GAIA Society for Self-Sufficiency DE EN

Statutes of the Society for Self-Sufficiency

Society for Self-Sufficiency (GAIA) • Statutes

This English translation is provided for information. Only the German version is legally binding.

Designation

Gesellschaft für Autarke Energie, technische Innovationen und Altruismus English: (Global Association for Independent Energy & Altruism), GAIA for short

§ 1 Name and registered office

  1. The association bears the name: “Gesellschaft für autarke Energie, technische Innovationen & Altruismus”, GAIA for short. In English: “Global Association for independent Energy & Altruism”
  2. The association has its registered office in Vienna and extends its activities to the entire federal territory and, in future, to all countries.
  3. The establishment of branch associations and distribution companies or participation in companies is intended.
  4. The board is entitled to set up sections in order to achieve the association’s objectives more efficiently.

§ 2 Purpose

The association represents the interests of people who are convinced that only working together can make a more independent, more peaceful and more harmonious survival of humanity in harmony with Mother Earth possible in the long term. This altruistic awareness makes it possible to support inventions and the development of independent, decentralised technologies and systems, which the association establishes in society. This altruistic awareness is put into practice by not withholding suitable technologies and knowledge, but making them available to all members of the association and, once ready for series production, to society as well. The acquisition of products available from the association’s work is made possible, with particular care taken to keep acquisition costs low and to ensure that affiliated distribution companies and partner companies also offer GAIA products according to correct and ethically justifiable principles. The association, whose activity is not profit-oriented, fulfils its purpose through various funding objectives, set out below:

  • 1st funding objective: Supporting selected inventors and developers of independent, decentralised energy systems in their development work. Their qualification is examined and confirmed by a committee before support is granted.
  • 2nd funding objective: Further development of prototypes until they are ready for series production within the association’s structure, as well as finding external technologies and products that are ready or nearly ready for series production and bringing them into the association in order to make these technologies and products available for use.
  • 3rd funding objective: Supporting cooperations, companies and networks that have rendered outstanding services in making environmentally friendly, independent and decentralised energy systems usable and that are suited, in line with the association’s purpose, to introducing into society the products ready for series production that are made available by the association or by companies that have emerged from or are affiliated with the association.
  • 4th funding objective: Raising public awareness of the possibilities and the necessity of using new, alternative energy systems through publications and lectures, as well as researching and organising information, practices and products suited to maintaining and promoting the health of humans, animals and plants in their natural order, and examining and spreading useful knowledge on all topics of natural ways of life.
  • 5th funding objective: Creating exemplary habitats for humans and animals while protecting the environment, as spaces of communication and learning for society. These places serve to develop, collect, examine, test and publish information with concrete instructions for protecting the environment and nature, as examples of the efficient and sustainable use of natural resources, and as places of encounter, natural regeneration and joint research.

§ 3 Means of achieving the association’s purpose

  1. The association’s purpose is to be achieved by non-material and material means.
  2. Non-material means include in particular:
    • Issuing publications
    • Information events
    • Participation in third-party events
    • Recruiting members and partners for the association
    • Marketing activities of licence partners
    • Training courses and seminars
    • Research and development of innovative products and technologies
    • Carrying out projects for testing and presentation purposes
    • Creating habitats (living, research, training, health and working spaces)
    • in line with the association’s purpose
    • Supporting companies, or participating in companies, that are active in introducing to markets the technologies and products resulting from the work of the GAIA association.
  3. Material means:
    • Supporting contributions of ordinary and extraordinary members
    • Licence fees from production and distribution partners
    • Shares of turnover from licence partners
    • Income from the sale of products
    • Income from shares in companies
    • Income from shares in external companies
    • Income from events, workshops and seminars
    • Subsidies from public bodies, institutions and corporations
    • Sponsorship, donations and other voluntary contributions
    • Income from crowdfunding and/or other earmarked project support
  4. Income generated by the association’s activities and otherwise serves exclusively to fulfil the association’s purpose. Payments and allocations from these funds to members of the association are prohibited, unless they are matched by a corresponding consideration or the members are operationally employed by the association as employees or contractors.

§ 4 Members

  1. The members of the association consist of ordinary, extraordinary and honorary members.
  2. Ordinary members participate fully in the work of the association and share in all rights and obligations of the association.
  3. Extraordinary members (called “supporting members” in all publications) are natural and legal persons as well as partnerships with legal capacity that intend to support the activities of the association or make use of the association’s services, but do not share in all rights and obligations. In particular, they have no voting rights in the bodies of the association.
  4. Honorary members are persons who have rendered outstanding services to the association and its purpose and are appointed as such. They too have no voting rights in the bodies of the association, but are likewise entitled to make use of the association’s services.

