Articles of Association of the Association “Internationale Gesellschaft der Mayr-Ärzte”/ International Society of Mayr Physicians
§1 Name, seat and area of activity
(1) The name of the association is „Internationale Gesellschaft der Mayr-Ärzte“/International Society of Mayr Physicians
(2) The seat of the association is Innsbruck, Austria.
(3) The area of activity of the association is the complete territory of Austria and abroad.
The association acts on a non-profit basis. Its sole objective is to disseminate the diagnostic and therapeutic insights of the Austrian physician and researcher Dr. Franz Xaver Mayr, MD by the cooperation of its members in developing them further and in obtaining their recognition by all physicians.
§3 Resources for the achievement of the objects of the association
(1) The objectives of the association are to be achieved through non-material and material resources.
(2) Non-material resources are:
(a) Organization of training courses in order to train physicians according to the guidelines for the ÖÄK-Diploma “Complementary Medicine, Diagnostics and Therapy according to Dr. F.X.Mayr” for the obtainment of this diploma.
(b) Organization of other advanced training and training courses
(c) Organization of lectures, congresses and conferences
(d) Publication of a newsletter
(e) Realization and promotion of research projects for the scientific substantiation of the diagnostics and therapy according to Dr. F.X.Mayr
(3) The required material resources shall be financed by
a) Membership fees
b) Revenue from training and advanced training events, lectures, seminars, media
c) Fees for the participation in other events of the association
d) Donations, fund raising, legacies and other contributions
e) Subsidies and government grants
§4 Types of membership
(1) The members of the association may be subdivided the following way
a) Full members
b) Associate members
c) Passive members
d) Honorary members
a) Full members are physicians and dentists who have acquired the ÖÄK-Diploma “Complementary Medicine, Diagnostics and Therapy pursuant to Dr. F.X.Mayr” through the association’s training courses
b) Before having acquired the ÖÄK-Diploma physicians and dentists may only be associate members
c) Passive members may be natural persons or bodies corporate who support the association’s activities financially
d) Honorary members may be persons who have been appointed due to their special merits by the general assembly
(1) Natural persons, corporate bodies and business partnerships with legal capacity may become members of the association.
(2) To acquire full membership, natural persons require the ÖÄK-Diploma “Complementary Medicine, Diagnostics and Therapy pursuant to Dr. F.X.Mayr” by the successful participation in the training courses celebrated by the association
(3) The Board decides upon the admission of full and associated members on written request of the interested person. The admission may be denied without giving reasons.
Passive members may be natural persons or corporate bodies who support the association’s activities financially
(4) The appointment of passive and honorary members is carried out at the suggestion of the Board by resolution of the general assembly with a two-third majority.
§6 Termination of the membership
(1) The membership terminates upon death and in case of corporate bodies and business partnerships with legal capacity on losing their legal status, voluntary resignation and by expulsion.
(2) Termination can be carried out only by December 31 of a calendar year. The Board must be informed about it in writing 3 months prior to the end of the year. If the notification is carried out belatedly, then it takes effect on the next date of termination. The postmark shall be authorative in determining timely notification.
(3) The Board can expulse a member if membership fees have not been paid for at least three months despite two written reminders and having granted an adequate period of grace. The obligation to pay the outstanding membership fees remains unaffected.
(4) The Board may also order expulsion of a member from the Association for gross violation of membership duties or due to dishonorable behavior that violates the purpose of the association after having heard the defendant. All membership privileges shall be suspended until the resolution.
§7 Rights and obligations of members
(1) Members are entitled to participate in all events of the association and to use its facilities. Full members and only those honorary members who were full members before are entitled to vote in the general assembly and have active and passive electoral rights.
(2) All members are entitled to request that the Board obey the Articles.
(3) A General Assembly shall be convened if at least one tenth of the members demand so.
(4) The members have to be informed in each General Assembly by the Board about the activities and the financial administration of the Association. If at least one tenth of the full members require it, so stating the respective reason, the Board has to render this kind of information within four weeks.
(5) The members have to be informed by the Board of the approved balance (accounting). If this is carried out during the General Assembly, the auditors must be included.
(6) The members are obliged to promote the interests of the Association to the best of their ability and to refrain from everything that would detract from the reputation and purpose of the Association. They have to comply with the Articles and with the resolutions of the bodies of the association. Full and extraordinary members are obliged to the punctual payment of the membership fees in the amount decided by the General Assembly. Payment of membership fees has to be carried out within the first quarter of the year. Later entrants also have to pay the complete membership fee.
