This is a translation of the official binding constitution (in German), for information purposes only. The honorary members are the Steering Board, and the ordinary members are the members of the Executive Board.
- Name, place and area of operations
The Association is called “Association for the promotion of open access publishing in quantum science” (Verein zur Förderung des Open Access Publizierens in den Quantenwissenschaften). It is registered in Vienna, Austria, and its scope is the development and maintenance of an open access journal in the area of quantum science. The creation of offshoot branches is not intended.
The activity of the association is not aimed at generating profit. It aims to achieve the creation and maintenance of a non-commercial, international, open publishing platform for research in the area of quantum science that is committed to the code of good scientific practice. This in particular includes a scientific open access on-line journal that uses peer review for quality control with low, and voluntary, publication fees for authors, as well as activities for the promotion, maintenance, and development of this journal.
- Means for reaching the goals of the association
The aim of the association shall be reached by the following actions and financial means. The designated actions are:
- Publication of a scientific open access journal
- Organization of quality control and peer review process for the journal
- Maintenance of the infrastructure and in particular the website for the journal
- Ensuring the sustained availability of the published articles
- Further actions aimed at maintaining, developing, and promoting the journal and the articles published therein
The necessary financial means shall be raised through:
- Entrance and membership fees
- Donations, collections, bequests, and other contributions
- Asset management (e.g. interest, other capital income, income from rent and lease, etc.)
- Earnings from organizing events
- Voluntary publication fees
- Institutions of the association
The institutions of the association are the general assembly (§ 9 and § 10), the presidency (§ 11, § 12 and § 13), the (at least two) controllers (§ 14) and the arbitral tribunal (§ 15).
- Types of membership
The members of the association are the ordinary, the extraordinary, and the honorary members. Ordinary members are those who participate fully in the working of the association. Extraordinary members are those who support the work of the association mostly by paying a specified membership fee. Honorary members are those who have been designated as such for their special competence or merit for the association.
- Joining the association
All natural persons of full age and all legal persons can become members of the association. The acceptance of new ordinary and honorary members is decided by the general assembly. The acceptanc of extraordinary members is decided by the presidency. The acceptance can be denied without justification. Until the constitution of the association acceptance is decided by the founding members. The membership only comes in effect with the creation of the association.
- Ending the membership
Membership ends automatically through death, for legal persons through the loss of the status of legal entity, through deliberate resignation, or through expulsion. Resignation is possible at any time. It must be communicated in writing or via email at least one month in advance to the presidency. In case of a change in mebership fees, in the 14 days following the comming into effect of such a change, all affected members have the right to end their membership retroactively to the date of the comming into effect of the change by writing or via email to the presidency. The presidency can expel a member if, despite two admonitions with an appropriate deadline, it has not payed its membership fee for more than six months. The obligation to pay the outstanding fees remains intact. The expulsion of a member from the association can moreover be decided by the general assembly on the grounds of dishonorable behavior. The derecognition for the before mentioned reasons can be decided by the general assembly following a motion of the presidency.
- Rights and duties of members
The members have the right to attend all events of the association. Only the ordinary and the the honorary members have voting right in the general assembly, as well as active and passive franchise. Every member has the right to demand that the presidency follows the consitution of the association. A general assembly may be called upon request of at least one tenth of the ordinary and honorary members. In any general assembly, members are to be informed about the financial status of the association. If at least one tenth of the members demands so, the presidency is obliged to provide them with this information also outside of a general assembly, within four months. The members are to be informed about the audited closing of books (accounting). In case that happens as part of a general assembly, the controllers are to be involved. The members are obliged to promote the interests of the association to their best endeavors and to refrain from anything that could damage the reputation or the purpose of the association. They must follow the statutes and the decisions of the association. The ordinary and the extraordinary members are obliged to pay the entrance and membership fees decided by the general assembly in a timely fashion. The members are obliged to provide a valid email address and, for legal persons, the name of a contact person, and to inform the association about changes of these in a timely fashion.
