Article 1: Name and seat of the Association
The Association bears the name “Kunstverein Baden.”
It has its seat in Baden.
Article 2: Purpose of the Association
1. Promoting artists predominantly from the visual and applied arts; augmented by artists from the disciplines of literature and music.
2. Promoting and broadening the public’s understanding and appreciation of art.
3. Contributing to the preservation of works of art from the cultural field of the region of Baden.
Article 3: Resources to support the purpose of the Association
The purpose of the Association shall be achieved as follows:
1. Organization of art exhibitions, lectures, and discussions, competitions, common evenings, and social events.
2. Membership fees from the active and supporting members, non-recurring donor contributions, subsidies, sponsorship funding, donations.
Article 4: Membership types and admission
The Association consists of active members, supporting members, honorary members, and founders.
Pursuant to Article 2, (1), active members may be artists born in the political district of Baden or residents of the district of Baden at the time of membership admission and who have been accepted at least twice to participate in exhibitions of the Kunstverein Baden. If an individual is already a member of the Berufsvereinigung der bildende Künstler Österreichs (Professional Association of Austrian Visual Artists), a decision can be made by the Association’s board of directors to admit the artist without prior approval of the association. The decision requires a two-thirds majority. Moreover, all other creative artists residing in the Viertel unter dem Wienerwald (Industrial Quarter) including Vienna and working within the cultural community of the region of Baden may become members of the Association subject to the other conditions.
Anyone who is committed to promoting the arts can become a supporting member.
Any member of the Association who has promoted the image and reputation of the Association through extraordinary achievements or who has rendered outstanding services to the arts, applied arts, or promotion of the arts in the Baden cultural field may become an honorary member by a majority decision of the general assembly. In special exceptional cases, a person who is not a member of the association may also be appointed as an honorary member if he or she has shown particular merit in promoting the arts or has provided special support.
Founders are individuals who provide special financial support to the Association by contributing a substantial non-recurring amount to be decided by the general assembly.
Article 5: Termination of membership
Membership ends upon death or voluntary resignation, which must be communicated in writing to the Association’s board of directors, or due to non-payment of the outstanding membership fee following a written reminder, or due to conduct detrimental to the Association.
Article 6: Rights and obligations of members
All members are obliged to promote the Association in the fulfilment of its tasks to the best of their ability and to support it in every respect, to refrain from all actions that damage the Association’s reputation outside the Association, to actively participate in the activities of the Association, and thus to promote the community of artists and individuals with an interest in art.
Every active member has the right to participate in all exhibitions and competitions of the Association but is subject to the guidelines drawn up by the Association for the admission of works of visual and applied arts in exhibitions of the Association.
All members have the active and passive right to vote.
All members are obliged to pay the membership fee decided by the general assembly of the Association within one month after notification.
Article 7: Management of the Association
The Association is managed by the general assembly, the board of directors, the chairperson or, in case of unavailability, the deputy.
Article 8: General assembly
The ordinary general assembly shall be convened annually by the presiding chairperson of the Association in the first third of each year by resolution of the board. All members shall be invited to the general assembly in writing. Invitations must be sent at least 14 days before the general assembly and must include the agenda.
Motions for the general assembly must be submitted to the board in writing, by fax or by e-mail at least three days before the date of the general assembly.
Valid resolutions – with the exception of those concerning a motion to convene an extraordinary general meeting – can only be adopted as part of the agenda.
The general assembly is entitled to adopt the following resolutions:
1. The election of the board of directors of the Association
2. The election of the auditors
3. The amendment of the statutes
4. The adoption of a resolution about the statement of estimates and consequently about the program
5. The determination of the membership fees
6. The approval of the report of the board of directors
7. The approval of the closing of accounts and the formal approval of the actions of the treasurer
8. The appointment of honorary members
9. The determination of the amount of the founder’s contribution
10. The purchase, mortgaging, and sale of real estate
11. The dissolution of the Association
The general assembly constitutes a quorum at the time it is convened, regardless of the number of members present. The invitation shall contain the full wording of this statutory provision. The general assembly shall adopt resolutions regarding items 1, 2, 4, 5, 6, 7 as specified in Article 6 by a simple majority of votes, and regarding items 3, 9 and 10 by a two-thirds majority.
