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Statutes of „TrolleyMotion” - An association for the promotion of modern trolleybus systems

§ 1 Name, location and range of activities
    1.1 The legal name of the association is „TrolleyMotion”
    1.2 The association is legally based in Salzburg. From there, the association conducts in activities in Austria, the European Union and beyond

§ 2 Purpose and mission of the association

    2.1 The association operates on a not-for-profit basis and its activities are intended for the public good, following the stipulations of Austrian regulations
    2.2 The purpose of the association is to promote trolleybuses as an attractive mode of public transport, as these vehicles are friendly to the environment and to people. The association pursues its promotional                       activities by conducting political advocacy campaigns, hosting conferences or workshops, or intensively communicating with relevant decision-makers on local, national and international levels. The association                    cooperates closely with the Trolleybus Working Group of UITP and shares its message with a global audience through its on the website

§ 3 Resources to achieve the association’s mission

     3.1 Non-material resources include:
           The organization of conferences, seminars, training sessions, lectures and more        
           The establishment of an open library on trolleybus literature, Dialogue and cooperation with scientists and subject experts.Public advocacy campaigns, including the publication of books, brochures, information                  leaflets or articles in specialized periodicals    
    3.2 Material resources include:
          Membership fees
          Surplus income generated from events or activities
        Subsidies, donations, gifts, legacies, etc.
        Loans from people or institutions
        Income generated from consultancy work on public transport
    Contributions from public budgets

§ 4 Types of membership
    There are four different types of membership, including honorary members, sustaining members, ordinary or extraordinary members
    4.1 Ordinary members actively contribute to the work and activities of the association; their membership has been confirmed by the executive committee
    4.2 Sustaining members contribute to the income of the association through financial donations or subsidies
    4.3 Honorary members are persons that have been invited to the association due to their exceptional achievements on behalf of the association or its mission

§ 5 Obtaining membership
    5.1 It is possible for any natural or legal person to become a member of the association
    5.2 Membership is granted by the executive committee. The executive committee also has the right to refuse membership without giving reasons for it
    5.3 Honorary members are nominated by the executive committee and approved by the general assembly

    § 6 Concluding membership
    6.1Membership can end through death, through voluntary withdrawal, through forced expulsion or in the case of a legal person through the loss of legal entity
    6.2 Voluntary withdrawal from the association is possible at the end of a calendar year and must be communicated to the executive committee in written form with at least 3 months notice
    6.3 The executive committee has the right to cancel individual or collective membership, in case the required membership fees/financial contributions have not been paid
    6.4 The executive committee has the right to expel a member, should the individual have ignored his/her membership obligations or engaged in any kind of dishonest activities
    6.5 The general assembly has the right to cancel honorary membership at the request of the executive committee. Honorary membership may be cancelled for the same reasons as listed in 6.4

§ 7 Rights and obligations of all members
    7.1 Every member has the right to participate in the activities of the association, but must do so in a manner that meets the requirements as laid out in these statutes. Members have the right to use the facilities or   services of the association, as long as their use is compliant with the goals of the association and meets the requirements of these statutes
    7.2  All members are expected to represent the association in the best possible manner and to personally contribute to the advancement of the association’s goals and mission. Members are not to engage in any behavior or activities that might be detrimental to the         association, its reputation and its goals. All members must obey these statues and the decisions made by the executive committee and general assembly
    7.3 All ordinary members are expected to pay their annual membership dues on time. The exact amount of the dues is set each year by the general assembly. Sustaining members are expected to contribute to the finances of the association through donations or subsidies.         The exact amount and date of payment will be established in dialogue with the executive committee
    7.4 As far as association matters or possible business transactions are concerned, all members are required to maintain complete discretion and abstain from communicating sensitive information or privy details to outsiders 
    7.5 Only ordinary and honorary members of the association have the right to vote at the general assembly or to stand for election to the executive committee.

 § 8 Structure of the association
    8.1 The association consists of: general assembly (§9 and § 10), executive committee (§11-§13), auditors (§ 14) and arbitration court (§ 15)

 § 9 General assembly
    9.1 The general assembly is held once a year
    9.2 An extraordinary general assembly must be convened by the executive committee with at least four weeks notice. The following parties have the right to call for an extraordinary general assembly:           -the executive committee, based on a formal decision
        -the ordinary general assembly, based on a formal decision
        -one third of all voting-eligible association members, following the submission of a written request
    -the auditor of the association
    9.3 All members of the executive committee are to be invited to any ordinary or extraordinary general assembly. The written invitation for the assembly general is to be provided with at least two weeks’ notice and shall include the agenda for the gathering
    9.4 All petitions for deliberation at the general assembly must be submitted to the executive committee in written form at least one week prior to the scheduled gathering of the general assembly
    9.5 The general assembly can only vote on matters that have been placed on the agenda through proper procedures before the meeting. Formal decisions can only be made on matters that are on the agenda. The only exception is voting on and potentially calling an         extraordinary general assembly 
    9.6 At any general assembly all members have the right to participate, but only ordinary and honorary members have the right to vote and engage in the decision-making process. Every member has one vote. Legal persons will be represented through a designated delegate.     It is possible to transfer one’s voting right to another association member, but this must be done in written format and ahead of the gathering. Every member present can only take on one extra vote at most
    9.7 The general assembly has the authority to make formal decisions (quorate status) as long as all members have been properly invited and more than half of all members with voting rights are in attendance. Should a general assembly not be quorate at the planned and         previously established meeting time, another general assembly session will take place 30 minutes later, following the same planned agenda. This session shall be quorate and have full authority to make final decisions, no matter of how many members might be absent
    9.8 For all elections or formal decisions at a general assembly, a simple majority vote is normally sufficient. The only exception is a possible vote on dissolving the association, which would require a proper two thirds majority of valid votes
    9.9 Any general assembly session will be chaired by the association chairman. In case the chair is absent, the deputy will lead proceedings. In case the deputy is also absent, the oldest member of the executive committee present will lead the proceedings

