Association statutes

§1 Name, seat and field of activity

The association is called "Nepal Trust Austria - Health and Social Projects for Nepal".
It has its headquarters in Vienna and extends its activities to projects within the framework of development cooperation in Nepal.
The establishment of branch associations is not intended.

§2 Purpose

The association works on a non-profit basis, its activities are not profit-oriented and serve social tasks. It aims at development cooperation in Nepal as well as relevant media education work in western civil society.

§3 Means to achieve the purpose of the association

The purpose of the association shall be achieved by the idealistic and material means mentioned in paragraphs 2 and 3.
As ideal means serve

Network formation
Media appearance
Events and exhibitions for the purpose of fundraising and educational work
Administrative implementation
Promotion & implementation of development cooperation projects. Besides supporting the hospital in Simikot to ensure medical care for the population of Humla, Nepal), the main focus is on the implementation of targeted social projects to improve the quality of life of the population in Nepal as well as
corresponding educational work in western civil society.
Transfer of know-how
Cooperation with the Nepal Austria Partnership Organisation (NAPO) branch in order to be able to carry out all project activities in Nepal, including financial processing and official work. Here I have taken out the annual audit by our auditors because it is not feasible.
The necessary material resources are to be raised by
Contributions of supporting members
Promotion
Financial donations
Donations in kind

§4 Types of membership, cooperation in the association

The members of the association are divided into Full Members, Supporting Members and Honorary Members.
Honorary members are members who have taken over tasks in the association, but have no influence on the financial management of the association. Honorary members are not entitled to vote in the General Assembly.
Full members are members who have taken over tasks and offices (chairman, treasurer, secretary, their deputies and special representatives). These members are involved in the financial management of the association. Ordinary members are entitled to vote in the General Assembly.
Supporting members are members who support the Association financially by means of a varying amount of money, which must be agreed upon by the Board. Supporting Members are not entitled to vote in the General Assembly.
Employees of the Association are persons who work for the Association for a fee. Their area of responsibility is defined in a job description. Employees are not entitled to vote in the General Assembly
Honorary members and full members may not receive financial contributions from the association for their tasks. Excluded from this are expenses incurred in the execution of direct aid actions in the target area of the association. These are decided by the executive committee.

§5 Acquisition of membership

All natural persons who have reached the age of 14 years as well as legal entities can become members of the association.
The board of directors decides on the admission of full and extraordinary members. The admission can be refused without giving reasons.
The appointment as honorary member is made by the General Assembly upon application of the Board of Directors.
Prior to the constitution of the association, the provisional admission of members is made by the proponent(s). This membership only becomes effective upon constitution of the association.

§6 Termination of membership

Honorary and full membership expires by death, for legal entities by loss of legal personality, by voluntary resignation and by exclusion.
The resignation of honorary and full members can only be effected with the first of each month. If the notification is made late, it is only effective on the next resignation date. The date of posting is decisive for the timeliness of the notice.
The Board of Directors may exclude an honorary or supporting member by unanimous circular resolution without giving reasons.
The exclusion of an Honorary and Ordinary Member from the Association may be ordered by the General Assembly upon application by a Board Member with a simple majority for gross violation of other membership obligations and for dishonorable conduct.
Supporting membership expires automatically if the fixed membership fee has not been paid by the end of the current year.

§7 Rights and duties of the members

The members are obliged to promote the interests of the association to the best of their ability and to refrain from everything that could damage the reputation and purpose of the association. They must observe the statutes of the association and the resolutions of the association's organs. The supporting members are obliged to pay the agreed contribution in the amount decided by the board of directors on time.

§8 Organs of the association

Organs of the association are the general assembly (§§ 9 and 10), the executive committee (§§ 11 to 13), the auditors (§ 14) and the arbitration court (§ 15).