- General assembly
The generating assembly is the “Mitgliederversammlung” in the sense of the Vereinsgesetz (law for associations) 2002. A ordinary generating assembly is held once a year. An extraordinary general assembly is conducted upon
- decision of the presidency or an ordinary general assembly
- written motion of at least one tenth of the members
- demand from a/the controller(s)
- decision of a Rechnungsprüfer/s (§ 21 Abs. 5 zweiter Satz VereinsG)
- decision of a trustee ordered by court
within four weeks.
All members are to be invited to all ordinary and extraordinary general assemblies at least one week in advance in writing of via email to the address communicated by the members. The setting of the general assembly has to include a declaration of the agenda. The call happens though the presidency (cases a – c), through a/the controller(s) (case d), or the curator (case e). Motions for the general assembly have to be submitted in writing or via email to the presidency at least 14 days before the day of the general assembly. Valid decisions on all matters other than the call for an extraordinary general assembly can only be made on issues on the agenda. All members have the right to participate in the general assembly. Only the ordinary and the honorary members have voting rights. Every member has one vote, legal persons are to be represented by an authorized representative. Transfer of voting right to another member by means of a written authorization is possible, and votes can further be cast in advance through a suitable online voting system. The general assembly has a quorum irrespective of the number of members present. Generally, a single majority is sufficient for elections and decisions in the general assembly, decisions that alter the constitution of the association, such that dissolve the association, and such with which a member is defrocked from an office in the association or is expelled from the association require a qualified majority of at least two thirds of the valid submitted votes. The general assembly is chaired by the president, or in their absence by their deputy. In case the deputy is also absent the oldest member of the presidency chairs the general assembly.
- Tasks of the general assembly
The general assembly is reserved the right to perform the following tasks:
- Decisions on motions
- Reception and approval of the “Rechenschaftsberichts” and the “Rechnungsabschlusses” (accounting) with involvement of the controller(s)
- Election and defrocking of members of the presidency and the controller(s)
- Approval of legal transactions between the controller(s) and the association
- Exoneration of the presidency
- Determination of the entrance and mebership fees for ordinary and extraordinary members
- Awarding and derecognition of the honorary mebership
- Acceptance of ordinary members
- Decisions on changes in the statutes and the deliberate dissolution of the association
- Debating and deciding on other issues on the agenda
The presidency consists of four members, the president (Obfrau/Obmann) and her/his deputy, the secretary, and the cashier. The presidency is elected by the general assembly. In case of resignation of a member of the presidency, the presidency has the right to coop another electable member in their place, but a general assembly must be hold at the next possible date to retroactively approval the new member of the presidency or elect another member for the position. In case the presidency breaks down without coopting or for an unpredictable time, every controller has the obligation to immediately call for an extraordinary general assembly for the purpose of a reelection of the presidency. In case the controllers are equally unable to act, any ordinary or honorary member which takes notice of the emergency situation, has to order the appointment of a curator at the responsible court, who then immediately has to call for a general assembly. The term of the presidency is two years. Reelection is possible. Every role in the presidency is to be executed personally. The presidency is called by the president, or in their absence by her/his deputy. In case the deputy is also absent for an unpredictable amount of time any other member of the presidency can call the presidency. The presidency has a quorum if all its members were invited and at least half of them is present. The presidency decides with a simple majority; in case of equality of votes the vote of the chair decides. The presidency is chaired by the president, or by their deputies in case of absence. In case also the deputy is absent, the presidency is chaired by the oldest present member of the presidency. The function of members of the presidency ends with their death, the end of their term, or by defrocking or resignation. The general assembly can defrock individual members of or dissolve the whole presidency at any time. The defrocking or dissolution comes into effect with the election of a new (member of) presidency. The members of presidency can declare their resignation at all times. The declaration of resignation is to be directed at the presidency, in case of the resignation of the whole presidency at the general assembly. The resignation only comes into effect through the coopting or election of a successor/successors.
