By-Laws of the Organisation “Stream of Life”
Preamble
(1) The organisation Stream of Life is registered to the ZVR under the number 1776402757.
(2) In order to make it easier to read, the statutes do not include the feminine form in each formulation. Of course, women are addressed to the same extent as men.
(3) The activities of the association are non-profit-making and are politically impartial and independent in the interest of the public. The association pursues exclusively and directly nonprofit purposes within the meaning of the Federal Tax Code BAO §§ 34 et seq. Essentially, the activity takes place directly in the field of development aid (§ 34 BAO). Any change to the statutes, the purpose, as well as the termination of the association’s activities must be notified immediately to the competent tax office.
§1
Name, location and field of activity
(1) The organization is called “Stream of Life”.
(2) It is based at EURO PLAZA 5, Building J, Entry J1, Kranichberggasse 4, 1120 Vienna, and its activities extend to the promotion and support of needy children – often orphans, physically handicapped and needy children in Africa.
§2
Purpose
(1) The activity of the association is not directed to profit.
(2) It aims at development aid, the fight against poverty and deprivation by promoting and supporting children in need – often orphans, physically handicapped and destitute children in Africa – thereby promoting economic and social development as a process of sustainable economic development and economic growth, linked to structural and social change.
(3) The association is also committed to the promotion of international attitudes and tolerance in all areas of culture and the idea of international understanding.
§3
Means for achieving the association’s purpose
(1) The purpose of the association is to be achieved by the in para. 2 and 3 above. For the fulfilment of its purposes, the association may also use other legal entities, which are contractually bound by the instructions of the association. He must ensure compliance with §§ 40 ff BAO by contractual agreements or other measures.
(2) The following are ideal means:
(2.1) The unselfish support and promotion of children in Africa, especially children in need, “abandoned” children (e. g. orphans), HIV-positive and physically handicapped children, by ensuring basic care (purchase of food and hygiene items), as well as medical care (payment of doctor’s visits and periodic health checks) and by providing health care. provision of training (payment of school fees).
(2.2) The association plans and implements projects directly to improve the living situation of children in African countries by building schools, day care centers, homes, in the project areas by purchasing land, building materials and services for the construction of the same, and their operation by building teams with local workers. In order to ensure the necessary know-how in terms of project planning and execution as well as administration, there is ongoing exchange with the members of the association as well as the periodic dispatch of volunteers. Several times a year a local inspection is carried out by members of the association to check the proper management and project development.
(2.3) To this end, the association organizes events such as lectures, which serve to educate members and the public about the social, political and economic situation in the project areas and the development of the supported projects.
(2.4) The association organizes charity events, lectures and presentations at corporate events, the public appearance of the association (website and donation shop streamoflife. at, social media, such as facebook.com/streamoflife. at) in order to raise the necessary financial resources for the planned projects.
The necessary material resources are to be provided by:
a. membership fees (if decided) and membership fees;
b. Income from events, affiliated enterprises, competitions, affiliated newspapers and businesses, commissions, disposals. ;
c. donations of all kinds, setting up of donation boxes, collections, gifts, grants, sponsorships, bequests, sponsorships and other donations in cash or in kind;
d. Contributions from funds, foundations and fundraising associations;
e. Grants, subsidies and performance agreements from public, private or other sources. (EU funds, AMS grants);
f. Income from asset management (§ 47 BAO);
g. charity events;
h. Income from the operation of auxiliary enterprises according to § 45 (1+2) BAO;
i. Income from the operation of establishments which are detrimental to favourable conditions with annual sales of up to EUR 40,000 in accordance with § 45a BAO;
j. Sponsorship, advertising revenue and advertising sales;
k. Proceeds from the sale of the association’s own publications;
l. Purchase and sale of goods (T-shirts, stickers, books;)
m. prize money for advertised projects (child protection prize);
n. Income from renting,
o. Other fundraising measures.
Any surpluses are used to further pursue the association’s purpose. Any distribution or allocation of financial advantages to members and other personal benefits is prohibited. The use of funds shall be linked to the purposes for which they are intended and shall be carried out in accordance with the criteria of cost-effectiveness, economy and appropriateness.
