Society for Multi-Disciplinary Continuing Education and Training through Upskilling

Constitution
Pursuant to the Austrian Law on Associations 2002

GENERAL PROVISIONS

Art. 1  Name, seat and scope of activities

The name of the association is “Future Network Cert Gesellschaft zur multidisziplinären Aus- und Weiterbildung” (Future Network Cert Society for Multi-Disciplinary Continuing Education and Training), its seat is in Vienna. It is active on the entire territory of the Republic of Austria. It is also active internationally. The association is entitled to set up branches which are not legal entities in their own right.

Art. 2  Purpose of the association

The association is a non-profit organization. Its purpose is the promotion of continuing education and training as well as the assurance of quality of such continuing education and training in the field of information and communication technology as well as related fields (interdisciplinary approach). Future Network Cert carries out certification and issues certificates which are important proof of skills, both professionally and in the cooperation between enterprises nationally and internationally.

Art. 3 Measures to reach the purpose of the association

Future Network Cert acts as an impartial platform, representing Austrian interests in international bodies;

it conducts supporting studies on the need for continuing education and training in Austria;

it publishes publications;

it organizes information events, conferences, seminars which serve the purpose of the association;

it offers awards and organizes award ceremonies to honour the “Top of Austria” experts in various special fields;

it does public-relations work;

it offers personalized advice and support in relation to the purpose of the association to members;

it cooperates with like-minded governmental and non-governmental institutions;

it issues nationally and internationally recognized certificates to candidates who were successful in exams related to the purpose of the association;

it provides continuing education and training to trainers and examiners.

Art. 4 Raising funds

The funds required by the association are raised through:

  • membership fees
  • donations
  • grants, subsidies and voluntary contributions
  • income from events, publications, certification activities, expert opinions and other services related to the purpose of  the association
  • other funding.

MEMBERSHIP

Art. 5 Membership categories

The membership categories of the association are as follows: full members, associate members and honorary members.

Full members are fully involved in the work of the association, associate members advance the activities of the association. Honorary members are appointed thereto in recognition of special merits.

Natural persons and legal entities may become members of the association subject to the following provisions:

Individual members – these have to be natural persons.

Non-profit organization members – these must be legal entities the activities of which are not for profit. They shall designate to the association’s Board a person who will act as a contact in cooperation.

Corporate body members – these shall designate to the association’s Board a person who will act as a contact in cooperation.

Business members – legal entities shall designate a person who will act as a contact in cooperation.

Sponsoring members – these are natural persons or legal entities paying a membership fee agreed with the association’s Board. Legal entities shall designate a person who will act as a contact in cooperation.

Art. 6 Admission as a member

Natural persons and legal entities may apply for membership. Decisions about the admission of the applicant shall be taken by the Board. Membership starts upon acceptance of the application by the Board. Admission may be refused without statement of reasons.

Prior to the constitution of the association, full members and associate members shall preliminarily be admitted by the founders, and if a Board has already been established, members shall be admitted by such Board. Such membership shall only become effective once the association has been constituted. If the Board is appointed after the constitution of the association, full and associate members shall be admitted with final effect by the Board; before this point of time, the admission of members is approved by the founders of the association.

Honorary members shall be appointed by the General Assembly for a limited or unlimited period on the basis of a motion submitted by the Board.

Art. 7 Membership fees

The membership fee is determined by the General Assembly. Sponsoring members will pay fees determined by the Board on the basis of guidelines issued by the General Assembly. Honorary members are exempt from membership fees.

Art. 8 Rights and obligations of members

Members shall be entitled to participate in all events of the associations. Only full members and honorary members shall be entitled to vote and to stand for election in the General Assembly.

Members shall be obliged to make every possible effort to further the interests of the association and to refrain from anything that could affect the reputation and purpose of the association. Members shall observe the constitution of the association and the resolutions of the executive bodies of the association. Full and associate members shall make timely payment of their admission fee and membership fees as determined by the General Assembly.

Art. 9 Termination of membership

Membership shall be terminated by death in case of natural persons, by loss of legal personality of legal entities and partnerships with legal capacity, as well as by voluntary cancellation of membership, deletion from the membership list and by expulsion.

Membership may be cancelled in writing as per the end of each calendar year subject to three months’ notice. If notice of termination is delayed, cancellation will only be effective as from the following termination date. The postmark date shall be decisive in determining whether notice was given in due time.

