REGULATIONS OF THE
European Native Seed Producers Association (E.N.S.P.A.)
MISSION STATEMENT
E.N.S.P.A. represents the interests of companies and other organisations producing seeds of native European plants for the re-establishment of healthy, resistant and resilient ecosystems and for landscaping, revegetation and rehabilitation projects. E.N.S.P.A. aims to help to establish a favourable operating environment for its members, to establish common ethical and quality standards, including by creating a forum for discussion on non-competitive issues, and by providing information to assist the members in their business.
§1. NAME, LOCATION AND FIELD OF ACTIVITY
1) The association bears the name European Native Seed Producers Association (E.N.S.P.A.) and has its headquarter in lrdning-Donnersbachtal.
2) Its area of activity covers the whole of Europe. The financial year corresponds to the calendar year
§2. PURPOSE
1) The purpose of the association is to be a central representative body to put the views of producers of native seeds of wild origin to Government departments and agencies at the local, national, and European level.
2) The activities of the Association are not for profit.
3) According to its regulations, the association pursues exclusively and directly non-profit purposes and is, therefore, a non-profit association in the sense of the applicable tax regulations(§§ 34 to 47 of the Federal Fiscal Code - BAO).
§3. ACTIVITIES AND MEANS TO ACHIEVE THE PURPOSE OF THE ASSOCIATION
1) The purpose of the association shall be achieved by the following idealistic means:
- To develop standards of production and ethics in the form of a Code of Conduct
- To be a research and statistical centre, to aggregate and publish statistics, and to provide analysis on native seed production and other relevant market information.
- To be a technical centre providing commentary, guidance and advice on all legal and other regulatory developments of relevance to native seed production.
- To encourage and promote seed quality standards in production and marketing.
- To provide a forum for the exchange of non-competitive information in production.
- To promote the native seed production industry, by supporting the creation of native seed markets in regions or countries with non-existent or underdeveloped markets, and assisting in the development and organisation of the industry in already developed markets.
- To encourage applications for funding of collaborative projects among companies and scientific institutions, for the improvement of the native seed industry capability and sustainability.
2) If this serves the purpose of the association, the association is further entitled
- to participate in (non-profit or not-for-profit) corporations
- to make use of vicarious agents in accordance with§ 40 para. 1 of the Federal Fiscal Code (BAO) or to act as a vicarious agent himself.
- to pass on funds or other assets according to to§ 40a Z 1 BAO to organisations benefiting from donations with an appropriate dedication, provided that at least one matching organisational purpose exists.
- to provide supplies or other services in accordance with § 40a Z .2 BAO at cost price to either nonprofit or charitable organisations, provided that at least one matching purpose exists.
- To make funds available for prizes and scholarships in accordance with§ 40b BAO.
3) The purpose of the association shall be achieved by the following material means:
- membership fees
- the subscription scale for members shall be set by the Executive board.
- associates shall pay an annual subscription fixed by the Executive board.
- donations
- subsidies
- third-party funds from projects
4) The association can, as far as the material means and the purpose of the association allow it, have employees and use third parties at all to fulfil the purpose. Remuneration may also be paid to members of the Association, including Association functionaries, insofar as this is related to activities that go beyond the activities of the Association in the strictest sense; such remuneration must stand up to third-party comparison.
§3.a TYPES OF MEMBERSHIP
1) full membership
Membership of E.N.S.P.A. is open to natural persons, companies and organisations which are considered native seed producers, whose business includes the production and commercialisation of native seeds.
Admission to membership is at the discretion of the Executive board. The Executive Board may also discontinue the membership of any organisation at its discretion.
2) associates
The Executive Board shall, at its discretion, admit as an associate of E.N.S.P.A. any organisation or individual that does not produce native seeds or which is not primarily a native seed producer, but whose involvement is instrumental in pursuing the objectives of E.N.S.P.A. Associates shall be entitled to access statistics and information prepared under the auspices of the Association, and otherwise be entitled to participate in the affairs of the Association as decided by the Executive board. Associate membership may also be discontinued at the discretion of the Executive board. Associate membership may also be granted to new applicants until membership is approved by the Executive board.
3) honorary membership
Honorary members are natural persons who are appointed for this purpose by the general meeting due to special services to the association.
§4. ACQUISITION OF MEMBERSHIP
1) Natural persons, as well as legal entities and partnerships with legal capacity, may become members of the association if they wish to serve the purpose of the association.
2) The executive board makes the final decision on the admission of full and associate members. Admission can be refused without giving reasons.
§5. TERMINATION OF MEMBERSHIP
1) Membership expires by death, in the case of legal entities and partnerships with legal capacity by loss of legal personality, by voluntary resignation or by exclusion.
2) Resignation can be made at any time at the end of the calendar year. The executive board must be notified in writing at least one month in advance. If this is done belatedly, the resignation shall not take effect until the next possible date.
