Statutes as of November 12th, 2013

§ 1 Name and locality

  1. The society is known as "Österreichische Geophysikalische Gesellschaft - Austrian Geophysical Society (AGS)" and will subsequently be shortened to „the society“. The official abbreviation is AGS.
  2. The society’s registered office is in Vienna. The activities of the society are not restricted to the geographical extent of Austria.
  3. The establishment of subsidiary societies is not intended.

§ 2 Aim

The aim of the society is as follows:

  1. Increase and disseminate geophysical knowledge in research, academia and application in order to raise the added value of geophysics, and in particular to support Austria’s role as a research and business location and local market participants.
  2. Establish and support networking activities between contacts within the field of geophysics and research, academia, economy, territorial authorities and society as a whole.
  3. Raise public awareness for the role of geophysics.
  4. Provide means of information distribution to disseminate findings and experience in geophysics to a qualified community.
  5. The activities of the society are not targeted towards profit or other economic gains. All incomes will be used in accordance with the society’s aims.

§ 3 Means to meet the society’s aims

The required material means will be provided through

  1. Membership fees, donations, subsidies, grants and other contributions of members, fees for the society’s services/activities.
  2. Membership does not entitle claims to the society’s assets, nor does the withdrawal of membership or the dissolution of the society.
  3. In case of dissolution of the society without any form of substitution or in case of irrelevance of the hitherto aims, the executive board will transfer any remaining funds (after dealing with outstanding obligations and obtaining the consent from the responsible fiscal authority) to Austrian universities where geophysics is promoted, for use in accordance with the original aims of the society.

The intellectual means to achieve the society’s aims are lectures, presentations, conventions, round-table talks, seminars, conferences, publications, supporting working groups and training courses, and in particular the intensive networking of its members.

§ 4 Types of membership

  1. Full members
  2. Student members
  3. Legal bodies
  4. Honorary members
  5. Cooperative members

Full members are natural persons who are dedicated to the work of the society.

Student members are natural persons who are actively enrolled in a subject of Earth Sciences and who are under 28. Afterwards, the membership will automatically be converted to a full membership.

Legal bodies such as companies, societies, administrations and scientific institutes can also become AGS members.

Honorary members are natural persons who are appointed as such by a ¾ majority of the executive board on account of special services surrounding geophysics and/or the society. Honorary members enjoy all rights and duties of ordinary members, but are exempt from membership fees.

Cooperative members are societies or institutions with whom the AGS has co-operational contract to harness common goals. Cooperative members despatch a delegate to the executive board of the AGS. This person is not subject to elections. They are exempt from paying a membership fee.

The membership fee will be determined by the executive board.

§ 5 Acquiring membership

Following an application to the executive board, acceptance can be granted through a majority vote of the entire executive board or on the basis of recommendations by two members of the society who are able to provide information on the applicant. Acceptance can be denied without explicit justification.

§ 6 Termination of membership

  1. The membership of natural persons is automatically terminated by death. For legal bodies, it terminates through the loss of legal entity; membership can be terminated by personal choice or involuntarily through exclusion.
  2. The cancellation of membership can only be implemented on 31st December each year. The cancellation must be declared in written form, giving at least three months notice. The letter is to be addressed to the president.
  3. The exclusion of a member is based on the 2/3 majority decision of the executive board on the grounds of serious infringement of the member’s duties, or due to misconduct with regard to the society’s interests/aims, or due to delays in paying the membership fees for over a year despite reminders. Such an expulsion is to be accompanied by a statement of reason.
  4. Retired members cannot put a claim towards refund of already payed membership fees.
  5. The society’s right to claim outstanding dues remains upright despite retirement.

§ 7 Rights and duties of members

Members have the right to attend all events organised by the society and to use the society’s facilities. All members have the right to vote during a general assembly, the active and passive right to vote is restricted to full and honorary members. Members have to protect the interests and respectability of the society, keep to the articles of association and punctually fulfil their financial obligations towards the society.

