Articles of association

§ 1: Name, registered office and area of activity

The association is called "Non-profit cultural and aid organization La Grande, the House of the Lord for abandoned widows and orphans." For short, FLG, FOGRA, Fondation La Grande
It is based in Vienna and its activities extend throughout Austria and the world, particularly in the Democratic Republic of Congo.
The establishment of branch associations is intended.

§ 2: Purpose

The association, whose activities are not directed towards profit, exclusively and directly pursues charitable purposes within the meaning of §§ 34 ff BAO (Federal Fiscal Code), namely the promotion, preservation, promotion, and dissemination of the arts and sciences, microculture and macroculture of African countries, to enrich cultural life, promote communication, promote cultural affirmation, promote integration, break down prejudices, build sustainable coexistence with local people, and provide assistance to needy people from developing countries (third countries). Furthermore, the association aims to provide psychological, physical, material, and immaterial support to widows, street children, and orphans, particularly in developing countries (third countries) and people from developing countries, in the areas of housing, education, physical, mental, and spiritual health, upbringing, popular education, local history and heritage care, and child, youth, and family welfare. This includes the creation/construction/opening of training centers, educational centers, health centers, cultural centers, and spiritual centers worldwide.

§ 3: Means to achieve the association’s purpose

The purpose of the association shall be achieved through the ideal and material means listed in paragraphs 2 and 3.
Serve as ideal means

Lectures and meetings, excursions, discussion groups
Publication of (periodical) publications, publication of a newsletter
Establishment of a library
Conducting cultural events: readings, concerts, exhibitions, African theatre performances, storytelling, traditional dance performances and celebrating social festivals in an African style, African dance events, cross-over events, courses
Production of recordings, catalogues and information material about (young) artists
Organization of workshops and seminars
Public relations and documentation
Organization of competitions
Implementation of research projects, studies
Provision of infrastructure (sound and lighting systems)
Publication of (periodical) publications, publication of a newsletter

The necessary material resources will be raised through

Joining fees, membership fees, donations, collections, building block campaigns, legacies, gifts, subsidies and grants, public funding, support from private individuals and companies, other donations, sponsorship, flea markets, proceeds from events and association-owned ventures, sale of association-owned publications, advertising revenue,

§ 4: Types of membership

The members of the association are divided into ordinary, extraordinary and honorary members.
Ordinary members are those who fully participate in the association's work. Associate members are those who support the association's activities primarily by paying a higher membership fee. Honorary members are individuals appointed for their exceptional services to the association.

§ 5: Acquisition of membership

All natural persons, as well as legal entities and partnerships with legal capacity, can become members of the association.
The Board of Directors decides on the admission of full and associate members. Admission may be refused without giving reasons.
Until the association is established, the provisional admission of ordinary and extraordinary members is carried out by the association's founders, or in the case of an already appointed board of directors, by the board itself. This membership only becomes effective upon the association's establishment. If a board of directors is appointed after the association's establishment, the (definitive) admission of ordinary and extraordinary members is also carried out by the association's founders until then.
The appointment of an honorary member is made by the General Assembly upon application of the Board of Directors

§ 6: Termination of membership

Membership expires upon death, in the case of legal entities and partnerships with legal capacity upon loss of legal personality, upon voluntary withdrawal and upon exclusion.
Resignation can only take place on December 31st of each year. The Board of Directors must be notified in writing at least one month in advance. If notification is received late, it will only take effect on the next resignation date. The date of mailing is decisive for timeliness.
The Board of Directors may exclude a member if, despite two written reminders and the granting of a reasonable grace period, the member remains in arrears with the payment of membership fees for more than six months. The obligation to pay the due membership fees remains unaffected.
The Board of Directors may also decide to exclude a member from the association due to gross violation of other member obligations and due to dishonorable conduct.
The General Assembly may decide to revoke honorary membership for the reasons stated in paragraph 4 upon a proposal from the Board of Directors.

§ 7: Rights and obligations of members

Members are entitled to participate in all association events and to use the association's facilities. Voting rights at the general meeting, as well as active and passive voting rights, are reserved only to full and honorary members.
Every member is entitled to request the Board of Directors to provide the statutes.
At least one tenth of the members may request the Board to convene a General Meeting.
At every general meeting, the board must inform members about the association's activities and financial performance. If at least one-tenth of the members request this, stating their reasons, the board must also provide such information to the members concerned within four weeks.
The Board of Directors must inform members of the audited financial statements (financial statements). If this occurs at the General Meeting, the auditors must be involved.
Members are obligated to promote the interests of the association to the best of their ability and to refrain from any action that could undermine the reputation and purpose of the association. They must observe the association's statutes and the resolutions of the association's governing bodies. Ordinary and associate members are obligated to pay the joining fee and membership dues promptly, in the amount approved by the general meeting.