(7) Honorary Members shall be exempted from membership fees.
§ 8 Bodies of the Association
Bodies of the Association are the General Assembly (§§ 9 and 10), the Board (§§11 to 13), the Auditors (§ 14) and the Arbitral Tribunal (§15).
§ 9 General Assembly
(1) The General Assembly shall be held annually.
(2) An extraordinary General Assembly shall be called
a. on the orders of the Board or of the ordinary General Assembly.
b. on written request of at least one tenth of the members
c. at the request of the auditors (§21 Paragraph 5 first sentence Associations Act)
d. resolution of the auditor(s) (§ 21 Paragraph 5 second sentence Associations Act, §12 Paragraph 2 third sentence of the Articles
e. resolution of a curator appointed by court (§ 11 Paragraph 2 last sentence of the present Articles)
within four weeks.
(3) For both ordinary and extraordinary General Assemblies, all members must be invited at least two weeks in advance in writing by mail, by fax or by e-mail (to the fax number or e-mail address). The Appointment of the General Assembly has to be accompanied by the order of business. The Executive Committee shall convene the General Meeting (paragraph1 and 2 lit. a-c) by an auditor (Paragraph 2 lit. d) or by a curator appointed by court (Paragraph 2 lit. d)
(4) Requests of the members at the assembly are to be given to the executive committee at least eight days beforehand in writing by mail, by fax or by e-mail.
(5) Valid resolutions may be passed only on motions on the agenda except for those on motions for convening and extraordinary General Assembly.
(6) All members can take part in the General Assembly. Only full members and honorary members, who were full members before, are eligible to vote.
Each member has one vote. The transfer of the eligibility to vote to another member is only allowed by a written authorization.
(7) The General Assembly shall constitute a quorum, irrespective of the number of Members present.
(8) The voting and quorum in the General Assembly usually result with a simple majority, resolutions concerning a change in the Association’s articles of association or its dissolution need, however, a qualified majority of two thirds of the valid votes cast.
(9) The President is chair of the General assembly and, in the case of his disability, the Vice President.
If the Vice President is also prevented, the General Assembly shall be chaired by the oldest present Board member.
§ 10 Duties of the General Assembly
a) Receipt and ratification of the statement of accounts and the closing of accounts with the involvement of the auditors.
b) Resolution on the budget.
c) Appointment and suspension of the Board members and the auditors.
d) Authorization of legal transactions between the auditors and the Association.
e) Discharge of the Board.
f) Stipulating the membership fees for ordinary and extraordinary members.
g) Bestowing and depriving the honorary membership.
h) Adoption of resolutions on amendments of the articles of association and voluntary dissolution of the association.
i) Discussion and resolution on any other business on the General Assembly agenda.
§ 11 The Board
(1) The Board consists of eight members: The President and the Vice President, the treasurer and the vice treasurer, the secretary and the vice secretary, the scientific coordinator and the vice scientific coordinator.
(2) The Board is elected by the General Assembly.
In case of the retiring of an elected member, the Board is entitled to co-opt another elective member, requiring the subsequent approval of the following General Assembly.
If the Board is absent without self-completion absolutely or indefinitely, the auditor is obliged to call up an extraordinary general assembly promptly for a new election of the Board. If the auditor is also incapable of acting, any ordinary member who recognizes the emergency situation has to request the appointment of a curator at the competent court which has to call up an extraordinary general assembly.
(3) The board is elected for a period of four years.
Re-election is permitted. Any duty within the Board is to be assumed on a personal basis.
(4) The Board will be convened by the President or, in case of his disability, by the Vice President, in writing or by verbal request.
If the Vice President is also absent for indefinite time, any other member of the Board may convene the Board.
(5) The Board shall constitute a quorum if all members have been invited and if a least half of its members are present.
(6) The Board shall adopt its resolutions by a simple majority, if there is a tie in the votes, the President’s vote is decisive.
(7) The Board is chaired by the President and, in the case of his disability, the Vice President.
If he is also absent, the Board is chaired by the oldest present member of the Board or a member of the Board determined by the other members of the Board.
(8) Except in case of death and the expiration his term of office, the function of a Board ends by suspension (paragraph 9) by demission (paragraph 10).
