Articles of Association

I. Name, seat and scope

The Association has been established under the name “MyHope – Unterstützung für Kinder in Äthiopien” (“MyHope – support children in Ethiopia”)
The Association shall have its registered office in Aigen im Ennstal and extend its activities worldwide.
The establishment of branch associations is not planned

II. Purpose

The Association is a non-profit organization. Its purpose is the help and support – especially self-support – of children in need in Ethiopia. The help is provided on the spot through charitable measures.
The Association undertakes to strictly comply with the relevant laws for child protection in the countries of its activities.
The Association exclusively pursues charitable purposes in the sense of the Austrian Fiscal Code (Bundesabgabenordnung, BAO).

III. Means for achieving the purpose of the Association

The purpose of the Association shall be achieved by employing the materialistic and non-materialistic means specified in paragraph 2 and 3.
The non-materialistic means include:
Set-up and maintenance of a homepage in order to achieve the purpose of the association.
Organization of presentations, discussion and events
Publishing of a newsletter and publications
Contact and co-operation with other associations with similar and/or complementary goals within the country and abroad.
The necessary materialistic means shall be raised as follows:
Financial sponsoring of children
Financial sponsorships for projects
Financial compensation and cost coverage
Donations, subsidies and collections
Revenues from events and projects for and in co-operation with other associations and from association owned companies
Legacies and other grants
The means of the Association must exclusively be used for the purposes stated in these statutes.
Any granting of profit shares or other benefits to members of the Association shall be prohibited.
All necessary trips of organs of the Association to supervise the projects shall be borne by the Association upon the need, subject to the prior approval of the trips and the cost coverage by the Executive Board of the Association. The purpose of the trip must serve exclusively the purpose of the Association. Travel expenses and accommodation shall be borne to the appropriate extent.

IV. Types of membership

The members are divided into ordinary, extraordinary and honorary members.
Ordinary members are members who actively participate in the work of the Association and who hold a function.
Extraordinary members are members who support the activity of the Association by providing a financial sponsorship for a child through regular payments.
Honorary members are people who have been appointed members of the Association in recognition of special achievements for the Association

V. Acquisition of membership

Ordinary members are individuals or legal entities who wish to contribute and participate actively in the work of the Association.
Extraordinary members are individuals or legal entities who undertake to support the work of the Association by annual financial contributions.
Honorary members are individuals or legal entities who were nominated by the Executive Board on proposal of the chairman or his substitute or by at least three ordinary members due to their special achievements for the Association and are thus awarded the honorary membership.
The Executive Board shall decide on the admission of ordinary or extraordinary members. The admission can be refused without giving any reason. The takeover of a sponsorship, however, leads automatically to the admission as an extraordinary member. The takeover of a sponsorship, however, can be refused without giving any reason.
Until the establishment of the Association, ordinary and extraordinary members shall be admitted by the founders or by the Executive Board, if already appointed. This membership shall become legally valid with the establishment of the Association. If the Executive Board is only appointed after the establishment, the (definitive) admission of ordinary and extraordinary members shall be carried out by the founders.

VI. Termination of membership

A membership shall be terminated by the death of the member, in case of legal entities and partnerships with legal capacity, by loss of their legal identity, by voluntary resignation, by ordinary termination or expulsion.
Any voluntary resignation is possible at the end of the month with a 3-months period of notice by means of a recommended letter to the Executive Board of the Association. Decisive for the validity of the resignation shall be the date of the stamp. If the termination is delayed it shall become valid to the next possible date of termination.
The Executive Board can terminate memberships via recommended letter with a period of notice of one month to the end of the business year of the Association. Decisive for the validity of the resignation shall be the date of the stamp. If the termination is delayed, it shall become valid to the next possible date of termination.
The Executive Board may expel a member if the member failed to pay his sponsorship dues for more than six weeks, despite two written reminders and suitably extended deadline. The obligation to pay the overdue sponsorships remains unaffected.
A member can also be expelled by the Executive Board for breach of other obligations of a member or dishonorable behavior.
The Executive Board may also decide upon the withdrawal of an honorary membership due to the reasons listed in paragraph 5.
The termination of a membership does not affect the duty at the time of leave or the due payment of the sponsorships for the current membership. With the cancellation of the membership the leaving member loses all benefits of a former membership.

VII. Rights and duties of a member

The members are entitled to participate in all events of the Association except for the Board Meeting.
Ordinary members and honorary members have a voting right in the General Assembly and the active and passive electoral right. Each members has one vote. The vote may be transferred by written proxy.
Each member is entitled to request a copy of the statutes from the board.
At least one tenth of the members may request the summoning of the General Assembly.
At a General Assembly the Executive Board is obliged to inform the members about the activities and the financial status of the Association. If requested by at least one tenth of the members stating a reason, the Executive Board is obliged to give this information to the relevant members within the period of four weeks.
The Executive Board is obliged to inform the members about the audited statement of accounts (financial reporting). If this is done during the General Assembly the auditor must be included.
Members agree to further the interests of the Association to the best of their abilities and to refrain from any activities that could harm the reputation and objectives of the Association. Members shall observe the Statutes of the Association and the resolutions of its organs
The extraordinary members are obliged to pay their sponsorships in due time and to the amount decided upon by the board.

