Statutes
of the association
European
Stock Institute (ESI)
§
1: Name, seat and activity-area
(1)
The association leads the name "European Stock Institute".
(2)
It has its seat in Salzburg (Austria) and includes its activity the
area of Europe.
§ 2: Purpose
The
club, his activity is independently and not directional on the
attainment of profit, intends
the support of the acceptance of the share and similar as investment
with private-investors, institutional investors and businesses in the
European union and Europe.
It understands
itself as club of the stock exchange-listed public companies and other
at the share of interested businesses and institutions all-european.
The club understands
itself as communicative and informative interface between major-sought
businesses, whose shares are traded in form of shares at stock
exchanges, in the curb trade or through private placings, and
capital-givers.
It occupies as well
as with the share as knownest certificated investment, as also with
derivative finance-instruments, that are comparable a share or have
similar character.
It supports the
acceptance of the European public company, Societas Europaea (SE) /
European public company (European-Plc).
It sits down on all
social levels, in the political and economic surroundings and
boundless in the framework of the European union for the share as
installation - and funding-instrument one.
It organizes lecture
-, seminar - and discussion-rows as well as courses withreference to
the role of the stock exchange, whose funding-mechanisms and its
economic task.
It puts, as
mediators of knowledge, contacts and economic interests, a
communication - and educational-platform there.
It has an
all-european function as certificator of course-offers and further
education-suppliers as institute.
The club meets the
staff and qualitative prerequisites in the framework of the
educational-offer for the acknowledgment as educational-bearers and
certificator:
-
it actively takes part in the
college-formation
-
it promotes the education policy
-
it is supplier of an individual
course-offer
-
it certificates own, just as
primarily foreign- and secondary-educational-offers
-
the
standardized, certificated conclusions (degree and titles, other qualification-proof), that can be offered
also in cooperation with other educational-bearers, like universities, colleges, private
educational-facilities or equivalent bearers, is in the member
states of the EC and accredits internationally and acknowledges
-
it
engages and employs college lecturers, professors, lecturers,
other teach-appointees, just as other
support-strengths and employees in the framework of own and foreign management training- and
research-programs
-
it
has a state representative, that maintains the relation to the
individual college-facilities, the general educational-bearers and the
economy and the ministries of education and the arts, in each
EC-member country.
§ 3: Methods to the
attainment of the society-purpose
(1) The club-purpose
should be reached by quoted material methods
into the paragraph 2.
(2) The necessary
material methods should become find through
a. joining-dues and dues
b. lecture-events, seminars and courses for members and not-members
c. organization/realization of fairs and compartment-congresses
d. consideration for the transaction of commercial actions
§ 4: Types of the
membership
(1) The members of
the club are neat members.
(2) Neat members are
those, that fully take part in the club-work.
§ 5: Acquire the
membership
(1) Members of the
club can be all natural persons, that at least. the 18th year of life
has reached, just as legal persons and right-capable
persons-societies.
(2) The executive
decides on the reception of neat members. The reception can be refused
without statement of reasons. The decision of the reception can take
place only unanimously.
(3) Up to the
formation of the club, the temporary reception of neat members takes
place through the club-founders, in the case of an executive ordered
already through this. This membership only becomes effective with
formation of the club. If an executive is only ordered after formation
of the club, also the definitive reception of neat members takes place
through the originators of the club until then.
§ 6: Completion of
the membership
(1) The membership
goes out through death, with legal persons and right-capable
person-societies through loss of the legal status, through voluntary
exit and through exclusion.
(2) The exit can
only to the 31.12. the calendar year takes place. It must be informed
the executive at least 3 months previously in writing. Take place the
ad delayed, so it is only effective to the next exit-date. For the
timeliness, the date of the mail-task is decisive.
(3) The executive
can exclude a member if this is longer than six months despite twice-repeated
written reminder under fixing of an appropriate extension with the
payment of the dues in the remains.
§ 7: Rights and
duties of the members
(1) The members are
justifiable to attend all events of the club and to claim the
facilities of the club. The right to vote in the general-meeting as
well as the active and passive right to vote is entitled only the neat
members.
(2) Each member is
justifiable to require the draft of the statutes from the executive.
(3) At least one
third of the members, the conscription of a general-meeting can demand
from the executive.
(4) The members are
to be informed in each general-meeting of the executive about the
activity and financial process of the club. If this demands at least
one tenth of the members under statement of reasons, the executive has
the relevant members also to give such a piece of information within
four weeks otherwise.
(5) The members are
to be informed from the executive about the tested bill-conclusion
(accounting). If this happens in the general-meeting, the comptrollers
are to be tied in.
(6) The members are
indebted to promote the interests of the club after strengths. They
have to heed the club-statutes and the decisions of the club-organs.
