AAC(UK) Constitution (Rules)
[Click on a Section to go straight to it]
§1 Name, Domicile, Club Year
§2 Aims
§3 Methods for Achieving the Aims of the Club – Activities
§4 Methods for Achieving the Aims of the Club - Financial Resources
§5 Types of Membership
§6 Becoming a Member
§7 Rights and Duties of Members
§8 Termination of Membership
§9 Rights and Duties of the Club with respect to the Gesamtverein
§10 Bodies of the Club
§11 Annual General Meeting (AGM)
§12 Functions of the AGM
§13 The Special General Meeting (SGM)
§14 Executive Committee
§15 Duties of the Executive Committee
§16 Specific Duties of Executive Committee Members
§17 Reporting Accountant
§18 Arbitration Tribunal
§19 Limit of Liability
§20 Dissolution, Abolition, Rescission of the Club or the Club Aims
§21 Coming into Force of the Constitution
Preamble
In the following Constitution the terms Gesamtverein / Section / Branch are used. These are defined as follows:
Gesamtverein: the Oesterreichischer Alpenverein (OeAV) with its headquarters in Innsbruck is an Overall Club and is both an association and an umbrella association. The Sections with their headquarters in Austria as well as the foreign Sections (eg Sektion Britannia) are the members of the Gesamtverein.
Section: the Section is an independent branch with its own rightful identity, being in certain matters statutorily subordinate to the Gesamtverein "Oesterreichischer Alpenverein" with its headquarters in Innsbruck;
Branch is an identical term for Section.
The Branch Club is not a branch office and is not an inteqral organisational part of the Gesamtverein, just as a Section is not a branch office. Where the term Branch Club is used in this Constitution it is equivalent to Section or Branch.
Instead of gender-specific terms for man / woman the existing terms such as President, Representative, Chairman, Chair, Executive Committee, Team Leader, Treasurer, Cashier, Nature Conservation Representative, Alpine Representative, Youth Representative, as well as Minute Taker, Reporting Accountant and Arbitration Tribunal are used without prejudice and in a gender-neutral way.
In the body of this document the word "Club" refers to Austrian Alpine Club (UK) / Sektion Britannia.
A Glossary of other terms can be found in the right-hand column.
[Top of Page]
1. The Club is known in the UK as the Austrian Alpine Club (UK), and within the Oesterreichischer Alpenverein as Sektion Britannia.
2. Its domicile is in England.
3. The Club year is the calendar year. The financial year ends on 31 December.
4. It is an independent Club and a member of the Oesterreichischer Alpenverein as a Section and is bound by the Constitution of the OeAV.
[Top of Page]
§2
Aims
1 . The aims of the Club are to:
- Promote and support mountaineering, alpine sports and walking – members are responsible for their own actions and involvement;
- Maintain the beauty and unspoiled character of the mountain landscape;
- Extend and spread knowledge of the mountains and their environment and thereby also to support the love of one's native country and promote science and research in this field;
- Strengthen the ties between the British people and Austria and the Austrian people.
2. The Club is committed to the protection of nature and the environment.
3. Its area of work is the federal territory of the Republic of Austria and the mountains of the world are its field of activity.
5. The Club is politically neutral and independent.
6. Its aims are exclusively and unremittingly geared towards the public or common good and are pursued on a not-for-profit basis. Any surpluses may only be used for purposes that are in line with the Constitution.
[Top of Page]
§3
Methods for Achieving the Aims of the Club – Activities
1. The aims of the Club shall be achieved by the means outlined in §3 and §4.
2. By the following activities either directly by the Section or through its participation as part of the Gesamtverein:
a) Mountaineering training and education;
b) Promoting alpine sporting activities;
c) Promoting the building, maintenance and use of natural and manmade climbing facilities;
d) Training young people, in activities which are related to the Club's Aims, as well as the support of extensive youth work;
e) Support of activities for families and senior citizens;
f) Protection and care of nature and the alpine environment, also the acquisition and maintenance of areas worthy of preservation;
g) Construction, purchase, running and maintenance of mountain refuges and paths, also of youth centres;
h) Support of establishments offering education, mountain rescue and mountain leadership;
i) Activities which realise the Club's other Aims;
j) Publication, printing, promotion and collection of relevant scientific, literary and artistic works;
k) Production, printing and sale of alpine maps, also guide books and official material;
l) Foundation, acquisition and running or support of facilities and enterprises serving the purposes of the Club;
m) Supporting links with associations and clubs having identical or similar aims;
n) Administration of the Club's financial assets.
