Translation
of the Statutes of the Association
“European
Centre of Tort and Insurance Law“
(“Europäisches
Zentrum für Schadenersatz- und Versicherungsrecht”)
1.
Name and Seat of the Association
1.1.
The name of the Association is “European Centre of
Tort and Insurance Law“. The German translation is “Europäisches
Zentrum für Schadenersatz- und Versicherungsrecht“. The abbreviation
is “ECTIL“.
1.2. The seat of the Association is
Vienna, Austria.
2.
Purposes of the Association
The association
ECTIL, which does not aim at gaining profits or
other economic advantages, nor at carrying on a business, has the
purposes
-
to do legal and comparative legal research in the field
of national, international and common European tort and insurance law
and of the unification of European tort and insurance law;
-
to support research projects in these fields,
especially research conducted by the “European Group on Tort Law“;
-
to enhance cooperation between scholars and research
institutions in the field of tort and insurance law and with
undertakings and corporations interested in such cooperation;
-
to promote young scholars in the field of tort and
insurance law.
3. Activities to Realize
the Purposes of the Association
3.1. These
purposes shall be achieved by means of the following activities:
-
carrying out research projects in the field of tort and
insurance law;
-
accepting and awarding academic research contracts in
this field;
-
giving expert opinion, specifically concerning legal
projects in the field of tort and insurance law;
-
organization of specialized events (symposia, colloquia,
workshops, lectures, etc.);
-
editing publications;
-
permanent communication and cooperation with scholars,
research institutions, undertakings and corporations as well as
representatives and organs of the European Communities in the field of
tort and insurance law;
-
establishing and maintaining contact with universities
and other research institutions, business associations and corporations;
-
supporting doctorate theses, habilitations, and other
scientific work in the field of tort and insurance law;
-
supporting the exchange of scholars in this field,
specifically of young scholars;
-
informing about the activities of the Association and
about the development in the laws of the European countries in the field
of tort and insurance;
-
building up and maintaining a library specialized in national, international and common European tort and insurance
law.
3.2. The
financial means necessary to realize the purposes of the Association
shall be obtained through
-
voluntary contributions by members and non-members,
-
donations and bequests from members and non-members,
-
revenues from research contracts, events and publications,
-
public assistance and sponsorship by other institutions.
4.
Members, Fellows
4.1. Members can be natural or legal persons and
corporations.
4.2. The members are ordinary or honorary members or
supporting members.
4.3.
Ordinary members participate at the General Meeting
(Article 7.2.). Honorary members and supporting members do not
participate at the General Meeting.
4.4. Supporting members contribute to the purposes of the
Association by means of financial support. They shall be informed about
the activities of the Association and the results of research projects.
4.5. Scholars who contribute to the realization of specific
projects of the Association can be appointed as “Fellows”.
5.
Obtainment of Membership
5.1.
The admission of members is decided by the Supervisory Board upon
proposal by the Board of Directors.
5.2. Before the establishment of the
Association, members shall be
admitted by the proponents. This membership shall become effective upon
the establishment of the Association.
6.
Termination of Membership
6.1.
Membership is terminated by voluntary renunciation or
by exclusion.Membership of natural persons is also terminated by death,
membership of legal persons also by the loss of legal personality.
6.2. Renunciation can be effected at any
time; it has to be
notified to the Board of Directors by registered letter.
6.3.
-
in case of a serious violation of membership duties or
-
in case of behaviour seriously detrimental to the
interests and the purpose of the Association.
7.
Rights and Duties of Members
7.1.
Members are entitled to make proposals to the organs of
the Association concerning the promotion of the purposes of the
Association.
7.2. Ordinary members are entitled to participate at the
General Meeting of the Association. Every ordinary member has the right
to vote in the General Meeting.
7.3. Members have to
-
-
respect the Statutes and the decisions of the organs of
the Association.
8.
Organs of the Association
The
organs of the Association are
8.1.
the General Meeting,
8.2.
the Board of Directors,
8.3.
the Supervisory Board.
9. The General
Meeting
9.1.
The General Meeting is convoked by the Board of
Directors by written invitation to every ordinary member. The invitation
has to be sent out at least 14 days before the General Meeting. It has
to specify the time and place of the meeting and set out the agenda. A
shorter period of time is permitted on important grounds, specifically
in the case of urgent decisions.
9.2. The ordinary General Meeting is held once a
year, duly
at the seat of the Association.
9.3. An extraordinary General Meeting may be called by the
Executive Director or one of the Executive Vicedirectors at any time.
Upon a resolution by the Board of Directors, a resolution by the
Supervisory Board, or upon written, reasoned request by 5 ordinary
members, a General Meeting is to be called for a date within 8 weeks. In
case the Board of Directors fails to comply with this request within 4
weeks, the said organs and persons themselves are entitled to convoke a
General Meeting. They are also entitled to demand the discussion of a
specific subject-matter in the next General Meeting if this
subject-matter is within the competences of the General Meeting.
