Statutes

Statute update: 01.04.2020


§ 1: NAME, HEADQUARTERS AND AREA OF ACTIVITY

The club bears the name "Amorphous eSports"

It is based in Markt Hartmannsdorf and extends its activities all over Europe.

This is the main club.


§ 2: PURPOSE

The association, whose activity is not aimed at profit, aims

  • the promotion of eSports athletes, enlargement in the German-speaking area in the eSports scene


§ 3: MEANS TO ACHIEVE THE PURPOSE

The purpose of the association is to be achieved through the ideal and material means mentioned in paragraphs 2 and 3.

Serve as ideal means:

  • Games, trainers, managers

The necessary material resources should be raised through:

  • Grants
  • Proceeds from events
  • Donations and other donations

§ 4: TYPES OF MEMBERSHIP

  1. The members of the association are divided into ordinary and extraordinary members as well as honorary members.
  2. Ordinary members are those persons who fully participate in the association's activities.
  3. Extraordinary members are those people who promote the association's activities, above all by paying an increased membership fee.
  4. Honorary members are those persons who are appointed for special services to the association.


§ 5: ACQUISITION OF MEMBERSHIP

  1. Members of the association can become physical persons as well as legal entities and partnerships with legal personality who want to support and implement the association's purpose.
  2. The management body (the board) makes the final decision on the admission of ordinary and extraordinary members. Admission can be refused without giving reasons.
  3. The appointment as honorary member is made at the request of the management body (board) by the general assembly.
  4. Until the formation of the association, the provisional admission of ordinary and extraordinary members is carried out by the founders of the association, in the case of a management body (board) already appointed. Membership only becomes effective when the association is established.


§ 6: TERMINATION OF MEMBERSHIP

  1. Membership expires upon death, in the case of legal entities and partnerships with legal capacity, through loss of legal personality, through voluntary resignation or through exclusion.
  2. Leaving can take place at the end of each month. It must be communicated to the management body (executive board) in writing at least 30 days in advance. If this is delayed, the withdrawal will only take effect at the end of the next month. The date of the postmark is decisive for timeliness.
  3. The management body (the board) can exclude a member from the association if - despite two written reminders with a grace period of at least four weeks - they are more than six months late in paying their membership fees. The obligation to pay the due membership fees remains unaffected.
  4. The management body (the board) can also exclude a member from the association due to gross violation of other membership obligations and dishonorable behavior. Against the exclusion, the appeal to the general assembly is permitted, until the decision of the member's rights are suspended.
  5. Withdrawal of honorary membership can be decided by the general meetings on request of the management body (the board) for the reasons mentioned in paragraph 4.


§ 7: RIGHTS AND OBLIGATIONS OF THE MEMBERS

  1. The members are entitled to participate in all events of the association and to use the facilities of the association. Only ordinary members and honorary members have the right to vote in the general assembly and the active and passive right to vote.
  2. The members are obliged to promote the interests of the association to the best of their ability and to refrain from doing anything which could harm the purpose and reputation of the association. You have to observe the statutes of the association and the decisions of the association's organs.


§ 7.1: PARTICIPATION FEES FOR TOURNAMENTS

The club basically pays the entire participation fee in Austria for participation in all tournaments. The condition for this is the approval of the entire board, as well as the guarantee of the team leader about the availability of the players. For each participation, the conditions and modalities must be negotiated separately with the player, team leader and board.

If entry fees were paid but the completeness of the team was not guaranteed, the team leader assumes all responsibility and any costs that may have arisen.

In prize money tournaments, a real money win always results in at least 30%, but at least the entry fees go back to the club box office. The rest can be divided within the team. Here too, the board of directors and the team leader take on the fair and uncomplicated division.


§ 7.2: TRAVEL EXPENSES

Travel expenses for certain players in Austria are supported by the association up to a certain amount. The type and amount of this sum is decided by the board in consultation with the respective team leader. The player who incurs travel expenses is obliged to hand over an invoice or receipt, or a copy of an invoice or receipt, to the club.