§ 5 Acquisition of membership

  1. All natural and legal persons as well as partnerships with legal capacity can become members of the association.
  2. The board decides on the admission of ordinary members. Admission may be refused without giving reasons.
  3. The board decides finally on the admission of extraordinary members and here too may refuse admission without giving reasons.
  4. Honorary members may be appointed by the general meeting at the request of the board.

§ 6 Termination of membership

  1. Membership ends:
    • on death, for natural persons
    • on loss of legal personality, for legal persons and persons with legal capacity and partnerships with legal capacity
    • by voluntary withdrawal
    • by exclusion
  2. Voluntary withdrawal from the association is possible at any time. It must be notified to the association in writing, electronically or by post, or takes place automatically when supporting contributions are stopped. Members who voluntarily withdraw before the end of their membership have no right to a refund of contributions already paid. In the interests of data protection, personal data of members who have withdrawn is deleted from all of the association’s online platforms once the termination has been recorded, and is retained only in the association’s administration for documentation purposes required by law. The association is free to leave knowledge provided by members who have withdrawn on the association’s online platforms and to continue to use it in line with the association’s purpose, or to delete it when the member withdraws.
  3. A member may be excluded from the association by the board:
    • for culpable acts directed against the interests of the association,
    • for gross violation of membership obligations,
    • for conduct damaging the association’s public reputation, which includes in particular unsettling other members or spreading rumours in the event of differences of opinion through media accessible to them, such as the internet, telephone or personal contacts. In addition to excluding the member, the association reserves the right to pursue criminal consequences where the elements of an offence are present.
    • for arrears of their supporting contribution of more than three months despite a reminder.
  4. On the grounds for exclusion listed, the general meeting may also revoke honorary membership at the request of the board.
  5. The member is notified of the exclusion or revocation in writing. Ordinary members may appeal against the exclusion or revocation to the arbitration board within 14 days of receiving the notification. The arbitration board must decide finally on the appeal within the association within three months. Membership rights are suspended for the duration of the appeal proceedings.
  6. Excluded members have no right to a refund of membership fees or to any share of the association’s assets.

§ 7 Supporting contributions

The amount of the supporting contributions or, where the amount can be chosen freely, the conditions required for membership are set by the general meeting. Freely chosen supporting contributions must at least cover the administrative cost of one member. The association’s year begins on 1 January and ends on 31 December of each calendar year.

§ 8 Rights of members

  1. All members are entitled to take part in all officially announced activities of the association and to make use of the association’s services for the section to which the member is assigned.
  2. Voting rights in the general meeting and the right to vote and stand for election are reserved for ordinary members.
  3. Every member is entitled to request a copy of the statutes from the board.
  4. After an ordinary general meeting, the board must inform the ordinary members about the activities and financial conduct of the association.
  5. After an ordinary general meeting, the board must inform the ordinary members about the audited annual accounts, involving the auditors.
  6. Supporting members (extraordinary members) and the public do not receive internal information of the association automatically, but only on request at the discretion of the board, to an extent that does not endanger the reputation and business capacity of the association. This serves to protect the association from attacks and defamation by opposing parties.

§ 9 Obligations of members

  1. Members must always safeguard and promote the interests of the association to the best of their ability, pay the agreed membership fees on time and comply with the statutes of the association and the resolutions of its bodies.
  2. Members are obliged to refrain from anything that could damage the reputation and purpose of the association. In large associations in particular, this includes the usual criticism arising from differences in the views of different groups of members on the purpose, aim and meaningfulness of the association’s activities. These differences should always be resolved by consensus exclusively with the members directly responsible and, even in the case of personally irreconcilable views, should not become the subject of public discussion, as this slows down the actual work of the association, impairs the relationship of trust between members and hinders the growth of the association.

§ 10 Sections

  1. Members are assigned to sections on the basis of their relationship with the association, their activity in the association and the association’s services they can make use of. Should specific provisions for the individual sections of the association be or become necessary, these are to be set out in the association’s rules of procedure.