9.4. The Chairperson of the Supervisory Board presides over
the General Meeting. In case he or she is unable to hold the chair, the
meeting is presided over by the Vice-Chairperson of the Supervisory
Board, the Executive Director or one of the Executive Vicedirectors.
9.5. The quorum is constituted if at least one third of the
ordinary members are present in person or represented at the set time.
In case the quorum of a General Meeting is not constituted at that time,
a period of 30 minutes shall pass. After this period of time, the quorum
is constituted, even if only one sixth of the ordinary members are
present or represented.
9.6. Legal persons as members are represented by their
statutory organs or other representatives. A member is entitled to
authorize a representative, who identifies himself by presenting a
written authorization or the invitation to the General Meeting.
9.7.
The General Meeting adopts its decisions by simple
majority of valid votes cast, unless these Statutes provide differently.
Every ordinary member present in person or represented has one vote.
9.8. The
decision according to Article 10. lit.f is taken as provided for by
Article 18.1. Decisions according to Articles 10. lit.e are adopted by a
majority of 3/4 of the valid votes cast. Members who belong to the Board
of Directors are excluded from the vote according to Article 10. lit.b.
9.9. The General Meeting is to be recorded in minutes, which
must detail the participants, the subject-matters treated, the decisions
adopted and their validity in accordance with these Statutes. The
minutes are to be signed by the chairperson of the General Meeting.
Every ordinary member receives a copy of the minutes upon demand.
10.
Competences of the General Meeting
The General Meeting decides about
a)
the appointment and removal of the Board of Directors
and of individual members of the Board of Directors;
b)
the formal approval of the Board of Directors;
c)
the election and recall of members of the Supervisory Board;
d)
the exclusion of a member;
e)
a change of these Statutes;
f)
the dissolution of the Association.
11.
The Board of Directors
11.1.
The Board of Directors is constituted by
-
the Executive Director,
-
two Executive Vicedirectors,
-
two further members.
11.2. Eligible as members of the Board of Directors are
members of the Association and organs and employees of members of the
Association.
11.3. The term of office of the Board of Directors ends at
the date of the third ordinary General Meeting following its
appointment. In any case, it does not end before the election of a new
Board of Directors. Reelection of members of the Board of Directors is
possible.
11.4. The Board of Directors is convoked by the Executive
Director or, should this not be possible, one of the Executive
Vicedirectors, duly including the agenda in the invitation.
11.5. The quorum of the Board of Directors is constituted if
all its members have been invited and at least half of them are present
or represented. Decisions can also be adopted by circular letter, unless
a dissenting member demands a meeting to be called.
11.6. The Board of Directors takes its decisions by simple
majority. In cases of equal votes, the vote of the Executive Director is
decisive.
11.7. The Executive Director presides over the
meeting. In
case he or she is unable to hold the chair, the meeting is presided over
by one of the Executive Vicedirectors.
11.8. The term of office of a member of the Board of
Directors ends in the case of death, expiration of the term of office
(Article 11.3.), recall (Article 11.9.), or resignation (Article
11.10.).
11.9. The General Meeting is entitled to recall with
immediate effect the entire Board of Directors or individual members of
the Board of Directors at any time.
11.10. The members of the Board of Directors can submit their
resignation in writing at any time. The resignation is to be addressed
to the Board of Directors, in case of the resignation of the entire
Board of Directors to the General Meeting. The resignation of the entire
Board of Directors becomes valid upon the election of a new Board of
Directors.
12.
Tasks of the Board of Directors and of Individual Members of the Board
of Directors
12.1.
The Board of Directors conducts the current business of the
Association. It executes all matters not assigned to an other organ of
the Association by these Statutes. Its competences include specifically
the following matters:
a)
realization of research projects, organization of
research meetings and other events of the Association, publication of
the results of research projects, and setting up the library;
b)
proposal of the admission of members of the
Association;
c)
proposal of the admission of Advisory Members to the
Supervisory Board (Article 15.) and of Fellows (Article 4.5.);
d)
recruitment and dismissal of employees of the
Association;
e)
preparation and convocation of ordinary and
extraordinary General Meetings;
f)
setting up the outline of activities and the budget for
the following year, as well as a report of activities and a statement of
account for the past year.
12.2. The Executive Director or one of the Executive
Vicedirectors represents the Association in external relations.
12.3. The internal regulation is as follows:
In
case of emergency the Executive Director is entitled to give orders also
in matters resting within the competence of the General Meeting or the
Board of Directors under his own responsibility; these orders must
subsequently be sanctioned by the competent statutory organ of the
Association.
13.
The Supervisory Board
13.1.
The members of the Supervisory Board are elected by the
General Meeting.
13.2.
The Supervisory Board is elected in such a way that
a)
at least 4 representatives of undertakings,
corporations or persons supporting the Association financially, and
b)
the same number of scholars
are
represented in the Supervisory Board.
13.3.
The term of office of the Supervisory Board ends at the
date of the third ordinary General Meeting following its election.
Reelection of members of the Supervisory Board is possible.
13.4. The members of the Supervisory Board elect out of their
scholar members (Article 13.2.lit.b) a Chairperson and one
Vice-Chairperson.
