European Mozartways


Statutes

European Mozart Ways

Statutes

European Mozart Ways

Association to promote the cooperation between the European Mozart cities and regions in the artistic, cultural, educational and scientific sphere, paying particular attention to the life and œuvre of Wolfgang Amadeus Mozart.

§ 1
Name • Headquarters • Business Year

(1) The association bears the name Europäische Mozart-Wege and is translated in the respective countries as Mozart Ways, Voies de Mozart, Vie di Mozart.
(2) The association has its headquarters in the city of Salzburg.
(3) The business year of the association is the calendar year. The first year of existence can be an incomplete year, beginning when the association is registered with the relevant authorities (in so far as no prohibitive notice is received within six weeks) and the end of the year.

§2
Purpose

The activities of the non-profit-making association are focused on the following main areas:

(1) To promote the understanding of W.A. Mozart as a European personality, to document his historically recorded stays in many music centres of his time and thus to rouse interest in Mozart and intensify knowledge about him. The routes travelled along by Mozart are to be activated and revealed as being something of cultural and historical interest, and made accessible to a broad public.
(2) Close cooperation is to be encouraged between the cities and regions in Europe where documentary evidence exists that Mozart visited, stayed there or passed through them as well as between their institutions in the artistic, cultural, educational and scientific sphere, especially in the sphere of music.  Furthermore joint projects by members are to be promoted in a generally informative way.  In the framework of this extensive task the association above all serves the purpose of making the works of W.A. Mozart and his contemporaries accessible for the general public, also as reflected in contemporary art.  All activities and products will have a common corporate design.  Joint identification serves in particular to demonstrate the unifying link between buildings that have an authentic Mozart reference.
(3) The cooperation as well as the promotion of joint projects by members.  As far as possible this should be balanced between the regions, taking account of historical and contemporary aspects.

§ 3
Funds to Achieve the Purpose of the Association

All funds of the non-profit-making association serve exclusively to achieve the purpose of the association.

(1) Contributions by patrons, sponsors and members
(2) Subsidies
(3) Donations and bequests
(4) Revenue from events, publications and related products
(5) Other gifts

(6) The idealistic means for achieving the purpose of the association are the creation, expansion and intensification of links with major personalities in public life in Austria and abroad, primarily in the field of the arts, business and politics as well as fostering various contacts through mutual exchange of ideas.

§ 4
Members

The members of the association are:

(1) Regular members: All natural and juristic persons can be accepted who are based on a route where there is documentary evidence that Mozart travelled along it and who are prepared to pay the membership fee as decided by the General Assembly. Institutions without regard to their legal seats have the same rights and obligations in case they follow the purpose of the association as fixed in § 2
(2) Extraordinary Members:
a) Patrons: Persons and corporate bodies who pay an annual minimum fee, determined annually by the General Assembly.  Details are regulated by the standing orders.
b) Sponsors: Persons and corporate bodies can be accepted as sponsors.  Details are regulated by the standing orders.
c) Associated members: Institutions effective in the interest of the purpose of the association as set down in § 2. Institutions within the meaning of § 4 (1) may also be affiliated as associate members They can be exempted from paying the fee and by request of the board take part with a consultant role in board and committee meetings.  Exemption from payment of the fee lasts only over a certain period and has to be agreed upon by the General Assembly.  The term of exemption can be extended.
(3) Honorary Members: These are such persons who have contributed major services to the association or on the basis of their artistic or social status are predestined to promote the aims of the association through their personal influence.

§ 5
Acquisition of Membership

(1) The board decides on the acceptance of regular and extraordinary members.  Membership can be refused without reasons being stated.

(2) Honorary members are appointed by request of the board and through the General Assembly.

(3) Membership is acquired when an acceptance application has been signed and presented and acceptance has been decided by the board according to paragraph 1. The same applies for paragraph 2.

§ 6
Termination of Membership 

(1) Membership expires through death (in the case of juristic persons through the loss of the juristic personality), voluntarily or by expulsion.
(2) Termination of membership can only occur on June 30th of each year.  The board has to be notified in writing at least two months in advance.  If notification is not made in time, termination of membership is only possible the following year.  Obligation to pay the due membership fees is unaffected by this.
(3) A member can be expelled by the board if the member is in arrears with payment of the membership fee longer than three months, and despite two written reminders fails to pay the fee within a further four weeks. 
(4) The expulsion of a member from the association can be stipulated by the General Assembly at the suggestion of the board due to serious violation of membership obligations or because of dishonourable behaviour.  The member is to be given the opportunity to make an oral or written statement before the resolution is passed.  The resolution of the board has to be justified in writing and sent to the member.  In case of an appeal against expulsion and until a decision is made by the court of arbitration (§ 16) the rights of members are suspended.
(5) The forfeiture of honorary membership can be decided for the reasons mentioned in paragraph 4 by the General Assembly at the request of the board.