  2. The members of the association are divided into 5 sections:

    • Section 1: Supporting members All members who support the association’s purpose by paying a membership fee and other contributions, who wish to obtain developments and products of the association on association terms, and who wish to be informed first-hand about new innovative developments on the association’s topics. In principle, all members of the association, including those of other sections, belong to section 1.
    • Section 2: Ordinary members Ordinary members are the founding members of the association and those admitted to the association by the board as ordinary members on the basis of their services to the development of the association.
    • Section 3: Partner organisations Companies, corporations and organisations that, as members of the association, complete developments to market maturity and produce them. These include suppliers of components, production and assembly companies, test and inspection bodies, designers, and all companies and persons who ensure that the technologies and products developed meet the market’s requirements for functional and operational safety. They may act on behalf of the association, on behalf of distribution companies of GAIA products, or as licensees.
    • Section 4: Marketing and distribution Trading companies that exploit the technologies and products developed by the association or otherwise made accessible to it, in line with the association’s purpose, and make them available to the public. They support the association’s purpose through marketing activities, recruiting new members and their contributions.
    • Section 5: The GAIA team All members who actively participate in the work of the association. These include all bodies of the association and all members engaged in association administration, issuing publications and newsletters, marketing and IT, organising events, communication with developers, licensees, production and distribution partners, supporting members and external contacts, member administration, financial and project management, and representative duties. All members entrusted with operational tasks belong to the GAIA team, regardless of whether they work for the association on a voluntary basis, as self-employed contractors or as employees.

§ 11 Bodies of the association

The bodies of the association are:

  • the general meeting
  • the association board
  • the chairman
  • the managing director
  • the auditors
  • the arbitration board

§ 12 Rules of procedure

The association is entitled to adopt its own rules of procedure for the conduct of the association’s activities and functions, to be resolved at a general meeting.

§ 13 The general meeting

  1. The general meeting is the “members’ meeting” within the meaning of the Austrian Associations Act; the ordinary general meeting takes place at least every 5 years.
  2. At the general meeting, ordinary members that are legal persons or partnerships with legal capacity are represented by natural persons as delegates with voting rights.
  3. An extraordinary general meeting must be held, with a proposed agenda communicated, upon:
    • a resolution of the ordinary general meeting
    • a resolution of the board
    • a written, reasoned request to the board from at least one tenth of all ordinary members
    • the request of the auditors
    • convocation by a court-appointed curator
  4. The auditors may demand that an extraordinary general meeting be convened if they find that the management body persistently and seriously violates its accounting obligations without it being expected that effective remedy will be provided within the association in the foreseeable future. In this case, they may also convene an extraordinary general meeting themselves.
  5. The general meeting must be convened by the board in writing at least one week before the date, stating the agenda.
  6. The general meeting has a quorum if at least half of the ordinary members are present.
  7. All ordinary members and the bodies of the association are entitled to attend the general meeting. At ordinary general meetings held as part of an association event, selected or all extraordinary members may also attend by resolution of the board, if space is available. Only ordinary members have voting rights.
  8. Elections and resolutions – except on amendments to the statutes, voluntary dissolution of the association and changes to the agenda – are adopted by a simple majority of the valid votes cast. In the event of a tie, the motion is deemed not adopted, with abstentions counting as rejection of the motion. Amendments to the statutes and the voluntary dissolution of the association can only be resolved with a majority of 2/3 of the valid votes cast.
  9. The general meeting is chaired by the chairman or, if he is unable to attend, by his deputy.
  10. The following matters are in principle reserved for the general meeting:
    • Resolution on a budget
    • Receipt and approval of the statement of accounts and of the
    • annual accounts, involving the auditors
    • Election and removal of the members of the board and of the auditors
    • Appointment and dismissal of the managing director and the respective deputy
    • Setting remuneration for bodies of the association or other persons commissioned by the association
    • Discharge of the board
    • Setting the amount of the membership fees, or the conditions where the amount is voluntary
    • Adoption or amendment of rules of procedure for the association
    • Amendments to the statutes
    • Voluntary dissolution of the association
    • Admission of ordinary members
    • Conferring and revoking honorary membership
    • Approval of legal transactions between board or association members,
    • the auditors and the association
    • Election of five permanent arbitrators

§ 14 The board

  1. The board is responsible for the management of the association and is its “management body” within the meaning of the Austrian Associations Act.
  2. The board consists of at least two ordinary members. In any case it must include the chairman/chairwoman and the deputy as well as the secretary and the treasurer.
  3. The individual board positions are elected by a simple majority of the valid votes cast in the board.
  4. Membership of the board ends:
    • on death
    • on expiry of the term of office
    • on removal
    • on resignation
  5. Board members may declare their resignation to the board in writing at any time. If the entire board resigns, the resignation must be addressed to the general meeting. The resignation takes effect when it is received by the board or general meeting.
  6. Each board position must be exercised in person.
  7. Detailed provisions on the scheduling and conduct of board meetings and on the activities of the board are governed by separate rules of procedure adopted by the board.
  8. At the request of the auditors, a board meeting must be convened within two weeks at the latest.
  9. The board’s responsibilities include in particular the following activities:
    • Preparing the annual budget as well as the statement of accounts and the
    • annual accounts
    • Setting up accounting appropriate to the requirements of the association, with
    • ongoing recording of income and expenditure and keeping an inventory of assets
    • Drawing up annual financial statements
    • Preparing and convening the general meeting
    • Informing the members of the association about the association’s activities, its financial conduct and the audited annual accounts
    • Managing the association’s assets
    • Selecting, hiring and giving notice to or dismissing employees of the association
    • Admitting extraordinary members
    • Attending and reporting at the general meeting
  10. The term of office is 5 years; re-election is possible.
  11. The board is convened by the chairman or, if he is unable to do so, by his deputy, in writing or orally. If the deputy is also unable to act for an unforeseeably long time, any other board member may convene the board.
  12. The board has a quorum if all its members have been invited and at least half of them are present. If the management body consists of only two members, the presence of both members is required to uphold the “four-eyes principle”.
  13. The board adopts its resolutions by a simple majority of votes; in the event of a tie, the chair has the casting vote. If the management body consists of only two members, unanimity is required for resolutions.

