Statutes of the club Tredu Club

§ 1 Name, registered office and area of activity

(1) The association bears the name “Tredu Club – Verein für regenerative Unternehmens- und Lebensführung”.

(2) It shall have its seat in Vienna and shall extend its activities to countries recognized by the United Nations Organization.

(3) The establishment of branch associations is not intended.

§ 2 Purpose

The association, whose activities are not profit-oriented, is committed to a regenerative business and lifestyle for its members. The Sustainable Development Goals form an essential basis for this. Through offers and activities in the areas of education and training, sport, preservation and transmission of cultural heritage, ecological sustainability, regenerative entrepreneurship, social inclusion and the elimination of discrimination and racism, the aim is to create sustainable and holistic approaches to corporate management and lifestyle and to get members actively involved. We actively promote the networking of our members.

A conscious effort is made to collaborate and cooperate with similar organizations in Austria and around the world.

This activity is charitable within the meaning of §34 BAO.

§ 3 Means for achieving the purpose of the association

(1) The purpose of the Association shall be achieved through the activities described in para. 2 and 3 above.

(2) Lectures, meetings, gatherings for the cultivation of a regenerative lifestyle, the establishment of a corresponding specialist library, the collection of film and photo reports, the holding of and participation in events and trips, the promotion of further training for members of the association, support for charitable events and events to achieve the UN Sustainable Development Goals, the publication of information and newsletters serve as non-material means.

(3) The material resources shall be raised by

(4) Admission fees and membership fees, national and supranational as well as private funding, sponsoring, donations, bequests and other contributions, subsidies, holding theoretical and practical lessons in regenerative lifestyles, events, sporting and cultural events, events within and beyond the scope of the association (honors), interest income from investments.

(5) The financial year corresponds to the calendar year

§ 4 Discriminatory violence

The Tredu Club condemns all forms of violence, regardless of whether it is of a physical, sexualized or psychological nature. Its members undertake to respect the dignity of all, regardless of age, gender, sexual orientation, social, ethical and cultural background, religion, political conviction or economic status, and to behave accordingly and strive to act in an educationally responsible manner, thus counteracting negative developments by acting as role models.

§ 5 Types of membership

(1) The members of the Association are divided into ordinary, associate and honorary members.

(2) Full members are those who participate fully in the work of the Association. Extraordinary members are those who participate in the association’s activities to an individually agreed extent. Honorary members are those who are appointed for special services to the association.

§ 6 Membership

(1) All physical persons and legal entities may be members of the Association.

(2) The Executive Board shall decide on the admission of ordinary and extraordinary members. Admission can be refused without giving reasons. The term of membership of extraordinary members is to be determined individually by resolution of the Board of Directors, but for a maximum period of one year.

(3) Appointment as an honorary member is made by the General Assembly at the request of the Board of Directors.

(4) Before the association is constituted, members shall be provisionally admitted by the founders of the association. This membership only becomes effective when the association is constituted

§ 7 Termination of membership

(1) Membership shall expire upon death (in the case of legal entities, upon loss of legal personality), voluntary resignation, expulsion and, in the case of extraordinary members, upon expiry of the agreed term of membership.

(2) Resignation can only take place at the end of each calendar year (December 31). The Board of Directors must be notified in writing at least two months in advance. If the notification is late, it shall not take effect until the next date of resignation. The date of posting shall be decisive for timeliness.

(3) The Executive Board may exclude a member if the member is in arrears with the payment of membership fees for more than six months despite two reminders and the setting of a reasonable grace period. The obligation to pay the membership fees that have fallen due remains unaffected by this.

(4) The exclusion of a member from the association can also be ordered by the Executive Board for gross violation of other membership obligations and for dishonorable conduct.

(5) Honorary membership may be revoked for the reasons set out in para. 4 may be decided by the General Meeting at the request of the Board of Directors.

§ 8 Rights and duties

(1) Members are entitled to participate in all events organized by the Association and to make use of the Association’s facilities. Only ordinary members are entitled to vote at the General Meeting and to stand for election.

(2) Members are obliged to promote the interests of the Association to the best of their ability and to refrain from doing anything that could damage the reputation and purpose of the Association. They must observe the articles of association and the resolutions of the association’s bodies. Members are obliged to pay the joining fee and membership fees punctually in the amount decided by the General Meeting.

(3) Every member is entitled to request that the Board of Directors hand over the Articles of Association.

(4) At least one tenth of the members may request the Board of Directors to convene a General Meeting.