[Top of Page]
1. The necessary financial resources shall be raised through:
a) Membership subscriptions;
b) Proceeds of Club activities in keeping with Club aims;
c) Donations, subsidies and collections;
d) Sponsorship income, bequests and other sources.
[Top of Page]
1. The Club consists of:
a) Ordinary Members;
b) Honorary Members;
2. Ordinary members are those paying a subscription fee commensurate with their membership category.
3. Honorary members are persons who, due to exceptional services to the Club, have been awarded such status at the AGM. They can belong to any committee of the Club in an advisory capacity; they may attend and vote at the AGM. Honorary members have the same rights as ordinary members without the obligation of paying a membership subscription.
[Top of Page]
§6
Becoming a Member
1. Any person may become a member of the Club.
2. A member is accepted following the submission of a written membership application. Electronic applications are permissible provided they are associated with a verifiable signature. It is processed by the Executive Committee or a person or persons appointed by the Executive Committee to process applications on its behalf and the membership becomes active at 00.00 hours on the day following payment of the membership subscription*. The membership is valid for the current Club year*.
*Note: For practical implementation see Standing Orders.
3. An application may be rejected by the Executive Committee without recourse to justification.
[Top of Page]
§7
Rights and Duties of Members
1. Members have the right to use the facilities of the Club and to participate in the Club's activities, insofar as for activities of a mountaineering nature they possess the necessary skills and experience.
2. Members shall be sent a copy of this Constitution and associated Standing Orders on first joining the Club or on request thereafter. In the latter case a charge to cover costs will be made. Any amendments will be published in the Club's Newsletter. Following a change in this Constitution and/or the associated Standing Orders, the revised version(s) shall be sent to members within six months following the General Meeting at which they were agreed.
3. Subject to the approval of the Executive Committee members may form groups (eg walking, skiing, high alpine tour, local/regional (without their own rightful identity) as well as children's and youth groups). Any group that forms with its own Standing Orders must have these approved by the Executive Committee.
4. Local/regional groups with their own rightful identity may only be set up with the approval of the Executive Committee and the President of the Gesamtverein. The constitutions of such groups require the approval of the Club and the President of the Gesamtverein.
5. Any member has the right to belong to one or more groups of the Club.
6. Ordinary Members and Honorary Members are entitled to vote at the AGM as well as to stand for election. Members under 16 are not entitled to voting rights, members under 18 are not entitled to stand for election. This restriction does not apply to any person holding a position in a youth group.
7. A Special General Meeting can be called by a minimum of 200 members in accordance with the stipulations of §13.
8. Members should promote the interests of the Club as far as possible and shall avoid anything that may damage the Club's reputation and its aims. They shall heed the Club Constitution and the legitimate decisions of the Club's bodies.
9. Members are obliged to pay their membership subscriptions on time. Members joining during the course of a year pay the full subscription for the relevant year.
10. Every member must notify the Club forthwith of any change of address details or change to any other detail relating to their membership.
[Top of Page]
§8
Termination of Membership
1. Membership ceases upon death, voluntary resignation, or expulsion.
2. A member may resign his or her membership in writing, resignation becoming effective at the end of the calendar year.
3. The Executive Committee may expel a member if the said member has still not paid his or her membership subscription subject to the Standing Orders. *A membership is automatically cancelled at the end of the Club year if the membership subscription has not been paid by then; the obligation to pay the membership subscription for the current year always remains.*
*Note: See Standing Orders
4. The Executive Committee may also expel a member from the Club for the following:
a) Gross violation of the interests of the Oesterreichischer Alpenverein and its objectives;
b) Bringing the Club into disrepute;
c) Action resulting in gross damage to Club and mountain fellowship;
d) Other dishonourable conduct.
A member is guaranteed the opportunity of a hearing before a decision is made.
