Club Statutes
PONYA Austria
§ 1: Name, Registered Office, and Scope of Activity
(1) The association bears the name “PONYA Austria – Association for the Promotion of Health Care in Africa.”
(2) It has its registered office in Vienna and extends its activities to Austria and Africa. The association is therefore intended to operate internationally.
(3) The establishment of branch associations is not intended.
§ 2: Purpose
The association, whose activities are not aimed at profit, pursues the goal of promoting health in Africa, particularly in East Africa. Individuals affected by poverty shall be provided with access to medical treatment facilities, in particular dialysis centers.
The purpose is carried out directly by the association itself. The activities of the association are charitable in all respects within the meaning of the Federal Fiscal Code (Bundesabgabenordnung).
The association’s financial resources shall be used exclusively for association activities. Members of the association shall not receive profit shares or any other benefits from the association’s funds in their capacity as members. No person may be favored through expenses unrelated to the purpose of the association or through disproportionately high remuneration.
§ 3: Means of Achieving the Association’s Purpose
(1) The association’s purpose shall be achieved through the activities and financial means listed in paragraphs 2 and 3.
(2) Activities intended to achieve the purpose of the association are:
a. Establishment of a website and/or other electronic media
b. Publication of materials
c. Meetings
d. Discussion evenings and events
e. Operation, financing, and promotion of health facilities
f. Establishment and provision of dialysis centers in Africa
g. Provision of medical equipment (medical technology) in Africa
(3) The necessary financial means shall be obtained through:
a. Membership fees
b. Subsidies and grants
c. Donations, collections, legacies, and other contributions
§ 4: Acquisition of Membership
(1) All natural and legal persons may become members of the association.
(2) Admission of members is decided by the Executive Board. Admission may be refused without stating reasons.
(3) Until the association is legally established, provisional admission of members shall be made by the founding members or, if already appointed, by the Executive Board. Membership becomes effective only upon establishment of the association.
§ 5: Termination of Membership
(1) Membership ends upon death, in the case of legal entities upon loss of legal personality, by voluntary resignation, or by expulsion.
(2) The Executive Board may expel a member who, despite two written reminders and a reasonable grace period, is more than six months in arrears with the payment of membership fees. The obligation to pay the outstanding membership fees remains unaffected.
(3) The expulsion of a member may also be decided by the Executive Board for other breaches of duty, behavior detrimental to the association, damage to its reputation, or dishonorable conduct.
§ 6: Rights and Duties of Members
(1) Members are entitled to participate in all events of the association and to make use of its facilities. All members have voting rights in the General Assembly as well as active and passive suffrage.
(2) Every member is entitled to request a copy of the statutes from the Executive Board.
(3) At least one-tenth of the members may demand that the Executive Board convene a General Assembly.
(4) Members shall be informed by the Executive Board at each General Assembly about the activities and financial management of the association. If at least one-tenth of the members request this in writing and state reasons, the Executive Board must provide such information within four weeks.
(5) Members shall be informed by the Executive Board about the audited financial statement. If this occurs at the General Assembly, the auditors must be involved.
(6) Members are obliged to promote the interests of the association to the best of their ability and to refrain from anything that could harm its reputation or purpose. They must comply with the statutes and resolutions of the association’s bodies. Members are obliged to pay membership fees punctually in the amount determined by the Executive Board.
§ 7: Bodies of the Association
The bodies of the association are the General Assembly (§§ 8 and 9), the Executive Board (§§ 10 to 12), the Auditors (§ 13), and the Arbitration Tribunal (§ 14).
§ 8: General Assembly
(1) The General Assembly is the “members’ meeting” within the meaning of the Austrian Associations Act 2002. An ordinary General Assembly shall be held every five years.
(2) An extraordinary General Assembly shall be held within four weeks upon:
a. resolution of the Executive Board or the ordinary General Assembly,
b. written request by at least one-tenth of the members,
c. request of the auditors (§ 21 para. 5 first sentence Associations Act),
d. resolution of an auditor (§ 21 para. 5 second sentence Associations Act, § 11 para. 2 third sentence of these statutes),
e. resolution of a court-appointed curator (§ 11 para. 2 last sentence of these statutes).
(3) All members shall be invited to both ordinary and extraordinary General Assemblies at least two weeks in advance, in writing, by fax, or by email (to the fax number or email address provided by the member). The invitation must include the agenda. The Assembly shall be convened by the Executive Board (paras. 1 and 2 lit. a–c), the auditor (para. 2 lit. d), or a court-appointed curator (para. 2 lit. e).
(4) Motions to the General Assembly must be submitted to the Executive Board at least three days before the date of the meeting, in writing or by email.
(5) Valid resolutions – except those regarding a motion to convene an extraordinary General Assembly – may only be passed on agenda items.
(6) All members have the right to attend and vote at the General Assembly. Each member has one vote. Legal entities are represented by an authorized representative. Proxy voting is permitted if a written authorization is provided.
(7) The General Assembly has a quorum regardless of the number of members present.
(8) Elections and resolutions at the General Assembly are generally passed by a simple majority of valid votes.
(9) The chairperson of the association presides over the General Assembly; in their absence, the deputy chairperson presides.
