Statutes of the Association  

aed – Agency for Economic Cooperation and Development

 29 May 2018

(convenience translation)

1.1 
The Association shall bear 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 shall be entitled to establish branch associations without legal personality as and if required, to found partnerships and corporations and to acquire stakes in such partnerships and corporations.

2.1 
The Association, whose activities are not aimed at making a profit and whose objectives are to be regarded as non-commercial, aims at:

2.1.1 
Acquiring, implementing and coordinating national and international (funded) projects, including as a “mandated body” and service provider for EU Twinning projects, on behalf of its members from public administration,

2.1.2 
Supporting 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 
Promoting business and development,

2.1.4 
Promoting international relations –also and in particular in economic and cultural terms,

2.1.5 
Promoting education and training as well as research and development,

2.1.6 
Exporting Austrian best practice models and importing international best practice models from administration and business,

2.1.7 
Advancing Austria as a business and labour location,

2.1.8 
Supporting and representing the members in the acquisition, implementation and coordination of projects.

3.1 
The purpose of the Association is achieved through its activities, including but not limited to:

3.1.1     
Acquiring, implementing and coordinating projects,

3.1.2     
Assuming project sponsorships,

3.1.3     
Informing, mobilising and supporting participants in international projects, also and in particular in the programmes of national and international funding bodies,

3.1.4     
Assuming tasks outsourced from public administration,

3.1.5     
Establishing and managing the Association’s own partnerships and corporations as well as stakes and membership in third-party corporations and institutions to achieve the Association’s purpose.

3.2 
The instruments used include:

3.2.1 
Sufficiently large and appropriately equipped office premises for implementing and supervising 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, provision of support to and networking of cooperation partners,

3.2.4     
Initiation and intensification of contacts between administrations and business and industry,

3.2.5     
Information, events and reports,

3.2.6     
Establishing 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, (twinning) management fees and other service fees, revenues from events and publications, revenues from stakes and membership in corporations and other institutions, private and public grants, contributions in kind and services, advertising in mailings and other contributions and activities.

4.1        
The Association shall have full, associate and honorary members.

4.2        
Full members are members who are entitled to vote and who participate fully in the work of the Association. Associate 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        
Membership of the Association is open to natural and legal persons. Membership is acquired upon admission as a member.

5.2        
The Executive Board shall decide on the admission of full and associate members. Admission may be declined without stating a reason.

5.3        
Honorary members shall be appointed by the General Assembly at the request of the Executive Board.

6.1
Membership shall be 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 shall notify the Executive Board in writing at least one month in advance. If such notification is not made in time, the resignation shall only take effect on the next resignation date. The date of receipt by post shall be used to determine timeliness.

6.3        
The Executive Board may exclude members if they violate their obligations despite at least two written warnings or if the continuation of their membership harms the reputation 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 no later than by the 12th meeting of the Executive Board. Before taking the decision to exclude a member, the Executive Board shall 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 shall be 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 Article 6.3.

7.1        
The right to vote in the General Assembly as well as the right to stand for election shall only be granted to full and honorary members. Unless otherwise provided for in the Statutes, they shall each have one vote.

7.2        
The membership rights of the Austrian Federation shall be exercised by those federal ministers or their respective authorised representatives who have declared their participation in the Association in writing to the Executive Board on behalf of their federal ministry and whose admission has been approved by the Executive Board, whereby the term “federal ministry” shall be understood in accordance with the Austrian Federal Act on the Number, the Powers and the Organisation of Federal Ministries (Federal Ministries Act 1986 –BMG), as amended (“Federal Ministry participating on behalf of the Federation” or “Federal Ministries participating on behalf of the Federation”). Each federal ministry shall have one vote.

7.3       
Members shall be entitled to participate in all events of the Association and to use the facilities of the Association.

7.4        
Members shall be 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 shall observe the Statutes of the Association and the resolutions of the bodies of the Association. Full and associate members shall pay membership fees promptly 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 Article 10), the Executive Board including Management (see Articles 11 and 12), the Control Commission (see Article 13) and the Arbitration Panel (see Article 16).

