Articles of the Association

Institut für technologiebasierte Ausbildung in Gesundheit, Management und Soziale Dienste (IHM)
Institute for technology-based education in health, management and social services (IHM)

§ 1: 1) Name, domicile and field of activity

The association has the name IHM International – Institute for technology-based education in hHalth, Management and Social Services International.
It is located in Wels and is active in the whole federal territory, with the education, educational programs and further education all over the world.

§ 2: Purpose

Since education is extremely important in nearly all areas of life and with the help of modern media (especially with modern information and communication technology) time- and location-independent to communicate, the association, whose activities are not directed by profit, has the function to develop, offer and support education and further education with the focus on health, management and social services national and international and to support the worldwide exchange of knowledge.
The association also works with other research-, education- and further educational institutes.

§ 3: Instrument to achieve the purpose of the association

(1) The purpose of the association will be achieved using the resources stated in section 2 and section 3.

(2) as non-material instruments serve

a) The development and the offering of national and international educational programs, nationally as well
as internationally.
b) The organisation of speeches, scientific seminars and conferences,
c) The organisation of congresses and conduction educational and training seminars.
d) The composition and publication of scientific papers
e) Refunding of reports/expertises
f) The development and conducting of educational programs and courses and the development of special
study offers (eg. University certificate courses and certificate seminars)
g) Socializing events and
h) public relation work.

(3) The necessary material resources will be applied by

a) membership fees and dues
b) course fees
c) proceeds from events and
d) club owned enterprises,
e) donations
f) collections
g) legacies and other contributions

§ 4:Types of Membership

(1) The members of the association are divided in fully, extraordinary/exceptionally and honorary members.

(2) Fully members are those, which are fully involved in the tasks of the association.

(3) Extraordinary/exceptionally members are those, who support the activities of the association especially with the payment of an appropriate membership fee. Honorary members are those people who are deputized as an honorary member because of special merits.

§ 5:Acquisition of membership

(1) Every natural person as well as legal person and legal entity can become a member of the association.

(2) The board decides about the admittance of fully and extraordinary/exceptionally members. The admittance can be refused without any statement.

(3) The nomination of an honorary member takes place by proposal of the board to the General Assembly.

§ 6: Ending of membership

(1) The membership ends with death, for legal persons and legal entities with the loss of the legal entity, with voluntary withdrawal and exclusion.

(2) The withdrawal can take place only at the 31.12 of the year. The withdrawal has to be given to the board at least one month before. If the withdrawal was handed in too late, it is valid for the next possible date of withdrawal. The postmark shell be decisive for the date of notification.

(3) The board can dismiss a member, if the member has not paid the membership fee, despite two written notifications and an appropriate extension of time for payment longer than six months. The obligation to pay the due membership fee remains unaffected by this decision.

(4) The board is able to exclude a member because of rough infringements of membership obligation and of dishonourable behaviour.

(5) The withdrawal of honorary membership may be decided on the grounds mentioned in § 4 of the General Assembly on the request of the Board.

§ 7: Rights and obligations of members

(1) The members are entitled to participate in all appropriate activities and events of the association and to use the facilities. The right to vote in the General Assembly as well as the active and passive election is available to only the fully and honorary members.

(2) Each member is entitled to require the delivery of the statutes from the board.

(3) At least one tenth of the members can request the board to convene a General Assembly.

(4) The board has to inform the members about activities and financial performance of the association at every General Assembly.
If at least a tenth of the members request these information giving reasons for their request, the board has to give them the information required within 4 weeks.

(5) The members have to be informed about the audited accountability reports (accounting). If this is done in the General Assembly, the accountants/auditors have to be involved.

(6) The members are obligated to support the interests of the association and prevent everything that could harm the reputation and the purpose of the association. The members have to follow the statutes and decisions of the associations’ organs. The fully and extraordinary/exceptionally members are
obligated to pay the membership fees, which are decided in the General Assembly, on time and the full amount.