The Board may delete members from the membership list if they are in arrears with a membership fee for more than three months in spite of two written reminders. If a member is in arrears with payment of the membership fees for more than 18 months, such member shall automatically be deleted from the membership list. The obligation to pay the outstanding membership fee shall remain unaffected thereby.

The Board may expel members on grounds of gross violation of members' obligations and dishonourable behaviour. Prior to decision-making the member shall be given an opportunity to be heard.

Members may be stripped of honorary membership on the grounds stated in paragraph 4 by the General Assembly based on a motion submitted by the Board.

EXECUTIVE BODIES OF THE ASSOCIATION

Art. 10 The executive bodies of the association

The executive bodies of the association are:

  • the General Assembly (Art. 11 and 12)
  • the Board (Art. 13 and 14)
  • the Secretary General (Art. 15)
  • the Working Groups (Art. 16)
  • the Auditors (Art. 17)
  • the Arbitral Tribunal (Art. 18).

Art. 11 The General Assembly

The General Assembly is the “Assembly of Members” within the meaning of the Austrian Law on Associations 2002. General assemblies shall take place once a year. The date shall be set by the Board.

Extraordinary general assemblies shall be convened upon a resolution adopted by the Board or the ordinary general assembly or at the written request of at least one tenth of voting members or at the request of the auditors within four weeks as from such resolution or request.

All members shall be invited to ordinary and extraordinary general assemblies at least two weeks prior to the date of such assemblies in writing, by fax or e-mail (directed to the fax number or e-mail address communicated to the association by the respective member). The communication convening the general assembly shall also encompass its agenda. General assemblies shall be convened by the Board.

Motions for submission to the General Assembly shall be submitted to the Board in writing no later than seven days prior to the date of the General Assembly in writing, by fax or e-mail.

Resolutions – with the exception of resolutions concerning the calling of an extraordinary general assembly – have to pertain to items on the agenda to be valid.

All members shall be entitled to take part in the General Assembly. The right to vote shall be reserved to full members in good standing and honorary members. Each member shall have one vote. The exercise of voting rights by written proxy shall be admissible.

The general assembly shall have a quorum regardless of the number of persons present.

Elections and the adoption of resolutions in the General Assembly shall be subject to the simple majority of validly cast votes. Resolutions for an amendment of the constitution or the winding up of the association shall require a qualified majority of two thirds of the validly cast votes.

The General Assembly shall be chaired by the President or, if the latter is otherwise engaged, the member of the Board present who is oldest in age shall chair the General Assembly.

Art. 12 Responsibilities of the General Assembly

The following responsibilities are reserved to the General Assembly:

  • the acceptance and approval of the report on activities drawn up by the Board, of the Treasurer’s report and the auditors’ report;
  • the adoption of resolutions concerning the annual budget;
  • the appointment and dismissal of Board members and auditors;
  • the adoption of resolutions concerning amendments of the constitution;
  • the adoption of resolutions on other motions submitted in the General Assembly.
  • the determination of membership fees;
  • the adoption on a resolution concerning the voluntary winding up of the association.

Art. 13 The Board

The Board consists of a minimum of three and a maximum of six members, i.e. the President, the Secretary General and the Treasurer.

The Board shall be elected by the General Assembly with a simple majority of votes cast for a term of office of four years, re-election shall be possible.

The Board shall be elected by the General Assembly. In the event that an elected member of the Board resigns from his/her position, the Board shall be entitled to co-opt another eligible member to serve on the Board until such time when the latter is given the approval of the following general assembly. Should the Board, without co-opting further members - be incapacitated and unable to act at all or for an unforeseeable period of time, each auditor shall be obliged to convene an extraordinary general assembly without delay for the purpose of electing a new Board. If the auditors are also incapacitated and unable to act, each full member identifying the emergency shall without delay apply to the court having jurisdiction for the appointment of a curator who shall then promptly convene an extraordinary general assembly.

Board meetings shall be convened in writing or orally by the President. If the latter is otherwise engaged for an unforeseeable period of time, each other member of the Board may convene Board meetings.

The Board has a quorum when all its members have been invited and at least half of them are present.

The Board shall adopt resolutions by a simple majority; in the event of a tie, the President shall have the casting vote.

Meetings shall be chaired by the President. If the latter is otherwise engaged, the member of the Board present who is oldest in age or the member of the Board appointed chairperson by a majority of the Board members shall chair the meeting of the Board.

Board membership shall expire by death or the end of the member's term of office (paragraph 3) as well as by dismissal (paragraph 9) or resignation (paragraph 10).

