The association is named "International Independent Research Association for the Pursuit and Promotion of Natural Sciences, (Social sciences), Human Sciences and Technical Sciences in the Aerospace Industry, Asgardia"
The abbreviated name in German is UFe.V. Asgardia. In English, it is: "International Non-Governmental Research Society on Space - Asgardia".
(2) It is based in the city of Vienna, is internationally oriented and extends its activity in the state of Vienna.
(3) The establishment of branch associations is intended.
(1) The purpose of the Association is to provide and carry out basic and applied research and development activities, particularly in the following areas:
The association is mainly active in the three above-mentioned areas.
In particular, the philosophical research covers,
Technical research covers, in particular, the development of Satellites, the development of spacecraft and control systems, avoiding threats to people from the air/space
(2) compilation of studies on the properties, characteristics and processes of mutual influence of natural and artificial factors and emissions in the aerospace industry. Promotion and implementation of fundamental research in the field of space. Cooperation with Universities and other research facilities in the field of air and air transport space technology. Development and maintenance of expertise; creation of expertise for the aerospace industry.
The purpose of the association is to promote the research, both materially and ideally, members of activities that focus on the fulfilment of tasks in science, research and management in the field of aerospace research and other scientific and technical fields.
A major purpose of the association is the establishment, maintenance and administration of research institutions, as well as the implementation of immovable and movable operating equipment.
A further task is the promotion of a community life based on a democratic society. The association's activities are non-profit and in accordance with the of the Federal Tax Code.
(1) The purpose of the association is to be achieved by means of the ideal and material means cited in para. 2 and para 3.
(2) Elements which are to serve as idealistic means
(3) The necessary material resources shall be applied by:
The revenue shall be paid exclusively to the association for the realisation of the association purpose.
They are subordinated to the purpose of the association, and represent neither the nature nor the extent of the main purpose of the association.
(1) The members of the Association are divided into ordinary, extraordinary and Honorary members:
(2) Full members are those who participate fully in the work of the association and in the scientific work.
Extraordinary members are individuals, legal persons and entities that promote the association's activities mainly through donations or support through donations. These do not have any other obligations and no voting rights, they promote the association's activities mainly through payment of an increased membership fee.
(3) Honorary members and honorary presidents are those persons who have acquired special merit for the Association, whether they belong to the Association or not.
(1) Members of the Association may be all physical persons, members and honorary members as well as legal persons (branch associations and research departments) and legal partnerships.
(2) The Executive Board decides on the admission of ordinary and extraordinary members. Admission can be denied without giving reasons.
(3) For physical persons, the minimum age for admission to the club is 16 years. If the applicant has not yet reached the age of 18 at the time of the signing of the declaration of acceptance, the consent of the parent or guardian is required.
(4) Until the formation of the association, the provisional admission of ordinary and extraordinary members will be carried out by the association founders, in the case of a previously appointed Management Board.
Membership becomes effective only with the formation of the association. If a board of directors is appointed after the formation of the association, the (definitive) admission of ordinary and extraordinary members will also be carried out by the founders of the association.
(5) The appointment of honorary members or the honorary president shall be made by the unanimous decision of the Executive Board.
(1) Membership shall be terminated by death, by legal entities and by legal capacity, partnerships by loss of legal personality, by written withdrawal, by deletion and by exclusion.
(2) Withdrawal is possible only at the end of a financial year. It must be communicated to the Management Board in writing at least two months in advance. If the notification is delayed, it will only be effective at the next exit date. The timeliness of the date of posting shall prevail.
(3) The Executive Board may exclude a member if the member is in arrears with the payment of membership fees for more than six months, with a twofold written warning with a reasonable additional period. The obligation to pay the membership fees due shall remain unaffected.
(4) The exclusion of a member from the Association may also be exercised by the Executive Board for gross breach of other members' obligations and for dishonourable or unreasonable conduct.
(5) The exclusion of a user of a branch or a section may be decided by the board for breaching membership requirements or for dishonourable or unreasonable conduct.
(6) Membership is not transferable. In the case of reorganisations of legal entities or partnerships which have a succession of individual rights under commercial law or in other cases of individual succession, membership does not pass; In this case a new request must be submitted to join as a member.