§ 8: Association organs

Organs of the association are the General Assembly (§ § 9 and 10), the Board (§ § 11 to 13), the Accountant/Auditor (§ 14) and the Board of Arbitration (§ 15).

§ 9: General Assembly

(1) The General Assembly is the “assembly of all members” according to the Austrian Association Act 2002. The ordinary General Assembly takes place every 4 years.

(2) An extraordinary General Assembly can take place when:

a. the board or the ordinary General Assembly decides this,
b. there is a written request from at least a tenth of all members,
c. if the accountant(s)/auditor(s) request it (§ 21 sec. 5 first sentence VereinsG),
d. if the accountant(s)/auditor(s) decide it (§ 21 sec. 5 second sentence VereinsG, § 11 sec. 2 third sentence of these statutes),
e. Decision of a curator/Trustee installed by court (§ 11 sec. 2, last sentence of this statute) within 4 weeks time.

(3) All members of the association have to be invited 2 weeks before the General Assembly. This has to happen in written form, per E-Mail, per fax or per Mail (to the address, number that the member has given the association). This is valid for ordinary as well as extraordinary General Assembly. The agenda has to be attached to the scheduling of the General Assembly. The gathering of a General Assembly can be made by the board (sec. 1 and sec.2 lit. a-c), by the accountant/auditor (sec. 2 lit. d) or by a curator/trustee installed by the court (sec. 2 lit. e).

(4) Written requests for the General Assembly have to be handed to the board latest 3 days before the date of the General Assembly, via e-mail or fax.

(5) Valid decisions – except those requests about gathering an extraordinary General Assembly – can only be made concerning topics of the agenda.

(6) All members have the right to attend the General Assembly, but only the full members and honorary members have a vote. Every of those members has 1 vote. The transfer of a vote to another is possible in form of a written authorization.

(7) The General Assembly has a quorum without regards to number of members present.

(8) The elections and decision making usually takes place by simple majority of the given and valid votes.
Decisions to change the statutes or to dissolve the association, need at least two third of the given and valid votes.

(9) The chairman leads the General Assembly and his/her representative if he/she is not available. If the representative is also not available the eldest board member present leads the General Assembly.

§ 10: Assignments of the General Assembly

The General Assembly has the following assignments:

a) Decision making concerning suggestions;
b) Accepting and approving the annual report, accountability report and balance sheet coming from the accountants/auditors;
c) Election and dismissal of the members of the board and accountants/auditors;
d) Approving legal transactions between accountants/auditors;
e) Discharging the board;
f) Setting the fee for joining and the fee for membership;
g) Award and withdrawal of honorary memberships;
h) Decision making concerning changes in the statutes and voluntarily dissolving of the association;
i) Consulting and decision making concerning other points of the agenda.

§ 11: Board

(1) The board consists minimum of the chairman/chairwoman as leading institution and a treasurer as financial institution.

(2) The board will be elected by the General Assembly.

(3) The board has the right, in the case that one board member resigns, to co-opt another electable member. This has to be confirmed by the next General Assembly. If the whole board drops out or is not available for a longer time without co-opting someone else, the official accountant must gather the General Assembly to elect a new board. Should the official accountant be incapable of action as well, every full member who realizes this emergency situation, has to apply for a trustee at the responsible court, who has to gather an extra ordinary General Assembly.

(4) The term of office of the board is 4 years, re-election is possible. Every function in the board hast o be executed personally.

(5) The board will be gathered by the chairman/chairwoman, if there is no representative, in written or verbal form. If the chairman/chairwoman is unexpectedly prohibited for longer time, every board member has the right to gather the board.

(6) The board has a quorum, if all members were invited and at least half of the members are present.

(7) The board make its decision with simple majority of votes. In the case of a tie, the vote of the chairman/chairwoman will decide.

(8) The chair will be held by the chairman/chairwoman, a representative if he/she is not available. If they are not available as well, the person who will be elected by the majority of the board members.

(9) Except of death and expiry of the term of office (3), the function of a board member can be ended by dismissal (9) and resignation (10).

