcontractor and/or service provider for its members from the public administration, as well as in the scope of possible EU-grants and EU-twinning projects,

2.1.2      the support of states, institutions, legal entities and natural persons in setting up efficient administrations and structures and in harmonisation with the existing body of EU law,

2.1.3      the promotion of the economy and development,

2.1.4      the promotion of international relations –also and in particular in economic and cultural terms,

2.1.5      the promotion of education and training as well as research and development,

2.1.6      the export of Austrian and the import of international best practice models from the administration and the economy,

2.1.7      the improvement of Austria as a business and labour location,

2.1.8      the support and representation of members in the acquisition, implementation and coordination of projects.

3.1         The purpose of the association is achieved through the following activities:

3.1.1      the acquisition, implementation and coordination of projects,

3.1.2      the assumption of project executions,

3.1.3      the information, mobilisation and support of participants in international projects, also and in particular in the programmes of national and international donor institutions,

3.1.4      the assumption of tasks outsourced from the public administration,

3.1.5      the establishment and management of the association’s own partnerships and corporations as well as stakes and memberships in third-party corporations and institutions to achieve the association’s purpose.

3.2         The instruments used are:

3.2.1      sufficiently large and appropriately equipped office premises for implementing and servicing the association’s tasks, in particular in the area of operational and logistical implementation and financial management of the projects,

3.2.2      human and technical resources and expertise provided by the members,

3.2.3      acquisition of further experts, support to and networking of cooperation partners,

3.2.4      initiation and intensification of contacts between administrations and the economy,

3.2.5      information, events and reports,

3.2.6      establishment of a database,

3.2.7      membership and stakes in associations, corporations and other institutions with synergetic, similar or identical objectives.

3.3         The material resources required to achieve the purpose of the association may be raised through membership fees, contributions intended to cover costs from project and funding settlements, revenues from events and publications, revenues from stakes and memberships in corporations and other institutions, private and public grants, revenues from performance agreements and other contributions and activities.

4.1         The members of the association consist of full, special and honorary members.

4.2         Full members are members who are entitled to vote and who participate fully in the work of the association. Special members are members who support the activities of the association, in particular by paying a higher membership fee, by making other financial contributions or by contributing benefits in kind or specific expertise towards achieving the purpose of the association. Honorary members are individuals appointed in recognition of meritorious service to the association.

5.1         The membership of the association is open to natural and legal persons. Membership is acquired upon admission as a member.

5.2         The executive board decides on the admission of full and special members. Admission may be declined without stating a reason.

5.3         Honorary members are appointed by the general assembly at the request of the executive board.

6.1         The membership is terminated by death, by loss of legal personality, by voluntary resignation, by exclusion and by revocation of honorary membership status.

6.2         Resignation can only become effective as of 31 December of each year. The resigning member must notify the executive board in acknowledged writing at least one month in advance. If such notification is not made in time, the resignation only takes effect on the next resignation date. The date of receipt by mail determines the timeliness.

6.3         The executive board may exclude a member if he violates his obligations despite at least two written warnings or if the continuation of his membership harms or seriously jeopardises the reputation, progress or purpose of the association. The above notwithstanding, founding members may only be excluded from the association by a unanimous vote of the general assembly. Founding members are members who have been admitted not later than by the 12th meeting of the executive board. Before taking the decision to exclude a member, the executive board must give this member the opportunity to be heard. An appeal against exclusion may be submitted to the arbitration panel. The rights of the member threatened with exclusion are suspended until the arbitration panel has reached its decision.

6.4         The revocation of honorary membership may be decided by the general assembly upon a motion of the executive board for the reasons set out in § 6.3.

7.1         The right to vote in the general assembly as well as the right to stand for election is only granted to full and honorary members. Unless otherwise provided for in the articles of association, they each have one vote.

7.2         The federation as a member of the association – in contrast to the other members, whose representatives each have one vote at the general assembly – has as many votes at the general assembly as all other members entitled to vote together plus one vote. The membership rights of the association are exercised by representatives authorized by the federation. In addition, one representative of each federal ministry that has declared its participation in the association to the executive board in written may participate in the general assembly without voting rights, whereby the term “federal ministry” is to be understood in the sense of the federal act on the number, scope and establishment of federal ministries, Federal Law Gazette no. 76/1986 (federal ministries act 1986 – BMG) in the respective valid version. 