5. Honorary membership can be withdrawn by the AGM for the reasons listed in paragraph 4 above with a motion proposed by the Executive Committee.
6. In the case of gross violation of the interests of the Oesterreichischer Alpenverein and its objectives, bringing the Gesamtverein into disrepute, or gross damage to the Gesamtverein and to mountain fellowship, the President of the Gesamtverein can, after a hearing of the Branch Club, and insofar as the Branch Club itself has not carried out the expulsion within 4 weeks, expel the member from all Branch Clubs of the Oesterreichischer Alpenverein. The member is guaranteed the opportunity of a hearing before this decision is made. Within four weeks the member and the Branch Club can appeal to the Bundesausschuss, whose decision shall be final.
[Top of Page]
§9
Rights and Duties of the Club with respect to the Gesamtverein
1. The Club has the following rights with respect to the Gesamtverein:
a) Right of attendance and voting at the Gesamtverein Hauptversammlung;
b) Right of support from the Gesamtverein in the fulfilment of its tasks;
c) Right to, within certain circumstances, take part in the activities of the Gesamtverein and to use its facilities;
d) Right to form groups from its membership; these groups can, with the approval of the President of the Gesamtverein, have their own rightful identity.
2. The Club has the following duties with respect to the Gesamtverein in so far as they do not conflict with English Law:
a) To be bound by the Constitution of the Gesamtverein and by its own Constitution;
b) To carry out the decisions and guidelines of the Club's bodies in keeping with the Constitution;
c) To pay its financial obligations on time to the Gesamtverein;
d) To report membership applications and cancellations within the agreed notice period;
e) To inform the Gesamtverein immediately of any changes to its Executive Committee;
f) To communicate its end of year reports within the agreed notice period;
g) To inform the President of the Gesamtverein of intended changes to its constitution; any objections are to be presided over by the Bundesausschuss;
h) To present to the President of the Gesamtverein for approval any purchase or disposal of land or huts, before completion of contract;
i) To run its own areas of work;
j) To run or establish one or more Youth Groups unless an exception has been granted by the President of the Gesamtverein.
3. The Club has the following obligations to the Gesamtverein with respect to membership subscriptions:
a) To pay 50% of the subscription money due to the Gesamtverein, based on the anticipated total number of Club members for the current year, as agreed at the Gesamtverein Hauptversammlung, by 31 March and 30 June of that year respectively;
b) Payments to the Gesamtverein are first used to clear membership subscriptions in arrears, and then used to clear other amounts in arrears;
c) The Gesamtverein Hauptversammlung sets minimum subscriptions, which the Branch Clubs are to levy on their members; it can also specify subscription reductions for Branch Club members;
d) Members belonging to more than one Branch Club pay the Gesamtverein subscription only once.
4. The Gesamtverein Hauptversammlung can reduce or withdraw the rights, which the Branch Clubs and their members enjoy through membership of the Gesamtverein, should this be in the interests of the Gesamtverein. In urgent cases the Bundesausschuss may take decisions to this end, which then require the approval of the next Hauptversammlung.
[Top of Page]
§10
Bodies of the Club
1. The controlling bodies of the Club are:
a) The AGM §§ 11-13;
b) The Executive Committee §§ 14-16;
c) The Reporting Accountant § 17;
d) The Arbitration Tribunal § 18.
2. The Executive Committee members, the Reporting Accountant and the members of the Arbitration Tribunal all perform their duties on an honorary basis.
[Top of Page]
§11
Annual General Meeting (AGM)
1. The AGM is the highest body of the Club. The AGM shall be held not later than 31 October in every year, except that the Executive Committee shall have the right to defer the AGM to a date no later than the 30 November next in the event that the Gesamtverein Hauptversammlung is held in mid to late October or a force majeure prevents or makes impractical the holding of the AGM by the due date.
2. The AGM shall be arranged by the Executive Committee and called by the Chairman.
3. The Executive Committee shall give not less than 28 days written notice of the AGM or not less than 7 days notice in the case of a meeting delayed due to force majeure. An Agenda shall be provided with the notice of the meeting.
4. Members are entitled to attend and to vote in accordance with § 7 paragraph 6 of this constitution.
5. Motions for the AGM, which propose changes to this Constitution or the associated Standing Orders, shall be delivered in writing to the Executive Committee no later than 6 months before the next AGM.