The General Assembly may dismiss the entire Board or individual members of the Board at any time. Such dismissal shall take effect with the appointment of a new Board or Board member.

The members of the Board may resign from their positions in writing at any time. Letters of resignation shall be addressed to the Board or, in the event that the entire Board chooses to resign, to the General Assembly. The resignation of the entire Board shall only be effective when a new Board / Board member has been elected or co-opted (paragraph 2), as applicable.

Art. 14 Tasks of the Board

The Board shall be in charge of managing the association. The scope of its responsibilities shall include, without being limited to, the following tasks:

  • drawing up internal rules for the Board;
  • preparation of the report on activities and the financial report as well as of the annual budget for submission to the General Assembly;
  • preparation of ordinary and extraordinary general assemblies;
  • admission and expulsion of members of the association;
  • management of the association's business in respect of all transactions which are not assigned to other executive bodies under this constitution;
  • determination of a limit up to which the Treasurer has sole signing powers in financial transactions.

Board meetings are quorate if all Board members were invited within ten days from the meeting date and at least half the members are present or represented by proxy. Proxies can be given to other Board members. Each Board member may, however, hold no more than one proxy at a time. If no Board member objects, resolutions of the Board may also be adopted in writing (by round-robin) without requiring a meeting, provided that all Board members have been informed in due time. Such resolution shall be entered in the minutes of the following Board meeting.

The Board shall adopt resolutions by a simple majority; in the event of a tie, the President shall have the casting vote. Minutes of the Board meetings containing the resolutions adopted shall be drawn up and signed by the person chairing the meeting.       

The President shall represent the association in external relations, s/he shall convene Board meetings and chair Board meetings and general assemblies. In the event that the President and the Treasurer are otherwise engaged, the member of the Board who is oldest in age shall act as their substitute. In financial matters, the signatures of the President and the Treasurer shall be required; in all other matters, the President and Secretary General shall sign. The Treasurer shall have sole signing powers in financial transactions up to a limit determined by the Board.

Art. 15 The Secretary General

The Secretary General shall manage the ongoing organizational and administrative business of the association. The Board may retain an external service provider to manage the ongoing organizational and administrative business instead of the Secretary General. In this context, the scope of the assignment shall be agreed in writing with the Board. Routine correspondence may be signed by the Secretary General or an employee of the external service provider without requiring countersigning.

Art. 16 Working Groups/Specialist Groups

Notwithstanding the rights and obligations of the other executive bodies of the association, the Board may create working groups and appoint experts for individual focuses, with shall at least encompass the following:

  • Corporate strategy and IT
  • ICT training certificates
  • ICT labour market and certificates

Participation in the working groups shall be open to all full members and associate members. The chairpersons of working groups shall be appointed by the Board.

Art. 17 The Auditors

Two auditors shall be elected by the General Assembly for a period of four years. There is no restriction on their re-election. The auditors must not be members of an executive body – with the exception of the General Assembly – the activities of which are subject to their audits.

The auditors shall continuously monitor the activities of the association and audit its financial management so as to check the propriety of the accounts and the use of funds in keeping with the constitution of the association. The Board shall submit the required documents to the auditors and provide the necessary information. The auditors shall report the outcome of the audit to the board.

Legal transactions between the auditors and the association shall require the approval of the General Assembly. In all other respects, the provisions of Art. 13, paragraphs 8 up to and including 10, shall apply to the auditors mutatis mutandis.

Art. 18 The Arbitral Tribunal

The Arbitral Tribunal shall decide all disputes resulting from the association's relations. The Arbitral Tribunal shall be composed of five full members. It shall be formed in such a way that each party to the dispute names two full members as his/her arbiters within eight days. The arbiters shall elect a fifth full member with a simple majority as the chairperson of the Arbitral Tribunal. In the event of a tie, lots shall be drawn to decide which of the nominees shall become chairman.

The Arbitral Tribunal shall take its decisions by a simple majority when all members are present. Decisions shall be taken according to Arbitral Tribunal’s best knowledge and belief. They shall have effect within the association. An appeal against the decision of the Arbitral Tribunal may be submitted to the General Assembly within 14 days from service of the decision. The appeal must be submitted to the Secretary General in writing. The next general assembly shall then decide with final effect.

Art. 19 Winding up of the association

In the event that the association is wound up or the privileged purpose of the association applicable up until then ceases to apply, any assets of the association existing at the time shall be used for non-profit, charitable or church purposes as defined in sec. 34 et seq. of the Austrian Federal Tax Code (BAO).