§ 9: Duties of the General Assembly
The General Assembly is responsible for the following matters:
a. Approval of the budget;
b. Receipt and approval of the annual report and financial statement, including auditors’ reports;
c. Election and dismissal of members of the Executive Board and auditors;
d. Approval of legal transactions between auditors and the association;
e. Discharge of the Executive Board;
f. Discussion and resolution of other matters on the agenda.
§ 10: The Executive Board
(1) The Executive Board consists of two members: the Chairperson and the Deputy Chairperson.
(2) The Executive Board is elected by the General Assembly. If a member resigns, the Board may co-opt another eligible member, subject to later approval by the next General Assembly. If the Board becomes unable to act for an unforeseeable period, an auditor must convene an extraordinary General Assembly to elect a new Board. If the auditors are also unable to act, any ordinary member aware of the situation must apply to the competent court for the appointment of a curator to convene an extraordinary General Assembly.
(3) The Executive Board is appointed for an indefinite term; re-election is permitted. All positions must be exercised personally.
(4) The Board shall be convened by the Chairperson, or in their absence, by the Deputy Chairperson, verbally or in writing.
(5) The Board has a quorum when all members have been invited and are present.
(6) The Board adopts resolutions unanimously.
(7) The Chairperson presides over meetings.
(8) In addition to death and expiration of term (para. 3), a Board member’s position terminates upon dismissal (para. 9) or resignation (para. 10).
(9) The General Assembly may dismiss the entire Board or individual members at any time. Dismissal takes effect upon appointment of the new Board or member.
(10) Board members may resign at any time in writing. Resignation must be addressed to the Board, or to the General Assembly if the entire Board resigns. Resignation becomes effective only upon election or co-option (para. 2) of a successor.
§ 11: Duties of the Executive Board
The Executive Board manages the association and is the “governing body” under the Associations Act 2002. It is responsible for all matters not assigned to other bodies. In particular, it shall:
(1) Establish appropriate accounting records with continuous documentation of income/expenditure and maintain an asset register;
(2) Prepare the annual budget, annual report, and financial statement;
(3) Prepare and convene the General Assembly as per § 9 paras. 1 and 2 lit. a–c;
(4) Inform members about the association’s activities, finances, and audited financial statement;
(5) Manage the association’s assets;
(6) Admit and expel members;
(7) Hire and dismiss employees;
(8) Decide on amendments to the statutes and voluntary dissolution of the association;
(9) Determine the amount of membership fees.
§ 12: Special Duties of Individual Board Members
(1) The Chairperson conducts the association’s day-to-day business. The Deputy Chairperson assists in this function.
(2) The Chairperson represents the association externally. Written documents of the association require the Chairperson’s signature to be valid. Legal transactions between Board members and the association require approval by another Board member.
(3) Powers of attorney to represent or sign for the association externally may only be granted by the Board members mentioned in paragraph 2.
(4) In urgent cases, the Chairperson may, under their own responsibility, make decisions even in matters otherwise reserved for the General Assembly or the Board; internally, these require subsequent approval by the competent body.
(5) The Chairperson presides over the General Assembly and Board meetings.
(6) The Chairperson is responsible for the proper financial management of the association.
(7) The Deputy Chairperson records the minutes of General Assemblies and Board meetings.
(8) In case of absence, the Deputy Chairperson internally assumes the duties of the Chairperson.
§ 13: Auditors
(1) Two auditors are elected by the General Assembly for an indefinite term. Re-election is permitted. Auditors may not belong to any body – except the General Assembly – whose activities are subject to audit.
(2) The auditors are responsible for ongoing financial oversight and examination of the association’s financial management for accuracy and statutory compliance. The Board must provide all necessary documents and information. Auditors report their findings to the Board.
(3) Legal transactions between auditors and the association require approval by the General Assembly. Otherwise, §§ 10 paras. 8–10 apply accordingly.
§ 14: Arbitration Tribunal
(1) The association’s internal arbitration tribunal shall settle all disputes arising from the association relationship. It is a “conciliation body” under the Associations Act 2002, not an arbitration tribunal under §§ 577 ff ZPO (Austrian Code of Civil Procedure).
(2) The arbitration tribunal consists of three ordinary members. One disputing party nominates one member in writing to the Board; the other party must nominate another within 14 days of being notified. Within a further 14 days, the two nominated members elect a third ordinary member as chairperson of the tribunal. In case of a tie, lots shall decide. Members of the tribunal may not belong to any body – except the General Assembly – whose actions are the subject of the dispute.
(3) The tribunal reaches its decision after hearing both sides, by simple majority, with all members present. It decides according to its best knowledge and conscience. Its decisions are final within the association.
§ 15: Voluntary Dissolution of the Association
(1) The voluntary dissolution of the association may only be decided unanimously in a meeting of the Executive Board.
(2) If assets exist, the Board shall decide on their liquidation. It shall appoint a liquidator and determine to whom the remaining assets, after settlement of liabilities, shall be transferred.
(3) The last Executive Board must notify the competent association authority in writing of the dissolution within four weeks of the resolution.
§ 16: Use of Association Assets upon Dissolution or Loss of Charitable Purpose
Upon dissolution of the association or loss of its charitable purpose, the remaining assets after settlement of liabilities shall be used for charitable, benevolent, or ecclesiastical purposes within the meaning of §§ 34 ff of the Federal Fiscal Code (BAO). Where possible and permitted, they shall be transferred to institutions pursuing the same or similar purposes as this association.