§9 The General Assembly

The Ordinary General Assembly takes place once a year.
An extraordinary General Assembly shall be held upon resolution of the Executive Committee, the Ordinary General Assembly or upon written, justified request of at least one tenth of the members entitled to vote (§ 7 para. 1 and § 9 para. 6) or upon request of the Auditors within four weeks.
All members must be invited in writing to both the ordinary and the extraordinary General Meetings at least two weeks before the date. The appointment of the General Assembly must be made with an indication of the agenda. The convening is done by the board.
Motions for the General Assembly must be submitted to the Board in writing at least three days before the date of the General Assembly.
Valid resolutions - except those concerning a motion to convene an extraordinary General Assembly - can only be passed on the agenda.
All members are entitled to participate in the General Assembly. Only Ordinary Members are entitled to vote. Each member has one vote. Legal entities are represented by an authorized representative. The transfer of the right to vote to another member by means of a written power of attorney is permitted.
The General Assembly shall constitute a quorum if half of all Members entitled to vote or their representatives (paragraph 6) are present. If the General Assembly does not constitute a quorum at the appointed hour, the General Assembly shall take place 30 minutes later with the same agenda, which shall constitute a quorum regardless of the number of members present.
Elections and resolutions in the General Assembly shall normally be made by a simple majority of votes. Resolutions by which the statutes of the Association are to be amended or the Association dissolved, however, require a qualified majority of two thirds of the valid votes cast.
The General Assembly is chaired by the Chairman of the Board of Directors, in his absence by his deputy. If the deputy is also prevented, the oldest present member of the Board of Directors in years shall chair the meeting.

§10 Scope of duties of the General Meeting

The following tasks are reserved for the General Assembly:

Receipt and approval of the annual report and the financial statement;
to decide on the budget;
election, appointment and dismissal of the members of the Board and the auditors; approval of legal transactions between Board members and auditors with the Association;
discharge of the board;
Determination of the amount of the contributions of supporting members;
Granting and revoking honorary membership;
Decisions on amendments to the statutes and the voluntary dissolution of the association;
Consultation and resolution on other issues on the agenda.

§11 The Board of Management

The board of directors consists of at least six members, namely the chairman and his deputy, the secretary and his deputy, the treasurer and his deputy.
The Board of Directors is elected by the General Assembly. If an elected member resigns, the Board of Directors has the right to co-opt another eligible member in his place, for which purpose the subsequent approval must be obtained at the next General Assembly. If the Board of Directors fails at all or for an unforeseeably long period of time without self-supplementation through co-optation, each auditor is obliged to immediately call an extraordinary General Assembly for the purpose of electing a new Board of Directors. Should the auditors also be incapable of acting or not exist, each Ordinary Member who recognizes the emergency situation must immediately apply to the competent court for the appointment of a curator, who must immediately call an extraordinary General Assembly.
The term of office of the Board of Directors is two years. Re-election is possible.
The Board of Directors is convened in writing or orally by the Chairman of the Board of Directors or, in his absence, by his deputy. If the deputy is also prevented from attending for an unforeseeable period of time, any other member of the Board of Directors may convene the Board of Directors.
The Executive Board has a quorum if all its members have been invited and at least half of them are present.
The Board of Directors passes its resolutions with a simple majority of votes; in the event of a tie, the Chairman has the casting vote.
The Board of Directors shall also constitute a quorum outside the General Assembly if a unanimous circular resolution is passed.
The Chairman of the Board of Management shall chair the meeting, or, if he is prevented from doing so, his deputy. If the deputy is also prevented, the oldest member of the Executive Board present at the meeting shall take the chair.
Apart from death and expiry of the period of office (Para. 3), the function of a member of the Board of Directors expires by dismissal (Para. 9) and resignation (Para. 10).
The General Assembly may dismiss the entire Board or individual members at any time. The dismissal comes into effect with the appointment of the new Board of Directors or Board Member.
The members of the Board of Directors may at any time declare their resignation in writing. The declaration of resignation must be addressed to the Board of Directors, or in the case of resignation of the entire Board of Directors, to the General Assembly. The resignation shall only become effective upon the election or co-optation (para. 2) of a successor.