7.3         Members are entitled to participate in all events of the association and to use the facilities of the association.

7.4         Members are obliged to promote the interests of the association to the best of their ability and to refrain from any action that could harm the reputation and purpose of the association. They must observe the articles of association and the resolutions of the bodies of the association. Ordinary and special members are obliged to pay membership fees punctually and, in the amount, decided by the general assembly.

7.5         Members may exercise their membership rights in person and by proxy.

8.1         The bodies of the association are the general assembly (see § 10), the executive board including the management (see §§ 11 and 12), the control commission (see § 13) and the arbitration panel (see § 16).

9.1         All bodies of the association meet when convened by their chairperson.

9.2         If the chairperson is unable to attend, a first deputy, if appointed, represents him; if the first deputy is also unable to attend, a second deputy, if appointed, represents him. If the second deputy is also unable to attend and in the event that no deputy has been appointed, the oldest member by date of birth of the body concerned who is able to attend represents the chairperson.

9.3         The quorum of a body is given if all members have been duly invited and at least half of the members entitled to vote (determined according to the votes to which they are entitled) are present or represented unless the articles of association provide otherwise.

9.4         The chairperson or his deputy (in accordance with § 9.2) opens, chairs and closes the meeting.

9.5         Resolutions and elections are decided by a simple majority of those present and entitled to vote unless the articles of association provide otherwise. In the event of a tie, the chairperson or his deputy (in accordance with § 9.2) has the casting vote.

9.6         Resolutions are in any case passed by open voting. Elections are held by secret voting at the request of one third of the votes of the eligible voters present.

9.7         Re-elections are admissible. Unless otherwise provided for in the articles of association, the respective term of office is determined on the occasion of the election of a body.

9.8         The function of a member of a body of the association is terminated by death, loss of legal personality, expiry of the term of office, through dismissal, through resignation, and revocation of honorary membership.

9.9         The removal of an elected body is carried out mutatis mutandis in accordance with the provisions of the election of that body. Any member of a body may resign from a function at any time. The declaration of resignation must be addressed to the chairperson of the respective body, in the case of the resignation of the chairperson of a body to the chairperson of the body electing or appointing him, and in the case of the resignation of the entire executive board or the entire management to the general assembly.

Co-optations are executed by the respective body. If a member of a body resigns during the term of office, a substitute member is elected or appointed without delay for the remainder of the term of office.

9.10       Unless provided otherwise by the articles of association, each member of a body of the association has one vote. The assignment of voting rights to a (full) member or a representative of a (full) member by special proxy is permissible. Each (full) member or a representative of the (full) member may, by such proxy, vote for a maximum of seven other members in addition to its own vote.

9.11       All matters not covered by § 9.12, which are reserved for resolution by the general assembly and which exclusively affect the federation or its interests, may only be carried out after prior consultation with the representative of the federation entitled to vote at the general assembly.

9.12       The application for projects or the initiation of the implementation of projects without an application, in which a participating federal ministry or several participating federal ministries is/are directly involved, requires prior consultation with and approval by the representative(s) (point 7.2, third sentence) attending the general assembly of the participating federal ministry(-ies) that is/are to be directly involved in the respective project. Equivalent to the above is consultation with and approval by the competent representative(s) of the participating federal ministry(-ies) designed to be directly involved in the respective project. These responsible persons/representatives have full authority to inspect and issue instructions to the management of the association and its executive board in the respective matter regarding to the entire activity of the association related to the specific project, whereby instructions must be given in written in order to become legally valid.

9.13       Unless otherwise decided by the body concerned, the meetings of the bodies are not public. They may also be held online, while preserving the rights of the respective members of the body and applying mutatis mutandis the regulations applicable to the rest of the meeting, if the chairperson of the body orders this in due time. An online general assembly requires a resolution of the executive board and, if applicable, the establishment of rules of procedure for the online general assembly, taking into account the provisions of the virtual shareholders’ meeting act.