No undue wealth should be accumulated. Assets may only be collected in accordance with the guidelines on the compatibility of asset formation in a non-profit association with the requirements of effective management in accordance with § 42 BAO. This means that the funds must be used as soon as possible, but there is no need to spend all the revenue in the same calendar year. Furthermore, a financial reserve corresponding to an average annual requirement of operating resources is still to be regarded as permissible. This is an annual capital requirement. In the case of a further asset formation, it must be demonstrated that the relevant decisions have been taken under antitrust law, for which specific objectives the funds are to be saved and within which timeframe the project is to be realised. The funds accumulated may be reserved solely for the purpose of the beneficiary and must be accompanied by appropriate and sufficient documentation and evidence.
§4
Types of Membership
(1) The members of the association are divided into ordinary and extraordinary members (also called active members and supporting members), as well as honorary members.
(2) Ordinary members are those who fully participate in the work of the association. They have a seat and one vote per member in the General Assembly and pay membership fees in a simple amount as agreed and pay the membership fee in a simple amount.
(3) Extraordinary members are those who promote the activity of the association mainly by paying a membership fee. You are entitled to participate in general meetings, but not entitled to vote.
(4) Honorary members are those members who are appointed for this purpose by the General Assembly for special merits to the Association. You are entitled to participate in general meetings, but you are not entitled to vote.
§5
Acquistion of Membership
(1) Any natural person who has reached the age of 18, who is committed to non-violence and responsibility towards children and young people, who behaves non-partisan, who does not hold a prominent position in a political party and who does not belong to a prohibited party or organisation under Austrian law may become a full member of the association.
(2) Extraordinary member of the association may be any natural person who has reached the age of 18 and is willing to acknowledge his responsibility towards children and to support the association financially. Also companies, companies, associations, other legal entities and the like. Whole families (spouse or partner, as well as minor children living in the same household) pay a fixed family member contribution.
(3) The board of directors decides on the admission of ordinary and extraordinary members. Admission may be refused without giving reasons.
(4) The appointment as an honorary member is made at the request of the Executive Board by the General Assembly.
§6
Termination of Membership
(1) Membership terminates by death, in the case of legal persons, by loss of legal personality, by voluntary withdrawal, by cancellation and by exclusion.
(2) The resignation of ordinary members may be declared orally in the minutes of the General Assembly, or shall be addressed in writing to the Board of Directors of the Association. It must be notified to the Executive Board at least three months in advance. This does not affect the obligation to pay any membership fees or membership fees that have arisen. Extraordinary members may at any time announce their resignation orally or in writing. It is effective immediately.
(3) The Executive Board may cancel a member if the member is in arrears for more than two months with the payment of the membership fees or the membership dues despite two reminders. This does not affect the obligation to pay the membership fees and / or membership fees that have become due.
(4) The exclusion of a member from the association may be decided by the board for gross violation of other membership duties and for dishonourable conduct.
(5) The withdrawal of the honorary membership may be from the provisions in para. 4 reasons mentioned above may be decided by the General Assembly on the request of the Board of Directors.
§7
Rights and obligations of Members
(1) The members are entitled to participate in events of the association. Ordinary, extraordinary and honorary members are entitled to participate in the Annual General Meeting, but only ordinary members have the right to vote in the Annual General Meeting and the right to vote and to stand for election (§ 4 para. 2) too.
(2) The members are obliged to promote the interests of the association to the best of their ability and to refrain from doing anything that could undermine the reputation and purpose of the association. You have to observe the statutes of the association and the resolutions of the association bodies. Ordinary and extraordinary members are obliged to pay their membership fees on time in the amount determined by the General Assembly.
§8
Organisations of associations
(1) The organs of the association are the General Assembly (§§ 9 and 10), the Board of Directors (§§ 11 to 13), the auditors (§14), the managing director (s) (§15) and the Court of Arbitration (§156).
(2) The members of the association’s organs, except the managing directors, perform their duties on a voluntary basis.
§9
The General Assembly
(1) The ordinary General Meeting takes place every three years.
(2) An Extraordinary General Meeting shall be held within five weeks by decision of the Board of Directors, the Ordinary General Meeting or at the request of the auditors with a written justification from at least one tenth of the voting members or at the request of the auditors.
(3) All ordinary and honorary members must be invited to the ordinary and extraordinary general meetings in writing at least two weeks before the date by letter or e-mail. If the statutes are amended or the budget for the association’s activities is approved, the board must provide this information together with the invitation to the general meeting at least two weeks before the date in writing, by letter or by e-mail. E-mail, to be sent to all ordinary members in preparation for the General Assembly. The General Assembly must be convened, stating the agenda. The meeting is convened by the Executive Board.
(4) Proposals to the Annual General Meeting must be submitted to the Executive Board in writing, by letter or e-mail, at least seven days before the date of the Annual General Meeting.
