Statutes

Statutes of the “Bürgerenergiegemeinschaft Energiedorf” Association

§ 1: Name, Headquarters, and Scope of Operations

  1. The association is named “Bürgerenergiegemeinschaft Energiedorf.”

  2. It is headquartered in Vienna and operates throughout Austria.

  3. There are no plans to establish branch associations.

§ 2: Purpose

The association, which is a nonprofit organization, aims to establish and operate a citizen energy community.

§ 3: Means to Achieve the Association’s Purpose

  1. The association’s purpose shall be achieved by the non-material and material means set out in paras. 2 and 3.

  2. The non-material means are

    1. Voluntary work

    2. Collection and dissemination of information

    3. Advisory services on the topics stated in the association’s purpose

    4. Networking of interested parties

    5. Public relations

  3. The necessary material means shall be raised through

    1. Admission fees and membership fees

    2. Income from the generation, sale and storage of energy

    3. Income from the provision of energy services

    4. Income from events

    5. Sponsorship

    6. Donations

§ 4: Types of Membership

  1. The members of the association are divided into ordinary, extraordinary and honorary members.

  2. Ordinary members are those who participate fully in the association’s work. Extraordinary members are those who primarily support the association’s activities by paying an increased membership fee. Honorary members are persons who are appointed as such in recognition of special services to the association.

§ 5: Acquisition of Membership

  1. Membership of the association may be acquired by all natural persons who wish to participate in the energy community as participants or who wish to support it. Legal entities and partnerships with legal capacity may also acquire membership in the association.

  2. Admission of ordinary and extraordinary members is decided by the Board. Admission may be refused without stating reasons.

  3. Until the association is established, provisional admission of ordinary and extraordinary members is made by the founders of the association, or, if a Board has already been appointed, by that Board. This membership becomes effective only upon the establishment of the association. If a Board is appointed only after the association has been established, (definitive) admission of ordinary and extraordinary members until then is made by the founders of the association.

  4. The appointment as an honorary member is made by the General Assembly upon proposal of the Board.

§ 6: Termination of Membership

  1. Membership ends upon death, in the case of legal entities and partnerships with legal capacity upon loss of legal personality, by voluntary resignation and by expulsion.

  2. Resignation can take effect only at the end of a month. It must be communicated to the Board in writing at least two months in advance. If the notice is given late, it becomes effective at the next possible date. The date of posting is decisive for timeliness.

  3. The Board may expel a member if, despite two written reminders with a reasonable grace period, the member is in arrears for more than six months with payment of membership fees. The obligation to pay the due membership fees remains unaffected.

  4. The expulsion of a member from the association may also be ordered by the Board due to gross violation of other member duties and due to dishonorable conduct.

  5. Revocation of honorary membership may be resolved by the General Assembly upon proposal of the Board for the reasons stated in para. 4.

§ 7: Rights and Duties of Members

  1. Members are entitled to participate in all events of the association and to use the association’s facilities. The right to vote in the General Assembly and the right to vote and to stand for election are reserved to ordinary and honorary members only.

  2. Each member is entitled to request a copy of the statutes from the Board.

  3. At least one tenth of the members may request the Board to convene a General Assembly.

  4. Members shall be informed by the Board at every General Assembly about the association’s activities and financial management. If at least one tenth of the members so requests, stating reasons, the Board shall also provide such information to the requesting members within four weeks.

  5. Members shall be informed by the Board about the audited financial statements (accounts). If this is done at the General Assembly, the auditors shall be involved.

  6. Members are obliged to promote the interests of the association to the best of their ability and to refrain from anything that could harm the association’s reputation and purpose. They shall observe the association’s statutes and the resolutions of its bodies. Ordinary and extraordinary members are obliged to pay the admission fee and the membership fees punctually in the amounts resolved by the General Assembly.

§ 8: Bodies of the Association

Bodies of the association are the General Assembly (§§ 9 and 10), the Board (§§ 11 to 13), the auditors (§ 14) and the arbitration tribunal (§ 15).