9.14       Guests and experts may be invited to the meetings of organs if the chairperson so orders or if this is decided by the organ with a simple majority.

9.15       The activities of the general assembly, the control commission, the auditor and the arbitration panel are carried out on an honorary basis; the expenses may be reimbursed.

9.16       Communications between the association, its bodies and its members are made in written to the last addresses notified to the management. Communications by email are effective unless the respective member has raised an objection to the management by acknowledged writing.

9.17    Where gender-specific differentiations are not made in the articles of association and other documents of the association, the feminine and masculine forms apply mutatis mutandis.

10.1       The ordinary general assembly is held once a year.

10.2       A special general assembly is held within four weeks upon resolution of the executive board, the ordinary general assembly or upon a reasoned request in written of at least 10 percent of the members entitled to vote.

10.3       All members must be invited in written to both the ordinary and special general assembly at least two weeks before the scheduled date. The convocation of the general assembly has to include the proposed agenda. The convocation is executed by the executive board.

10.4       Invitations for the general assembly must be submitted in written to the management board at least five working days before the date of the general assembly.

10.5       Valid resolutions – except resolutions on a motion to convene a special general assembly – can only be passed through the agenda.

10.6       All members are entitled to participate in the general assembly.

10.7       The general assembly has a quorum if at least as much as representatives are present or legally represented who represent half of the votes entitled to participate and pass resolutions. If the general assembly is not quorate at the appointed time, the general assembly will be held 15 minutes later with the same agenda. The general assembly will then be deemed quorate irrespective of the number of present members entitled to vote.

10.8       Elections and resolutions at the general assembly generally require majority of votes. However, resolutions to amend the articles of association, the orientation or the principles of the operational activities of the association or to dissolve the association require a qualified majority of two thirds of the valid votes cast.

10.9  The general assembly assumes the following tasks:

10.9.1   appointment of honorary members, revocation of honorary memberships and exclusion of founding members,

10.9.2   election and removal of the president and up to two vice-presidents as well as two to three other members of the executive board, whereby the federation has the right to propose either the president or one of the vice-presidents by a simple majority of votes,

10.9.3   appointment and revocation of the appointment of the members of the control commission,

10.9.4   establishment of an advisory board upon a proposal from the executive board,

10.9.5   election of the auditor or statutory auditor upon a proposal from the executive board – in the event that a control commission is established, the proposal is made by a representative of a participating federal ministry (item 7.2., third sentence),

10.9.6   amendments to the articles of association,

10.9.7   determination of membership fees,

10.9.8   approval of the annual report and the financial statement,

10.9.9   resolution of the annual budget,

10.9.10 voluntary dissolution of the association.

11.1       The executive board consists of the president, up to two vice presidents and two to three other members of the executive board.

11.2       The members of the executive board are elected for a term of five years.

11.3       The executive board is convened at least quarterly as well as within four weeks upon a reasoned written request to the president by one third of the members entitled to vote on the executive board.

11.4       The adoption of resolutions of the executive board in written form among absent members (resolution by circulation) is admissible if the adoption of the resolution is ordered by the president with notification of the detailed rules (deadline for response, in written/postal/electronic etc.). In this case, a resolution is validly passed as soon as a simple majority of the executive board members has given its consent. The right of dissolution according to § 9.5, second sentence, does not apply to circular resolutions. Further details on circular resolutions may be laid down in the rules of procedure (§ 11.6.2).

11.5       The executive board is obliged to the association to comply with all restrictions that have been stipulated in the articles of the association, the rules of procedure or by resolution of the general assembly, in particular to comply with the instructions given within the framework of the federal government, granted to the association.

11.6       The executive board assumes the following tasks:

11.6.1   the execution of the duties of the association to the extent that these are not reserved to another body in accordance with the articles of association, and the adoption of related guidelines,

11.6.2   the adoption of rules of procedure for the management, if required for the executive board, and if necessary for an online general assembly,

11.6.3   the admission and exclusion of members of the association in accordance with §§ 5 and 6, unless the issue falls within the competence of the general assembly,

11.6.4   if required, the proposition to the general assembly for the establishment of an advisory board and, in that case, appointment and dismissal of the members of the advisory board,

11.6.5   the proposal of the election of the auditor or statutory auditor to the general assembly – in the event that a control commission has been established, this proposal is made by a representative of a participating federal ministry (item 7.2., third sentence),

11.6.6   the convention of the ordinary and special general assembly including the determination if it is to be held online,

11.6.7   the stipulation of expense allowances for members of the association’s bodies,

11.6.8    the appointment and dismissal of the managing directors,

11.6.9    the approval of transactions of the management requiring consent. 