9.1        
All bodies of the Association shall meet when convened by their respective chairperson. The chairperson shall be elected by the respective body.

9.2        
If the chairperson is unable to attend, a first deputy, if appointed, shall represent him/her; if the first deputy is also prevented from attending, a second deputy, if appointed, shall represent them; 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 not unable to attend shall represent the chairperson.

9.3        
A body shall be quorate if all members have been duly invited and at least half of the members entitled to vote are present or represented, unless the Statutes provide otherwise.

9.4        
The chairperson or their deputy (in accordance with Article 9.2) shall open, chair and close the meeting.

9.5   
Resolutions and elections shall be decided by a simple majority of those present and entitled to vote, unless the Statutes provide otherwise. In the event of a tie, the Chairperson or their deputy (in accordance with Article 9.2) shall have a casting vote.

9.6        
Upon request of one third of the members entitled to vote present, voting shall be by secret ballot.

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

9.8        
The function of a member of a body of the Association expires upon death, loss of legal personality, expiry of the term of office, removal from office, resignation, exclusion and revocation of honorary membership. Upon expiry of the term of office, the function remains effective until the constitution of the newly elected body.

9.9       
Removal from office of an elected body shall be effected in analogy to the provisions governing the election of that body. Any member of a body may resign from a function at any time. The declaration of resignation shall 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/her, and in the case of the resignation of the entire Executive Board or the entire Management to the General Assembly. The resignation shall not take effect until a successor is elected or, if provided for, co-opted.

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

9.10      
Unless provided otherwise by the Statutes, each member of a body of the Association shall have one vote. The assignment of voting rights by special proxy is permissible.

9.11      
All matters not covered by Article 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 and approval by the representative(s) of the participating federal ministries entitled to vote in the General Assembly, which shall decide by simple majority. In this case, the voting representatives of the Federation shall be quorate if at least half of the representatives of the participating federal ministries entitled to vote in the General Assembly are present or represented. The provisions of Article 10.7, according to which a quorum shall exist after 30 minutes, shall apply mutatis mutandis.

9.12      
The application for projects or the initiation of the implementation of projects without application, in which a participating federal ministry or several participating federal ministries is/are directly involved, shall require prior consultation with and approval by the representative(s) entitled to vote in 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.

9.13      
Unless otherwise decided by the body concerned, the meetings of the bodies shall not be public.

9.14      
The activities of the General Assembly, the Executive Board, the Control Commission, the Auditors and the Arbitration Panel shall be carried out on an honorary basis; their expenses may be reimbursed

9.15      
Notices of the Association, its bodies and among its members shall be made in writing to the address most recently indicated to the Chairman. Notices by email are effective unless the respective member has raised an objection to the chairperson in writing with confirmed receipt.

9.16      
Where gender-specific differentiations are not made in the Statutes and other documents of the Association, the feminine and masculine forms shall apply mutatis mutandis.

10.1      
The Ordinary General Assembly shall be held once a year.

10.2      
An Extraordinary General Assembly shall be held within four weeks upon resolution of the Board, the Ordinary General Assembly or upon a reasoned request in writing of at least one quarter of the members entitled to vote.

10.3   
All members shall be invited in writing to both the ordinary and extraordinary general assembly at least two weeks before the scheduled date. The convocation of the General Assembly shall include the proposed agenda. The convocation shall be made by the Executive Board.

10.4      
Motions for the General Assembly shall be submitted in writing to the chairperson at least five working days before the date of the General Assembly.

10.5      
Valid resolutions – except resolutions on a motion to convene an Extraordinary General Assembly – shall only be passed on the items on the agenda.

10.6      
All members are entitled to participate in the General Assembly.

10.7      
If the General Assembly is not quorate at the appointed time, the General Assembly shall be held 30 minutes later with the same agenda. The General Assembly shall then be deemed quorate irrespective of the number of members entitled to vote present.