(7) The disqualification of the honorary membership may be decided by the General Assembly on the motion of the Executive Board for the reasons stated in paragraph 4.
(1) The members are entitled to take part in all events of the association and to use the facilities of the association according to the methods of use. The right to vote in the General Meeting as well as the right to vote and to stand as a candidate is only available to the ordinary and the honorary members. In the event that a full member is a legal entity or partnership, the right to choose is restricted to persons who are the representatives of the company, authorised signatories, authorised representatives or executives who are acting as executives. The power of attorney or special authority shall be proved by means of a written document from which it is established that the authorised representative is authorised to perform the position in the association as representative of the association member.
(2) The following voting rights shall be attributable to ordinary members:
If a member is behind with the payment of membership fees voting rights will be suspended until these are paid.
(3) Each member is entitled to request the Executive Board to keep a copy of the Articles of Incorporation. In addition, the members of the Association have the rights granted to them by law.
(4) At least one-tenth of the members are required to request the Board to convene a general meeting.
(5) The members shall be informed at the General Meeting by the Executive Board of the activities and financial activities of the Association. If at least one-tenth of the members request so, the Board of Directors will provide such information to the members concerned within four weeks.
(6) Members shall be informed by the Executive Board of the audited financial statements (accounting). If this happens at the General Meeting, the auditors must be involved.
(7) Members are obligated to promote the interests of the Association to the fullest and to refrain from doing anything which might endanger the reputation and purpose of the Association. They must observe the statutes of the association and the decisions of the association's bodies. The ordinary and extraordinary members are obligated to pay the membership fee, the amount of which is decided at the General Meeting. Each member acknowledges the statutes by their accession.
(8) The members of the branch associations and sections are obliged to comply with the obligations arising from cooperation agreements with the FABW.
(9) Members who are legal entities or partnerships may exercise their membership rights both through bodies and by proxy. Members who are individuals exercise their membership rights personally or by proxy.
The members of the Association are the General Assembly (Section 9 and 10), the Board of Directors (Section 11 to 13), the Auditors (Section 14) and the Arbitration Court (Section 15) and the General Assembly, Section Management and Section Control
(1) The General Meeting is the "General Assembly" as defined by the Association Act 2002. An Ordinary General Meeting takes place at least every two years.
(2) An extraordinary General Meeting shall be held:
(3) All members are to be invited to the Ordinary as well as the Extraordinary General Meetings; a notice must be provided at least two weeks before the date of the meeting, in writing, by fax or by e-mail (to the fax number or e-mail address announced by the member of the association). The agenda of the Annual General Meeting will be advised. The meeting will be convened by the Management Board (para 1 and para 2 lit. a-c), by the auditor (para 2 lit. d), or by a court-appointed curator (para 2 (e)).
(4) The agenda of the General Assembly must include:
The agenda of an a.o. at the General Meeting must include at least the items a), b), c) of the Annual General Meeting, as well as the handling of the requests which led to the convening of the meeting.
(5) Proposals for the General Meeting should be sent to the Management Board in writing, by fax or e-mail at least one week before the date of the General Meeting.
(6) Valid decisions - except those concerning a request to convene an extraordinary General Assembly - can only be taken on the agenda.
(7) At the General Meeting, all members are entitled to participate. Only the ordinary and the honorary members are entitled to vote in accordance with the voting rights granted (Section 7 para. 2) and the honorary members. The transfer of voting rights to another member is permitted by written authorisation.
(8) The membership shall be communicated by each section to each branch by the 31st of January of each year in the form of a list of names, first names, dates of birth and addresses. Members not disclosed at this time will not be taken into account during the year in the delivery of the voting rights.
(9) The General Meeting of Shareholders shall be without prejudice to the number of people in attendance.
(10) The elections and the resolutions in the general meeting are usually made by a simple majority of the valid votes cast. Decisions amending the statutes of the association or dissolving the association, however, require a qualified majority of two-thirds of the valid votes cast.
(11) In the event of a tie, the deciding vote will be taken by the merman)
(12) The President of the General Assembly shall preside, in his/her absence the chair will be his/her deputy. If this is not possible the longest-standing member of the club will preside over by the General Assembly by a simple majority.