(5) Valid decisions, except those on a request to convene an extraordinary general meeting, may be taken only on the agenda. Every ordinary member may request the Board of Directors to supplement the agenda, at the latest one week before the date of the General Meeting.
(6) All ordinary, extraordinary and honorary members are entitled to participate in the General Assembly. Only the full members, who each have one vote, are entitled to vote. The transfer of voting rights to another member by means of a written proxy is permissible, but not to nonmembers. Each member may receive a maximum of one vote. Each member may vote no more than once in a period of two years. The two regulations concerning restrictions on the transfer of voting rights apply only to ordinary general meetings. At extraordinary general meetings, voting rights can be transferred to any other ordinary member at any time due to the short notice period.
(7) The General Meeting is quorum if two thirds of all members entitled to vote or their representatives are present (paragraph 6), calculated according to their voting weight in the General Meeting, although extraordinary members and honorary members are not entitled to vote (see paragraphs 3 and 4). If the General Meeting is not quorum at the appointed time, the General Meeting shall be held 30 minutes later with the same agenda, which is quorum regardless of the number of persons present.
(8) Elections and decisions in the General Assembly shall normally be made by simple majority vote. Decisions on the matters referred to in § 10 lit. However, items listed under 1 and m shall require a qualified majority of three quarters of the valid votes cast.
(9) The General Assembly is chaired by the Chairman, in his absence his deputy. Even if this is not possible, the oldest member of the board of directors present by years shall preside.
§ 10
Scope of the General Assembly
(1) The General Assembly shall have the following tasks:
a. Decision on the strategic orientation and focus of the association.
b. Receipt and Approval of the Accounts Report and the clearance of accounts;
c. taking a decision on the estimate;
d. Election, appointment and dismissal of the members of the board and the auditors; approval of legal transactions between board members, managing directors and auditors with the association;
e. Discharge of the Board of Directors;
f. Resolution on the budget presented by the Executive Board;
g. fixing the level of membership fees and membership fees for ordinary and extraordinary members;
h. Admission and exclusion of full members;
i. Award and withdrawal of honorary membership;
j. decision on appeals against exclusion from membership;
k. resolution on rules of procedure for the Executive Board;
l. resolution on the amendment of the statutes of the association;
m. Resolution on the voluntary dissolution of the association;
n. Discussion and decision-making on other matters on the agenda.
o. Minutes of the resolutions of the General Assembly shall be drawn up and signed by the Chairman of the General Assembly.
§ 11
The Board of Directors
(1) The Executive Board shall consist of at least three and at most six members, namely the chairman, the secretary and the cashier, as well as their deputies, if necessary.
(2) The Executive Board is elected by the General Assembly, which may adopt rules of procedure for the Executive Board (§ 10 lit. k). In the event of the resignation of an elected member, the Executive Board has the right to co-opt another eligible member in his place, for which subsequent approval must be obtained at the next General Assembly.
(3) The term of office of the Executive Board is three two years. In any case, it lasts until a new board is elected. Re-election is possible.
(4) The board is convened by the chairman, or by his deputy if he is unable to attend, in writing by letter or e-mail, or orally. If this is also prevented for an unforeseeable period of time, any other member of the Executive Board may convene the Executive Board.
(5) The board has a quorum if all its members have been invited and at least half of them are present. The chairperson shall be the chairman and, if he is unable to attend, his deputy or his authorised representative. If he is also unable to attend, the chair is the responsibility of the oldest member of the executive board present by years.
(6) The Executive Board adopts its resolutions by simple majority of votes; in the event of a tie, the Chairman has the casting vote.
(7) Except for death and expiry of the term of office (paragraph 3) the function of a member of the Executive Board ceases by dismissal (paragraph 8) and resignation (paragraph 9).
(8) The General Assembly may at any time dismiss the entire Executive Board or individual of its members. Dismissal takes effect with the appointment of the new Board of Management or Board member.
(9) The members of the Executive Board may at any time declare their resignation in writing by letter or e-mail. The declaration of resignation is to be sent to the Executive Board, in the event of the resignation of the entire Executive Board, to the Annual General Meeting. Withdrawal takes effect only when a successor is elected or co-opted (paragraph 2).
§ 12
Functions of the Executive Board
(1) The board is responsible for the management of the association. All tasks which are not assigned by the statutes to another organ of the association are assigned to it.