§12 Scope of duties of the Board of Directors

The executive committee is responsible for the management of the association. It is responsible for all tasks which are not assigned to another organ of the association by the statutes. The following matters in particular fall into its area of activity:

Organization and execution of the association work, which has the goal to serve the purpose and the use of the association;
Providing the non-material and material means to achieve the purpose of the association;
Preparation of the annual budget as well as drawing up the annual report and the financial statement;
Preparation of the General Assembly;
Convening of the ordinary and extraordinary General Assembly;
Administration of the association's assets;
to initiate, examine and approve proposals for projects of the Association's activities;
Admission and exclusion of members of the Association;
Admission and termination of employees of the Association.

§Section 13 Special Obligations of Individual Members of the Board of Management

The chairman of the board represents the association externally. Written copies of the association require the signatures of the chairman of the board and the secretary to be valid, in financial matters (asset dispositions) the chairman and the treasurer. Legal transactions between members of the board and the association also require the approval of the general assembly to be valid.
Legal authorizations to represent the Association to the outside world or to sign on its behalf may only be granted by the functionaries mentioned in paragraph 1.
In principle, the principle of dual control applies to all actions within the scope of the activities of individual members of the Board of Directors.
In the event of imminent danger, the chairman of the board is entitled to issue orders independently and under his own responsibility, even in matters that fall within the scope of the General Assembly or the Board of Directors; however, these orders require the subsequent approval of the responsible organ of the association.
The chairman of the board of directors shall chair the general assembly and the board of directors.
The secretary has to support the chairman of the board in the management of the association's business. He is responsible for keeping the minutes of the General Assembly and the Board of Directors.
The treasurer is responsible for the proper financial management of the association.
In case of being prevented, the chairman of the board, the secretary and the treasurer are replaced by their deputies.

§14 The Auditors

The two auditors are elected by the General Assembly for a period of two years. Re-election is possible.
The auditors are responsible for the ongoing control of the business and the examination of the financial statements. They must report to the General Assembly on the results of the audit.
In all other respects the provisions of § 11 para. 3, 8, 9 and 10 as well as § 13 para. 1 last sentence shall apply to the auditors analogously.

§15 The Arbitration Tribunal

All disputes arising from the association relationship are to be settled by the association's internal arbitration court.
The court of arbitration is composed of three ordinary members of the association. It is formed in such a way that one party to the dispute informs the board in writing of the name of a member as arbitrator. Upon request by the Board of Directors within seven days, the other party to the dispute shall nominate a member of the Arbitration Court within 14 days. After notification by the Board of Directors within seven days, the named arbitrators shall elect a third regular member as chairman of the arbitration tribunal within a further 14 days. In the event of a tie, a lottery will be drawn among the nominees.
The Arbitration Court will make its decision in the presence of all its members with a simple majority of votes. It decides to the best of its knowledge and belief. Its decisions are final within the association.

§16 Dissolution of the association

The voluntary dissolution of the Association may only be decided in an extraordinary General Assembly convened for this purpose and only with a two-thirds majority of the valid votes cast.
This General Assembly must also decide on the liquidation of the Association, provided that the Association's assets are available. In particular, it must appoint a liquidator and pass a resolution on to whom the assets of the Association remaining after the liabilities have been covered must be transferred.
In the case of voluntary dissolution, in the event of an official dissolution of the association, as well as in the event that the previously favored purpose of the association ceases to exist, the remaining assets of the association are to be used exclusively and directly for purposes favored by donations in the sense of the ³ 4a Z. 3 EStG 1988. Is this still current?
The last board of directors of the association has to notify the voluntary dissolution in writing to the responsible Federal Police Directorate Vienna, Office for Association, Assembly and Media Law Matters, within four weeks after the resolution has been passed. He is also obliged to publish the voluntary dissolution within the same period in a newspaper intended for official announcements.

Note: Due to better readability of the statutes, gendering of the text has been omitted.

Helena Hinterecker, MA: Secretary

Social economist and since 2015 research and project coordinator of the Mahila Avaz - Women's Voice Women's Protection Center. Together with affected women and the local team on site, she developed all project contents in a participatory process, led the operative and strategic management in Nepal as well as fundraising in Austria. In the meantime, the employees were able to take over a large part of these tasks in constant exchange with the target group in Simikot - Empowerment at it's best!