(13) Resolutions of the Annual General Meeting may also be passed in writing (circular route) if all members who are entitled to vote agree with the stipulated provision or with the vote in writing. In this case the requirement for an effective decision-majority will be calculated by the total number of all voting members, not by the number of votes.
Section 10: Tasks of the General Meeting
The following tasks are reserved for the General Meeting of Shareholders:
(1) The Executive Board, as defined by the Association Law, consists of the chairman (president) and deputy, secretary and deputy, as well as the treasurer and deputy, as well as the necessary number of advisors, the chairman carries the title President or Chairman.
If an honorary president is appointed, they have seat and voting rights at the Executive Board. The Board of Directors, in accordance with the Association Act, shall consist of Chairman (President) and Deputy, Secretary and Deputy, as well as Treasurer and Deputy, as well as the necessary number of Advisory Boards bears the title of president or chairman.
If an honorary president is appointed, this seat and voting right shall be on the board of directors.
(2) The Executive Board shall be elected at the General Meeting for a period of four years. Section 7 (1) of this Statute applies to legal entities. The Executive Board has the right to co-opt another elective member in its place in the event of the death of an elected member, for which the subsequent approval must be obtained at the next General Meeting. If the board of directors does not accept any self-sufficiency by co-opting or for an unpredictably long period, each auditor is obliged to call an extraordinary General Meeting without delay for the purpose of a new election of a management board. Should the auditors also be incapable of acting, any ordinary member who is aware of the emergency situation must immediately request the appointment of a trustee to the competent court, which must immediately call an extraordinary general meeting.
(3) The term of office of the Management Board is four years. It is possible to re-elect a member of the Executive Board. Each function within the Executive Board is to be exercised personally
(4) The Executive Board shall be convened by the President in writing by mail or by e-mail, in the event of his/her/its deputy being prevented from doing so.
The invitation from the members of the Presidency should be sent at least two weeks before the date of the meeting. If the vice president is also prevented for an unforeseeably long period, any other member of the Executive Board may convene the Executive Board. The Bureau meets for at least three meetings per year.
(5) The Executive Board shall be quorate if all its members have been invited in accordance with the Statute and at least half of them are present.
(6) The Executive Board shall pass resolutions by a simple majority of votes; In the event of a tie, the chairman's vote shall be decisive. Each board member is entitled to vote.
(7) The Board shall be chaired by the chairman*president, and in case of their absence by their deputy. If they are also prevented, the presidency is incumbent on the member of the Executive Board present who is the longest-standing member of the board or the member of the Management Board, which is supported by the majority of the other members of the Management Board.
(8) Except as a result of the death and/or the expiration of the term (paragraph 3), the function of a member of the Management Board expires by withdrawal (para 9) and resignation (para 10).
(9) The General Meeting has the power to remove the entire Executive Board or any of its members at any time. The removal shall take effect with the appointment of the new Executive Board or Executive Board member.
(10) The members of the Executive Board can at all times declare their resignation in writing. The declaration of resignation must be addressed to the Executive Board, in the event of the resignation of the entire Executive Board to the General Meeting. The resignation shall take effect only with the election or co-opting of a successor.
(11) The activities of the Executive Board members are voluntary. Travel expenses may be reimbursed by a resolution of the Executive Board.
(12) The Executive Board and its members are bound by the Statute of the Association and the resolutions of the General Meeting.
The management of the association is the responsibility of the board. It is the "governing body" within the meaning of the Association Act 2002. It is responsible for all tasks which are not assigned to another association by the Statute. In particular, the following matters are relevant to its domain:
(1) Establishment of an accounting system which complies with the requirements of the association, with a current record of revenue / expenditure and maintaining a list of assets as a minimum requirement;
(2) Preparation of the annual progress report, the accountability report and the clearance of accounts;
(3) Determining the amount of membership fees and any fees for ordinary and extraordinary members
(4) Preparation and convocation of the General Meeting in the cases of Section 9 1) and 2) a - c of these Statutes;
(5) Implementation of the resolutions of the General Meeting
(6) Informing the members about the association’s activity, financial management and audited clearance of accounts;
(7) Administration of the Association’s funds
(8) Admission and exclusion of ordinary and extraordinary members of the association;
(9) Proposal for the appointment of an honorary president, as well as the awarding of an honorary membership to the General Assembly and the recognition of these honours.