§ 9: General Assembly

  1. The General Assembly is the “members’ meeting” within the meaning of the Associations Act 2002. An ordinary General Assembly is held every fifth year.

  2. An extraordinary General Assembly takes place within four weeks upon

    1. resolution of the Board or of the ordinary General Assembly,

    2. written request by at least one tenth of the members,

    3. request of the auditors (§ 21 para. 5 first sentence Associations Act),

    4. resolution of the auditor(s) (§ 21 para. 5 second sentence Associations Act, § 11 para. 2 third sentence of these Statutes),

    5. resolution of a court-appointed curator (§ 11 para. 2 last sentence of these Statutes)

  3. Invitations to both ordinary and extraordinary General Assemblies must be sent to all members at least two weeks before the date in writing by email (to the email address provided by the member to the association). The convocation must state the agenda. The invitation is issued by the Board (paras. 1 and 2 lit. a - c), by the auditor(s) (para. 2 lit. d) or by a court-appointed curator (para. 2 lit. e).

  4. Motions to the General Assembly must be submitted to the Board in writing by email at least three days before the date of the General Assembly.

  5. Valid resolutions — except those concerning a motion to convene an extraordinary General Assembly — can only be adopted on items on the agenda.

  6. All members are entitled to attend the General Assembly. Only ordinary and honorary members are entitled to vote. Each member has one vote. Transfer of voting rights to another member by means of a written authorization is permitted.

  7. The General Assembly has a quorum regardless of the number of members present.

  8. Elections and resolutions in the General Assembly are generally passed by a simple majority of the valid votes cast. However, resolutions to amend the statutes or to dissolve the association require a qualified majority of two thirds of the valid votes cast.

  9. The chair of the General Assembly is held by the chairperson; in his/her absence by his/her deputy.

  10. The General Assembly may be held physically, online or in a hybrid format. The decision is made by the Board.

§ 10: Duties of the General Assembly

The following tasks are reserved to the General Assembly:

  1. Adoption of the budget;

  2. Acceptance and approval of the management report and the financial statements with the involvement of the auditors;

  3. Election and removal of the members of the Board and of the auditors;

  4. Approval of legal transactions between auditors and the association;

  5. Discharge of the Board;

  6. Determination of the amount of the admission fee and the membership fees for ordinary and extraordinary members;

  7. Conferral and revocation of honorary membership;

  8. Resolutions on amendments to the statutes and on the voluntary dissolution of the association;

  9. Discussion and resolution on other questions on the agenda.

§ 11: Board

  1. The Board consists of two members, namely the chairperson and the deputy.

  2. The Board is elected by the General Assembly. If an elected member retires, the Board has the right to co-opt another eligible member to take its place, for which subsequent approval must be obtained at the next General Assembly. If the Board fails to supplement itself by co-option altogether or for an unforeseeably long period, each auditor is obliged to immediately convene an extraordinary General Assembly for the purpose of electing a new Board. Should the auditors likewise be incapable of acting, any ordinary member who recognizes the emergency must immediately apply to the competent court for the appointment of a curator, who must convene an extraordinary General Assembly without delay.

  3. The term of office of the Board is five years. If the new election does not take place in time before the term expires, it continues until a new Board is elected. Re-election is possible. Every function on the Board must be exercised in person.

  4. The Board is convened by the chairperson in writing or orally. Convening as an online meeting is permitted and capable of adopting resolutions.

  5. The Board has a quorum if both members have been invited and are present.

  6. The Board adopts its resolutions unanimously.

  7. The chair is held by the chairperson.

  8. In addition to death and expiry of the term of office (para. 3), the function of a Board member ends by removal (para. 9) and resignation (para. 10).

  9. The General Assembly may remove the entire Board or individual members at any time. Removal takes effect upon appointment of the new Board or Board member.

  10. Board members may declare their resignation in writing at any time. The resignation is to be addressed to the Board; in the case of resignation of the entire Board to the General Assembly. The resignation becomes effective only upon the election or co-option (para. 2) of a successor.