Additional motions related to agenda points may be proposed during the AGM verbally.
The only other resolution that can be brought to the meeting from the floor of the meeting is a motion to convene a Special General Meeting.
6. The Chairman shall conduct the AGM. In his absence the Vice Chairman shall conduct the AGM. Should the Vice Chairman also be absent the Executive Committee shall select one of their number to chair the meeting.
7. Any member entitled to vote may take the floor to outline a proposal that has been submitted within the proper timeframe.
8. Resolutions shall be passed by simple majority of valid votes cast, so long as another type of majority is not stipulated elsewhere in this constitution. Abstentions shall not be taken into account, tied votes shall be resolved by the additional casting vote of the person chairing the meeting. Resolutions which change the Club's constitution or which involve the Club's dissolution require a majority of three quarters of valid votes cast. Votes are to be cast in person; proxy voting is not allowed.
9. An AGM that has been properly called is entitled to pass resolutions irrespective of the number of members that are present.
[Top of Page]
§12
Functions of the AGM
1. The AGM shall fulfil the following functions:
a) Receive and approve the minutes of the preceding AGM;
b) Accept and approve the financial reports and accounts for the previous year;
c) Presentation of the budget for the following year;
d) Acceptance of Executive Committee and other Committee reports as defined in the Standing Orders;
e) Election of Officers, Committee Members and the Reporting Accountant;
f) Approval of legal transactions (See §17) between the Reporting Accountant and the Club; approval of legal transactions (See §16) between Executive Committee members and the Club, should these exceed a value of GBP 2000;
g) Ratification of the membership subscription amount for the following year, should this differ from the amount handed down by the Gesamtverein;
h) Awarding and withdrawal of honorary memberships;
i) Passing resolutions on changes to the Constitution and Standing Orders and the voluntary dissolution of the Club;
j) Passing resolutions on various topics and motions on the agenda;
k) Passing resolutions on sale and purchase of property;
l) Approval of Standing Orders.
2. Changes making an impact on the principles of the Constitution of the Branch Club or the Gesamtverein are subject to the approval of the President of the Gesamtverein.
3. Minutes shall be produced to cover AGM proceedings and are to be completed by the Minute Taker of the AGM with the Chair's agreement.
[Top of Page]
§13
The Special General Meeting (SGM)
1. An SGM shall take place:
a) at the decision of the Executive Committee;
b) at the decision of the AGM;
c) at the demand or behest of the Reporting Accountant (§17);
d) at the demand of the Arbitration Tribunal;
e) at the demand of a minimum of 200 Club Members; such a demand shall set out fully the matter or matters to be considered;
f) at the demand of the Bundesausschuss of the Gesamtverein.
Requests c) to f) are to be made in writing to the Executive Committee, who shall arrange the SGM, except in the circumstances defined in §17 paragraph 4.
2. The regulations of the AGM apply equally to the SGM, which carries the same authority. The time and the place are determined by the party calling the SGM.
[Top of Page]
§14
Executive Committee
1. The Executive Committee is the leading body of the Club and consists of the Chairman, Vice-Chairman, Treasurer, Secretary, who together are the Officers of the Club, as well as other members as defined in the Standing Orders, which shall include the Alpine Representative, the Nature Protection Representative and the Youth Representative.
2. The members of the Executive Committee shall be elected by the AGM for a term of office as defined in the Standing Orders ; their term of office shall end with the election of a successor.
3. Repeated re-election of a member of the Executive Committee is permitted to the extent defined in the Standing Orders .
4. Should a member of the Executive Committee leave during his/her term of office or consistently fail to carry out his/her duties then the Executive Committee may co-opt another electable member in his/her place; the co-option shall be ratified by the next AGM. In the case of the Chairman leaving, the Vice-Chairman shall take over his/her duties until the election at the next AGM. In the absence of both the Chairman and the Vice-Chairman the Executive Committee shall appoint an acting Chairman from its own ranks.
5. If the Executive Committee is no longer able to continue or is unable to continue for an unforeseeable length of time then the President or the Reporting Accountant shall call an SGM immediately for the purpose of electing a new Executive Committee.
