STATUTES of the Universal
Studio Association – for film buffs
1. )
Universal Studio Association – for film buffs
1.1.) |
The association is called
Universalstudio – for cinephiles and is based in Vienna. |
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1.2.) |
Its field of activity covers
“the entire territory of the European Union”. The financial
year corresponds to the calendar year. |
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1.3.) |
Functional designations in
these statutes are understood to include all gender forms. |
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1.4.) |
The association does not
participate in any political or religious orientations. |
2.) Purpose
2.1.) |
The purpose of the
association is to provide a platform for cinephiles and film
enthusiasts. |
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2.2.) |
The association’s activities
are not aimed at profit. |
3.) Activity and means to
achieve the association's purpose
3.1.) |
The association provides its
members with a variety of film material for a monthly
membership fee of € 5.00. |
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3.2.) |
The costs incurred
(maintenance of IT technology, covering electricity costs,
purchasing film material and costs incurred in the area of
administration) are covered by the membership fee and/or
supporting members. |
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3.3.) |
If there is a surplus at the
end of a calendar year, it will be made available to a
charitable organization (after verification). |
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3.4.) |
The association may, as long as
the material resources and the association's purpose allow,
have employees and generally use third parties to fulfil its
purpose. Remuneration may also be paid to association
members, including association officials, provided that this
relates to activities that go beyond the association's
activities in the narrowest sense; such remuneration must
stand up to third-party comparison. |
4.) Types of membership
4.1.) |
The members of the association
are divided into ordinary, extraordinary and honorary
members. |
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4.2.) |
Ordinary members are (natural or
legal) persons who support the association's activities
primarily through their active participation in achieving
the association's purpose. |
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4.3.) |
Extraordinary members are
(natural or legal) persons who feel connected to the purpose
of the association and support the association's activities
primarily by paying an increased membership fee. |
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4.4.) |
Honorary members are natural
persons who are appointed by the general meeting for special
services to the association. |
5.) Acquisition of membership
5.1.) |
Application for membership (with
the exception of honorary membership) must be made in
writing to the Board of Directors. |
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5.2.) |
The board of directors makes the
final decision on the admission of members. Admission can be
refused without giving reasons. |
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5.3.) |
The candidate will be notified
of his or her acceptance as a member. |
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5.4.) |
The General Meeting decides on
the appointment of an honorary member. |
6.) Termination of membership
6.1.) |
Membership expires through death
(loss of legal personality in the case of legal entities),
resignation, deletion, and exclusion. |
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6.1.2.) |
Likewise, membership will expire
immediately if you attempt to copy or stream the material
provided. Any disclosure of access data will also result in
immediate termination of your membership. |
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6.2.) |
Resignation can take place at
the end of any month and must be notified to the Board of
Directors in writing at least two weeks in advance. |
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6.3.) |
The board is permitted to remove
a member from the membership list if, despite two written
reminders, a member is more than two months behind on paying
membership fees, joining fees or other payment obligations
to the association. The reminders also serve as an
opportunity for the member concerned to make a statement; a
separate hearing of the member before the board is removed
is not necessary. The removal can be carried out without a
separate resolution by a member of the board authorized to
do so. Set-off against outstanding claims of the association
with any counterclaims of the member is not permitted. |
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6.4.) |
The member will be notified of
the deletion in writing. The deletion does not affect any
outstanding claims of the association against the deleted
member. The deletion can be reversed by paying the
outstanding amount within one week. |
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6.5.) |
The board can decide to exclude
a member from the club at any time for important reasons.
Such reasons include, in particular, gross violation of
membership obligations and/or behavior that is detrimental
to the club and permanently undermines the relationship of
trust between the club and the member. |
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6.6.) |
The application for exclusion of
a member can only be made by a board member.
