Art 1 – Name, seat and scope of activities
(1) The name of the association is “Interdisciplinary Association of Comparative and Private International Law”; “Interdisziplinäre Gesellschaft für Komparatistik und Kollisionsrecht”.
(2) The Association is seated in Vienna.
Art 2 – Purpose
The Association has not the aim to realize profit, other economic advantages or to establish a business enterprise. The Association aims at the promotion of academic research and teaching especially in the area of private and public comparative law and private international law. This aim is pursued in academic independence.
Art 3 – Means to achieve the aim of the Association
(1) The aim of the Association shall be accomplished by the immaterial and material means set out in para. 2 and 3.
(2) Immaterial means are
a) Lecturing (lectures, symposia etc);
c) Edition of publications;
d) Pursuit of research projects in the field of private and public comparative law and private international law.
(3) The necessary material means shall be raised by
a) accession and membership fees;
b) contributions of members and non-members;
c) receipts generated from events and publications;
d) public and private sponsoring;
e) donations and legacies.
Art 4 – Types of membership
(1) Members of the Association can be ordinary members, honorary member and sustaining member.
(2) Ordinary members are members who are entirely engaged in the work of the Association. Any person, interested in Comparative and Private International Law can become an ordinary member.
(3) Honorary members are persons nominated as such because of their special commitment to the Association.
(4) Sustaining members support the activities of the Association by paying an increased membership fee.
Art 5 – Acquirement of membership
(1) The Directorate decides on the affiliation of ordinary and sustaining members. The affiliation can be denied without reasons.
(2) The general assembly decides on the grant and denial of honorary membership (Art 10 lit g).
Art 6 – Termination of membership
(1) Membership is terminated through voluntary resignation from the Association or through withdrawal of membership. Membership of natural persons is also terminated by their death; membership of juridical persons and partnerships with legal capacity is terminated upon termination of their legal capacity.
(2) Voluntary resignation can be declared at any time. The Directorate is to be informed by a written declaration 4 weeks in advance. In case the declaration is delayed, it will become effective 4 weeks later. The date of posting decides on the timeliness of the declaration.
(3) The Directorate can exclude a member from the Association, if the member is in arrears for more than 6 months, although he/she has been reminded twice to pay the membership fees, by setting an appropriate deadline in writing. The obligation to pay the fees already due remains unaffected.
(4) A member can also be excluded by the Directorate for reasons of gross violations of other membership duties or dishonourable conduct.
(5) The Directorate can decide upon such an exclusion for the reasons stated in para. 4.
Art 7 – Rights and duties of the members
(1) Members are entitled to participate in all events of the Association and to use its equipment. The right to vote in the general assembly as well as the active and passive right to vote are limited to ordinary and sustaining members.
(2) Every member is entitled to a copy of the byelaws of the Association.
(3) At least one tenth of the members can request the convening of a general assembly.
(4) The Directorate shall inform the members in each general assembly on the activities and the management of finances of the Association. On reasoned request of at least one tenth of the members the Directorate shall inform these members within 4 weeks.
(5) The Directorate shall inform the members on the audited balance of accounts (financial statement). If this takes place in the general assembly the comptrollers shall be involved.
(6) Members are obliged to support the Association to the extent possible and to refrain from any action that could impair the reputation and the goal of the Association. They shall act in accordance with the byelaws and the decisions of the organs of the Association. Ordinary members and sustaining members are obliged to pay the membership fees as decided by the general assembly punctually.
Art 8 – Organs of the Association
Organs of the Association are the General Assembly (Art 9 and 10), the Directorate (Art 11 to 13), the Comptrollers (Art 14), the Scientific Board (Art 15) and the Arbitration Court (Art 16).
Art 9 – General Assembly
(1) The General Assembly is the “Assembly of members” in accordance with the “Associations Act 2002” (Vereinsgesetz 2002). An ordinary General Assembly will convene once per year.
(2) An extraordinary General Assembly will convene within 4 weeks:
a) If decided by the Directorate or the ordinary General Assembly,
b) If requested in writing by at least one tenth of the members,
c) on demand by the Comptrollers (Art 21 para. 5 1st sentence Associations Act 2002),
d) if decided by one or the Comptrollers (Art 21 para. 5 2nd sentence Associations Act 2002, Art 11 para. 2 3rd sentence of the Byelaws),
e) if decided by a curator nominated by court (Art 11 para. 2 last sentence of the Byelaws).
(3) All members shall be invited in writing, by fax or by email (at the fax-number or the email-address indicated by the member) to the ordinary and extraordinary General Assemblies at least two weeks before meeting due. The setting of the General Assembly shall take place under indication of the agenda. The Directorate (para. 1 and para. 2 lit. a to c), the Comptroller(s) (para. 2 lit. d) or a curator nominated by court (para. 2 lit. e) shall invite to the General Assembly.