Extraordinary general assembly meetings are to be convened by the chairperson within 14 days if the board of directors considers the convening of such a meeting necessary due to a resolution or if one tenth of the members request such a meeting by registered letter.
Article 9: Association board of directors
The board of the Association consists of:
1. A chairperson
2. A deputy chairperson
3. A secretary
4. A treasurer
5. A maximum of three additional members of the board of directors
The chairperson represents the Association externally and participates in the events of the Association and its board of directors. He/she supervises the observance of the statutes by the Association’s board of directors and the members. The chairperson conducts the business of the Association, convenes the meetings of the board, and the ordinary and extraordinary general assembly. At least three members of the board must be active members.
The board of the association is elected for a period of 3 years by a simple majority of votes in the general assembly. If an elected member resigns, the board has the right to co-opt another eligible member in his or her place, for which subsequent approval must be obtained at the next general assembly.
By decision of the general assembly (simple majority of votes), the board can be dismissed from managing the Association before the end of the term of office. The board of the Association adopts its resolutions with a majority of votes in the presence of at least three members of the board.
Article 10: Tasks of the Association board of directors
The board of the Association is responsible for:
1. The management of the Association and its business
2. The administration of the Association’s assets
3. The admission and exclusion of members
4. The adoption of resolutions on the convening of ordinary and extraordinary general assembly meetings
5. The conclusion of contracts with third parties, insofar as they are not restricted to the approval and adoption of resolutions by the general assembly
6. The implementation of all resolutions of the general assembly
7. The preparation and execution of all events of the Association
The chairperson or his/her deputy is responsible for chairing all meetings of the Association’s board of directors, managing the Association’s board of directors, and supervising the timely and correct implementation of the resolutions of the board of directors and the general assembly.
The treasurer or his/her deputy shall be responsible for the accounting management of the entire assets of the Association. He/she shall ensure that an accurate record is kept, that accounts are kept of incoming and outgoing funds in cash and in the accounts of the financial institutions, and that annual reports are submitted to the general assembly. He/she shall sign all documents dealing with money management together with the chairperson or his/her deputy.
The secretary is responsible for handling correspondence, keeping the minutes of the general meeting and the board meetings, and for signing the documents of the Association together with the chairperson or his/her deputy.
The other members of the board take part in its deliberations and are entrusted with tasks by the board on a case-by-case basis.
Article 11: Supervisory bodies
The general assembly elects two auditors, who annually audit the annual accounts of the Association by inspecting the books and records and reporting to the general assembly.
Article 12: Court of arbitration
In all disputes arising from the Association relationship, the arbitral tribunal shall decide under exclusion of legal action. The tribunal shall be formed when one party to the dispute nominates a member as arbitrator in writing to the board. Upon request by the board of directors within seven days, the other party to the dispute shall nominate a member of the arbitral tribunal within 14 days. After notification by the board within seven days, the appointed arbitrators shall elect a third member as chairperson of the arbitral tribunal within a further 14 days. In the case of a majority of the votes cast, the decision shall be made by the drawing of lots among the nominees. The members of the arbitral tribunal may not belong to any governing body – with the exception of the general assembly – whose activity is the subject of the dispute.
The arbitral tribunal shall reach its decision in the presence of all its members by a simple majority of votes. The decisions are final within the Association.
Article 13: Dissolution of the Association
The petition for dissolution of the Association can only be filed by the board of directors and must be decided by the general assembly, whose agenda shall only include the dissolution of the Association. The dissolution requires a two-thirds majority of the valid votes cast.
The Association’s assets still existing at the time of dissolution shall be allocated to the municipality of Baden, which shall hold such assets in custody and transfer them to a new Kunstverein, which shall have the same dissolution provisions in its statutes; a liquidator shall be appointed for this purpose.