(5) The members shall be informed by the Board of Directors about the activities and financial management of the Association at each General Meeting. If at least one tenth of the members request this, stating the reasons, the Executive Board must also provide the members concerned with such information within four weeks.

(6) The members shall be informed by the Board of Directors about the audited financial statements (accounting). If this is done at the General Meeting, the auditors must be involved.

(7) All members and officials are committed to the Sustainable Development Goals and values enshrined by the United Nations Organization.

§ 9 Bodies of the Association

(1) The bodies of the Association are the General Assembly, the Board of Directors, the auditors, the arbitration board

§ 10 General Meeting

(1) The General Meeting is the “General Meeting” within the meaning of the VereinsG 2002. An ordinary General Meeting is held every two years.

(2) An Extraordinary General Meeting shall be held at

a. Resolution of the Board of Directors or the Ordinary General Meeting,

b. a written, reasoned request from at least one tenth of the members,

c. Request of the auditors (§21 para. 5 VereinsG),

d. Resolution of the auditor (§21 para. 5 VereinsG, §10 para. 2 third sentence of these Articles of Association),

e. Resolution of a court-appointed curator (§10 para. 2 last sentence of these Articles of Association)

within four weeks.

(3) All members must be invited in writing to both ordinary and extraordinary General Meetings at least two weeks before the date of the meeting. The General Meeting must be convened, stating the agenda. The meeting is convened by the Executive Board.

(4) Agenda items for the General Meeting must be submitted to the President of the Association in writing by e-mail at least three days before the date of the General Meeting.

(5) Valid resolutions – with the exception of those on a motion to convene an Extraordinary General Meeting – can only be passed on the agenda.

(6) All members are entitled to participate in the General Meeting. Only ordinary members are entitled to vote. Each ordinary member has one vote. The transfer of voting rights to another member by written proxy is permitted.

(7) The General Meeting is quorate if half of all members entitled to vote or their representatives are present. If the General Meeting does not have a quorum at the appointed time, the General Meeting shall be held 30 minutes later with the same agenda and shall have a quorum regardless of the number of persons present.

(8) Elections and resolutions at the General Meeting are generally passed by a simple majority of the valid votes cast. However, resolutions to amend the Articles of Association of the Association or to dissolve the Association require a qualified majority of two thirds of the valid votes cast.

(9) The General Meeting shall be chaired by the President or, in her absence, by the Secretary. If the latter is also unable to attend, the Treasurer.

§ 11 Tasks

The following tasks are reserved for the General Meeting:

a. Acceptance and approval of the annual report and the financial statements;

b. Resolution on the budget;

c. Election, appointment and dismissal of the members of the Executive Board and the auditors;

d. Approval of legal transactions between members of the Board of Directors and the Association;

e. Discharge of the Executive Board;

f. Determining the amount of the joining fee and the membership fees;

g. Awarding and revoking honorary membership;

h. Resolutions on amendments to the Articles of Association and the voluntary dissolution of the Association;

i. Consultation and resolution on other matters on the agenda.

§ 12 The Executive Board

(1) The Board of Directors consists of three members, namely the President, the Secretary and the Treasurer.

(2) The Board of Directors is elected by the General Meeting. If an elected member resigns, the Board of Directors has the right to co-opt another eligible member in his place, for which subsequent approval must be obtained at the next General Meeting. If the Executive Board is unable to perform its duties at all or for an unforeseeably long period of time without self-appointment by co-optation, each auditor is obliged to immediately convene an Extraordinary General Meeting for the purpose of electing a new Executive Board. If the auditors are also unable to act, any ordinary member who recognizes the emergency situation must immediately apply to the competent court for the appointment of a trustee, who must immediately convene an extraordinary general meeting.

(3) The term of office of the Board of Directors is four years. In any case, the term of office of the Board of Directors lasts until the election of a new Board of Directors. Re-election is possible. Each function on the Board of Directors must be exercised personally.

(4) The Board of Directors is convened in writing or verbally by the President or, in her absence, by the Secretary. If the latter is also unable to attend for an unforeseeably long period, any other member of the Executive Board may convene the Executive Board.

(5) The Board of Directors is quorate if all its members have been invited and at least half of them are present.

(6) The Board of Directors passes its resolutions by a simple majority of votes. In the event of a tie, the Chairperson has the casting vote.

(7) The General Meeting is chaired by the President or, if she is unable to attend, by the Secretary.

