European Super Angels Club – Association for supporting and networking the European startup and investor landscape
Name, registered office and field of activity
- The name of the association shall be “European Super Angel Club – Association for supporting the European start up and investor landscape and promote its network”, also referred to as “association” or “ESAC” in the following.
- ESAC is located in Vienna and its activities broaden across Europe.
- ESAC has not stipulated the establishment of branches outside Vienna.
- The fiscal year starts on the 1st of January and ends on the following 31st of December.
- The purpose of the association is to support the European start up and investor landscape and promote network within it.
- The association pursues exclusively non-profit goals.
- The association is trans-regionally active and pursues goals across Europe.
- The association has legal personality and is economically independent. ESAC is subject to Austrian association laws.
Means to achieve the association’s purpose
- The association’s purpose shall be achieved by means of the non-material and material resources as listed in points 2 and 3.
- Non-material means are in particular:
- The sourcing, screening and qualification of innovative ideas, technologies and young companies (start-ups);
- Drafting of start-up reports and analyses to be made available to the members;
- Organising regular events for members and roadshows to present the startups and their network with the members;
- Exchange of experience and information between the members;
- Producing and publishing newsletters, information brochures, etc.;
- Regular communication and operation through an own website or blog;
- Collaboration with other education, research and economic institutes, organisations and private sector companies within and outside of Austria;
- International collaboration with other profit-oriented organisations;
- Conclusion of sponsorship and advertising contracts;
- Provision of an appropriate investment vehicle; and
- all suitable measures that may serve to achieve the association’s purpose.
- The required material means shall be raised through:
- membership fees;
- sponsors, and
- In the case that the purpose of the grants is explicitly specified, these may only be used to achieve that specific purpose.
- Each member shall render a financial contribution. The fee will be set annually in the regular General Assembly and is payable for the calendar year following the mandate of the General Assembly.
Types of memberships
- The members of the association are divided into ordinary, extraordinary, ambassador, and honorary members.
- Ordinary members are those that fully contribute to the association’s work. Extraordinary members and ambassador members are especially characterised by supporting the association’s activities through the payment of a membership fee set for them. Honorary members are individuals that have been appointed as such due to their special accomplishments or monetary appointments.
- Any legal or natural person may become a member of ESAC independently of their location.
- The Board decides whether applicants can be members of ESAC. Applications can be rejected without specifying the grounds.
- Prior to the foundation of the association, the preliminary admittance of members is approved by the proponent(s). This type of membership only becomes effective at the time of the association’s establishment.
- The nomination of an honour member occurs at the request of the Board by the General Assembly.
Termination of membership
- Membership ends at death, or if a legal person or business partnership with a legal personality loses the legal status, resigns voluntarily or through expulsion.
- The resignation can occur by means of a written declaration to the Board. Resignations are possible at any time. Paid membership fees are not to be reimbursed.
- The Board can expulse a member if he:
- Continues to be in arrears with the payment of the membership fee despite a written reminder (letter, email or fax) and has missed the follow-up 14-day deadline that was sent to the last-known address provided by the member. The obligation to pay the due membership fees remains unaffected by the expulsion.
- violates other membership duties through grossly negligent conduct or through some other disreputable behaviour and has failed to provide a satisfactory statement in response to the Board’s written request that was sent to the member’s most recently provided address.
The Board can only decide on the expulsion of a member if three-fourths of the Board members present at the vote agree.
Rights and duties of the members
- The members are obligated to support the interests of the association to the best of their ability and to refrain from any action that may put the reputation or purpose of the association at risk. They shall respect the statutes and decisions by the organs of the association.
- Every member is entitled to demand the Board to disclose the statute/articles of association.
- Moreover, the members have the following rights and duties:
- Ordinary members: Enjoy all rights. They may participate in the General Assembly and have active and passive voting and election rights; They may be voted into association organs and may refer to themselves as full members of the association.
- Extraordinary members: They have the right to participate in the association’s events (general assemblies and roadshows) and to receive the reports and analyses of the association and its partners.
- Ambassador members: They are entitled to participate in the association’s events (general assemblies and roadshows) and to receive the reports and analyses of the association and its partners. In addition, the Board may grant preferential rights to individual ambassador members.
- Honour members: Theses members may participate in the association’s events (general assemblies and roadshows).