(9) The Assembly of Members can suspend the complete Board or individual Board members from office at any time with a two-thirds-majority of the present members entitled to vote. The dismissal shall not take effect until the new Board or member of the Board has been appointed.
(10) The members of the Board can declare their resignation in writing at any time. The declaration of withdrawal must be addressed to the Board and in case of the resignation of the complete Board to the Assembly of members. The resignation will only be effective with the election or co-option of a successor (paragraph 2).
§ 12 Duties of the Board
The Board is responsible for running the association. It is the management body according to the Associations Act 2002. It shall be given all the duties not assigned to another Association body by the Articles. The following duties fall in particular within its scope of operation.
(1) Establishment of an accounting system meeting the requirements of the association with the ongoing record of the income and expenses and maintenance of a list of assets as a minimum requirement.
(2) Preparation of the annual estimate, compilation of the annual report and the annual statement of accounts for the financial year. The financial year shall be the period from October first of the previous year to the September 30th of the present or the financial year.
(3) Preparation and calling of the Meeting of the Members in the case of § 9 Paragraph1 and Paragraph 2lit.a-c of these Articles.
(4) Dissemination of information to the members on the Association’s activities, management and the controlled balance of accounts.
(5) Administration of the Association’s assets.
(6) Acceptance and expulsion of full and extraordinary members.
(7) Recruitment and dismissal of employees of the Association.
§ 13 Special duties of particular members of the Board
(1) The President runs the current business of the Association, chairs the Board and the Assembly of members.
(2) The President represents the Association in public. Prior to payment of bills and incurring financial liabilities and risks exceeding the amount of 5000 Euro, the President requires a disclaimer of liability by the treasurer. Legal transactions between members of the Board and the Association additionally require the approval of the General Assembly to attain validity.
(3) Contractual authorizations to represent the Association on an external level or to sign on its behalf may be conferred exclusively to the members of the Board mentioned in paragraph 2.
(4) The Secretary has to support the President in the running of the Association’s business. In particular, he is entrusted with the proper keeping of the minutes of the Assembly of members and at the Board meetings.
(5) The treasurer is in charge with the proper financial administration of the Association.
(6) The President, the Treasurer in case of legal transactions between members of the Board and the Vice Treasurer may be replaced by their respective representatives.
(1) Two auditors are elected by the assembly of members for the duration of two years. Reelection is permitted. The auditors may not be part of other bodies of the association with the exception of the Assembly of members whose function is subject of the audit.
(2) The auditors’ duties are to control the current transaction and the financial transactions of the Association regarding the compliance of bookkeeping and the usage of the means according to the Articles for the calendar year. The Board has to submit the necessary documents and to provide the required information to the auditors. The auditors have to inform the Board and the Assembly of members on the result of the audition.
(3) Legal transactions between the auditors and the Association require an authorization by the Assembly of members. Otherwise the stipulations of § 11 Paragraph 8-10 apply for the auditors.
§15 Arbitral Tribunal
(1) The internal arbitral tribunal will settle all disputes resulting from the Association’s affairs as long as the Articles do not assign the decision to the Assembly of members. It is an “arbitration entity” according to the Associations Act 2002 and no arbitration court pursuant to §§ 577 ff Code of Civil procedure.
(2) The Arbitral Tribunal consists of three full members. It will be put together in such a way that the disputing party will name one member as arbitrator in writing to the Board. By request of the Board within 7 days, the other disputing party names for its part within 14 days a member of the Arbitral Tribunal. After having been informed by the Board within 7 days, the named arbitrators elect within further 14 days a third full member president of the arbitral tribunal. In the event of a tied vote, a decision is taken by drawing lots within the proposed arbitrators. Members of the arbitral tribunal may not be part of any body – with exception of the Assembly of members – the activities of which are object of the dispute.
(3) The arbitral tribunal reaches its decision in the presence of all its members with a simple majority after hearing both parties. It decides to better judgment and conscience. Its decision is absolute within the Association.
§16 Voluntary dissolution of the Association
(1) The voluntary dissolution of the Association can only be determined in a special General Assembly which has been convened for this purpose, and with a two-thirds majority of all valid votes.
(2) The Assembly of the members also has to decide upon liquidation provided that there are funds. In particular, it has to determine a liquidator who has to transfer the Association’s capital to the organization SOS-Kinderdorf after repayment of liabilities.