§ 15 Chairman

  1. The chairman is elected by the general meeting by simple majority from among the board members.
  2. The chairman represents the association externally and chairs the board and the general meeting.
  3. To be valid, written documents of the association require the signature of the chairman together with another board member.
  4. In the event of imminent disadvantage or damage to the association, the chairman is entitled to issue instructions independently and on his own responsibility, even in matters falling within the remit of the general meeting or the board. Internally, these require the subsequent approval of the competent body of the association.

§ 16 The deputy chairman

The deputy chairman represents the chairman when he is unable to act and otherwise supports him in managing the association’s affairs.

§ 17 The treasurer

  1. The treasurer supports the board in financial matters.
  2. The treasurer is responsible for the proper financial conduct of the association.

§ 18 The auditors

  1. Two auditors are elected by the general meeting for a period of 5 years. With the exception of the general meeting, the auditors may not belong to any body of the association.
  2. The auditors are responsible for the ongoing monitoring of business and for examining the financial conduct of the association with regard to the propriety of the accounts and the use of funds in accordance with the statutes. The board must provide the auditors with the necessary documents and information.
  3. Audits are carried out regularly, but at least once a year; the annual audit, which is required in any case, must take place within six months of the annual financial statements being drawn up. The audit report must confirm the propriety of the accounts and the use of funds in accordance with the statutes and must point out any shortcomings in financial conduct or risks to the existence of the association.
  4. The auditors must report the result of the audit to the board and the general meeting.
  5. The auditors may declare their resignation to the board in writing at any time. The resignation takes effect when it is received by the board.

§ 19 Managing director

Without prejudice to the responsibility of the association’s bodies, the general meeting may, as required, appoint one or more managing directors to carry out individual tasks, who are entitled to remuneration to be set by the general meeting.

§ 20 Liability

  1. The association is liable for its obligations with its assets. Officers and members of the association are only personally liable on the basis of statutory provisions or legal obligations they have assumed.
  2. If a body of the association or an auditor, disregarding the care to be expected, violates its statutory obligations or those under the statutes, or lawful resolutions of the competent body of the association, it is liable to the association for the resulting damage in accordance with the provisions of civil law.
  3. Officers may in particular become liable for damages if they
    • use the association’s assets for purposes other than intended
    • undertake projects of the association without sufficient financial security
    • disregard their obligations regarding finance and accounting
    • act in a way that triggers liability of the association for damages towards members or third parties
  4. There is no liability for damages if the act is based on a lawful, proper resolution of the competent body of the association that was not obtained by deception.

§ 21 Arbitration board

  1. An internal arbitration board of the association is to be appointed to settle all disputes arising from the association relationship; it is thus a “dispute settlement body” within the meaning of the Austrian Associations Act.
  2. The arbitration board decides finally and adopts its resolutions by majority vote.
  3. Each of the parties to the dispute chooses one of the five permanent arbitrators, who agree on a further one from among the elected arbitrators as chair. If no agreement is reached, lots are drawn. The arbitrators’ expenses for the meeting of the arbitration board, based on a “schedule of expense reimbursement for individual services” issued by the association, are borne by the party convening the arbitration board, unless otherwise agreed between the parties and the members of the arbitration board.
  4. Unless the proceedings before the arbitration board have ended earlier, recourse to the ordinary courts is only open after six months have elapsed from the time the arbitration board was called upon.

§ 22 Dissolution

  1. The dissolution of the association can only be resolved by a general meeting convened for this purpose with a two-thirds majority of the valid votes cast.
  2. The general meeting must also decide on the liquidation of any assets of the association. In particular, it must appoint a liquidator and decide to whom the liquidator is to transfer the assets of the association remaining after covering the liabilities.
  3. The assets remaining after liquidation should, as far as possible and permitted, go to an organisation pursuing the same or similar purposes as this association, otherwise to charitable purposes within the meaning of the Austrian Federal Fiscal Code.

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