§ 8: ASSOCIATION BODIES

The organs of the association are:

  • the general meeting, see §§ 9 and 10
  • the management body (the board), see sections 11, 12 and 13
  • the auditors, see § 14
  • the arbitration board, see § 15


§ 9: GENERAL MEETING

  1. The general assembly is the "general assembly" within the meaning of the Association Act 2002. An ordinary general assembly takes place every five years.
  2. An extraordinary general meeting must take place by decision of the management body (board) or the ordinary general meeting or by written request from at least one tenth of the members or at the request of the auditor within four weeks.
  3. All members must be invited to the ordinary as well as the extraordinary general meetings in writing at least two weeks in advance, also by fax or e-mail. The general meeting must be convened, stating the time, place and agenda.
  4. Motions to the general assembly must be submitted to the management body (executive board) at least five days before the general assembly in writing, also by fax or email.
  5. Valid resolutions - with the exception of those relating to a request to convene an extraordinary general meeting - can only be made on the agenda.
  6. All members are entitled to attend the general meeting. Only ordinary members and honorary members are entitled to vote. Each member has one vote. The transfer of voting rights to another member - by means of a written authorization - is permitted.
  7. The General Assembly has a quorum in the presence of at least half of all voting members or their representatives (para. 5). If fewer members are present, the general meeting will take place 30 minutes later with the same agenda; it is then quorate regardless of the number of members present. This fact must be mentioned separately in the invitation.
  8. The elections (orders) and decisions in the general assembly are usually made with a simple majority of votes. If no candidate achieved the absolute majority of the votes cast in the first election (appointment), then a second shortlist must take place among those candidates who could collect the most votes. In the event of a tie in the second election (order), the lot decides.
  9. Resolutions to change the statutes of the association or to dissolve the association require a qualified majority of two thirds of the valid votes cast.
  10. The chairman presides over the general assembly and, if he is unable to do so, his deputy. If this is also prevented, the oldest member of the management body (board) presides over the years.


§ 10: TASK OF THE GENERAL ASSEMBLY

The following general tasks are reserved for the general assembly:

  1. Election (appointment) and removal of the members of the management body (board) and the auditors
  2. Resolution on a possible estimate for the next accounting year
  3. Receiving and approving the reports of the management body (executive board) and the auditors; in particular the income and expenditure account including the balance sheet or the closing of accounts (§ 12 lit. a)
  4. Discharge of the management body (board) and the auditor
  5. Setting the amount of any membership fees and membership fees for ordinary and extraordinary members
  6. Awarding and withdrawing honorary membership, other honors from the association and final decision in the expulsion procedure according to § 6 (4).
  7. Resolution on changes to the statutes or the voluntary dissolution of the association
  8. Advice and decision-making on the other agenda items


§ 11: MANAGEMENT BOARD

The board consists of two members, namely a chairman and deputy, who are also secretary and treasurer.

  1. The management body (the board), which is elected by the general assembly, has the right to co-opt with another elected member in the place of the departure of an elected member, for which the subsequent approval must be obtained at the next general assembly. If the management body (the executive board) fails at all without co-opting or if it becomes incapable of action for an unpredictably long time, each auditor is obliged to immediately convene an extraordinary general meeting for the purpose of re-electing the management body (executive board). If the auditors are also unable to act or do not exist, every full member who recognizes the emergency situation must immediately apply for the appointment of a curator at the competent court, which must immediately convene an extraordinary general meeting.
  2. The management body (the board) is convened by the chairman or, if he is unable to do so, by his deputy. If the deputy is also prevented, the management body (the board) may convene any other member. All members must be invited in writing at least three working days in advance, also by fax or email. The convocation must be made stating the time, place and agenda.
  3. The management body (the board) has a quorum if all members have been invited and at least half of them are present.
  4. The management body (the board) takes its decisions with a simple majority; In a tie vote, the chairman decides.
  5. The chairman is chaired by his deputy if he is prevented. If this is also prevented, the chair is the responsibility of the oldest member of the management body (board) or the member of the management body (board) who the majority of the other members of the management body (board) determine.
  6. In addition to death or expiry of the term of office, the function of a member of the management body (executive board) also expires upon resignation (para. 7) or through dismissal (para. 8).
  7. The members of the management body (executive board) can declare their resignation in writing at any time. The declaration of resignation is to be sent to the management body (board), in the event of resignation of the entire management body (board) to the general meeting. The resignation only becomes effective with the election or co-opting (Paragraph 1) of a successor. Until then, the ability to act is limited.
  8. The general assembly can remove the entire management body (executive board) or individual members at any time. The removal takes effect with the appointment of the new management body (board) or member of the management body (board).