(2) The scope of action of the Executive Board includes in particular the following matters:
(a) The establishment of a budget for the entire activity of the association;
(b) Preparation of accounts and annual accounts;
(c) Preparation of the General Assembly;
(d) Convening the ordinary and extraordinary general meetings;
(e) Information of the members about the activities and financial situation of the association in the General Assembly;
(f) appointment and dismissal of advisory boards;
(g) management of the association’s assets;
(h) Acceptance and dismissal of employees of the association and supervision of their activities. In particular, the board of directors is entitled to appoint directors for the management of the association, whose salaries are to be determined at an appropriate level taking into account the scope of activities and taking into account the assets of the association;
(i) adoption of rules of procedure for the management;
(j) Designation of companies that either work for the association or meet the association’s objectives;
(k) the supreme authority over federated companies;
(l) Awarding or taking over of costs that serve the purpose of the association, or deciding whether costs are to be borne at all.
§13
Special responsibilities of individual members of the Executive Board
(1) The chairman is the highest management body. He is responsible for representing the association, especially externally, vis-à-vis authorities and third parties. The chairman chairs the General Assembly and the Executive Board. In the event of danger in default, he is entitled to issue orders independently also in matters that fall within the scope of the General Assembly or the Executive Board; however, these require the subsequent approval of the competent body of the association.
(2) The secretary shall assist the chairman in the conduct of the business of the association. He is responsible for keeping the minutes of the General Assembly and the Executive Board.
(3) The cashier is responsible for the proper administration of funds of the association.
(4) In the event of his being prevented from attending, the chairman, the secretary and the cashier shall be replaced by their deputies.
§ 14
The Auditors
(1) The two auditors shall be elected by the General Assembly for a term of three-two years. Re-election is possible.
(2) The auditors shall be responsible for day-to-day business control, in particular for verifying the closure of the accounts and for the use made of funds in accordance with the Staff Regulations. They have to report to the General Assembly on the result of the audit and to request the discharge of the Board of Management in the event of proper accounting.
(3) In addition, the provisions of § 11 para. 7, 8 and 9 by analogy.
§ 15
The managing director (s)
(1) The managing director is an employee of the association. He is responsible for running the office and ensuring that the employees of the association observe the rules of procedure of the association. He is responsible for the execution of the current business of the association in accordance with the instructions of the board of directors and, after consultation or presentation with the chairman for the current business, is solely entitled to subscribe until revocation. It is subject to the rules of procedure and the statutes of the association. The Managing Director is appointed by the Executive Board for an indefinite period of time.
(2) In the representation of the association to the outside world, the managing director may represent the chairman in full, even if he is not prevented from doing so; with the exception of the analogous application of §§ 48ff UGB the sale and encumbrance of real estate.
(3) If a member of the Executive Board is to be appointed as Managing Director, the approval of all other members of the Executive Board is required.
§ 16
The Arbitration Tribunal
(1) The internal arbitration court of the association is called to mediate all disputes arising from the association relationship. It is a conciliation institution within the meaning of the 2002 Association Act and not an arbitration tribunal according to § 577 ff ZPO.
(2) The Arbitration Tribunal shall consist of three ordinary members of the Association. It shall be constituted in such a way that each party shall nominate a member as arbitrator to the Board in writing. They shall elect the chairman of the arbitral tribunal by a majority of votes. In the event of a tie, lots shall decide among those proposed.
(3) The arbitral tribunal shall take its decision by simple majority of votes in the presence of all its members. It decides to the best of its knowledge and conscience. Its decisions are final within the club.
§ 17
Dissolution of the association
(1) The voluntary dissolution of the Association may only be decided at an extraordinary general meeting convened for this purpose and only by a three-fourths majority of the valid votes cast.
(2) The General Assembly also has to decide on liquidation if the association’s assets exist. In particular, it shall appoint a liquidator and decide to whom it shall transfer the assets of the association remaining after covering the liabilities and existing claims.
(3) There may be no distribution of association assets to members, but deposits made by members are refunded.
(4) The last board of directors of the association shall notify the competent association authority and the competent tax office in writing of the voluntary dissolution within four weeks of the resolution.
(5) In the event of a voluntary dissolution, in the event of an official dissolution of the association as well as in the event of termination of the former beneficiary of the association, the remaining assets of the association shall be exclusively for non-profit purposes within the meaning of §§ 34 ff BAO and at the same time for charitable, donated purposes of development aid within the meaning of § 4a para. 2 Z 3 lit b according to the EStG in the sense of § 4aZ. 3aEStG.
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