10.8      
Elections and resolutions at the General Assembly shall generally require a simple majority of votes. However, resolutions to amend the Statutes, the orientation or the principles of the operational activities of the Association or to dissolve the Association shall require a qualified majority of two thirds of the valid votes cast and three quarters of the votes of the founding members present or represented.

10.9      
The following tasks are reserved to the General Assembly:

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, whereby the participating federal ministries have the right to propose either the President or one of the Vice-Presidents by a simple majority of votes,

10.9.3   
Election and removal from office of the members of the Executive Board and Management,

10.9.4   
Appointment and revocation of the appointment of the members of the Control Commission,

10.9.5   
Establishment of an Advisory Board upon a proposal from the Executive Board,

10.9.6   
Election of the auditor or statutory auditors upon a proposal from the Executive Board – in the event that a Control Commission is established, the proposal shall be made by a federal ministry participating on behalf of the Federation,

10.9.7   
Amendments to the Statutes,

10.9.8   
Setting of membership fees,

10.9.9   
Approval of the annual report and the financial statements,

10.9.10 
Resolution on the annual budget,

10.9.11 
Voluntary dissolution of the Association.

11.1      
The Executive Board shall consist of the President and up to two Vice-Presidents as well as Management, which shall consist of the Chairperson of the Association, the Secretary and the Treasurer.

11.2      
The members of the Executive Board shall be elected for a term of five years.

11.3      
The Executive Board shall be convened at least once a year as well as within four weeks upon a reasoned request to the President to do so by one third of the members entitled to vote of 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 unanimous or – if need be also as a majority resolution – in case that all members of the Executive Board agree to the adoption of the resolution in written form.

11.5      
Legal transactions between individual Executive Board members and the Association shall require the written approval of a second Executive Board member in order to be valid.

11.6      
The Executive Board shall assume the following tasks:

11.6.1   
Carrying out the duties of the Association to the extent that these are not assigned to another body in accordance with the Statutes, and the adoption of related guidelines,

11.6.2   
Adopting rules of procedure for Management,

11.6.3   
Admitting and excluding members of the Association in accordance with Articles 5 and 6, unless the issue falls within the competence of the General Assembly,

11.6.4   
If required, proposing to the General Assembly the establishment of an Advisory Board and, in that case, appointing and dismissing the members of the Advisory Board,

11.6.5   
Proposing the election of the auditor or statutory auditors to the General Assembly – in the event that a Control Commission has been established, this proposal shall be made by a Federal Ministry participating on behalf of the Federation,

11.6.6   
Convening the Ordinary and Extraordinary General Assemblies,

11.6.7   
Determining expense allowances for members of the Association’s bodies.

12.1      
Management shall conduct the business of the Association on behalf of the General Assembly and shall be accountable to the General Assembly.

12.2      
Representation in court of the Association, management of the office as well as issuing statements to the bodies of the Association shall be incumbent upon the Chairperson or upon the Treasurer or Secretary in representation of the Chairperson.

12.3      
All members of Management shall be entitled to represent the Association out of court in the exercise of their functions and to conclude legal transactions. The written consent of at least two members of Management shall be required for legal transactions to be valid.

12.4      
The adoption of Management resolutions in written form among absent members (resolution by circulation) is admissible if the adoption of the resolution is unanimous or – if need be also as a majority resolution – in case that all members of  Management agree to the adoption of the resolution in writing.

12.5      
The Association shall be entitled and bound by the legal transactions concluded by Management on behalf of the Association.

12.6      
Management shall be obliged towards the Association to comply with all limitations that have been set for the scope of its authority in the Statutes, the Rules of Procedure, by resolution of the General Assembly or the Executive Board.

12.7      
Management shall report in writing to the General Assembly and to the Executive Board once a year, 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 shall be submitted to the Executive Board promptly (special report).

12.8      
More detailed provisions on responsibilities and powers of representation may be laid down in rules of procedure.