§ 7
Rights and Obligations of Members 

(1) Regular members are entitled to make use of institutions (business office) and services of the association.

(2) All members have the right to vote in the General Assembly.  The passive right to vote is reserved for regular members.

(3) Extraordinary members have the right to bear the title "Honorary Member of the European Mozart Ways" or "Patron of the European Mozart Ways", or "Sponsor of the European Mozart Ways".

(4) Members are obliged within their power to promote the interests of the association and to prevent anything that could be harmful to the reputation and purpose of the association.  They have to comply with the statutes of the association and the resolutions passed by institutions of the association.  The regular and extraordinary members are obliged to pay the accession fee and the annual membership fees according to the amounts decided by the General Assembly punctually and at the latest by 31 March of the current business year.  

§ 8
Accession and Membership Fees 

(1) The General Assembly decides one year in advance on the amount to be paid as accession and membership fees.  The General Assembly can also delegate determining these fees to the board.
(2) The board is entitled, in special cases, to lower the membership fee of regular members or in cases of special need to waive payment for a temporary period.  Exemption requires agreement by the General Assembly.  It is permissible to extend the term of exemption.

§ 9
Institutions of the Association

The institutions of the association are the General Assembly (§§10 and 11), the board (§§ 12 and 13), the auditors (§ 14), the committees set up by the board according to requirements (§15) and the court of arbitration (§16).

§ 10
The General Assembly

(1) The regular General Assembly takes place once a year by written invitation.  Furthermore a General Assembly can be convened if it is in the interest of the association.  An extraordinary General Assembly can be convened at any time if the chairperson decides to do so or if a quarter of the regular members make a relevant written request. The same rules apply for the extraordinary General Assembly as for the regular General Assembly.
(2) All members are to be invited in writing to both regular and extraordinary General Assemblies at least six weeks in advance of the date.  Assemblies are convened by means of letters of invitation.  The agenda is to be made known in the letter of invitation.
(3) Requests concerning matters to be discussed at the General Assembly have to be submitted to the board at least two weeks (date of receipt by post) before the date of the General Assembly.
(4) Valid resolutions can only be passed as part of the agenda.
(5) All members are entitled to participate and to vote at the General Assembly.  Juristic persons are represented by a single person with power of attorney.  The authorisation to vote can be transferred by means of a written form to a regular member.  Every regular member can receive up to two authorisations to vote.
(6) Every General Assembly convened in the prescribed form has a quorum irrespective of the number of members who appear.
(7) Elections and resolutions passed in the General Assembly usually occur with a simple majority of votes of the members who are present.  Resolutions changing the statutes of the association do, however, need a qualified majority of two thirds of the valid votes cast by the members who are present.  Notification of every change affecting the statutes is to be dispatched in advance with the agenda.  The following resolutions can only be passed when at least half the association members are present (quorum) and when at least two thirds of the votes represented agree with the resolution:
    -  fundamental and material change in the purpose of the association
    -  the dissolution of the association
    -  the fusion of the association with another association or with a different society.
If an assembly capable of passing resolutions is not achieved the first time, a second assembly is to be convened at a new date at least four weeks later.  Even if there are fewer participants but a two-thirds majority is given, it can pass resolutions.
(8) The form of voting for the members who are present is determined by the chairman of the meeting.  The vote can be taken in writing if a quarter of the members present request this.
(9) The General Assembly is chaired by the president. If he or she is prevented from attending, he or she is represented by the first deputy president; if this person is prevented from attending, he or she is represented by the second deputy and if he or she is prevented then the oldest (as regards the number of years as a member of the association) board member who is present takes the chair.
(10) The business languages are German, English, Italian and French.

§ 11
Duties of the General Assembly

 The following duties are reserved for the General Assembly:

(1) To accept and approve the auditors' report and the closing of accounts, as well as exonerating the board and the auditors.
(2) To elect and appoint the members of the board and the auditors in a two-yearly term.  The elections have to take place by resolution of the General Assembly as an open or secret vote by means of a ballot paper.  Only those persons can be elected whose names are listed on the submitted nomination.  If only one nomination is submitted, a resolution can be passed to make the entire list available for election. 
(3) To determine the accession fee and the membership fees for regular and extraordinary members.(4) To award honorary membership or cancel it at the suggestion of the board.
(5) To pass resolutions about changing the statutes and the voluntary dissolution of the association.(6) To discuss and pass resolutions about other questions on the agenda.
(7) The General Assembly can, for important reasons, dismiss individual members of the board.  The most senior member of the board can carry out business until the following General Assembly.
(8) As regards money matters linked with a financial obligation the General Assembly can allow the board a framework, for the signature of which a simple majority of the board is required.

§ 12
The Board 

The Board of Directors is the managerial, administrative and executive institution of the association and is responsible for carrying out business including the administration of the association capital in accordance with the aims of the association.