(10) Awarding of honours and awards and the recognition of such tributes.
(11) Exercise of control duties against branch associations and research divisions. The Executive Board decides on the establishment of branch associations and research units; it has the right to intervene in the research activities and suspend their decisions. This is especially so if these resolutions are contrary to the statutes of the association or decisions of the board of directors. In such a case or on the recommendation of the auditors, the Executive Board may convene an extraordinary meeting of the members of the research divisions.
(12) Admission and termination of employees of the association.
(13) To exercise the obligations of the members of cooperation agreements with research facilities, universities and branch associations.
(14) Appointment and dismissal of the General Secretary.
(15) Admission and dismissal of employees of the association
(16) Regulation of the tasks and competencies of the General Secretary within the framework of the Rules of Procedure
(17) Resolution on the exercise of shareholder rights in corporations in which the association is directly or indirectly involved.
(18) All other management matters
(1) The President shall manage the day-to-day business of the Association, insofar as they are not expressly entrusted to other members of the Executive Board.
(2) The Association will be represented by the President, in the event of them being unavailable, by their deputy, in all matters. Each member of the Management Board is solely entitled to passive representation. Written copies of the Association are signed by the President. The President will preside at the General Meeting and the Executive Board.
(3) Legal transactions between members of the Management Board and the Association require the approval of another member of the Management Board.
(4) Legal representations to represent the association to the outside or to subscribe for it can be granted exclusively by the members of the Executive Board named in para. 2 above. In particular, the authorisation to the Secretary-General. The President shall at all times issue a special power of attorney for the sale and encumbrance of properties.
(5) In the case of a danger of default, the President is entitled to issue orders under his own responsibility, even in matters falling within the scope of the General Meeting or the Executive Board. In internal relationships, however, these must be subject to subsequent approval by the competent association body.
(6) The President will chair the General Meeting and the Executive Board.
(7) The secretary must assist the president in the management of the association's business; in particular, they are responsible for the management of the General Meeting and the meetings of the Executive Board.
(8) The Treasurer will assist the President in the conduct of the business of the Association; they are responsible for the proper management of the Association’s funds.
(9) In case they are prevented, the president, the secretary or the treasurer shall be replaced by their deputies.
(1) The Executive Board may appoint a General Secretary and dismiss them. The General Secretary will exercise their activity as an employee of the Association in exchange for a reasonable remuneration. They do not have to be an association member. They are responsible for managing the day-to-day business of the Association in accordance with the Articles of Incorporation, the Rules of Procedure, the employment contract and the resolutions of the Executive Board to which they are bound. The contact for the General Secretary is the Chairman / President of the Board, in case they are prevented, their deputy.
(2) The General Secretary shall participate in the Board meetings and the General Meeting. The Executive Board may delegate, in full or in part, the tasks and powers and / or tasks and powers of individual members of the Board of Directors within the framework of the Rules of Procedure (Section 12 (16)) to the General Secretary . In this case, the scope of the powers of representation of the General Secretary for the Association shall also be regulated in the Rules of Procedure, taking into account Section 13 (4). The General Secretary will participate in Board meetings and the General Assembly. The Executive Board may delegate all or part of its tasks and powers to individual members of the Executive Board to the General Secretary within the framework of the Rules of Procedure (Section 12 (16)). In this case, the scope of the powers of representation of the General Secretary for the Association will also be regulated in the Rules of Procedure, taking into account Section 13 (4).
(1) Two auditors are elected by the General Meeting for a period of four years. Re-election is possible. The auditors may not belong to an institution other than the General Meeting whose activity is the subject of the audit.
(2) The auditors are responsible for the day-to-day control of the business, as well as the auditing of the financial organization of the association with regard to the regularity of the accounting and the appropriation of funds. The Executive Board shall provide the auditors with the necessary documentation and provide the necessary information. The auditors have to report to the results of the audit to the Executive Board. (Audit report)
(3) The auditors have the right to have full access to the books of the association and all other documents as well as the right to demand information from all association bodies regarding all association matters.
(4) Legal transactions between auditors and the association require approval by the General Meeting. In all other respects, the provisions of Section 11 paragraphs 8 to 10 shall apply to the auditors correspondingly.