12.1       The management consists of one or two managing director(s), who are appointed and dismissed by the executive board, whereby one member of the executive board may also be entrusted with the function of the managing director. If only one managing director is appointed, he has the sole power of representation vis-à-vis third parties. If two managing directors are appointed, they are authorised to represent the association jointly, unless the executive board expressly grants individual power of representation. Internally, in any case of sole representation, any act of representation concerning a transaction requiring consent according to § 12.9 requires the countersignature of a member of the executive board.

12.2       The managing directors may be employees of the association, conduct the operational business of the association on behalf of the general assembly and the executive board and are responsible to them. The association is entitled to and bound by the legal transactions concluded by the management in the name of the association.

12.3       The management is responsible for the legal representation of the association in court, the management of the office as well as issuing statements to the bodies of the association. The management is entitled to represent the association in the exercise of its function outside of court and to conclude legal transactions.

12.4       The management is obliged towards the association to comply with all limitations that have been set for the scope of its authority in the articles of association, the rules of procedure, by resolution of the general assembly or the executive board, in particular to comply with the instructions issued within the scope of the authority granted to the federal government.

12.5       The management reports in written to the general assembly once a year, and to the executive board at least once every quarter, or at shorter intervals if requested by the executive board, on the course of the association’s business in comparison with the annual budget, also taking into account future developments. In case of a significant event, a report must be submitted to the executive board promptly (special report).

12.6       More detailed provisions on responsibilities and powers of representation may be laid down in the rules of procedure.

12.7       Communications to the management must be sent to the address of the association.

12.8       The management assumes in particular the following tasks:

12.8.1   the management of the operational business of the association,

12.8.2   the preparation of the resolutions of the executive board as well as of the general assembly, in particular drafting the agenda,

12.8.3   the preparation of the business plan including the planning for the expected expenditure,

12.8.4   the drafting of the annual budget, the annual report and the financial statement, as well as the arrangement for the audit of the financial statement by the auditor,

12.8.5   the management of the association’s assets and participations held by the association,

12.8.6   the keeping of the minutes of the general assembly and the meeting of the executive board,

12.8.7   the bookkeeping of the association.

12.9            Notwithstanding the powers of external representation, the following transactions require the prior consent of the executive board:

12.9.1    the acquisition and sale of participations (§ 189a Z 2 UGB) as well as the acquisition, sale, and closure of companies and businesses,

12.9.2    the acquisition, disposal and encumbrance of real estate, unless this is part of ordinary business operations,

12.9.3    investments exceeding an acquisition cost of EUR 20,000.00 individually or EUR 50,000.00 in total in one business year,

12.9.4    the raising of bonds, loans and credits,

12.9.5    the granting of loans and credits, unless they are part of ordinary business of the association,

12.9.6    the establishment of general principles of the association policy,

12.9.7    the determination of principles concerning the granting of bonuses and pension commitments to directors and executive employees according to section 80(1) of the Stock Corporation Act 1965,

12.9.8    the conclusion of contracts with members of the executive board by which they undertake to render a service to the company or a subsidiary (§ 189a Z 7 UGB) outside their activity on the executive board in return for remuneration that is not merely insignificant. This also applies to contracts with companies in which a member of the executive board has a significant economic interest,

12.9.9    the conclusion of legal transactions involving an obligation of the association exceeding EUR 100,000.00, unless these are included in an approved budget or are fully covered by a subsidy or service agreement directly granted for this purpose,

12.9.10 the conclusion of legal transactions that obligate the association to make payments for a period of more than two years without notice, provided that the total obligation exceeds an amount of EUR 100,000.00 until the earliest possible notice of termination,

12.9.11 the assumption of projects insofar as these exceed a volume of EUR 300,000.00 individually,

12.9.12 the passing of resolutions or related instructions in the general assembly of subsidiaries.