§ 8: Association bodies

The organs of the association are the general assembly (§§ 9 and 10), the board (§§ 11 to 13), the auditors (§ 14) and the arbitration tribunal (§ 15).

§ 9: General Meeting

The General Assembly is the "members' meeting" within the meaning of the Association Act 2002. An ordinary General Assembly takes place every year.
An extraordinary general meeting will take place at

Resolution of the Board of Directors or the ordinary General Meeting,
written request from at least one tenth of the members,
Request of the auditors (Section 21 (5) first sentence of the Association Act),
Resolution of the auditor (Section 21 (5) second sentence of the Association Act, Section 11 (2) third sentence of these statutes),
Decision of a court-appointed curator (Section 11, paragraph 2, last sentence of these statutes) within four weeks.

All members must be invited to both the ordinary and extraordinary general meetings at least two weeks in advance in writing, by fax, or by email (to the fax number or email address provided by the member to the association). The general meeting must be announced and include the agenda. The meeting is convened by the board of directors (paragraphs 1 and 2(a)–c), by the auditor (paragraph 2(d), or by a court-appointed trustee (paragraph 2(e)).
Motions for the General Meeting must be submitted to the Board of Directors in writing, by fax or by email at least three days before the date of the General Meeting.
Valid resolutions – except those concerning a request to convene an extraordinary general meeting – can only be passed on the agenda.
All members are entitled to participate in the General Meeting. Only ordinary and honorary members are entitled to vote. Each member has one vote. Transferring voting rights to another member by written authorization is permitted.
The General Meeting shall have a quorum regardless of the number of persons present.
Elections and resolutions at the General Assembly are generally passed by a simple majority of the valid votes cast. However, resolutions to amend the Association's statutes or to dissolve the Association require a qualified majority of two-thirds of the valid votes cast.
The General Assembly shall be chaired by the Chairman or, in his/her absence, by his/her deputy. If the latter is also unable to attend, the oldest member of the Board present shall chair the meeting.

§ 10: Duties of the General Assembly

The following tasks are reserved for the General Assembly:

Resolution on the budget;
Receipt and approval of the annual report and the financial statements with the involvement of the auditors
Election and removal of members of the Board of Directors and auditors;
Approval of legal transactions between auditors and the association;
Discharge of the Board of Directors
Determination of the amount of the joining fee and membership fees for ordinary and extraordinary members;
Awarding and revocation of honorary membership;
Resolution on changes to the statutes and the voluntary dissolution of the association;
Discussion and decision on other issues on the agenda.

§ 11: Board of Directors

The board consists of six members: the chairman and deputy chairman, the secretary and deputy chairman, and the treasurer and deputy chairman.
The Board of Directors is elected by the General Assembly. If an elected member resigns, the Board of Directors has the right to co-opt another eligible member in their place, subject to subsequent approval at the next General Assembly. If the Board of Directors is unable to serve without co-opting its own members, or if the Board of Directors is unable to serve for an unforeseeably long period, each auditor is obligated to immediately convene an extraordinary General Assembly for the purpose of electing a new Board of Directors. Should the auditors also be unable to act, each ordinary member who recognizes the emergency situation must immediately apply to the competent court for the appointment of a trustee, who must promptly convene an extraordinary General Assembly.
The term of office of the Board of Directors is four years; re-election is possible. Each position on the Board of Directors must be held personally.
The board is convened in writing or verbally by the chairperson or, in their absence, by their deputy. If the deputy is also unavailable for an unforeseeably long period of time, any other board member may convene the board.
The Board has a quorum if all its members have been invited and at least half of them are present.
The Board of Directors takes its decisions by a simple majority; in the event of a tie, the Chairperson has the casting vote.
The meeting is chaired by the chairman or, in his/her absence, by his/her deputy. If the chairman is also unavailable, the chairmanship is held by the oldest board member present or by the board member appointed by a majority of the other board members.
In addition to death and expiry of the term of office (paragraph 3), the function of a member of the Board of Directors ceases through removal (paragraph 9) and resignation (paragraph 10).
The General Meeting may remove the entire Board of Directors or individual members at any time. Removal takes effect upon the appointment of the new Board of Directors or Board member.
Board members may resign in writing at any time. The resignation notice must be addressed to the Board of Directors; in the case of the resignation of the entire Board of Directors, it must be addressed to the General Meeting. The resignation only becomes effective upon the election or co-optation (paragraph 2) of a successor.