(4) Requests to hold a General Assembly shall be filed in writing, by fax or by email with the Directorate at least three days before the date due.
(5) A General Assembly can be held at any time, provided all members are present and agree with the holding of the General Assembly and its agenda.
(6) Valid decisions – except for decisions on the request to hold an extraordinary General Assembly – can only be taken with regard to the agenda.
(7) All members can participate in the General Assembly. Only ordinary members have the right to vote. Each member has one vote. A member can transfer its right to vote to another member in writing.
(8) The General Assembly shall constitute a quorum, however, never in the absence of the president.
(9) Elections and decision-making in the General Assembly usually take place with simple majority of the ballot validly casted. The Directorate is elected with 2/3 majority by the General Assembly. Decisions according to Art 11 para. 9 – supersession for important reasons – , and decisions aiming at the amendment of the Byelaws of the Association or at the dissolution of the Association require a qualified majority of 2/3 of the valid ballot casted.
(10) The president of the Directorate shall chair the General Assembly. In case of his/her absence – the vice-president. In case of his/her absence, the eldest member of the Directorate present shall preside.
Art 10 – Tasks of the General Assembly
Following tasks are reserved to the General Assembly:
a) Decisions on the estimate of costs;
b) Receipt and approval of the statement of accounts and of the balance of accounts under involvement of the Comptrollers;
c) Election and supersession of the members of the Directorate and of the Comptrollers;
d) Approval of the transactions between the Comptrollers and the Association;
e) Discharge of the Directorate;
f) Fixation of the accession and membership fees of ordinary and sustaining members;
g) Award and withdrawal of honorary membership with the exception of the situation regulated in Art 6 (4, 5);
h) Decision on the amendment of the Byelaws and the voluntary dissolution of the Association;
i) Consultation and decision-making on other points of the agenda.
Art 11 – The Directorate
(1) The Directorate consists of as many members as decided upon by the General Assembly, but at least of two members, notably of the president and the vice-president.
(2) The Directorate is elected with 2/3 majority by the General Assembly. The Directorate has the right to co-opt another eligible member, if an elected member resigns; subsequent approval of the next General Assembly is necessary. If the Directorate becomes inactive because it cannot reorganise through co-option, or if it remains inactive for an unexpectedly long period, each Comptroller is obliged to call an extraordinary General Assembly in order to elect a new Directorate. If also the Comptrollers are incapable of action, any ordinary member who is aware of the emergency situation shall immediately apply to the competent court for the appointment of a curator, who shall promptly convene an extraordinary General Assembly.
(3) The Directorate has a term of office of two years; re-election is possible. Every function within the Directorate shall be exercised personally.
(4) The Directorate is convened by the president, in case of his/her being prevented the vice-president shall convene the Directorate in writing or orally. The Directorate can also be convened, if all its members are present and agree with it.
(5) The Directorate constitutes a quorum, if all its members were invited and half, but at least two members are present. A quorum is constituted also without being convened, if all members are present and agree to a meeting of the Directorate.
(6) The Directorate decides by simple majority; in case of equality of votes the vote of the president is decisive. If the Directorate consists of only 2 members, all decisions are taken unanimously.
(7) The president chairs the Directorate, in case the president is prevented, the vice-president chairs. In case the vice-president is prevented, the eldest present member of the Directorate or the member of the Directorate designated by majority of the other members of the Directorate shall preside the Directorate.
(8) The function as member of the Directorate terminates upon death, upon expiration of the term of office (para. 3), by supersession (para. 9) and by resignation (para. 10).
(9) The General Assembly can suspend – with 2/3 majority – for important reasons the entire Directorate or some of the members. Suspension becomes effective as soon as a new Directorate, or resp. the new member(s) of the Directorate, are designated.
(10) Each member of the Directorate can at any time resign in writing from his/her function. This declaration shall be addressed to the Directorate, in case of resignation of the entire Directorate to the General Assembly. Resignation will be effective from election or resp. co-option on (para. 2).
Art 12 – Tasks of the Directorate
The Directorate manages the Association. It is the managing board in accordance with the Associations Act 2002 (Vereinsgesetz 2002). The Directorate assumes all the tasks that shall not be assumed by other organs of the Association. Among these tasks are i.a.:
(1) The creation of at least an accounting system in accordance with the Associations Act 2002 with a current profit and loss account as well as the management of an inventory of assets;
(2) The preparation of an annual estimate of costs, the statement of accounts and a balance of accounts;
(3) The preparation and the convocation of the General Assembly in the situations summed up in Art 9 para. 1 and para. 2 lit. a of the Byelaws;
(4) Information of the members of the Association on the activities of the Association, the management of the Association and the controlled balance of accounts;
(5) Administration of the property of the Association;
(6) The admission and supersession of ordinary members and sustaining members;
(7) The admission and dismissal of employees of the Association;
(8) The appointment and dismissal of members of the Scientific Board;
(9) The convocation of the meetings of the Scientific Board.