13.5. The General Meeting can vote the removal of the entire
Supervisory Board or of individual members of the Supervisory Board on
important grounds before the term of office has expired by a majority of
3/4 of the valid votes cast.
13.6.
Members of the Supervisory Board can resign from office
in written form at any time. The resignation is to be addressed to the
Board of Directors, which informs the General Meeting. The resignation
becomes effective 4 weeks after its receipt at the Board of Directors,
unless the General Meeting accepts the resignation earlier.
13.7. A meeting of the Supervisory Board is held at least
once a year, duly at the seat of the Association. Upon a written request
from the Board of Directors or from half of the members of the
Supervisory Board, a meeting has to be called without delay.
13.8. The Chairperson of the Supervisory Board, or, should
this not be possible, the Vice-Chairperson or the Executive Director
convokes the meeting by written invitation. The invitation is to be sent
out at least 14 days before the date of the meeting. A shorter period of
time is permitted on important grounds.
13.9. The Chairperson of the Supervisory Board presides over
the meeting of the Supervisory Board. In case he or she is unable to be
present the Vice-Chairperson will hold the chair.
13.10.
The quorum is constituted if all the members of the Supervisory
Board have been invited according to these Statutes and at least half of
them, among them at least one member according to Article 13.2.lit.a and
one member according to Article 13.2.lit.b are present. Members of the
Supervisory Board are entitled to authorize a representative. Decisions
can also be taken by circular letter, unless a dissenting member of the
Supervisory Board demands a meeting to be called.
13.11.
The Supervisory Board adopts its decisions by a majority of 2/3
of the valid votes cast.
13.12.
Every meeting of the Supervisory Board is to be recorded in
minutes, which must detail the participants, the subject-matters
treated, the decisions adopted and their validity in accordance with
these Statutes. The minutes are to be signed by the Chairperson. Every
member of the Supervisory Board receives a copy of the minutes, even if
he or she was not present at the meeting.
14.
Tasks of the Supervisory Board
The
tasks of the Supervisory Board are:
a)
Deciding about research projects, setting the
time-schedule for their realization, finances of the Association and
other decisions in fundamental questions concerning the activities of
the Association.
b)
Sanctioning the outline of activities and the budget
for the following year, and the report of activities and the account of
the past year.
c)
Admission of ordinary, honorable and supporting members
of the Association;
d)
Appointment of further Advisory Members (Article 15.)
and of Fellows (Art 4.5.);
e)
Advising the Board of Directors and proposing and
preparing decisions of the General Meeting;
f)
Supporting the purposes of the Association and of the
activities to realize these purposes (Article 2.).
15.
Advisory Members
15.1.
The Supervisory Board may appoint, upon proposal by the
Board of Directors, further scholar members who are called “Advisory
Members“.
15.2. The Advisory Members are to advise the Supervisory
Board concerning its tasks (Article 14.).
15.3. Advisory Members are to be invited to the meetings of
the Supervisory Board by the same procedure as are members of the
Supervisory Board.
16.
Auditor
16.1.
The representatives in the Supervisory Board of
undertakings, corporations or persons supporting the Association
financially (Article 13.2.lit.a) are entitled to appoint and to recall
an Auditor to control the financial conduct of the Association.
17. Resolution of Disputes
Arising from these Statutes
17.1.
Notwithstanding Article 10., disputes arising from
these Statutes are to be settled by an Arbitral Tribunal.
17.2. The Arbitral Tribunal is composed of three persons.
Every litigating party nominates one person to the chairperson of the
Supervisory Board within four weeks; upon notification by the
chairperson of the Supervisory Board within 7 days, the persons
nominated as arbitrators designate a third person as chairperson of the
Arbitral Tribunal. If no agreement is reached about the chairperson of
the Arbitral Tribunal within four weeks, the decision between the
chairpersons nominated by each of the arbitrators is taken by casting
lots.
17.3. The Arbitral Tribunal takes its decision with all three
members present by simple majority. The Arbitral Tribunal decides in
good faith. Its decisions are final within the Association.
18.
Dissolution of the Association
18.1.
The resolution about the voluntary dissolution of the
Association (Article 10. lit.f) has to be specifically put on the agenda
in the invitation. For the valid adoption of this resolution it is
necessary that at least half of the ordinary members of the Association
are present or represented in the General Meeting; the resolution is
adopted by 3/4 of the valid votes cast.
18.2. Concurrent with the resolution about the voluntary
dissolution of the Association ECTIL, the utilization of the property of
the Association is to be decided.
18.3. In the case of dissolution of the Association, or in
case the Association renounces its non-profit (“gemeinnützig”)
purpose, the property of the Association may be transferred only to an
institution, regardless of its legal form, qualified as a non-profit
organization (“gemeinnützig“) in the sense of §§ 34 et seq.
(Austrian) BAO with the charge that it is to be used for the same or
similar purposes as are provided in these Statutes.
18.4. The dissolution of the Association is to be notified
within 4 weeks in writing to the competent Austrian authority
(“Vereinsbehörde”) and is to be published in the “Amtsblatt der
Wiener Zeitung”.
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