§ 8 Organs of the society

The organs of the society are:

  1. board of trustees (= general assembly)
  2. executive board
  3. accountants
  4. arbitrating body

§ 9 Board of trustees (= general assembly)

  1. The board of trustees is constituted by the members of the society and forms the general assembly that gathers on a biennial basis (plenary general assembly). The assembly will be chaired by the president. The secretary taking the minutes will be appointed by the president.
  2. The board of trustees is to convene within two (max. four) weeks on request of the executive board or on written request of either at least a tenth of the trustee board members or the accountants. These organs and persons have the right to demand the discussion of an issue during the next meeting of the board of trustees, if the topic falls under the responsibility of the board.
  3. The board of trustees is convened by the president or in case he/she is otherwise engaged, by the a vice-president or by the executive board through a written invitation of each society member. This invitation is to be sent out no later than 10 days prior to the meeting and is to contain the time and location of the assembly as well as the agenda. Suggestions for modifications of the agenda can be submitted at any time prior to the meeting.
  4. Valid board decisions can only be made on agenda topics.
  5. The board of trustees is not subject to a quorum.
  6. If not stated otherwise, the board of trustees makes decisions on the basis of a simple majority. It should be explicitly mentioned at this point that changes to the articles of association can only be taken when supported by a ¾ majority.
  7. Legal bodies or cooperative members are represented by a delegate of the respective party.
  8. Every society member can be represented by another society member through a written expression of authority.
  9. During gatherings of the board of trustees, minutes are to be kept from which the discussed topics and board decisions with their validity according to the articles of association are clearly discernible. The minutes are to be signed by the chair of the board of trustees. Every member has the right to receive a copy of the document on request.

§ 10 Responsibilities of the board of trustees

1. The board of trustees leads the society under consideration of laws, articles of association and board decisions. The board of trustees oversees the current management of the executive board, administers the society’s assets and takes decisions on the employment of the society’s assets.
2. The board of trustees is responsible for decisions concerning:
a) the contextual and financial report of the past year (calendar year), after receiving reports from the accountant;
b) unburdening members of the executive board;
c) appointing the accountants for the next term, not exceeding 2 years;
d) appointing or discharging members of the executive board;
e) changes to the articles of association;
f) the dissolution of the society.

§ 11 Executive board

  1. The executive board is elected by the board of trustees and has the right to choose another electable member in case of an unfilled position or the resignation or discharge of an already elected member. The consent to such a decision must be given during the next general assembly of the board of trustees.
  2. The size and constellation of the executive board is determined by the board of trustees.
  3. The role of the executive board is voluntary.
  4. The executive board nominates a president, two vice presidents and an accountant from amongst its members. The executive board is constituted by at least four, but by a maximum of 17 members. In addition, delegates of cooperative or legal bodies may be appointed to the executive board.
  5. The executive board’s term of office is four years. Re-elections are possible. In case of an invalid (re-)election or in case of the election having yet to take place, the incumbent executive board is to stay in office until the proper (re-)election.
  6. Members of the executive board can resign from their role at any given time without further explanation. The resignation is to be presented to the president of the board or to one of his/her deputies in written form and will come into effect within a maximum of four weeks after notification. The replacement will be determined by the board of trustees. In case of resignation of all executive board members, a general assembly is to be called immediately in order to determine a new executive board. Until then, the former executive board will remain in office.
  7. The executive board is to convene as often as deemed necessary to conduct the business of the society, at least, however, twice a year. Following a written request by an executive board member or the accountant, a meeting is to be called as soon as possible.
  8. Meetings of the executive board are called by the president or – in case of other obligations – by one of his/her deputies through a written invitation to each member of the executive board. This invitation is to be sent out no later than 10 days prior to the meeting and is to contain the time and location of the meeting. In case of imminent danger, the meeting can be called informally on shorter notice.
  9. The meetings are chaired by the president of the society, or in case he/she is otherwise engaged, by one of his/her deputies.
  10.  A quorum is possible if all executive board members have been formerly invited and at least three are present at the meeting. Executive board members can grant each other written authority, which is to be presented to the president, in order to be represented in case of absence.
  11. Decisions by the executive board are passed on the basis of a simple majority of the submitted votes. In case of a draw, no resolutions can be passed. Decisions can, however, be made without calling a meeting by circulating the election in writing, if none of the executive board members disagree with such a procedure and at least two thirds of the executive board members take part.
  12. During each meeting of the executive board, minutes are to be kept from which the participating members, the topics of discussion, the reached agreements and their validity according to the articles of association are clearly discernible. The minutes are to be signed by the chair of the board, or if otherwise engaged, by one of his/her deputies. Every member of the executive board is to receive a copy of the document.