The neat members are bound to the punctual payment the joining-charge
and the dues in the height decided by the general-meeting.
Insider-businesses are allowable.
§ 8: Society-organs
Organs of the club
are the general-meeting, (§§ 9 and 10), the executive, (§§ 11 to 13), the
comptrollers, § (14), and the arbitration, (§ 15).
§ 9:
General-meeting
(1) The
general-meeting is that "general meeting "in the sense of
the Society-law 2002. A neat general-meeting finds at least all 4
years = legally instead of.
(2) An extraordinary
general-meeting finds at
-
decision of the
executive or the neat general-meeting,
-
written proposition
of at least one third of the members,
-
desires of the
comptrollers ( § 21 paragraphs 5 sentence 1 Society-law)
-
decision the/one
Controller (§ 21 paragraphs 5
sentence 2 Society-law, § 11 paragraphs 2 sentence 3 of
these statutes)
-
decision of a
lawfully ordered trustee (§ 11 paragraphs 2 more final rates of
these statutes)
within four weeks
instead of.
(3)
As well as to the neat like also to the extraordinary general-meetings
is written
all members at least two weeks before the date, by means of fax or per
e-mail (at which
from the member the club known given fax-number or e-mail-address) to
invite. The invitation of the general-meeting has to take place under
statement of the agenda. The conscription takes place through the
executive (paragraph 1 and paragraph 2 lit. a-c) through the/one
comptroller/s (paragraph 2 lit. d) or through a lawfully ordered
trustee (paragraph 2 lit. d).
(4) Propositions to
the general-meeting are written at least three days before the date of
the general-meeting with the executive to submit by means of fax or
per e-mail.
(5) Valid decisions
- except such over a proposition on conscription of an extraordinary
general-meeting - can be grasped only to the agenda.
(6) With the
general-meeting, all members are eligible. Voting rights have only the
neat and the honorary-members. Each member has a voice. The transfer
of the right to vote on another member in the way of a written
authorization is allowable.
(7) The
general-meeting is competent regardless of the number of the appeared.
(8) The elections
and the decrees in the general-meeting take place normally with simple
majority of the handed over valid votes. Decisions, with which the
statute of the club altered or should be dissolved the club, need a
qualified majority of two third of the handed over valid votes
however.
(9) The
"Obmann/Obfrau" leads the leadership in the general-meeting,
in whose prevention his/her representative. Even if this is prevented,
so the present board member eldest on years leads the leadership.
§ 10: Gave up the
general-meeting
Following tasks are
the general-meeting reservations:
a. Decree over the
estimate;
b. Receipt and authorization of the report and the bill-conclusion
under including of the comptrollers;
c. Election and removal of the members of the executive and the
comptroller;
d. Authorization of legal-businesses between comptrollers and club;
e. Relief of the executive;
f. Arrangement the height the joining-charge and the dues for neat and
for extraordinary members;
g. Decree over statutes alterations and the voluntary dissolution of
the club;
h. Advice and decree over other on the agenda standing questions.
§ 11: Executive
(1) The executive
consists legally of seven members, in fact from Obmann/Obfrau and two
representatives, secretary and representative as well as treasurer and
representative (legally = at least 2 natural persons).
(2) The executive is
chosen by the general-meeting. The executive has the right when
eliminated of a chosen member, at his position another selectable
member to co-opting, to which catching up with the additional
authorization in the next-following general-meeting is. The executive
falls without self-supplement through co-opting at all or on
unpredictably long time from, so each comptroller is committed to
summon an extraordinary general-meeting to the purpose of the
reelection of an executive instantaneously. If also the comptrollers
should be action-incapable, each neat member, that recognizes the
emergency, has to apply for the order of a trustee to the responsible
court instantaneously, who immediately has to summon an extraordinary
general-meeting.
(3) The
function-period of the executive amounts to 4 years; reelection is
possible. Each function in the executive is personal to practice.
(4) The executive is
summoned by the "Obmann/ Obfrau, with prevention of his/her
representative in writing or orally. If also this one is prevented on
unpredictably long time, each other board member can summon the
executive.
(5) The executive is
competent if all its members were loaded in and the half of them is
present at least.
(6) The executive
grasps its decisions with simple vote-majority; with tie gives the
voice of the chairperson the rash.
(7) The
"Obmann/Obfrau", with prevention his/her representative,
leads the leadership. If also this is prevented, the leadership is
incumbent on the present board member oldest on years or that board
member, that the remaining board members determine of the majority to
it.
(8) Besides through
the death and course of the function-period (paragraph 3) goes out the
function of a board member through removal (paragraph 9) and
resignation (paragraph 10).
