Latest update: November 2019
§1 Name, seat, field of activity
- The association bears the name "Alumni Club FH OÖ" and is located in 4020 Linz, Garnisonstraße 21.
- The association consists of four sections. These four sections bear the names
a) Alumni Club FH Upper Austria - Section Hagenberg
b) Alumni Club FH Upper Austria - Section Linz
c) Alumni Club FH Upper Austria - Section Steyr
d) Alumni Club FH Upper Austria - Section Wels
- The association Alumni Club FH OÖ extends its activities mainly to the province of Upper Austria and its neighbouring districts. The cooperation with other alumni associations and the establishment of branch offices ("chapters") - both within and outside of Austria - is aimed at.
- The association is not for profit and pursues charitable purposes.
- The purpose of the association is to promote, represent and harmonise the different interests of graduates, students, employees and supporters of the Upper Austrian University of Applied Sciences.
The association aims in particular to establish, promote and intensify contacts between active and former students of the Upper Austrian University of Applied Sciences as well as to support the Upper Austrian University of Applied Sciences in its various tasks in accordance with its legal mandate in research, teaching and science and to establish the necessary relations between science and society and the economy.
- Furthermore, the association supports the quality assurance of the degree programmes of the FH OÖ.
§3 Means to achieve the purpose of the club and their procurement
- Idealistic means are:
a) Promotion and strengthening of the feeling of belonging of the relatives, graduates, supporters and employees of the Upper Austrian University of Applied Sciences by means of public events and digital meeting rooms as well as by means of cooperation with existing associations with similar objectives, which have to serve the purposes described in section 2 subsection 2.
b) Creation of analogue and digital structures for advising, supporting and promoting students and graduates* in entering, changing and advancing their careers.
c) Contact and cooperation with similar interest groups.
d) Cultivating contacts between science and practice by means of digital platforms and communication channels as well as through analogue formats such as lectures, further education measures, seminars, conferences, symposia and social events.
e) Regular flow of information between graduates and the FH OÖ.
f) Schaffung von Werbeträgern.
- Material resources are raised through:
a) Membership fees and support contributions
b) Donations and subsidies, gifts
c) acceptance of inheritances, legacies and other contributions
- Use of funds:
The activity of the elected members of the board of directors and functional board members is honorary. The funds of the association may only be used for the purposes stated in the statutes. The members of the association may not receive any financial or monetary benefits. Exceptions to this rule are prizes for the winners of competitions which are connected with the pursuit of the association's purpose. The allocation of corresponding funds is regulated in the rules of procedure. The cash expenses incurred by the activity in the association will be compensated accordingly.
§4 Types of membership
- Full members:
All natural persons who have acquired an academic degree or completed studies at the FH Oberösterreich and who pay a membership fee, the amount of which is determined by the Executive Board, may become full members.
- Associate members:
Extraordinary members can be all natural persons who study at the FH Upper Austria or have obtained an academic degree or who attend or have attended a course and do not pay a membership fee determined by the board.
- Supporting members:
Supporting members can be natural and legal persons who promote and support the goals of the association. These can be employees of the Upper Austrian University of Applied Sciences who have a full-time or part-time teaching or administrative function at the University and who are free to pay a membership fee. However, supporting members also include external partners from science and industry, who pay an annual contribution, the amount of which is determined individually by the board of directors.
- Honorary members:
Persons who have rendered outstanding services to the purposes of the Association may be granted honorary membership by the General Assembly of Members upon application by the Executive Committee. In each individual case, the executive committee is responsible for deciding whether honorary members are exempted from the membership fee.
§5 Becoming a member
- All natural and legal persons capable of acting may become members of the association.
- The General Secretary shall decide on the admission of members or memberships in accordance with § 4 para. 1 in the course of daily business. The decisions made by the General Secretary can be revised by the Executive Committee at any time with a simple majority if necessary. In the event of a refusal of admission, no reasons can be given. However, if the applicant wishes to receive a statement of reasons, this must be presented in writing within 14 days.
- Prior to the legally binding establishment of the association, the provisional admission of association members is carried out by the founding members.
§6 Rights and duties of the club members
- The members are entitled to participate in the general meeting and to exercise all membership rights arising from this statute or the law of the association.
- All members have the right to speak at the general meeting.
- The active and passive voting rights are reserved for full members.