- The ordinary, extraordinary and ambassador members are obligated to punctually pay the membership fees in the amount determined by the General Assembly.
The organs of the association are the General Assembly (§§ 9 and 10), the Board (§§ 11 to 13), the auditors (§ 14) and the Court of Arbitration (§ 16).
The General Assembly
- The regular General Assembly convenes once a year within 9 months of each calendar year.
- An extraordinary General Assembly takes place within four weeks if
- the association’s interests require this as assessed by the Board; or
- at the behest of the General Assembly; or
- at least four ordinary members submit an application with a written justification; or
- a written request by at least 1/10 of all members is submitted; or
(d) at the request of an auditor.
- In the case of regular as well as ordinary general assemblies, all ordinary members shall be invited by email at least two weeks before the date. The organisation of the General Assembly shall be made while disclosing the agenda. The call for the meeting is made by the Board.
- Motions for a General Assembly must be submitted to the Board by email at least three days prior to the date of the General Assembly.
- Valid resolutions and decision – except those concerning a motion to call an extraordinary general meeting – can only be made within the agenda.
- All ordinary members are eligible to attend and vote at the general assemblies. Each ordinary member has a vote. The transfer of voting rights to another ordinary member by means of a written authorisation is permitted.
- The General Assembly constitutes a quorum when at least 50% of the ordinary members are present (validly represented as per point 6). If the General Assembly is not competent at the set time, the quorate General Assembly will convene 30 minutes later with the same agenda, which is decision-making competent without regard of the number of present or represented members.
- The elections and resolutions in the General Assembly generally occur with a simple majority of votes. In the case of a tie, the chairman has the deciding vote in the General Assembly (article 9). However, decisions that change the statutes of the association or would dissolve the association require a qualified majority of two-thirds of the submitted votes.
- The President assumes the chairmanship at the General Assembly, the Vice President in the case that the President is not present. If the Vice President is also otherwise detained, the second Vice President becomes the chairman. Should he too be predisposed, the oldest Board member takes the chair.
Scope of tasks of the General Assembly
- The following tasks are reserved for the General Assembly:
- Receiving and approving the statement of accounts and balance of accounts;
- Decision/resolution of the estimate cost;
- Election, appointment and dismissal of Board members and auditors; approval of legal transactions between Board members and auditors within the association;
- Discharge of the Board;
- Setting the membership fee for the members;
- Resolutions on statute amendments and dissolution of the association;
- Discussion and resolution on other questions included on the agenda (proposals and applications by the Board and full members);
- Bestowment and revocation of the honour membership.
- The Board encompasses a minimum of 4 and a maximum 7 members, including at least the President, the Vice President, the Secretary and the Treasurer.
- The Board is elected by the General Assembly. In the event that an elected member leaves, the Board has the right to co-opt a new electable member. The nomination or appointment remains ineffective until the initial election in the following General Assembly. If the Board fails in general by not providing a supplementation for itself through co-optation, or for an unforeseen period of time, then any auditor is obliged to immediately call for an extraordinary General Assembly for the purpose of electing a new Board. If the auditors are also unable to fulfil their duties, any regular member who recognizes the severity of the situation can immediately file a petition for the appointment of a trustee with the competent court, who shall then immediately call an extraordinary General Assembly.
- The Board’s term of office shall be three years. Re-election is observed.
- The Board shall be called to convene in writing or verbally by the President, or, if he is unable to do so, by the Vice President (should he be unavailable, by the second Vice President, and the third Vice President, should the second be preoccupied). If the latter is also unable to fulfil his duties for an unforeseeable period of time, any other regular member may call to convene the Board.
- The Board shall reach a quorum if all its members were invited and at least half of the members are present.
- All decisions of the Board shall be made by a simple majority of votes of the members
present; In case of a tie, the Chairman of the Board has the deciding vote (point 7).
- The President shall hold the chair, in case he is unable to do so, the Vice President will be chairman. If the Vice President is also unavailable, the Board meeting shall be chaired by the second Vice President, and by the third Vice President, if the latter is also unavailable. Should none of these persons be available, then the oldest Board member assumes the chair.
- Apart from death and the expiration of the term of office, the office/function of a member of the Board shall come to an end if the member is relieved of his office (point 9) or he resigns (point 10).
- The General Assembly may remove the entire Board or any of its members at any time. The removal becomes effective as from appointment of a new Board member/ completely new Board.