§ 10 Role and responsibility of the general assembly
    The general assembly has the following roles and responsibilities:
    10.1 Acceptance of the annual report,  approval of the annual budget, acceptance of the auditor’s report
    10.2 Decisions about annual planning and budgeting
    10.3 Exoneration of the members of the executive committee for the past business year
    10.4 Election or removal of members of the executive committee as well as the appointment of auditors
    10.5 Decisions about any changes or amendments to these statutes
    10.6 Decisions about the dissolution of the association
    10.7 Setting annual membership fees
    10.8 Discussion and deliberation over any line items on the meeting agenda
    10.9 Granting or revoking honorary membership

§ 11 Executive committee
    11.1 The executive committee consists of at least four members , these are:
        1.Chairman
        2.Deputy
        3.Secretary
        4.Treasurer
    11.2 The executive committee is elected by the general assembly. The executive committee has the right to replace its members during the ongoing business year and may seek retroactive approval of such appointments at the next scheduled session of the general         assembly
    11.3 Any member of the executive committee is elected for a 2-year term. Re-election is possible.    
    11.4 The executive committee is normally chaired by the chairman, or in case the chairman is absent by the deputy, or otherwise the oldest member of the committee that is present. The executive committee meets and deliberates at least four times a year
    11.5 The executive committee is quorate when all of its members have been summoned for a meeting and at least half are present
    11.6 In case of a hung vote, the chairman of the executive committee will cast the tie-breaking vote. In case only two members of the executive committee are present at a meeting of the committee, which according to these statutes is suitable, then all decisions taken         must be unanimous
    11.7 Aside from death or the expiration of a mandate, a member of the executive committee may lose their function through expulsion (11.8) or voluntary resignation (11.9)
    11.8 The general assembly has the ability and authority to remove the executive committee or individual members at any time. The removal of the former executive committee is formalized once the new executive committee has been installed and commences its work
    11.9 All members of the executive committee have the right to resign at any time. A written resignation letter must be provided. The resignation letter must be addressed to the executive committee; in case the entire executive committee resigns together, then the         resignation must be addressed to the general assembly.  The resignation becomes effective once a successor has been elected or coopted (11.2)

§ 12 Role and responsibility of the executive committee
    12.1 The executive committee is responsible for running the association and managing all day-to-day business. The executive committee is responsible for all association activities which might not be defined by these statutes or can’t be delegated to any other part of the         association
    12.2 Important responsibilities of the executive committee are:
    Compilation of the annual budget, the annual report and the statement of accounts         
    Preparations for the general assembly 
       Convening regular or extraordinary sessions of the general assembly
        Admission or expulsion of all types of association members, contacts and business relations with association sponsors
        Managing the association accounts as well as the association assets
        Commencing or concluding business relations and providing reasons as for these activities

§ 13 Special obligations of committee members
    13.1 The chairman represents the association in the public sphere and manages the day-to-day business of the association. All major business ventures or activities involving legal contracts must be approved by the executive committee and signed by the chairman and the     secretary. Should either the chairman or the secretary be unavailable, contracts may be signed by the deputy and the treasurer. Any business contracts or deals between a member of the executive committee and the association as a whole require the approval of the         general assembly
    13.2 The legal authority to represent the association in the public sphere as well as in business transactions, the authority to sign documents or to authorize payments, in accordance with the points listed in 13.1
    13.3 The chair leads all meetings of the executive committee and also chairs all sessions of the general assembly
    13.4 The secretary is required to provide administrative support to the chairman and to take minutes of all the association meetings, including the sessions of the executive committee as well as gatherings of the general assembly 
    13.5 The treasurer is responsible for properly managing the association accounts  
    13.6 In case the chairman is unavailable, he/she shall be represented by the deputy

§ 14 Auditor
    14.1 Two auditors shall be appointed by the general assembly for a duration of two years. A re-election of the auditor(s) is possible
    14.2 The auditors are responsible for all comptrolling duties, including budget reviews and account supervision. The auditors must then inform the general assembly of their findings for each year. 
    14.3 Generally, the following clauses of these statutes also apply to the auditor(s):  § 11 points 3,7,8 and 9 as well as § 13 point 1. The last sentence of that point is to be taken literally
    14.4 It is possible for a chartered accountant to fill the role of the auditor
    14.5 Only professionally qualified, fully certified public accountants or tax advisors may take on the role of auditor or provide the association with consultancy on economic or financial matters

§ 15 Arbitration court
    15.1 The arbitration court is responsible for resolving all matters of conflict that might arise out of association-related matters or business
    15.2 The arbitration court shall consist of five association members, which each would be eligible for election to the executive committee. Each opposing side has the right to nominate two members of the arbitration court. These must be appointed within two weeks from         the time when the need for a ruling by the arbitration court was first established. Within another two week period, the four nominated arbitration court members shall elect an additional member as court chair. A simple majority vote is sufficient to appoint a court chair, but         should the the four court members not be able to agree on their selection of a chair, the chair will be selected randomly from the nominated candidates by drawing lots
    15.3 After hearing arguments from both sides, the arbitration court will make a decision with all members present. A simple majority vote of the court is sufficient for a final verdict. The court is obligated to rule as best it can and it may not abstain from making a decision.
    15.4 For the purposes of the association, all of the decisions of the arbitration court are final and binding.

§ 16 Dissolution of the association
    16.1 The voluntary dissolution of the association is only possible at an extraordinary general assembly, which must be convened for this sole purpose. Any dissolution of the association must be approved by at least a two thirds majority of valid votes at the extraordinary         assem

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