(5) If, pursuant to Section 5, paragraph 5, in conjunction with Section 22 (2) VerG, the association is required to appoint an annual auditor instead of the auditors, the provisions for the auditors apply to the annual auditor correspondingly. In addition, the annual auditor shall comply with the applicable statutory provisions, in particular the 2002 Companies Act, as amended.
(1) For the mediation of all disputes arising from the association, an internal arbitration court is called upon to arbitrate. It is a "mediation board" within the meaning of the Association Act 2002 and no arbitral tribunal according to Section 577 ZPO.
(2) The arbitral tribunal consists of three ordinary members of the association. It is formed in such a way that a dispute makes a member of the board appoint a member as an arbitrator in writing. By request of the Executive Board, within seven days, the other disputing party shall appoint a member of the arbitral tribunal within 14 days. In accordance with the terms of the agreement, the arbitrators appointed within a period of seven days shall elect a third full member within a further 14 days to become the chairman of the arbitration board. In the case of a tie, the decision will be made by lots. The members of the arbitral tribunal shall not belong to any body other than the General Meeting whose activity is the subject of the dispute.
(3) The arbitral tribunal shall make its decision after the hearing of all the members by a simple majority of votes.
It decides to the best of its knowledge and conscience. Its decisions are final.
The Executive Board may set up work committees for its support and to entrust certain tasks. These are subject to reporting to the Executive Board. The work committees consist of the chairperson (s) and at least three other members of the Executive Board.
In order to achieve and implement the Association's purpose, the Executive Board may set up its own research divisions for individual research areas and scientific areas. It is the task of the research section to maintain a regular research operation and to promote the life of the section.
(1) The General Meeting is the highest decision-making body of the research division . It must be convened by the section management at least every four years. The chairman of the general meeting shall be chaired by the section leader, and the deputy shall be in charge if the other is prevented.
(2) It is responsible for the choice of section management and section control (2 auditors). It accepts the activity report of the section management and the test report of the section control and expresses the discharge of the section management.
(3) All members of the research division are entitled to the Annual General Meeting. Right to vote are ordinary members who have reached the age of 16 and the honorary members. The Annual General Meeting passes resolutions by a simple majority.
(1) Section management is the responsibility of the research division. The term of office ends after the latest two years after the election by the General Meeting.
(2) It consists of the section leader, the cashier, the secretary and their deputies.
If necessary, the section line can be supplemented by additional functions. Cooperation’s are also possible. The section management makes its decisions with a simple majority of votes.
(3) The section leader conducts the activities of the research division and represents their interests externally and with the other members of the board. They are responsible for management of funds and cash transactions with the cashier.
(4) One of the tasks of section management is, in particular, the financing and maintenance of the research division and the management of the section capacity. It shall ensure the maintenance of the research facility and equipment as well as the maintenance of the research facility.
(5) The inclusion and exclusion of members as well as the deletion of memberships is also part of the decision-making process of section management.
The appeal to the arbitration court is possible against the exclusion of members.
(6) Section management has to assist the Executive Board in the management of the business and is responsible for the execution of the decisions and orders. It has to report annually to the Presidium on the course of business, including the activities as well as the sporting and social activities.
(1) The control section consists of at least two auditors. The function of an auditor is incompatible with that of a section manager. Cooperation’s can be made by the section management.
(2) The responsibility of the control section is the auditing of transactions and conduct of the research department. It is obliged to report on its activities towards the General Meeting, the section management and the auditors of the FABW. For this purpose, it submits a written test report.
The promotion of the association's purpose or the deserved work for the welfare of the association can also be honoured by the board by a public award, such as for long-standing association-loyalty. In order to carry out these honours and awards, the Executive Board has to enact appropriate directives.
(1) The voluntary dissolution of the Association may only be decided in a General Meeting, convened for this purpose, in the presence of at least one half of the ordinary members and only with a two-thirds majority of the valid votes cast.
(2) This General Meeting shall also decide on the winding-up, if the assets are available. In particular, it has to appoint a liquidator and to take a decision as to who is to transfer the remaining assets after the liabilities have been covered. As far as this is possible and permissible, this property is to be attributed to an organization which pursues the same or similar purposes as this association, otherwise purposes of social welfare.
(3) The last committee member has to announce the voluntary dissolution in writing within four weeks after the decision of the competent authority of the association.
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