§ 12 Responsibilities of the executive board

1. The executive board is in charge of the current business of the society while considering laws, statutes and trustee board decisions.
The individual tasks of the executive board are as follows:
a) Implementation of decisions by the board of trustees and the administration of the society’s assets, as well as the decisions over the utilization of these assets, as far as these agendas have been conferred by the board of trustees;
b) Proposing next year’s budget as well as writing up the annual work and financial report;
c) Suggesting an agenda for general assemblies of the board of trustees and other preparatory work for related meetings;
d) Exclusion of members;
e) Appointment and discharge of contractors/employees of the society;
f) Calling meetings of the board of trustees;
g) Funding members to participate at conferences and cover expenditures of members for public relations, depending on the available resources.
2. Following a decision by the executive board, the board is entitled to employ contractors or employees in the name of the society, or enter legal contracts with other business partners and to transfer/withdraw them the right to manage current business of the society in accordance with the instructions of the board of trustees. These persons can be given the necessary authority to sign in the name of the society for the current administration of a business.

§ 13 Special responsibilities of individual executive board members

  1. Issued documents and declarations of the society are to be signed by the president and one further member of the executive board, given that no other employee has the authority to sign. In case the president is otherwise engaged, the signature of one of his/her deputies and another member of the society is sufficient.
  2. The president, or in case of other engagements, a deputy president is in charge of the typical responsibilities of the employer of any of the society’s employees, granted these tasks have not been transferred to another employee of the society.
  3. The accountant is in charge of the adequate financial performance of the society.
  4. The society’s representative to the public is the president, or in case of other engagements, one of the vice presidents.

§ 14 Accountants

  1. The board of trustees elects two accountants and defines the period of time for which they are to hold their office. These accountants are not part of the executive board. Their re-election is possible.
  2. The accountants are in charge of assessing the financial performance of the society and assessing the annual balance sheets.
  3. The role of the accountant is voluntary.

§ 15 Arbitrating body

  1. In case of any disparities concerning the society’s business, an arbitrating body is to resolve the issue.
  2. The arbitrating body is composed of three full members of the society. In case of a dispute, the disagreeing parties are to nominate one member each for the arbitrating body within the time period defined by the executive board. These two members then elect a third society member to act as chair of the arbitrating body. If a chair cannot be agreed upon within three weeks, a draw of the nominees will decide. In cases where legal persons are society members, the members of their representative organ are to be regarded as their equal.
  3. The arbitrating body requires a simple majority under the presence of all of its members to reach a conclusion. This decision is only valid within the society.

§ 16 Voluntary dissolution of the society

A voluntary dissolution of the society can only be decided during a general assembly of the board of trustees, requiring a ¾ majority of the submitted valid votes.

  1. If the board of trustees decided with a ¾ majority vote the dissolution of the society, the assets (given there are any) are subject to liquidation. The board trustees has then to appoint a liquidator.
  2. In the case of dissolution of the society or frustration of purpose, the remaining assets are to be dedicated to non-profit or scientific purposes following the aims of the association as stipulated in the statutes.

§ 17 Data privacy

Every member revocable acknowledges that personal data which were electronically compiled are to be used by the executive board and may be distributed, especially for reasons of information, book keeping and distributing societal information of all kinds for the duration of membership. Members must brief the executive board immediately when private data changed. A revocation of this agreement is treated as resignation from the society according to §7 sub 2.