Art 13 – Specific tasks of individual members of the Directorate
(1) The president assumes the current tasks of the Association.
(2) The president represents the Association vis-à-vis third parties. Written statements of the Association require for their validity the signature of the president. Legal acts between the members of the Directorate and the Association require the approval of a further member of the Directorate.
(3) Only the president can approve that a member shall represent him / her vis-à-vis third parties resp. shall be authorised to sign in his/her name.
(4) In case of danger in delay the president can decide independently on his/her own responsibility, also in matters falling within the competence of the General Assembly or the Directorate; the corresponding organ of the Association shall, however, approve such acts ex post with internal effect.
Art 14 – Scientific Board
(1) The Scientific Board advises the Directorate and supports the academic activities of the Association.
(2) The members of the Scientific Board are nominated by the Directorate. Members of the Scientific Board can be members or non-members of the Association. The Directorate decides on the numbers of members of the Scientific Board.
(3) The term of office of the Scientific Board is two years. Re-nomination is possible. Supersession by the Directorate is possible for important reasons before the expiry of the term of office.
(4) The Directorate can ask the members of the Scientific Board for their advice and support in the context of planned and current academic activities of the Association. The members of the Scientific Board are not entitled to compensation.
(5) If appropriate the Directorate can also convene a meeting of the Scientific Board.
(6) The Directorate informs the ordinary General Assembly on the members of the Scientific Board and on any changes that occurred since the last General Assembly.
Art 15 – Comptrollers
(1) The General Assembly shall elect two comptrollers for a term of office of one year. Re-election is possible. The comptrollers cannot be members of any organ of the Association, except for the General Assembly, whose activities fall within their controlling power.
(2) The comptrollers shall control, with regard to truth and fairness of the financial statement and the management of funds of the Association according to the Byelaws, the current business activities as well as the management of the finances of the Association. The Directorate shall submit to the Comptrollers the required documents and provide the required information. The Comptrollers shall report to the Directorate on the results of their controlling activities.
(3) Legal transactions between the Comptrollers and the Association require the approval by the General Assembly. The provisions of Art 11 Para. 8 to 10 apply correspondingly to the Comptrollers.
Art 16 – Arbitration Court
(1) The internal Arbitration Court shall have jurisdiction over any dispute arising out of or in connection with the Association or any of its activities. The Arbitration Court is an institution for dispute resolution in accordance with the Associations Act 2002 and not an Arbitration Court in accordance with Art 577 ff ZPO (Law on Civil Procedure).
(2) The Arbitration Court shall consist of three persons. One party to the dispute designates in writing to the Directorate a person as arbitrator. Within 7 days the Directorate requests the other party in dispute to designate a further arbitrator. Within 7 days the Directorate informs the arbitrators thus appointed and requests them to designate a third arbitrator within 14 days, who will be the president of the Arbitration Court. In case of equality of votes on the persons suggested the proposal will be decided by drawing lots. The members of the Arbitration Court shall not be members of any organ of the Association which is involved in the dispute, except for the General Assembly.
(3) The Arbitration Court shall decide after having heard the parties in the presence and with simple majority of all its members. The Arbitration Court shall decide the dispute according to the best of its knowledge and belief. The decisions taken by the Arbitration Court are final.
Art 17 – Voluntary dissolution of the Association
(1) The voluntary dissolution of the Association can only be decided in the General Assembly and requires 2/3 majority of the valid ballots casted.
The General Assembly shall decide on the winding-up of the Association, provided that the Association has any property. In particular, the General Assembly shall nominate a liquidator and take a decision as to whom the property after discharge of debts shall be transferred to by the liquidator. In case of dissolution or cancellation or in case of discontinuation of the purposes underlying tax privileges of the Association, the remaining property of the Association will be transferred to the International Academy of Comparative Law. In case this institution does not exist any more at the time in question, the remaining property shall – in case of voluntary dissolution of the Association, administrative cancellation of the entity (of the Association), as well as in case of discontinuation of the purposes underlying tax privileges of the Association – be used entirely and directly for purposes underlying tax privileges in the sense of Art. 4 para. 4 no. 5 Income Tax Act 1988 (Einkommenssteuergesetz 1988).
(2) The last Directorate of the Association shall notify in writing the voluntary dissolution of the Association within 4 weeks following the decision to the competent supervisory association authorities.