3) The executive board may expel a member if he or she is in arrears with the payment of membership fees, despite two written reminders or payment reminders setting a reasonable grace period. The obligation to pay the membership fees that have become due remains unaffected.
4) The exclusion of a member from the Association may also be ordered by the executive board for gross violation of other membership obligations and for dishonourable behaviour. An appeal against the exclusion may be lodged with the general meeting of members until its decision the membership rights are suspended.
5) The withdrawal of honorary membership can be decided by the general meeting on the basis of a motion by the executive board for the reasons stated in point 4.
§6. RIGHTS AND DUTIES OF MEMBERS
1) The members are entitled to participate in all events of the association and to use the facilities
(homepage, prints etc.) of the association. The right to vote in the general meeting as well as the right to vote and stand for election is only available to ordinary and honorary members.
2) The members are obliged to promote the interests of the association to the best of their ability and to refrain from everything that could be detrimental to the purpose and reputation of the association. They are expected to commit to any Code of Conduct published by E.N.S.P.A., to agree to further the aims and objectives of E.N.S.P.A., do not bring E.N.S.P.A. into disrepute and are encouraged to take an active part in the affairs of E.N.S.P.A.
§7. ORGANS OF THE ASSOCIATION
organs of the association are:
the general meeting, see§§ 8 and 9
the executive board, see§§ 10, 11 and 12
the auditors, see§ 13
the arbitration board, see§ 14
§8. GENERAL MEETING
1) The ordinary general meeting takes place once a year.
2) An extraordinary general meeting must take place within four weeks of a decision by the executive board or the ordinary general meeting or at the written request of at least one-tenth of the members or at the request of the auditors.
3) All members must be invited to both the ordinary and the extraordinary general meetings at least two weeks in advance in writing or by e-mail. The appointment of the general meeting has to be made by stating the agenda.
4) Applications to the general meeting must be submitted to the executive board in writing or byemail at least eight days before the general meeting.
5) Valid resolutions - except for those concerning a request for the convening of an extraordinary general meeting - can only be passed on the agenda.
6) All members are entitled to participate in the general meeting. Only full members are entitled to vote. Each member has one vote. The transfer of the right to vote to another member - by means of a written power of attorney - is permitted.
7) The general meeting is quorate if at least half of all members entitled to vote or their representatives (point 6) are present. If fewer members are present, the General meeting of Members shall take place 30 minutes later with the same agenda; it shall then constitute a minimum number of 10 members present. This circumstance must be pointed out separately in the invitation.
8) Elections (appointments) and resolutions in the General meeting of Members are generally made by a simple majority of votes. Resolutions to change the regulations of the association or to dissolve the association, however, require a qualified majority of two-thirds of the valid votes cast.
9) The president of the general meeting is the president, in case of his absence his deputy. If the deputy is also prevented from attending, the secretary shall chair the meeting.
§ 9 TASKS OF THE GENERAL MEETING
In principle, the following tasks are reserved for the general meeting:
1) Electron (appointment) and dismissal of the members of the executive board and the auditors
2) Adoption of a resolution on any estimate for the next financial year
3) Receipt and approval of the reports of the executive board and the auditors; in particular the statement of income and expenditure including the balance sheet(§ 11 point 1)
4) Discharge of the executive board and the auditors
5) Determination of the amount of any admission fees and membership fees for ordinary and extraordinary members
6) Resolution on amendments to the regulations and the voluntary dissolution of the association
7) Discussion and resolution of the other items on the agenda
§ l0 EXECUTIVE BOARD
1) The executive board consists of
President
Deputy President
Treasurer
Secretary
Five members are elected by the members on a national basis, each member serving for a three-year term.
The Executive Board may make bye-laws governing the conduct of elections including provision to phase retirements
2) The executive board, which is elected by the general meeting, has the right to co-opt another eligible member in place of an elected member in the event of the resignation of the latter, for which purpose subsequent approval must be obtained at the next general meeting. If the executive board fails at all or for an unforeseeable long time without self-addition through co-optation, each auditor is obliged to call an extraordinary general meeting immediately for the purpose of electing a new executive board. Should the auditors also be incapable of acting or not exist, every ordinary member who recognises the emergency situation must immediately apply to the competent court for the appointment of a curator, who must immediately convene an extraordinary general meeting.
3) The term of office of the executive board is three years. Re-election is possible.
4) The executive board is convened in writing or orally by the president or, in his absence, by his deputy. If the deputy is also prevented from attending at all or for an unforeseeable period of time, the secretary or any other member of the executive board must convene the meeting.
5) The executive board has a quorum if all members have been invited and at least half of them are present.
6) The executive board takes its decisions by a simple majority of votes; in the event of a tie, the president has the casting vote (see point 7).
7) The president shall chair the meeting, or if he is prevented from doing so, his deputy. If the deputy is also prevented from attending, the presidentship shall be held by the secretary or the member of the executive board that the majority of the other members of the executive board designate as president.