VIII. Fiscal year

The first year of the Association commences with the constituent General Assembly and ends with the following December 31.
In the following, the year of the Association shall be a calendar year.

IX. Organs of the Association

The organs of the association are
The General Assembly
The Executive Board
The Advisory Board
The Auditor
The Arbitration Board

X. General Assembly

The General Assembly is the “General Meeting of the Members” according to the Austrian Association Act of 2002.
An ordinary General Assembly shall be held every four years.
An extraordinary General Assembly shall be held
- upon resolution of the Executive Board or the ordinary general meeting
- upon written request of at least one tenth of the members
- upon request of the auditor(s) within the period of eight weeks
Invitations to the General Assembly, both ordinary and extraordinary, shall be extended to all members in writing either by e-mail or fax (to the e-mail address or fax number indicated to the Association by the members) at least two weeks prior to the assembly. The invitation shall include the place, day and time of the assembly. The General Assembly shall be convened by the Executive Board.
Motions to the General Assembly shall be submitted to the Executive Board in writing either by e-mail or fax at least seven days in advance.
Valid resolutions can only be adopted on items that are part of the agenda – with the exception of those regarding a motion to convene an extraordinary General Assembly
All members are entitled to participate in the General Assembly. Only the ordinary members and the honorary members have a vote. Each member has one vote. The vote may be transferred to another member by written proxy.
The General Assembly has a quorum, regardless of the number of members present.
Votes and resolutions the General Assembly shall be adopted by simple majority of the valid votes cast. In case of a tie the chairman shall have a decisive vote, except for amendments to the Statutes or in the case of liquidation of the Association, which shall require a qualified two-third majority of the valid votes cast.
The General Assembly shall be presided over by the chairman or in case he is unavailable, the vice-chairman. If the latter is also absent, the General Assembly shall be chaired by the Executive Board member who is the oldest in age.

XI. Functions of the general meeting

The general meeting has the following functions:
Passing resolutions on the submitted motions
Receiving and approving the annual report and accounting of the past financial year upon the recommendation of the Auditors
Election and releasing of members of the Executive Board members and the auditor.
Approval of legal transactions between the Auditors and the Association
Ratifications of the actions of the Executive Board
Resolution upon modifications of the statutes
Resolution upon the voluntary dissolution of the Association
Resolution in the connection that Association’s assets will be due to beneficiaries within the meaning of the Austrian Fiscal Code (Bundesabgabenordnung, BAO) in the event that any privileged purposes cease to exis
Advising and deciding on items of the agenda.

XII. The Executive Board

The Executive Board consists of at least four members, the chairman and the vice-chairman the secretary and the treasurer.
The Executive Board is elected by the General Assembly. If an elected Board member leaves the Executive Board the Board is entitled to co-opt another electable member which has to be approved later during the following General Assembly. If the Executive Board ceases to function for a certain period of time or permanently due to the lack of a co-opted member, the Auditor is obliged to summon an extraordinary General Assembly for the purpose of the election of a new Executive Board. In case that the Auditor is not available, any ordinary member who realizes the emergency situation is entitled to apply for the appointment of a trustee at the competent court who shall then summon an extraordinary General Assembly without delay.
The term of office of the Executive Board shall be four years; a re-election is possible. The function must be exercised personally.
The Executive Board shall be summoned in writing by the chairman. If the chairman is not available the board shall be summoned by the vice-chairman. If the vice-chairman is also absent, the Executive Board shall be summoned by any other board member.
The Executive Board has a quorum if all members were summoned and at least 50% of them are personally present. If a member is kept from attending the meeting personally, he may – in exceptional cases – cast a vote via telephone or VoiP.
Resolutions are taken with simple majority. In case of a tie of the chairman shall have a deciding vote.
The Board meeting shall be presided over by the chairman or in case he/she is unavailable, by the vice chairman. If the latter is also absent, the meeting shall be chaired by the Executive Board member who is the oldest in age.
The term of office can expire by death or expiration (par.3) or by removal (par. 9) or resignation (par.10).
The General Assembly may remove the entire Executive Board or any of its individual members. The removal shall become effective as from appointment of a new Executive Board member or a completely new Executive Board.
The Executive Board members may submit their resignation in writing at any time. The resignation shall be submitted to he Executive Board or, in the case of the resignation of the entire Executive Board, to the General Assembly. The resignation shall become effective only upon the election or appointment (Article 2) of a successor.