§ 12: Duties of the Board

The management of the association is the responsibility of the Board. It is the “executive body” within the meaning of the Associations Act 2002. It is responsible for all tasks not assigned by the statutes to another body of the association. Its scope of duties in particular includes the following matters:

  1. Establishment of accounting appropriate to the requirements of the association with ongoing recording of income/expenditure and keeping of an asset register as a minimum requirement;

  2. Preparation of the annual budget, the management report and the

  3. financial statements;

  4. Preparation and convening of the General Assembly in the cases of § 9 paras. 1 and 2 lit. a - c of these Statutes;

  5. Informing the members of the association about the association’s activities, the association’s financial conduct and the audited financial statements;

  6. Administration of the association’s assets;

  7. Admission and expulsion of ordinary and extraordinary members of the association;

  8. Hiring and termination of the association’s employees.

§ 13: Special Duties of Individual Board Members

  1. The chairperson conducts the day-to-day business of the association. The deputy supports the chairperson in managing the association’s business.

  2. The chairperson represents the association externally. Written documents of the association require, to be valid, the signatures of the chairperson. Legal transactions between Board members and the association require the approval of another Board member.

  3. Powers of attorney for legal transactions to represent the association externally or to sign on its behalf may be granted exclusively by the Board members referred to in para. 2.

  4. In cases of imminent danger, the chairperson is authorized, even in matters falling within the remit of the General Assembly or of the Board, to issue instructions independently under his/her own responsibility; internally, however, these require subsequent approval by the competent body of the association.

  5. The chairperson presides over the General Assembly and the Board.

  6. The deputy keeps the minutes of the General Assembly and of the Board.

  7. The chairperson is responsible for the proper financial management of the association.

  8. In the event of hindrance, the deputy takes the place of the chairperson.

§ 14: Auditors

  1. Two auditors are elected by the General Assembly for a term of five years. Re-election is possible. The auditors may not belong to any body — with the exception of the General Assembly — whose activity is the subject of the audit.

  2. The auditors are responsible for ongoing business control as well as for auditing the association’s financial management with regard to the correctness of accounting and the use of funds in accordance with the statutes. The Board must present the necessary documents to the auditors and provide the necessary information. The auditors must report to the Board on the result of the audit.

  3. Legal transactions between auditors and the association require the approval of the General Assembly. Otherwise, the provisions of § 11 paras. 8 to 10 apply mutatis mutandis to the auditors.

§ 15: Arbitration Tribunal

  1. For the settlement of all disputes arising from the association relationship, the association’s internal arbitration tribunal is competent. It is a “conciliation body” within the meaning of the Associations Act 2002 and not an arbitral tribunal pursuant to §§ 577 et seq. ZPO.

  2. The arbitration tribunal consists of three ordinary members of the association. It is formed as follows: one party to the dispute nominates in writing to the Board one member as arbitrator. Upon request by the Board within seven days, the other party nominates within 14 days a member of the arbitration tribunal. After notification by the Board within seven days, the nominated arbitrators elect within a further 14 days a third ordinary member as chair of the arbitration tribunal. In the event of a tie, the decision is made by drawing lots among the proposed candidates. The members of the arbitration tribunal may not belong to any body — with the exception of the General Assembly — whose activity is the subject of the dispute.

  3. The arbitration tribunal reaches its decision, after granting both parties a hearing, in the presence of all its members by simple majority of votes. It decides to the best of its knowledge and belief. Its decisions are final within the association.

§ 16: Voluntary Dissolution of the Association

  1. The voluntary dissolution of the association can only be resolved in a General Assembly and only by a two-thirds majority of the valid votes cast.

  2. This General Assembly shall also—provided association assets are available—resolve on the liquidation. In particular, it shall appoint a liquidator and decide to whom the association’s assets remaining after settlement of the liabilities are to be transferred. These assets shall, insofar as possible and permitted, accrue to an organization that pursues the same or similar purposes as this association, otherwise to purposes of social welfare.