(10) The General Assembly hast he right to dismiss the whole board, or board members. The dismissal comes into force when the new board or board members are appointed.

(11) The board members have the right to hand in their resignation in written form. The resignation has to be addressed to the board, or in the case that the whole board resigns, to the General Assembly. The resignation comes into force with the co-opting (2) or the election of a successor.

§ 12: Assignments of the Board

The board is obliged to manage the association. It is the „managerial institution“ according to the association constitution 2002. The board ha to fulfil all duties which are not assigned to another association institution according to the statutes. In its sphere of action are especially the following tasks:

(1) Installing an adequate controlling and accounting system with a current recording of all income/expenditures and a record of all assets and liabilities as minimum requirements.

(2) Preparation of estimated income, accountability report and balance sheet,

(3) Preparation and gathering of the General Assembly in cases of §9, 1 and 2 lit. a-c, of this statutes;

(4) Informing the members about activities of the association, performance and the reviewed balance sheet,

(5) Management of the associations’ assets and money;

(6) Accept and deny/dismiss full members and sustaining/extraordinary members;

(7) Accept and dismiss employees of the association.

§ 13: Special obligations of particular members of the board

(1) The chairman/chairwoman deals with the daily business of the association. The treasurer supports the chairman/chairwoman and is responsible for the financial performance of the association.

(2) The chairman/chairwoman represents the association. Written documents of the association need the signature of the chairman to obtain legal status, in matters of money/finances the documents needs the signature of the treasurer. Legal transactions between board members and association need to have the
approval of a second board member.

(3) Authorisations for legal acts, to represent the association officially or to sign in its name, can exclusively be granted by the board members stated in 2.

(4) In case of imminent danger, the chairman/chairwoman has the right , even in affairs, which are in the sphere of action of the General Assembly or the board, to take action on his/her own responsibility. Internally these actions have to be approved afterwards.

(5) The chairman/chairwoman has the lead chair in the General Assembly and board.

(6) The chairman/chairwoman is responsible to protocol for the General Assembly and the board.

(7) The treasurer is responsible for the orderly financial conduct of the association.

§ 14: Accountants/Auditors

(1) Two accountants are elected by the General Assembly for 4 years. Re-election is possible. The accountants must not be part of an institution of the association except the General Assembly, whose obligation is to control.

(2) The accountants have the responsibility to control the current business as well as to control the financial performance of the association according to orderly accounting and statutory usage of the resources.
The board has to give the accountants all documents and information necessary. The accountants have to inform the board about the results of the examination.

(3) Legal transactions between the accountant and the association need the approval of the General Assembly. Otherwise the legal provisions of § 11 section 8 until 10 apply for the accountants correspondingly.

§ 15: Board of Arbitration

(1) For amicable adjustment of all disputes arising from the association, the internal board of arbitration has to be addressed. An association’s „mediation board“ according to the Austrian Association Act 2002 has to be applied and not an arbitration court according to §§ 577 ff ZPO.

(2) The “mediation board“ consists of 3 full members. It will be composed as follows. One disputing partner has to announce the board in written form a member of the “mediation board”. Within 7 days the board request from the other dispute party to name a member of the “mediation board” within 14 days.
After notification through the board within 7 days, the two nominated arbitrators have elect a third member as chair of the “mediation board” within 14 days. In case of a tie, elections shall be decided by lot. The arbitrators are not allowed to be part of an institution – except the General Assembly – whose actions are subject of the dispute.

(3) . The „mediation board“ decides after having heard both sides and under presence of all its members with simple majority. It decides according to its best knowledge and conscience. Its decisions are final and binding internally.

§ 16: Voluntarily dissolution of the association

(1) The voluntarily dissolution of the association can only be decided by the General Assembly and with 2/3 majority of the valid votes.

(2) The General Assembly also decides, if there are assets of the association, how they are settled. The General Assembly has to install a liquidator and decide what will happen with the association’s assets, after all depths have been balanced. The remaining assets have to be transferred to an association with similar purpose and further usage according to § 2.