§ 12: Duties of the Board of Directors

The Board of Directors is responsible for the management of the association. It is the "governing body" within the meaning of the Association Act 2002. It is responsible for all tasks not assigned to another body by the statutes. Its responsibilities include, in particular, the following matters:

Establishment of an accounting system that meets the association's requirements, with ongoing recording of income/expenditure and maintenance of an asset inventory as a minimum requirement;
Preparation of the annual budget, the annual report and the financial statements;
Preparation and convening of the general meeting in the cases of Section 9 paragraph 1 and paragraph 2 letters a – c of these statutes;
Informing the association’s members about the association’s activities, its management and the audited financial statements;
Management of the association’s assets;
Admission and exclusion of ordinary and extraordinary members of the association;
Hiring and termination of employees of the association.

§ 13: Special duties of individual board members

The chairman/chairwoman manages the day-to-day business of the association. The secretary supports the chairman/chairwoman in managing the association's business.
The chairperson represents the association externally. Written documents issued by the association require the signatures of the chairperson and the secretary to be valid; financial matters (disposition of assets) require the signatures of the chairperson and the treasurer. Legal transactions between board members and the association require the approval of another board member.
Legal authorizations to represent the association externally or to sign on its behalf may only be granted by the members of the Board of Directors named in paragraph 2.
In case of imminent danger, the chairman is authorized to make decisions independently and under his/her own responsibility, even in matters falling within the scope of the General Assembly or the Board of Directors; internally, however, these decisions require subsequent approval by the relevant association body.
The chairman presides over the general assembly and the board.
The secretary takes the minutes of the general meeting and the board of directors.
The treasurer is responsible for the proper financial management of the association.
In the event of the chairman, secretary or treasurer being unable to attend, their deputies shall take their place.

§ 14: Auditors

Two auditors are elected by the General Meeting for a term of two years. Re-election is possible. The auditors may not belong to any body – with the exception of the General Meeting – whose activities are subject to audit.
The auditors are responsible for the ongoing business control and the audit of the association's financial management with regard to the proper accounting and the use of funds in accordance with the statutes. The board of directors must submit the necessary documents and provide the necessary information to the auditors. The auditors must report the results of their audit to the board of directors.
Legal transactions between auditors and the association require approval by the general meeting. Furthermore, the provisions of Section 11, paragraphs 8 to 10 apply mutatis mutandis to the auditors.

§ 15: Arbitration Court

The association's internal arbitration tribunal is responsible for resolving all disputes arising from the association's relationship. It is a "conciliation body" within the meaning of the Association Act 2002 and not an arbitration tribunal under Sections 577 et seq. of the Code of Civil Procedure (ZPO).
The arbitration tribunal is composed of three regular members of the association. It is formed by one party to the dispute nominating a member to serve as arbitrator in writing to the board. Upon request by the board within seven days, the other party nominates a member of the arbitration tribunal within 14 days. After notification by the board within seven days, the nominated arbitrators elect a third regular member to serve as chairperson of the arbitration tribunal within a further 14 days. In the event of a tie, the members of the arbitration tribunal are chosen by lot. The members of the arbitration tribunal may not belong to any body – with the exception of the general assembly – whose activities are the subject of the dispute.
The arbitration tribunal makes its decision by a simple majority, after granting both parties a hearing and in the presence of all its members. It decides to the best of its knowledge and belief. Its decisions are final within the association.

§ 16: Voluntary dissolution of the association

The voluntary dissolution of the association can only be decided at a general meeting and only with a two-thirds majority of the valid votes cast.
This general meeting must also decide on the liquidation of the association, if any assets exist. In particular, it must appoint a liquidator and decide to whom the liquidator should transfer the remaining assets of the association after liabilities have been covered. These assets should, to the extent possible and permitted, be transferred to an organization that pursues the same or similar purposes as this association; otherwise, they should be transferred to social welfare purposes.