12.9      
Notices to Management shall be sent to the address of the Association.

12.10    
Management shall be responsible in particular for the following tasks:

12.10.1 
Managing of business of the Association,

12.10.2 
Preparing the resolutions of the Executive Board as well as of the General Assembly, in particular drafting the agenda,

12.10.3 
Drafting the business plan including planning for expected expenditure,

12.10.4 
Drafting the annual budget, the annual report and the financial statements, as well as arranging for the audit of the financial statements by the auditor,

12.10.5 
Managing the Association’s assets and participations held by the Association,

12.10.6 
Keeping of the minutes at the General Assembly and the meeting of the Executive Board, to be effected by the Secretary,

12.10.7 
Keeping the books of the Association, to be effected by the Treasurer.

13.1
The Control Commission shall consist of three natural persons appointed by the General Assembly for a term of five years.

13.2
Only individuals who have been nominated by a Federal Ministry participating on behalf of the Federation 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.

13.3
At the Control Commission’s constituent meeting, its members shall elect the chairperson and his/her deputy from among their number.

13.4
With the exception of the Arbitration Panel, all members and bodies of the Association, shall be obliged to make available to the Control Commission all records and documents it requests and to support its work.

13.5
Resolutions of the Control Commission may be passed in writing among absent members (resolution by circulation) if the adoption of the resolution is unanimous or – if need be also as a majority resolution – in case all Control Commission members agree to a resolution in writing.

13.6
The Control Commission serves to fulfil the requirements for being listed as a “Mandated Body” and service provider for EU Twinning projects. It shall cease to exist (including the relevant parts of the Statutes) if the EU Twinning programme is discontinued, the requirements for being listed as a Mandated Body are changed in such a way that the Control Commission no longer meets the requirements, or the Executive Board decides to discontinue EU Twinning projects. The discontinuation shall take effect upon completion of all EU Twinning projects awarded to the Association.

13.7
In the event that the EU Twinning project activities are transferred to a subsidiary or comparable institution of the Association, the Control Commission shall be responsible for such subsidiary or comparable institution – instead of for the Association – and the provisions of Article 13 shall then apply mutatis mutandis to this subsidiary or comparable institution of the Association.

13.8
The Control Commission shall have the following tasks:

13.8.1
Ongoing structural supervision of the Association’s activities,

13.8.2
Monitoring the management of the Association,

13.8.3
Reporting results to the General Assembly.

14.1      
If required, the General Assembly may establish an Advisory Board upon a proposal of the Executive Board; such Advisory Board may consist of up to 50 members.

14.2      
The members of the Advisory Board shall be appointed by the Executive Board. Only natural persons who enjoy an excellent reputation in their field of expertise shall be appointed as members of the Advisory Board.

14.3      
Members of the Advisory Board may be revoked or resign at any point in time.

14.4      
The members of the Advisory Board shall elect a President from among their number at their constituent meeting.

14.5      
Advisory Board meetings shall be convened by the President of the Advisory Board as required.

14.6      
The Advisory Board shall in particular have the following tasks:

14.6.1   
providing 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 shall perform the statutory audit. The statutory auditors/the auditor shall examine 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 Statutes, and shall submit a report to the General Assembly.

15.2      
Auditor and statutory auditors shall be elected for a term of office of two years.

16.1      
The internal Arbitration Panel is appointed to settle all disputes arising within the Association.

16.2      
The Arbitration Panel shall be composed of three full members of the Association. It shall be constituted in the following way: one party to the dispute shall nominate a member as arbitrator in writing to the Executive Board. Within seven days upon request by the Executive Board, the other party to the dispute shall nominate a member of the Arbitration Panel within fourteen days. Within seven day after notification by the Executive Board, the nominated arbitrators shall 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 shall be decided by lot.

16.3     
The Arbitration Panel shall reach its decision by a simple majority of votes 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.

17.1      
The voluntary dissolution of the Association may only be decided at an Extraordinary General Assembly convened for this purpose.

17.2      
In the event the Association has assets, this General Assembly shall also 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 shall be used for not-for-profit, charitable or ecclesiastical purposes.

17.4      
Within four weeks of the resolution on the voluntary dissolution having been passed, the last Executive Board of the Association shall notify the competent authority in writing of the voluntary dissolution and shall make it public in an appropriate form.