6, The Executive Committee shall be convened by the Chairman or in his absence by the Vice-Chairman. The Executive Committee has a quorum when all members have been invited and a minimum of 5 of its members are present.
7. The Executive Committee shall make its decisions by a simple voting majority; where votes are tied the Chairman (or Chair of the meeting) shall have an additional casting vote. The Chairman shall assume the chair of the meeting, and in his absence the Vice-Chairman shall assume the chair of the meeting. If the Vice-Chairman is also absent the Executive Committee shall appoint one of its number to chair the meeting.
8. Apart from death or term of mandate coming to an end, the tenure of an Executive Committee member may be terminated by being relieved of duty or by resignation.
9. The AGM can at any time relieve the whole Executive Committee or individual members of the Executive Committee; the relief comes into force with the appointment of the new Executive Committee or Executive Committee members.
10. Members of the Executive Committee can announce their resignation at any time in writing. This resignation should be presented to the Executive Committee or in the case of the whole Executive Committee, to the AGM or SGM. In these circumstances those who have tendered their resignation should, in the interests of the Club, if at all possible continue with their duties until a successor can be co-opted or elected.
[Top of Page]
§15
Duties of the Executive Committee
1. The Executive Committee is duty bound to direct and manage the Club; it carries the responsibility for Club leadership. The Executive Committee shall carry out all duties that are not allocated to other Club bodies in the constitution.
2. In particular the following duties shall fall under its remit:
a) Arranging book keeping / accounting and keeping a record of assets;
b) Preparing a financial statement and end of year accounts, as well as budgets;
c) Organising the AGM and deciding the agenda;
d) Convening AGMs and SGMs;
e) Administering the assets of the Club;
f) Processing membership applications or delegating this to other persons;
g) Hiring and releasing employees of the Club;
h) Creation of Standing Orders of the Club, if necessary, which are to be approved by the AGM.
3. The Executive Committee shall be responsible for presenting a proposal for any matter to be voted on; proposals received from members are to be put to the AGM for decision in the order that they are received, and after those of the Executive Committee.
4. In urgent cases the Executive Committee, and if absolutely necessary the Chairman alone, under sole responsibility, is justified in making independent decisions on areas that fall into the jurisdiction of the AGM; these however require ratification by the AGM.
[Top of Page]
§16
Specific Duties of Executive Committee Members
1. The Chairman shall run the day to day affairs of the Club and represent the Club to the outside world. In normal circumstances he/she shall chair the Executive Committee and the AGM. He/she is the instrumental representative of the Club.
2. Written documents of the Club require – unless otherwise laid out in Standing Orders – the signature of the Chairman to be valid. Important written documents that the Club is duty bound to produce, shall be drafted by the Chairman and one other member of the Executive Committee. In financial and monetary matters these shall be drafted by the Chairman and the Treasurer.
3. Legal transactions (that is the purchase or sale of assets and services associated with the Club) between individual members of the Executive Committee and the Club require the approval of the AGM to be valid. However for sums under GBP 2000 the approval of the Executive Committee is sufficient.
4. Legal business authorizations to represent the Club externally or to act as a signatory may only be granted by the Chairman or in his absence by the Vice-Chairman with the assistance to either of a further member of the Executive Committee.
5. Minutes shall be taken during Executive Committee meetings and are to be completed by the Chair of the meeting and the Minute Taker.
6. The Secretary shall be responsible for arranging the minute taking for the Executive Committee, the AGMs and SGMs.
7. The Treasurer shall be responsible for the appropriate conduct of financial and monetary matters, as well as for receipts and banking affairs of the Club and for the preparation of appropriate balance sheets and accounts.
8. The Youth Representative, with the youth team, shall run the youth work of the Club; he/she shall take care of the education and further training of the youth leaders. The youth team leader shall represent the interests of youths with respect to the Gesamtverein youth team as well as externally.
9. The Alpine Representative shall be responsible for the touring and alpine training programme of the Club; he/she supports the education and further training of the touring leaders.
10. The Nature Conservation Representative shall be responsible for affairs of nature and environmental conservation within the Club.