XIII. Duties of the Executive Board

The Executive Board shall be responsible for the management of the Association. It shall be the management body according to the Austrian Association Act of 2002. It shall perform all functions not allocated to another organ of the Association by the Statutes. Its responsibilities shall include:

Preparation of an accounting system that complies with the accounting requirements of the Association
Preparation of the estimated annual budget, the financial statement and the statement of accounts.
Preparation and calling of the ordinary and extraordinary General Assembly
Information of the members of the Association about activities of the association, its financial management and the annual statement.
Administration of the assets of the Association
Admittance and expulsion of ordinary and extraordinary members
Awarding and withdrawal of honorary memberships
Employment and dismissal of persons of trust of the Association in Ethiopia.

XIX. Special duties of individual members of the Executive Board

The chairman manages the ongoing business of the Association.
The chairman represents the Association to the outside. Written communication needs to be signed by the chairman. Financial matters (financial dispositions) need to be signed by the chairman and the treasurer, legal matters between the chairman and the Association require the consent of all Executive Board members.
Authorizations for legal acts to represent the Association to the outside or to sign on behalf of the Association can only be granted by the chairman.
In case of extraordinary circumstances, the chairman shall be entitled to take measures independently, even in matters falling within the competence of the General Assembly or of the entire Executive Board. Such measures shall, however, require the subsequent approval of the competent organ of the Association.
The chairman presides over the General Assembly and the Executive Board
The secretary shall keep the minutes in a General Assembly or a Executive Board meeting
The treasurer is responsible for the proper financial management.
In case the chairman is not available, he shall be substituted by the vice chairman.

XIV. The Advisory Board

The Advisory Board consists of maximum ten members who shall be appointed by the Executive Board from among the members for a period of three years. Re-elections are possible. If a members leaves the board before the end of the period the Advisory Board of the Association may appoint another electable member of the Association for the remaining period. However, this members needs to be confirmed in the following General Assembly. Chairman and vice-chairman are automatically members of the Advisory Board.
The Advisory Board shall be summoned if necessary, at least, however, once a year. The meeting must be summoned within 14 days, if requested by at least one third of the members of the Advisory Board.
The meeting of the Advisory Board shall be summoned in writing by the chairman, in case the chairman is not available by the vice chairman at least 14 days ahead, stating the agenda.
The meeting of the Advisory Board shall be presided over the chairman. The Advisory Board has a quorum if at least one third of the members are present.
The Advisory Board is the advisory organ of the Association. Its task is mainly to consult the Executive Board in connection with all measures that might improve and enhance the activity and work of the Association.
The Advisory Board also supports the Executive Board in all organizational issues. The Advisory Board is obliged to co-operate with the Executive Board in all matters to pursue the purpose of the Association.

XVI. The Auditor

The General Assembly shall elect two Auditors for a period of four years. Re-elections are possible. The Auditors may not be members of an organ whose activities are the subject to an audit, with the exception of the General Assembly.
The Auditors’ duties are to check the current business and the financial management of the Association for the proper character of accounting and to examine whether the funds are used as given by the Statutes. The Executive Board shall provide the Auditors with all necessary documents and information. The auditors shall report the results of the audit to the Executive Board.
Legal transactions between the Auditors and the Association are subject to approval by the General Assembly.

XVII. Arbitration Board

All disputes arising from the associative relationship shall be settled by the internal Arbitration Board of the Association. The Arbitration Board is an “arbitration tribunal” according to the Austrian Association Act 2002 and not an arbitration tribunal according to Articles 577 et. seq. of the Austrian Code of Civil Procedure.
The Arbitration Board shall be composed of three regular members of the Association. One party to the dispute shall nominate one member as an arbitrator. The nomination shall be submitted to the Executive Board in written form. Within seven days, the Board shall request the other party to also nominate an arbitrator within 14 days. After informing the Executive Board within seven days, the two appointed arbitrators shall elect a third ordinary member to act as Chairman of the Arbitration Board. If the vote is tied among those elected, a decision shall be reached by drawing lots. The members of the Arbitration Board must not be members of an organ whose function is the subject of the dispute, with the exception of the General Assembly
The Arbitration Board shall render judgment after hearing both parties in the presence of all its members by a simple majority of votes. It shall decide to the best of its knowledge and belief. Its decision shall be final within the Association.

XVIII. Voluntary Liquidation of the Association

The voluntary liquidation of the Association can only be decided by the General Assembly and requires a qualified two-thirds majority of the valid votes.
The General Assembly shall also pass a resolution concerning the assets of the Association, if such assets exist. In particular, the General Assembly shall appoint a liquidator and pass a resolution regarding to whom the assets of the Association remaining shall be transferred after the payment of the debts. The remaining assets shall exclusively be transferred to a non-profit organization pursuing similar aims for the promotion of non-profit purposes.