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:

  1. 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;

  2. Preparation of the annual estimate of costs, the report and the bill-conclusion;

  3. Preparation and conscription of the general-meeting in the cases of the 9 paragraphs 1 and paragraph 2 lit. a - c of these statutes;

  4. Piece of information of the club-members over the club-activity, that representation and the tested bill-conclusion;

  5. Administration of the club-fortune;

  6. Reception and exclusion of neat club-members;

  7. 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.