- Tasks of the presidency
The presidency heads the association. It is the “Leitungsorgan” in the sense of the Vereinsgesetzes 2002. It is charged with all tasks that are not declared to be a task of another institution of the association by the statutes. Its scope in participate includes the following tasks: (1) Establishment of a system of accounting appropriate for the requirements of the association, including a record of running costs and incomes and a directory of the assets of the association; (2) Compilation of an annual budget (Jahresvoranschlags) and a statement of accounts (Rechenschaftsbericht and Rechnungsabschlusses); (3) Preparation and call for the general assembly in the cases of § 9 a – c of these statutes; (4) Informing the members about the activities of the association, the conduct, and the audited Rechnungsabschluss (statement of accounts); (5) Management of the assets of the association; (6) Conducting the acceptance and the expulsion of members of the association; (7) Employment and layoffs of employees of the association. (8) Organization and control of the day-to-day business of the journal.
- Particular duties of individual members of the association
The president conducts the active business of the association. The secretary supports her/him in this. The president represents the association. Written documents of the association are valid only with the signatures of the president and the cashier. Legal actions between members of the presidency and the association require the the approval of at least one other member of the presidency. Authorization to legally represent the association or to sign in its name can only be given by the president and the cashier. In case of imminent danger the president is authorized to act on her own and in here own authority also in matters that are in the scope of the general assembly or the presidency. In the case of matters concerning internal affairs, such actions require the retroactive authorization through the responsible institution. The president chairs the general assembly and the presidency. The secretary takes the minutes in the general assembly and the presidency. The cashier is responsible for the orderly monetary conduct of the association. In case of absence or hindrance of the president she/he is acted for by her/his deputy and the secretary and cashier by another member of the presidency decided by the chair of the presidency.
Two controllers are elected by the general assembly for the duration of five years. Reelection is possible. The controllers can not be part of any other institution of the association – except for the general assembly – whose conduct they are controlling. The controllers are responsible for the ongoing control of the running business and the examination of the financial management of the association with respect to the compliance of accounting and the usage of funds in accord with the statutes. The presidency has to present the necessary documentation and disclose necessary information. The controllers have to report the to the presidency the result of their assessment. Legal transactions between the controllers and the the association require authorization through the general assembly. For the rest, the regulations of § 11 are valid for the controllers analoglously.
- Arbitral tribunal
The arbitral tribunal is appointed for the conciliation of disputes resulting from affairs of the association. It constitutes a “Schlichtungseinrichtung” in the sense of the Vereinsgesetzes 2002 and is not a Schiedsgericht according to §§ 577 ff ZPO. The arbitral tribunal consists of three ordinary members. It is formed in the following way. One of the two disputing parties names a member of the association as arbiter. The presidency then, within seven days, calls upon the other party to name their arbiter within 14 days. Within the seven days following their nomination, the presidency prompts the two elected arbiters to elect unanimously, within 14 days, a third ordinary member to become chair of the arbitral tribunal. The members of the arbitration tribunal must not be part of any institution – except the general assembly – that is involved in the dispute. The arbitration tribunal reaches decisions my single majority vote among all its members after hearing both sides. It decides in all conscience. Its decisions are final within the association.
- Deliberate dissolution of the association
The deliberate dissolution of the association can be decided only during a general assembly with a two thirds majority of the submitted valid votes. The general assembly must – in case the association has any assets – decide on their handling. In particular it must nominate a liquidator and decide to whom the liquidator shall, after covering all liabilities, the liquidator shall pass on the remaining assets of the association. Assets may include the journal as well as the domain and associated trademarks. The last presidency must inform the responsible authorities in writing about the dissolution of the association within four weeks.
- Usage of the assets of the association in case of dissolution of the association, or disappearance of the purpose of the association
In case of dissolution of the association or disappearance of its purpose, the assets remaining after covering all liabilities of the association are to be used for charitable objectives in the sense of §§ 34 ff Bundesabgabenordnung (BAO). To the extent possible and allowed, it shall thereby go towards institutions that seek similar goals as the current association.
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