- The members have to protect the interests and reputation of the association, to represent the reputation and interests of the association in public in an unbiased manner and to commit themselves to membership of the association, to observe the association statutes and to pay the membership fees in due time.
- The members accept that there are association rules, data protection regulations and conditions of cooperation, which apply to all members in their current form. The association rules, the data protection declaration as well as the cooperation conditions are available at any time on the association's website. Changes to them will be communicated by e-mail.
§7 Cancelling memberships
- Membership ends for natural persons through death, for legal entities through the loss of legal personality, furthermore through voluntary resignation, cancellation or exclusion.
- Withdrawal may be submitted at any time in writing (by letter) or by using the notice form on the website, whereby the notice must state the desired date of withdrawal and the reason for withdrawal. Notice of termination within the prescribed period, which releases the member from the obligation to pay contributions for the following calendar year, must be given by 31 December of the current year.
- The Secretary General may cancel a member's membership on behalf of the Executive Committee if a member is more than eight weeks in arrears with the payment of the membership fee despite a reminder. The obligation to pay the due membership fees remains unaffected.
- The exclusion of a member from the association can be decreed by the board of directors at any time due to gross violation of membership duties or due to dishonourable behaviour. An appeal against the exclusion may be lodged with the General Assembly of Members within two weeks, until its decision the membership is suspended.
§8 Club organs
The organs of the association are:
- the general meeting
- the Management Board, consisting of five (see 2a) to a maximum of ten (see 2b) persons
2a. The main board consists of a total of five persons. The main board consists of the current chairman/woman of the four sections and one person from FH OÖ Management GmbH. The latter is appointed by the Upper Austrian University of Applied Sciences - irrespective of his/her membership status - and does not require election. However, he/she may not have the function of the Secretary General. One of the four section chairmen shall appoint the head of the section, another section chairmen shall appoint his or her deputy.
2b. The extended Management Board consists of five persons. The deputies of the four section representatives as well as an official representative of the FH OÖ are members of the extended board. The latter is appointed by the Upper Austrian University of Applied Sciences - irrespective of his/her membership status - and does not have to be elected, but may not hold the position of Secretary General. The presence of members of the extended board is not mandatory for decision-making. In case of their presence, however, the vote of members of the Extended Executive Board shall count as much as that of the members of the Main Executive Board in the decision-making process.
- the arbitration panel
§9 General Meeting
- The ordinary general meeting takes place every four years.
- The ordinary general meeting is responsible for passing resolutions on
a) the statement of accounts and the financial statement for the past association years, which correspond to the calendar years, after hearing the auditors
b) the election, confirmation and dismissal of individual or all elected members of the Board of Directors with functions after presentation of the respective statement of accounts or activity reports. This task is to be carried out for the first time at the first general meeting, as the association is founded by the ten founding board members and a first confirmation of a board is not possible at the time of founding the association.
c) the election, confirmation and dismissal of the auditors
d) the passing of resolutions on the amendment of the statutes and the voluntary dissolution of the association
e) the conferring and withdrawal of honorary membership (§ 4 para. 2)
f) the appeal against the exclusion
- An extraordinary general meeting must be convened within three weeks upon resolution of the executive committee or upon justified written request of at least one tenth of the association members or upon request of an auditor.
- Motions by at least ten members of the association must be placed on the agenda of an ordinary or extraordinary general meeting if they are submitted in writing to the executive committee at least three days before the general meeting.
- A member of the Executive Board or the General Secretary* must convene a General Meeting on behalf of the Executive Board by inviting each member of the Association in writing or by electronic means to the e-mail address stored in the Members Area. The invitation must be sent to all members of the association at least fourteen days before the general meeting. It must specify the exact time and place of the meeting and announce the agenda.
- The General Assembly is chaired by the Chief Executive, or, if he/she is unable to attend, by his/her deputy.
- Valid resolutions can only be passed on motions that are on the agenda. Motions can be put on the agenda at short notice at the beginning of the general meeting if there is a 2/3 majority for the motion.
- The general meeting only has a quorum if at least one tenth of the members are present or represented. The exercise of the right as a member depends on whether the annual membership fee has been paid. If the presence quorum is not reached at the time of the announced opening of the General Assembly of Members, the latter shall also constitute a quorum 30 minutes later if less than one tenth of the members are present or represented; this fact shall be pointed out in the invitation.