(1) The Board consists of at least five and up to maximum of seven members who are elected for a term of two years by the General Assembly.
(2) The board consists of the president, the first and the second deputy president, the secretary and the treasurer and two further members. The board constitutes itself and draws up its own standing orders. One representative from five different countries should belong to the board.
(3) The board has a quorum when all its elected members are invited in writing two weeks in advance and at least four of them are present.
(4) The board adopts its resolutions with a simple majority of votes; in the event of parity, the president casts the deciding vote.
(5) The board sets up advisory boards that are active in accordance with the purpose of the association. (§15)
(6) The board is chaired by the president or represented by the first or second deputy.
(7) Other than death or completion of the term of office (paragraph 1) the function of a board member is terminated through dismissal (§ 11, paragraph 7) or resignation (§ 12, paragraph 7).
(8) Board members can at any time submit their resignation in writing. The resignation is to be submitted to the board; in case of the resignation of the entire board to the General Assembly. The resignation of a board member takes effect only after the board names a successor, with a seat and vote on the board, and is valid by the next General Assembly. More detailed regulations can be found in the standing orders of the board.
(9) The association is represented judicially and extra-judicially (§26 paragraph 2, BGB) by the president.
(10) The activity of the institutions of the association is in principle honorary. If expenditure occurs
in fulfilment of duties, these can be covered from the association funds by resolution of the
board.

§ 13
Special Functions of Individual Members of the Board

(1) The president is the highest official representative of the association.  He or she is responsible for representing the association, especially in public, towards authorities and third persons.  He /she presides over the General Assembly and board meetings.  The president can, in case he or she is prevented, be represented by the deputies.  If there is a danger that business may be held up or delayed he or she is entitled to make decisions independently and on his or her own responsibility, even in affairs that are in the remit of the General Assembly or the board.  However, any such decision taken independently requires subsequent approval by the relevant institution of the association.
(2) The secretary is responsible for taking the minutes at the General Assembly and at board meetings.
(3) The treasurer is responsible for correct management of funds and the current business supervision of the association.
(4) Money matters that are linked with a financial obligation and which exceed the amount determined by the General Assembly require approval by a simple majority of the board.

§ 14
The Auditors 

(1)     The two auditors are elected by the General Assembly for a period of two years.  They can be re-elected.
(2)     The auditors are responsible for examining the annual accounts.  They have to report to the General Assembly about the result of the examination and to apply for exoneration. 

§ 15
The Committees 

(1) It is the task of the committees to elaborate suggestions for the implementation of the aims of the association in accordance with § 2 of the statutes.
(2) Members of each committee are appointed by the board for a period of two years.
(3) Members of the committees select from their midst the chairperson who has to be a regular member of the association.
(4) The chairpersons of each committee are to be called in to board meetings as advisory members.

§ 16
The Court of Arbitration 

(1) The court of arbitration has the right of decision in all disputes arising in connection with the association and in the case of appeal against expulsion from the association.
(2) The court of arbitration consists of five regular members of the association.  It is formed in such a way that each contending party informs the board in writing within twenty days of the names of two members to act as arbitrators.  If no nomination is made or if written notification is not received in time, this is regarded as recognition of the standpoint of the opposing side. The same applies if one or both arbitrators do not comply with a written summons to a meeting without a serious reason, protract proceedings or abstain from making a decision.
(3) Within 14 days of its appointment the court of arbitration has to elect a chairman with a majority of votes from the number of regular association members.  If no agreement can be reached in time or in the case of parity of votes, the chairman has the right to appoint a regular association member of his/her choice to be the chairperson of the court of arbitration. 
(4) The court of arbitration takes its decision to the best of its knowledge and belief in the presence of all its members with a simple majority of votes.  Its decision is final.
(5) In a conflict resulting from the association, members who do not submit to the authority of the court of arbitration, or who do not recognise the decision of the court of arbitration, can be expelled from the association by the board.
(6) The court of arbitration is located in the city of Salzburg.

§ 17
Sphere of Activity of the Association 

In order to relieve the work load the General Assembly can decide to set up regional representatives at the suggestion of the board.  Further details are dealt with in accordance with standing orders. 

§ 18
Voluntary Dissolution

(1) On the basis of a motion to dissolve the association accepted by the regular General Assembly with the necessary majority of voting members (§ 10 paragraph 7), the board has, within 90 days after passing the resolution, to decide on the use of the remaining association assets after all obligations have been fulfilled.  The assets are to be given to a public utility purpose corresponding where possible to the purposes and aims of the present association.  Association members have no claim to a share of the association assets.
(2) The dissolution of the association is to be carried out by the last board members as a liquidation.
(3) The regulations concerning dissolution also apply in the case of a change in the association purpose or if the authorities require the association to be dissolved.
(4) In the case of disputes arising in connection with legal assets the board recognises the statutes and submits to the material jurisdiction of the court in the city of Salzburg.
(5) In the case of cessation of the association purpose the same regulations apply as for the dissolution of the association.