8) In addition to death or expiry of the term of office (point 3), the function of a member of the executive board also expires by resignation (point 9) or dismissal (point 10).
9) The members of the executive board may resign in writing at any time. The resignation must be addressed to the executive board or, in the case of resignation of the entire executive board, to the general meeting.
10) The general meeting may dismiss the entire executive board or individual members at any time. The dismissal takes effect with the appointment of the new executive board or member of the executive board.
§ 11 TASKS OF THE EXECUTIVE BOARD
The managing body is responsible for the management of the association. It is responsible for all tasks that are not assigned to another body of the association by the regulations. In principle, the following matters fall within its sphere of activity:
1) Management of the Association's assets: in particular, the executive board shall ensure that the financial situation of the Association is timely and sufficiently transparent. It must set up an accounting system that meets the requirements of the Association. It must also ensure the ongoing recording of income and expenditure. At the end of the financial year, the executive board must prepare a statement of income and expenditure including a balance sheet within five months. The accounting year need not coincide with the calendar year, but it may not exceed twelve months.
2) Preparation of the general meeting
3) Convening of ordinary and extraordinary general meetings
4) Admission and exclusion of full and associate members of the Association and maintenance of the membership list
5) Establishment and termination of employment relationships
6) The Executive Committee may establish and maintain sub-committees and project groups and may delegate matters to them.
7) The Executive Committee may appoint technical panels to advise and assist it.
8) The Executive Committee may delegate any of their powers
§ 12 SPECIAL DUTIES OF INDIVIDUAL MEMBERS OF THE EXECUTIVE BOARD
1) The president conducts the current business of the association.
2) The president and the deputy president represent the association externally and can delegate duties to the secretary and the treasurer.
3) The president chairs the general meeting. In the event of imminent danger, he is entitled to independently issue orders on his own responsibility, even in matters that fall within the scope of the General Meeting of Members. However, these require the subsequent approval of the responsible organ of the association.
4) The secretary is responsible for keeping the minutes of the general meetings and of the meetings of the executive board and share this information with all members.
5) The treasurer is responsible for the proper financial management of the association.
6) In the event of being prevented from attending, the president, the managing director, the secretary and the treasurer shall be replaced by their respective deputies.
§ 13 AUDITOR
1) The least two auditors shall be elected by the general meeting for a period of three years. The re-election of the auditors is possible. They may not belong to an organ - with the exception of the General Meeting of Members -whose activities are subject to their supervision.
2) The auditors' report must confirm the correctness of the accounts and the use of the funds in accordance with the regulations, or show any deficiencies in the financial management or risks to the existence of the Association. Special attention must be paid to unusual income or expenditure, especially to self-dealing. The auditors must report to the executive board and the general meeting.
3) Otherwise, the provisions of§ 10 points 8, 9 and 10 apply analogously to the auditors.
§ 14 ARBITRATION BOARD
1) All disputes arising from the association relationship shall be settled by the association's internal arbitration board.
2) The arbitration board consists of three full members of the association. It shall be formed in such a way that each party to the dispute shall nominate one member to act as arbitrator within 14 days. These two members elect a further member of the association as president of the arbitration board. If no agreement is reached, the decision will be made by drawing lots from among the nominees. The members of the arbitration board may not belong to any body-with the exception of the general meeting - whose activity is the subject of the dispute.
3) The arbitration board makes its decisions in the presence of its members with a simple majority of votes. It decides to the best of its knowledge and belief. The decisions are final within the association.
4) Unless the proceedings before the Arbitration Board are terminated earlier, legal action is available for disputes after six months from the date of referral to the Arbitration Board. Recourse to the ordinary court can only be excluded to the extent that an arbitration court is established in accordance with§§ 577 ZPO.
§ 15 VOLUNTARY DISSOLUTION OF THE ASSOCIATION
1) The voluntary dissolution of the Association can only be decided in a General Meeting and only with a two-thirds majority of the valid votes cast.
2) The general meeting has to decide on the liquidation of the association - provided that the association's assets are available. In particular, it must appoint a liquidator and decide to whom the liquidator must transfer the remaining assets of the association after covering the liabilities.
3) The last Executive Board of the Association must notify the competent Association authority in writing of the voluntary dissolution within four weeks of the adoption of the resolution.
§ 16 USE OF THE ASSOCIATION'S ASSETS IN THE EVENT OF RESIGNATION OF MEMBERS, DISSOLUTION OF THE ASSOCIATION OR CESSATION OF THE BENEFICIARY FOR THE PURPOSE
1) In the event of dissolution of the Association or in the event that the previous beneficiary purpose of the Association ceases to exist, the assets of the Association remaining after the liabilities have been covered shall be used for charitable, benevolent or ecclesiastical purposes within the meaning of§§ 34 ff of the Federal Fiscal Code (BAO).
2) As far as possible and permitted, it shall fall to institutions that pursue the same or similar purposes as this association.