- The general meeting passes its resolutions with a simple majority of the votes cast, unless the statutes specify otherwise.
- Legal entities as members of the Association shall be represented by their representative body or by an authorised representative(s). The power of attorney must be submitted in writing to the chairman/chairwoman before the vote.
- Minutes are to be taken of the course of the general meeting, showing the participants, the matters discussed, the resolutions passed and their validity according to the statutes. The minutes must be signed by the chairman of the general meeting and the secretary. A copy of the minutes shall be sent to each member upon request.
- Each member may be represented by another member, but only one representation is possible at a time. This representation must be identified by a written power of attorney and only extends to one appointment.
§10 Amendment of the club charter
Changes of the association statutes require a resolution of the general meeting with at least 2/3 majority of the votes cast.
§11 Management Board
- The Management Board consists of the Main Management Board and the Extended Management Board (Section 8, paragraph 2). One of the Section chairpersons provides the Chief Executive Officer.
- The members of the board of directors elect the following functional directors from their circle:
(a) the Minister General and his deputy
(b) one section head for each section
(c) one alternate*in each of these four representatives (optional)
(d) a cashier general
e) a General Secretary
These functions shall be elected at the latest at the first board meeting after the last general meeting by the board members present with a 2/3 majority for a period of four years, whereby the above order shall be observed. For the first time, these functional board members are elected at the founding meeting. When electing the Section chairman, special care must be taken to ensure that the person proposed comes from within the circle of the Section. The function of the general treasurer must be assumed by a board member appointed by the FH Oberösterreich. The function of the General Secretary General Secretary* can be taken over by a board member who already holds a function as a second function.
- The term of office of the members of the Board of Directors and the members of the Executive Board is four years. All board members shall be newly elected or appointed by the FH Upper Austria at the general meeting held every four years (see § 8 sub-section 2). New and existing board members can be elected or confirmed in office by a 2/3 majority at the general meeting.
- In case of resignation of an elected member, the executive committee has the right to co-opt another elected member in his place. Also in this case, the other eligible club member must be elected by the board with a 2/3 majority.
- The Management Board meets at least four times a year, but at least once a quarter. The meetings are convened either by a member of the Board or by the Secretary General*in writing or by e-mail. The place of the meeting must also be announced in this invitation. The agenda can be submitted at a later date.
The notice period is at least one calendar week. In the event of imminent danger, this period may be shortened in line with the situation.
- The Board of Directors is chaired by the Chief Executive Officer or, if he/she is prevented from doing so, by his/her deputy* or the longest-serving member of the Board.
- The Executive Board has a quorum if all members of the Executive Board have been duly invited and 2/3 of all members of the Main Board are present or represented. If prevented from attending for serious reasons, each member of the Board of Directors may authorise another member of the Association in writing to represent him at Board meetings. The other board members present at the meeting must agree to this representation.
- Unless otherwise specified, the Executive Board shall pass its resolutions by a simple majority of the votes cast. In the event of a tie, the chairperson has the right to direct the vote.
- Minutes shall be taken of each meeting of the Executive Committee by the secretary(s). These minutes can be written in keyword form, but the resolutions must be reproduced explicitly. At the end of the minutes, a statement of the resolutions passed must be drawn up, from which the resolutions passed can be seen and understood simply and unambiguously by everyone. A copy of the minutes must be sent to each member of the Board of Directors by e-mail within three weeks.
- Depending on the development of the Association, the Board of Directors may, if necessary, establish further Sections which are entrusted with special tasks to achieve the Association's purpose.
- The executive committee can set up commissions if necessary.
§12 Tasks of the Executive Board
- The executive committee is responsible for the management of the association. In particular, the board is responsible for the following internal management tasks, but in particular
a) the admission, deletion and exclusion of those members who have not already been admitted by the Secretary General on behalf of the General Secretary (§ 5 paragraph 2)
(b) the submission of the annual budget and the drafting of the report on the accounts and the closure of accounts
c) the preparation of the agenda and other preparatory work for the general meeting
d) the convening of the ordinary and extraordinary general meeting
e) the implementation of the decisions of the general meeting
f) the management of the assets of the Association and the adoption of resolutions on the use of the assets of the Association
g) the appointment and dismissal of the chairman/chairwoman of the entire association and the sections according to § 11 Z 2 u 3.
h) the execution of all tasks that are not reserved for the General Assembly of Members or assigned to another organ of the Association in accordance with the Statutes.
i) the determination of the membership fees according to § 4
(j) the establishment of rules of procedure governing the duties and responsibilities of the members of the Management Board in the internal relationship. These rules of procedure may regulate tasks in the internal relationship as well as the establishment of further sections or the distribution of tasks appropriate to the association, but not rights of representation in the external relationship. Representation rights in external relations are always subject to the statutes of the association.
k) the appointment of an office as the operational general secretariat
- The Board of Directors is also responsible for electing both the General Delegate of the Association and the representatives of the individual Sections. These functions require a 2/3 majority in the Board.