- The Board members may submit their resignation in writing at any time. The resignation shall be submitted to the Board or, in the case of the resignation of the entire Board, to the General Assembly.
Scope of tasks of the Board
- The Board shall be responsible for the management of the association and external representation. It shall perform all functions not allocated to others organs of the association by the laws or the statutes. Its responsibilities and tasks especially include the following matters:
- Drafting of the estimated annual budget, the annual report, and the balance of the accounts;
- Preparation of the General Assembly;
- Calling of regular and extraordinary General Assemblies;
- Administration of the association’s assets;
- Admission and expulsion of members of the association;
- Hire and termination of employees of the association;
Special duties of single Board members
- The President (in case he is unable to do so, the Vice President, or the second Vice President in his absence or the third Vice President, if the latter is also unavailable) externally represents the association collectively with a second Board member pursuant to the following provision. Any written documents of the association require the signature of the President and the Secretary, in financial matters (= dispositions of assets) the signature of the President and the Treasurer. Legal transactions between the Board members and the association additionally require the approval by the General Assembly to be valid.
- The office holders mentioned in paragraph 1 are the only persons entitled to grant legal powers of attorney/binding authorisations, to externally represent the association or to sign legal documents in its name.
- In the event of imminent hazard, the President shall be authorised to take measures independently at his own responsibility, even in matters falling within the competence of the General Assembly or of the Board; These measures, however, require the subsequent approval of the responsible organ.
- The President (and in his absence the Vice President) shall preside over meetings of the General Assembly and the Board.
- The Secretary shall support the President in managing the association’s affairs. He is responsible for taking the minutes at the General Assembly and Board meetings.
- The Treasurer is responsible for the proper management of the association’s finances.
- In the event of his unavailability, the President shall be represented by the Vice President (in the latter’s absence by the second Vice President). If the Secretary is also unable to fulfil his duties, he shall be represented by the Treasurer and vice versa.
- The General Assembly shall elect two auditors for a period of two years. They may be re-elected.
- The auditors’ duties are to check the current business and the statement of accounts. The auditors shall report the results of the audit to the Board.
- In addition, the provisions of § 11 paragraphs 3, 8, 9 and 10 as well as § 13 paragraph 1, last line, apply analogously.
- If three-quarters of the full members of the association, who belong to a certain centre, determine the dissolution of this centre, the General Assembly may rule on the dissolution of the respective centre as per § 10 paragraph 1 lit (h). A collective withdrawal of three-quarters of the full members of the association, who belong to a certain centre, triggers the automatic dissolution of this centre. Remaining members of this centre may join a different centre of their choice.
The court of arbitration
- All disputes arising from the associative relationship shall be settled by the association’s internal arbitration court. It is a “mediation board” according to the Association Act 2002 and not an arbitration tribunal according to §§ 577
- The court of arbitration is composed of three regular members of the association. It is set up when one party to the dispute nominates one member as an arbitrator by informing the Board in writing. Within seven days, the Board shall request the other party to also nominate an arbitrator within 14 days. After informing the Board within seven days, the two appointed arbitrators shall elect a third ordinary member to act as chairman of the court of arbitration. If the vote is tied, a decision shall be reached by drawing lots. Members elected to the court of arbitration may not belong to any organ – with the exception of the General Assembly – whose activities are an object of the dispute.
- The court of arbitration renders its judgment after hearing both parties’ statements in the presence of all its members by a simple majority of votes. It decides according to its best judgement and knowledge. Its decisions are final within the association.
Dissolving the association
- The voluntary dissolution of the association can only be decided by a General Assembly that was specifically organised for that purpose and requires a qualified two-thirds majority of the valid votes.
- The General Assembly shall also pass a resolution concerning the assets of the association – if any association assets exist. In particular, the General Assembly shall appoint a liquidator and pass a resolution regarding to whom the association’s assets shall be transferred to after all and any liabilities have been covered.
- In the event of a dissolution of the association or should the previous purposes of the association cease to exist, then the remaining association assets – to the extent possible and permissible – shall fall to an organisation with the same or similar purpose as this association. Otherwise these assets are to be used for non-profit, charitable, or church-related purposes pursuant to §§ 34 ff. of the Federal Fiscal Code.
The use of the female form in the present articles equally relate to the male form and vice versa.