The affected club member must be given the opportunity to
comment verbally or in writing on the allegations made
before exclusion. The board's decision must be communicated
to the member in writing, with reasons for the decision. |
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6.7.) |
The member concerned has the
option of appealing against the exclusion decision to the
club's internal arbitration tribunal. |
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6.8.) |
From the time of delivery of the
exclusion decision until the final decision on the appeal
within the club, the rights of the member are suspended, but
not the duties incumbent upon him. All rights of the club
member expire on the day of withdrawal. |
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6.9.) |
The General Meeting may decide
to revoke honorary membership at any time for the reasons
stated under 6.5. |
7.) Rights and Obligations of Members
7.1.) |
The members are entitled to
participate in all events of the association and to use the
facilities of the association, if necessary in accordance
with the guidelines established by the board. |
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7.1.1.) |
The member is obliged to keep
the code for accessing the club website secret. There is
also an obligation to comply with the FSK (Voluntary
Self-Regulation) guidelines. To access the FSK 18 or FSK 18+
area, confirmation of age is required by sending an official
ID. |
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7.2.) |
Every member has the right to
participate in the general meeting. Only ordinary members
have the right to vote, with each ordinary member having one
vote. Likewise, only ordinary members have the active and
passive right to vote for the board. |
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7.3.) |
The members are obliged to
promote the interests of the association to the best of
their ability and to refrain from anything that harms the
reputation and purpose of the association. They must observe
the association's statutes and the decisions of the
association's bodies. |
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7.4.) |
The ordinary and extraordinary
members are obliged to pay the joining fee and the
respective membership fees on time in the amount decided
annually by the Board of Directors. |
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7.5.) |
Honorary members are exempt from
paying joining fees and membership fees. |
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7.6.) |
At events organized by the
association, participating members may be required to pay a
participation fee. |
8.) Association bodies
8.1.) |
The organs of the association
are the general meeting, the board, the auditors and the
arbitration court |
9.) The general meeting
9.1.) |
The ordinary general meeting
takes place every four years. |
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9.2.) |
An extraordinary general meeting
shall be held upon resolution of the Board of Directors or
upon written request of at least one tenth of the members or
upon request of the auditors within six weeks of receipt of
the request. |
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9.3.) |
All members must be invited in
writing (by post, fax or email) to both the ordinary and
extraordinary general meetings at least four weeks before
the date. The general meeting must be called with a
provisional agenda. The board must convene the meeting. |
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9.4.) |
If the Board of Directors is
unable to act or does not perform its duty to convene the
General Meeting, the auditors are entitled and obliged to
convene the General Meeting in compliance with the Articles
of Association. |
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9.5.) |
Additional agenda items for the
general meeting can only be submitted in writing to the
board by ordinary members up to a maximum of three weeks
before the general meeting (receipt). Applications for
changes to the statutes and dissolution of the association
can only be submitted by board members or one tenth of the
association's members. If additional agenda items have been
requested in due time, the board must send a final
(proposed) agenda to all association members no later than
two weeks before the general meeting. |
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9.6.) |
Valid resolutions can only be
passed on the agenda. |
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9.7.) |
All members are entitled to
attend the general meeting; only full members are entitled
to vote. The transfer of voting rights to another full
member by means of a written authorization is permitted.
However, a member may only represent two other members. |
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9.8.) |
The general meeting has a quorum
if half of all members entitled to vote are present. If the
general meeting does not have a quorum at the beginning, it
will have a quorum after 15 minutes have passed. Decisions
in the general meeting are generally made by a simple
majority of the valid votes cast. |
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9.9.) |
Resolutions to amend the
association’s statutes or to dissolve the association must
be passed by a qualified majority of two thirds of the valid
votes cast. |
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9.10.) |
The chairman of the association
presides over the general meeting, or in his absence his
deputy. If the chairman is also unable to attend, the oldest
board member present presides over the meeting. The chairman
of the meeting may admit guests to the general meeting,
which is generally not open to the public. |
10.) Tasks of the General Meeting
10.1.) |
Election and removal of members
of the Board of Directors (except for positions held on a
voluntary basis) as well as approval of the co-optation of
Board members by the Board of Directors and the election and
removal of auditors. |
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10.2.) |
Resolution on the amendment of
the association's statutes and on the dissolution of the
association. |
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10.3.) |
Discussion and decision on other
questions and matters on the agenda. |
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10.4.) |
Awarding and revocation of
honorary membership. |
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10.5.) |
The board is obliged to inform
the members at the general meeting about the activities and
financial management of the association. If at least one
tenth of the members request this, stating reasons, the
board must also provide such information to the members
concerned within four weeks of receipt of the request. |
11.) The Board of Directors
11.1.) |
The board is the management body
of the association in accordance with Section 5 Paragraph 3
of the Association Act and consists of four people. The
board consists of a chairman and his deputy as well as a
treasurer and his deputy. The distribution of functions
within the board is the responsibility of the board, which
can issue its own rules of procedure. |
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11.2.) |
The board is appointed by the
general meeting for a term of four years, excluding honorary
positions. Board members are eligible for re-election
without limitation. |
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11.3.) |
The meeting is chaired by the
chairman or, in his absence, by his deputy. |
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11.4.) |
The board members can declare
their resignation in writing at any time. The declaration of
resignation must be addressed to the board or, in the case
of the resignation of the entire board, to the general
meeting. The resignation must not be made at an inopportune
time, so that it could cause damage to the association. |
12.) Tasks of the board
12.1.) |
The board is responsible for
managing the association. It is responsible for all tasks
that are not assigned to another body of the association by
the statutes. Its area of responsibility includes the
following matters in particular: |
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12.1.1.) |
Preparation of the annual
estimates and the annual report and financial statements; |
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12.1.2.) |
Determination of the amount of
the respective membership fees and joining fees; |
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12.1.3.) |
Preparation and convening of the
ordinary and extraordinary general meetings; |
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12.1.4.) |
Administration of the
association's assets; |
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12.1.5.) |
Maintaining a membership list; |
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12.1.6.) |
Admission and exclusion of club
members; |
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12.1.7.) |
Hiring and termination of the
association’s employees. |
13.) Special duties of individual
board members
13.1.) |
The association is represented
jointly by the chairman and the treasurer. If they are
unable to attend, they will be represented by their
respective deputies. |
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13.1.1.) |
The association’s business is
managed by the board/chairman Mr. Michael Berger
(voluntary). |
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13.2.) |
The chairman presides over the
general meeting and the board of directors; in his absence,
his deputy presides over the meeting. |
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13.3.) |
The treasurer is responsible for
the proper financial management of the association. |
14.) Accountant
14.1.) |
The association has two
auditors, who do not have to be members of the association.