12.10     The management is obliged to ensure that binding regulations (catalogue of certain acts and transactions) in the sense of the above approval requirements are also made in the subsidiaries.

12.11     In the rules of procedure for the management, which may be adopted by the executive board or in other resolutions, further transactions may be subject to the prior approval of the executive board and/or (stricter) approval requirements may be stipulated.

13.1       If and as long as it is a member of the association, the federation shall be entitled to appoint a representative as a person authorized to supervise and issue instructions, who shall have the right to inspect and issue instructions to the management and the executive board of the association with regard to the association’s activities.

13.2       In addition, a control commission is established, consisting of three natural persons who are appointed by the general assembly for a term of office of five years.

13.3       Only individuals who have been nominated by a federal ministry participating on behalf of a representative of a participating federal ministry (item 7.2., third sentence) and who are not members of another body of the association during the period to be examined may be appointed as members of the control commission.

13.4       At the control commission’s constituent meeting, its members elect the chairperson and his deputy among themselves.

13.5       With the exception of the arbitration panel, all members and bodies of the association are obliged to make available to the control commission all records and documents it requests and to support its work.

13.6       Resolutions of the control commission may be passed in written among absent members (resolution by circulation), if the adoption of the resolution is unanimous or, if needed, also as a majority resolution in case all control commission members agree to a resolution in written. 

13.7       The control commission assumes the following tasks:

13.7.1   the ongoing structural supervision of the association’s activities,

13.7.2   the monitoring of the management of the association,

13.7.3   the reporting of results to the general assembly.

14.1       If required, the general assembly may establish an advisory board upon a proposal of the executive board, consisting of up to 50 members.

14.2       The members of the advisory board are appointed by the executive board for a period of 5 years. Only natural persons who enjoy an excellent reputation in their field of expertise can be appointed as members of the advisory board.

14.3       Members of the advisory board may be revoked or resign at any time.

14.4       The members of the advisory board elect a president from among themselves at their constituent meeting.

14.5       Advisory board meetings are convened by the president of the advisory board as required.

14.6       The advisory board in particular assumes the following tasks:

14.6.1   the provision of advisory support to the association’s bodies in the fulfilment of the association’s tasks through the expertise of the advisory board members.

15.1       In the event that the association meets the requirements for the appointment of an auditor pursuant to the Associations Act, Federal Law Gazette No. 66/2002 (VerG 2002), section 22 subsection 2, as amended, the auditor performs the statutory audit. The statutory auditor/auditor examines the management of the association, specifically with regard to the correctness of the accounts and the use of the association’s funds in accordance with the articles of association, and submits a report to the general assembly.

15.2       The auditor and statutory auditor are elected for a term of two years.

16.1       The internal arbitration panel is appointed to settle all disputes arising from within the association relationship.

16.2       The arbitration panel is composed of three full members of the association. It is constituted as follows: one party to the dispute nominates a member as arbitrator in written to the executive board. Within seven days the executive board requests the other party to the dispute to nominate a member of the arbitration panel within fourteen days. The executive board notifies within seven days after notification the nominated arbitrators and they elect a third full member as chairperson of the arbitration panel within a further fourteen days. In the event of a tie, the nominee for chairperson is decided by lot.

16.3       The arbitration panel reaches its decision by a simple majority of votes in the presence of all its members. It decides to the best of its knowledge and belief. Its decisions are final within the association.

17.1       The voluntary dissolution of the association may only be decided at an special general assembly convened for this purpose.

17.2       In the event that the association keeps assets, this general assembly also has to decide on the liquidation of the association and appoint a liquidator.

17.3       In the event of the dissolution of the association or the discontinuation of the previous beneficiary purpose of the association, the remaining assets of the association will be used for non-profit, charitable or ecclesiastical purposes.

17.4       Within four weeks of the resolution on the voluntary dissolution the last executive board of the association has to notify the competent authority in written of the voluntary dissolution and publish the dissolution.

18.1       The term of office pursuant to § 14.2 ends for previously appointed members of the advisory board five years after the date of the resolution on the determination of a limited term of office in the articles of association.