(8) Apart from death and expiry of the term of office (§ 12 para. 3), the function of a member of the Board of Directors shall expire through dismissal (§ 12 para. 9) and resignation (§ 12 para. 10)

(9) The General Meeting may dismiss the entire Board of Directors or individual members at any time. The dismissal shall take effect upon the appointment of the new Management Board or Management Board member.

(10) Board members may resign in writing at any time. The declaration of resignation must be addressed to the Board of Directors or, in the event of the resignation of the entire Board of Directors, to the General Meeting. The resignation only becomes effective with the election or co-optation (§12 para. 2) of a successor.

§ 13 Tasks of the Executive Board

The Board of Directors is responsible for managing the association. It is the “management body” within the meaning of the VereinsgG 2002. It is responsible for all tasks that are not assigned to another body of the Association by the Articles of Association. The following matters in particular fall within its remit:

(1) Establishment of an accounting system in accordance with the requirements of the association with ongoing recording of income/expenditure and maintenance of a list of assets as a minimum requirement,

(2) Preparation of the annual estimate, the statement of accounts and the financial statements,

(3) Preparation and convening of the General Meeting in the cases of §10 para. 1 and 2 lit. a – c of these Articles of Association,

(4) Informing the members of the Association about the Association’s activities, the Association’s management and the audited financial statements,

(5) Management of the Association’s assets,

(6) Admission and exclusion of all types of association members,

(7) Admission and termination of employees of the Association.

§ Section 14 Special duties of individual members of the Management Board

(1) The President manages the day-to-day business of the Association. The Secretary supports the President in the management of the Association’s business.

(2) The President shall represent the Association externally, together with the Treasurer in the disposition of assets. In order to be valid, written documents issued by the Association must be signed by the President and the Secretary, and in financial matters by the President and the Treasurer. Legal transactions between members of the Executive Board and the Association require the approval of another member of the Executive Board.

(3) Legal authorizations to represent the association externally or to sign on its behalf may only be granted by the persons specified in §14 para. 2 named members of the Executive Board.

(4) In the event of imminent danger, the President is authorized to issue orders independently and under her own responsibility, even in matters that fall within the remit of the General Assembly or the Executive Board; however, these require the subsequent approval of the responsible body of the Association.

(5) The President chairs the General Assembly and the Board of Directors.

(6) The Secretary shall keep the minutes of the General Meeting and the Board of Directors.

(7) The Treasurer is responsible for the proper financial management of the Association.

§ 15 Auditors

(1) Two auditors are elected by the General Meeting for a term of four years. Re-election is possible. The auditors may not belong to any body – with the exception of the General Meeting – whose activities are the subject of the audit.

(2) The auditors are responsible for ongoing business control and the review of the financial statements as well as the use of funds in accordance with the Articles of Association. The Board of Directors must submit the necessary documents to the auditors and provide the required information. The auditors must report to the Board of Directors on the results of the audit.

(3) Legal transactions between the auditors and the Association require the approval of the General Meeting. In all other respects, the provisions of §12 para. 8 – 10 mutatis mutandis.

§16 Court of arbitration

(1) In all disputes arising from the association relationship, the association’s internal arbitration tribunal shall be appointed. It is a “conciliation body” within the meaning of the German Civil Code. VereinsG 2002 and not an arbitration court pursuant to §§577 ff ZPO.

(2) The arbitration tribunal shall be composed of three ordinary members of the Association. It is formed in such a way that one party to the dispute nominates a member as arbitrator to the Board of Directors in writing. Upon request by the Executive Board within seven days, the other party to the dispute shall nominate a member of the arbitration tribunal within 14 days. After notification by the Executive Board within seven days, the appointed arbitrators shall elect a third ordinary member to chair the arbitration tribunal within a further 14 days. In the event of a tie, the nominees are chosen by lot. The members of the arbitration tribunal may not belong to any body – with the exception of the General Meeting – whose activities are the subject of the dispute.

(3) The arbitration tribunal shall reach its decision by a simple majority of votes after hearing both sides and in the presence of all its members. It decides to the best of its knowledge and belief. His decisions are final within the association.

§17 Voluntary dissolution of the association

(1) The voluntary dissolution of the Association can only be decided at a General Assembly and only with a two-thirds majority of the valid votes cast.

(2) This General Meeting shall also decide on the liquidation of the Association’s assets, if any. In particular, it must appoint a liquidator and decide to whom the liquidator is to transfer the remaining assets of the association after covering the liabilities. These assets shall, insofar as this is possible and permitted, be allocated to an organization that pursues the same or similar purposes as this association, otherwise to the Lewis Pugh Foundation.