[Top of Page]
1. The AGM shall appoint a Reporting Accountant annually. He/she shall check the annual accounts. A repeated re-appointment is possible.
2. The Reporting Accountant shall be responsible for checking the financial conduct of the Club in respect of its compliance with accounting principles and its proper use of resources in ways compatible with the Constitution. He/she shall report these results to the AGM.
3. Legal arrangements between the Reporting Accountant and the Club require the approval of the AGM.
4. The Reporting Accountant is able to demand from the Executive Committee the convening of an SGM if the Executive Committee is not fulfilling its duties in accordance with § 15, paragraph 2, clauses a) and b). In the case of the Executive Committee resigning or being dismissed he/she shall, in conjunction with the President of the Club (if there is one in post), convene an SGM for the purpose of electing a new Executive Committee.
5. The Reporting Accountant is not allowed to belong to any body of the Club affected by compliance issues, other than the AGM.
6. The guidelines regarding the creation, dismissal and resignation of bodies of the Club shall also apply to the Reporting Accountant.
[Top of Page]
§18
Arbitration Tribunal
1. Disputes arising between members of the Club shall be decided by an Arbitration Tribunal. The Arbitration of these disputes arising within the Club is done by an internal Arbitration Tribunal. This Arbitration Tribunal is a "forum of arbitration" in the sense of the Gesamtverein Constitution of 2002.
2. The Arbitration Tribunal shall be made up of three ordinary Club members.
It shall be formed by one side identifying in writing a member of the Club as a member of the Arbitration Tribunal. The other side shall be requested within two weeks by the Executive Committee to identify in writing within four weeks a Club member as a member of the Arbitration Tribunal.
The two nominated members of the Arbitration Tribunal then have two weeks to agree with the Executive Committee a written nomination of a further ordinary member to chair the Arbitration Tribunal.If they cannot agree on the nomination of a Chairman of the Tribunal, the two members of the Arbitration Tribunal who have already been nominated shall decide by drawing lots.
Members of the Arbitration Tribunal may not belong to a body of the Club concerned in the dispute, with the exception of the AGM.
3. The Chairman of the Arbitration Tribunal shall decide where it will sit. The hearings of the case shall be based on normal civil proceedings. The Arbitration Tribunal shall make its decisions in the presence of all members of the tribunal on the basis of a simple majority vote. Its decisions shall be made to the best of its knowledge and common sense. Its decisions are final within the Club.
4. The Arbitration Tribunal is available to every member of the Club. Both sides of any dispute are entitled to a hearing.
[Top of Page]
§19
Limit of Liability
1. Climbing, hill walking and mountaineering are activities with a danger of personal injury or death. Participants in these activities should be aware of and accept the risks and be responsible for their own actions and involvement.
2. A liability for damages arising from a Club member using Club facilities or taking part in a Club event is limited to cases in which, an Officer or another person acting on the Club's behalf is acting with intent or gross negligence.
[Top of Page]
§20
Dissolution, Abolition, Rescission of the Club or the Club Aims
1. The voluntary dissolution of the Club may be ordered by an SGM convened for this purpose in accordance with §13, as well as by the AGM with a majority of three quarters of the votes cast.
2. On the voluntary dissolution of the Club, the AGM or SGM making this decision shall appoint a liquidator to take charge of the Club's assets and to decide on the disposal of the assets remaining after the Club has been wound up, in accordance with paragraph 3 of this section (§ 20).
3. On the dissolution or abolition of the Club, or in the case of the rescission of the existing Club's aim, the remainder of the Club's assets shall be used in accordance with the aims outlined in § 2.
4. If no decision is made in the spirit of paragraph 2 of this section (§ 20) with regards to the transfer of the Club's assets, then the assets of the Club shall pass to the Gesamtverein, which is to use such assets exclusively in accordance with the aims outlined in § 2.
5. The last Executive Committee of the Club shall give written notice of the decision to voluntarily dissolve the Club to the appropriate authorities within four weeks. It is also duty bound within the same timeframe to announce the voluntary dissolution of the Club in an official publication.
[Top of Page]
§21
Coming into Force of the Constitution
This constitution was passed by the SGM of the Club held on 18 March 2006. It came into force on conclusion of this SGM.
[Top of Page]