They are elected by the general meeting for a period of four
years. Re-election is possible without limitation. Legal
transactions between the auditors and the association
require the approval of the general meeting to be valid. |
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14.2.) |
The auditors must examine the
financial management of the association with regard to the
correctness of the accounting and the use of funds in
accordance with the statutes within four months of the
preparation of the income and expenditure accounts or the
annual financial statements. The board must provide the
auditors with the necessary documents and provide the
necessary information. The auditors must report the results
of the audit to the general meeting. The audit report must
confirm the correctness of the accounting and the use of
funds in accordance with the statutes or indicate any
identified management deficiencies or risks to the existence
of the association. In addition, self-dealing and unusual
income or expenditure must be identified. |
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14.3.) |
If the association is required
by law to appoint an auditor, the auditor will assume the
tasks of the financial auditor. This also applies in the
case of a voluntary audit. |
15.) Court of Arbitration
15.1.) |
The arbitration tribunal shall
decide on all disputes arising from the association
relationship. |
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15.2.) |
The arbitration tribunal is made
up of three people who do not have to be members of the
association. The members of the arbitration tribunal may not
belong to any body - with the exception of the general
meeting - whose activities are the subject of the dispute.
The arbitration tribunal is formed in such a way that each
party to the dispute nominates one person to the board as
arbitrator, whereby the board, if it is itself or the
association is the other party to the dispute, must nominate
the other member of the arbitration tribunal within fourteen
days; if another member of the association is affected by
the dispute, the board requests that member to nominate
another member of the arbitration tribunal within fourteen
days of receipt of the request. |
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15.3.) |
These two arbitrators will elect
a third person to chair the arbitration panel. If they
cannot agree, the candidates proposed by the arbitrators
will be chosen by lot. The arbitrators are obliged to
participate in the drawing of lots. If a nominated
arbitrator prevents the arbitration panel from being formed
or working, this is the responsibility of the member who
nominated him, who must be asked by the board to find a
replacement within a reasonable period of time. |
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15.4.) |
The arbitration tribunal will
first attempt to reach a settlement. If this is not
possible, it is empowered to decide the dispute. The parties
to the dispute can be represented by a lawyer, but no costs
will be awarded. During the dispute settlement process,
however, the arbitration tribunal can make a recommendation
on who should bear the costs. |
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15.5.) |
The arbitration tribunal makes
its decision in the presence of all its members by a simple
majority. The parties to the dispute must be given the
opportunity to comment on the subject matter of the dispute
orally or in writing. The arbitration tribunal can, if it
deems this appropriate, schedule an oral hearing with the
participation of the parties to the dispute. It decides to
the best of its knowledge and belief. The chairman of the
arbitration tribunal is responsible for drawing up the
decision, which must in any case contain a statement of
reasons. The decisions of the arbitration tribunal are final
within the association. |
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15.6.) |
If the respondent does not
nominate an arbitrator within fourteen days of the
applicant's nomination of the arbitrator or does not
nominate a substitute member within a reasonable period of
time (point 15.3), this shall be deemed to constitute
consent to the application. |
16.) Dissolution of the association
16.1.) |
The voluntary dissolution of the
association can only be decided at an ordinary or
extraordinary general meeting, which already explicitly
includes this item on the agenda in the invitation, and with
a two-thirds majority. |
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16.2.) |
The general meeting must also
decide on liquidation. Unless the general meeting decides
otherwise, the chairman is the authorized liquidator. |
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16.3.) |
In the event of (voluntary or
official) dissolution of the association or if the
beneficiary purposes cease to exist, the association's
assets remaining after the liabilities have been covered
shall, insofar as this is possible and permitted, be
transferred to an organization that pursues the same or
similar purposes as the association, otherwise for
charitable purposes within the meaning of Sections 34 ff
BAO. |
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