- The Board of Management is responsible for all tasks that are assigned to it under the rules of procedure.
- The Governing Board shall appoint an operational General Secretariat. The General Secretariat handles the current business of the Association and is headed by the Secretary General. The General Secretary shall conduct the business of the Association in accordance with the authorisations granted by the Main Board (Rules of Procedure) and in accordance with the instructions of the chairmen or chairwomen, or, if they are prevented from doing so, in accordance with the instructions of their deputies. The Secretary General may also be authorised under the Rules of Procedure to take over the tasks mentioned under §12, para. 1, points a), c), d), e) and f).
§13 Tasks of the sections
- Each of the four Sections is first and foremost responsible for the implementation of the Association's purpose (§ 2, § 3) in accordance with the Association's objectives and purposes as stated in the Statutes, on an independent basis and taking into account the specific needs of the Sections, but with uninterrupted and careful protection of the interests of the Association as a whole.
§14 Special duties of the individual members of the Management Board
The individual board members, and the treasurer and the general secretary* are responsible for the tasks described below:
- The Chief Executive Officer is responsible for representing the Association in external relations without any restrictions in internal relations, unless the Rules of Procedure provide otherwise.
- The four section chairmen are responsible for representing the association in external relations together with the Chief Executive (joint representation), except in the case of a personal identity between the section chairmen and the Chief Executive. In this case, the Generalobman/Secretary General shall represent together with another section chairman/secretary general.
- The management and use of the Association's assets shall be carried out analogously and in the manner laid down in the Rules of Procedure.
- Dispositions in the external relationship, which go beyond the statutory purpose of use, can result in liability consequences.
- The General Treasurer is responsible for the proper accounting in accordance with the legal regulations for the entire association. However, the bookkeeping may also be outsourced to external service providers (e.g. tax consultants).
- Two auditors* must be elected. They are elected by the general meeting for a period of four years. They must not be members of the board. Auditors need a 2/3 majority to be appointed or confirmed in their function.
- The auditors* are responsible for the ongoing control of the financial management of the association and the review of the annual financial statement. The auditors are authorized to inspect the correspondence, the books and other documents of the association at any time and to demand clarification. They must report their findings to the general meeting.
- The auditors shall meet for consultation if their task requires it. At the written request of an auditor, a meeting shall be held within eight days at the latest.
- Decisions shall be taken unanimously.
§16 Arbitration Court
- All disputes arising from the association relationship shall be decided by an internal arbitration court.
- The court of arbitration is composed of three members of the association. One member from each of the two parties to the dispute must be nominated from among the members of the association within 14 days. These two members shall elect a third member of the Association as chairman of the arbitral tribunal within one week. If no agreement can be reached regarding the chairperson, the decision will be made by drawing lots among the two persons proposed for this position. As far as legal entities are members of the Association, the members of their representative bodies are to be considered equal.
- The arbitral tribunal shall make its decision in the presence of all its members by a simple majority vote to the best of its knowledge and belief.
- The decision of the court of arbitration is final within the association.
§17 Dissolution of the club
- The voluntary dissolution of the Association shall be effected by resolution of a General Meeting convened for this purpose. The resolution to dissolve the association requires at least a 2/3 majority of all members present.
- In the event of the dissolution or annulment of the Association or in the event of the discontinuation of the previous purpose of the Association, the assets of the Association shall be transferred to a non-profit and/or charitable corporation as defined in §§ 34 ff BAO (Federal Fiscal Code), which pursues the same or similar objectives as the Association. If this is not feasible, the general meeting must decide on a donation of assets in favour of non-profit or charitable institutions within the meaning of §§ 34 ff BAO for assistance to socially needy members of the University of Applied Sciences at its discretion.