(9) The
general-meeting can the entire executive anytime or individual its
members relieves. The removal comes with order of the new executive as
well as board member into force.
(10) The board
members can explain her/its/their resignation anytime in writing. The
resignation-explanation is at the executive to direct in the case of
the resignation of the entire executive to the general-meeting. The
resignation only becomes effective with election as well as co-opting
(paragraph 2) a successor.
§ 12: Gave up the
executive
The management of
the club is incumbent on the executive. It is that
"management-organ "in the sense of the Society-law 2002. It is
entitled to all tasks, that are not assigned to another club-organ by
the statutes. Especially following issues fall into its radius:
-
Equipment
a the requests of the club of corresponding accountancy with
current record of the incomes/expenditures and leadership of a
fortune-table as minimum-requirement;
-
Preparation of the
annual estimate of costs, the report and the bill-conclusion;
-
Preparation and
conscription of the general-meeting in the cases of the § 9
paragraphs 1 and paragraph 2 lit. a - c of these statutes;
-
Piece of information
of the club-members over the club-activity, that representation
and the tested bill-conclusion;
-
Administration of
the club-fortune;
-
Reception and
exclusion of neat club-members;
-
Reception and
termination of employees of the club.
§ 13: Special be
incumbent on-ness of individual board members
(1) The
"Obmann/Obfrau" leads the current businesses of the club.
The secretary supports the "Obmann/Obfrau" with the
leadership of the club-businesses.
(2) The
"Obmann/Obfrau" represents the club outside. Written copies
of the club need to their validity of the signatures of the
"Obmann/Obfrau" and the secretary, in money-issues (assets
dispositions) of the "Obmanns/Obfrau" and
the treasurer. Legal-businesses between board members and club
need the consentof another board member.
(3)Legal business
authorizations to represent the club outside as well as to draw for it
can be given
board members exclusively named by that in paragraph 2.
(4) With danger in
the delay, the "Obmann/Obfrau" is entitled, also in issues,
that fall into the radius of the general-meeting or the executive, to
meet order under own responsibility independently; in the
inside-relationship needs these the additional authorization through
the responsible club-organ however.
(5) The
"Obmann/Obfrau" leads the leadership in the general-meeting
and in the executive.
(6)The Secretary
leads the protocols of the general-meeting and the executive.
(7) The treasurer is
responsible for the proper money matters of the club.
(8) In the case of
the prevention, their representatives step at the position the
"Obmann/Obfrau", the secretary or the treasurer.
§ 14: Comptrollers
(1) Two comptrollers
are chosen by the general-meeting by 4 years in the long term.
Reelection is possible. The comptrollers are allowed to no organ -
with exception of the general-meeting - belongs his activity object of
the examination is.
(2) The current
business-control as well as the examination of the management of
public finances of the club is incumbent on the comptrollers with
reference to the order-moderation of the accounting and that,
application of the methods would statute-narrowness-measure. The
executive has the comptrollers to submit the necessary records and to
give the necessary information. The comptrollers have the executive to
report on the result of the examination.
(3) Legal-businesses
between comptrollers and club need the authorization through the
general-meeting. The regulations of the § 11 paragraphs 8 to 10
are applied in the remainder to the comptrollers equivalently.
§ 15: Arbitration
(1) To the
conciliation of all disputes emerging from the club-relationship, the
club-internal arbitration is appointed. It is one
"conciliation-equipment " in the sense of the Society-law
2002 and no arbitration after the §§ 577 ff ZPO.
(2)
The arbitration consists from three neat club-members. It is formed so
that a dispute-part makes in writing renowned a member for
the executive as referees. Over invitation through the executive
within seven days, the other dispute-part does within 14 days a member
of the arbitration renowned for his part. After communication through
the executive within seven days, the by name done referees choose
within further 14 days a third neat member to chairpersons of the
arbitration. With tie, the lot adjudicates under the proposed. The
members of the arbitration are allowed to no organ-with exception of
the general-meeting-belongs
his activity object of the dispute is-
(3)
The arbitration makes its decision after granting of mutual hearing
with presence all of its members with simple vote-majority. It
adjudicates after best
knowledge and consciences. Its decisions are club-internally
final.
§ 16: Volunteer
dissolution of the club
The voluntary
dissolution of the club can be decided only in one general-meeting and
only with two-thirds-majority of the handed over valid votes.
This general-meeting
also has - provided club-fortune exists - , to decide over the
handling. Especially, it has a liquidator too competent and, to pass
resolution over it, whom this has to transfer the club-fortune
remaining after payment that passives. This fortune shall as far as
this is possible and allowed, an organization, that pursues same or
similar purposes like this club, closes purposes of the welfare
otherwise.
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