§ 12: TASKS OF THE MANAGEMENT BOARD

The management body (board) is responsible for the management of the association. It has all the tasks that are not assigned to another body by the statutes. The following matters basically fall within his sphere of activity:

  • Administration of the association's assets; in particular, the management body (board) has to ensure that the financial situation of the association is recognizable in good time and sufficiently. It has to set up an accounting system that meets the requirements of the association. It is also responsible for keeping a constant record of income and expenses. At the end of the accounting year, the management body (executive board) must prepare an income and expenditure account including an overview of assets within five months. The accounting year does not have to match the calendar year, but it must take twelve months.
  • Preparation of the general assembly
  • Convocation of ordinary and extraordinary general meetings
  • Admission and exclusion of ordinary and extraordinary club members as well as keeping the list of members
  • Establishment and termination of employment


§ 13: SPECIAL OBLIGATIONS OF INDIVIDUAL EXECUTIVE BOARD MEMBERS

  1. The chairman manages the day-to-day business of the association. In the event of imminent danger, he is entitled to make his own decisions, even in matters that fall within the sphere of influence of the general assembly or the management body (executive board). However, these require subsequent approval by the responsible association body.
  2. The chairman represents the club externally. Written documents of the association require the signature of the chairman, in financial matters of the chairman and the treasurer, unless this is regulated otherwise in the rules of procedure or the cash desk rules.
  3. The chairman chairs the general assembly and the management body (board).
  4. The secretary has to support the chairman in the management of the association's business. The secretary is responsible for keeping the minutes of the general meetings and the meetings of the management body.
  5. The treasurer is responsible for the proper financial management of the association.
  6. In the event of being prevented, the deputy, the secretary and the treasurer will be replaced by their deputies.
  7. In-house transactions (in one's own name or for a business concluded by another representative of a corporate body with the association) always require the approval of the management body (board) and the auditors.


§ 14: AUDITOR

  1. The general meeting elects at least two auditors for a specific period of 5 years. The re-election of the auditor is possible. They may not belong to any association organ, with the exception of the general assembly, whose activities are subject to their supervision.
  2. The audit report of the auditors has to confirm the correctness of the accounts and the use of the funds in accordance with the articles of association or to point out any lack of management or dangers to the existence of the association. Particular attention must be paid to unusual income or expenses, especially to self-dealing (Section 13 (7)). The auditors have to report to the management body (board) and the general assembly.
  3. For the rest, the provisions of Section 11 subsections 6, 7 and 8 apply mutatis mutandis to the auditors.


§ 15: ARBITRATION BOARD

  1. The arbitration board (the arbitration board), as an ordinary arbitration board in accordance with § 577 ZPO, decides on all disputes arising from the association relationship.
  2. Each of the two parties to the dispute appoints a member of the arbitral tribunal from among the members of the association. These two elect a chairman of the arbitral tribunal from among the members of the association. If a chairperson is not elected, the lot will be decided between the nominees.
  3. All members are obliged to comply with an appeal to the arbitral tribunal.
  4. The arbitral tribunal decides with a simple majority.
  5. The decisions of the arbitral tribunal are final.


§ 16: VOLUNTARY DISASSEMBLY OF THE ASSOCIATION

  1. The voluntary dissolution of the association can only be decided in a general meeting specially called for this purpose and only with a two-thirds majority of the valid votes cast.
  2. The general meeting has to decide on the utilization of the remaining club assets after covering the open liabilities. If necessary, it has to appoint a handler.
  3. In the event of voluntary or official dissolution of the association or in the event that the previous beneficiary purpose ceases to exist, the remaining association assets must be used for non-profit or charitable purposes within the meaning of Sections 34 ff of the Federal Tax Code. The assets can also be transferred to a new association that also pursues charitable or charitable purposes within the meaning of Sections 34 ff of the Federal Tax Code. Any other use, in particular a division among the club members, is excluded.
  4. The last management body (the board) has to notify the responsible association authority in writing of the voluntary dissolution within four weeks of the decision.



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