(Austrian Debt Collector Association)
§ 1 Name, registered seat and field of activity
1. The Association shall bear the name „Inkassoverband Österreich“, or IVÖ in short.
2. The Association shall have its head office in Vienna, Austria, and its activities shall extend to the entire country.
3. The Association does not intend to establish branch associations.
§2 Objectives of the Association
The IVÖ is a non-profit organisation. Its activities aim at safeguarding the commercial and professional interests of collection agencies by:
1. maintaining and intensifying professional cooperation and communication between the agencies,
2. giving updates on professional matters on a regular basis,
3. mediating disputes among members,
4. urging our members to meet all legal requirements, especially all those legal requirements related to our profession as well as the code of conduct issued by the legal body of representation. In addition to that, members shall behave with integrity towards fellow members or the IVÖ and act in accordance with these bylaws as well as with the membership rules (cachet).
5. outlining the profession’s image, PR, joint advertising, exchanging experiences with experts from related economic branches, creating a forum for communication and advanced training, maintaining and intensifying international contacts etc.
6. promoting the development of legislation in favour of the collection industry,
7. combating malpractice in the field of legal advice and unfair competition.
The Association aims at uniting all persons and agencies in Austria holding a business license for the collection of third-party receivables.
The Association has no political party affiliations, it is nondenominational and its objective is not oriented towards a commercial business.
§3 Means for fulfilling the Association’s objectives1. In the pursuit of its goals the Association’s objectives concern both tangible resources and intangible activities as mentioned in paragraphs 2 and 3.
2. Among the intangibles are:
a.) talks and conventions, convivial gatherings, discussion meetings.
b.) publication of annual reports and of newsletters on current events
3. The necessary tangible resources shall be raised through:
a.) membership fees,
b.) proceeds from events and other activities,
c.) donations, collections, legacies and other grants.
4. Fees and charges, determined by the General Assembly, shall be annually adjusted for inflation on basis of the consumer price index of 2010. Observation period shall be October to October of the respective previous years.
§4 Types of membership
1. The IVÖ has full members, associated members and honorary members.
2. Full members are collection agencies governed by industrial law
3. Associated members are:
a.) Companies/persons, who are active in related economic branches or have formerly held a business license or hold a dormant business license as well as
b.) leading employees of a full member wishing to make a contribution. Associated members have an advisory non-voting capacity but no voting right in the General Assembly.
4. Honorary members are such persons, who have been appointed by the Association for reasons of extraordinary merits. They have an advisory non-voting capacity but no voting right in the General Assembly.
§5 Acquisition of membership
1. Natural as well as legal persons can become members of the Aassociation.
2. Temorary acceptance of all full and associated members is at the discretion of the Board and its decision is final. The Board will decide upon a final acceptance of a member after a two years’ probation period. No reasons need to be given for an approval or a denial of membership.
3. Naming of honorary members is by approval of a motion by the Board at the General Assembly.
§6 Termination of membership
1. Membership is terminated by death (for legal persons through loss of legal identity), voluntary resignation, cancellation, exclusion, the initiation of bankruptcy proceedings and in case of rejection of an application for bankruptcy due to lack of assets to cover the costs.
2. Voluntary withdrawal takes effect on the last day of any calendar year following written request to the Board which must be received by the Board before the end of the calendar year.
3. The Board may cancel a membership if even after two written reminders the member owes more than 3 months of membership fees. Cancellation of a membership does not discharge any membership fees owed.
4. Exclusion of a full or associated member is by approval of a motion by the Board at the General Assembly. The motion has to come with a corresponding decision by the Board of Arbitration. A prerequisite fort he exclusion of a member is a motion by the Board, by the General Assembly or by a single member tot he Board of Arbitration and an accordant decision by the Board of Arbitration. Any violation of article 2 in connection with article 7, paragraph 2 of the IVÖ bylaws can be a reason for exclusion. However, the Board of Arbitration shall decide alone whether or not a violation is severe enough to justify exclusion.
5. Cancellation of an honorary membership must be voted by a General Assembly by a two-thirds majority vote in response to a motion by the Board. It is only possible on grounds of grave violations of article 2 in connection with article 7, paragraph 2 of the bylaws.
§ 7 Rights and duties of members
1. Members have the right to attend all Association events and to utilize the Association facilities. Only full members have the (active and passive) right to vote at General Assemblies. Every member has the right to make a motion with the Board of Arbitration if the member believes to be adversely affected by the behaviour of another member, of the Board or of the auditors.
2. Members are obliged to work actively in the Association’s interests and to avoid whatever may tarnish its reputation or objectives. Members must observe the Association’s bylaws and the official decisions and rulings of the Association and its bodies. Full and associated members must pay their membership fees in a timely manner at the levels set by the General Assembly on an annual basis. Honorary members are exempt from the obligation to pay these membership fees.
§ 8 The Association’s bodies
The Association’s bodies are the General Assembly (articles 9 and 10), the (Executive) Board (articles 11 to 13), the auditors (article 14) and the Board of Arbitration (article 15).
§ 9 The General Assembly
1. A regular Gerenal Assembly takes place annually within the first six months of each calendar year.
2. An extraordinary General Assembly takes place within four weeks of a decision by the Board or of the regular General Assembly or upon request from at least one-tenth of the members to the Board or upon request by the auditors.
3. For either a regular or an extraordinary General Assembly, all members are to receive a written invitation no less than two weeks prior to the assembly. Upon the setting of a General Assembly an agenda must be issued. The call for a General Assembly is issued by the Board.
4. Any petition for consideration by a General Assembly must be submitted to the Board in writing at least eight days prior to the date of the assembly.
5. To be valid, any request to the General Assembly (except a petition for an extraordinary General Assembly) must be on the agenda.
6. All members are eligible to attend a General Assembly. Only full members have a right to vote. Each member has one vote. (Legal bodies are represented by their managing directors governed by trade law or by a person holding a written proxy).
7. The General Assembly constitutes a quorum if half of all members with voting power (or their representatives in accordance with paragraph 6) are present. If the General Assembly does not constitute a quorum at the appointed hour, the General Assembly shall take place 30 minutes later with the same agenda and shall be considered to be a quorum regardless of the number of members present.
8. Elections and resolutions are by simple majority of the valid votes. Resolutions that alter the bylaws or have the goal to dissolute the Association require a qualified majority of two-thirds of all valid votes.
9. The General Assembly is chaired by the Chairperson of the Board, or, if he or she is not available, by the deputy. If the deputy is also unavailable, the Assembly will be chaired by the oldest present member of the Board.
§ 10 Tasks and competence of the General Assembly
The following functions shall be reserved to the General Assembly:
1. Acceptance and approval of the statements and the closing of accounts.
2. Decisions about cost estimates.
3. Selection and supersession of Board members and auditors.
4. Discharge of Board members.
5. Setting the level of membership fees for full and associated members.
6. Award and withdrawal of honorary membership.
7. Decision about changes to the Association's bylaws or the voluntary dissolution of the Association.
8. Deliberation and decisions regarding other items on the agenda.
9. Election of the members of the Board of Arbitration.
10. Motion to the Board of Arbitration concerning the exclusion of a full or associated member.
11. Exclusion of a member on the grounds of a corresponding decision by the the Board of Arbitration.
§ 11 The Executive Board
1. The Board consists of at least six managing directors governed by trade law of member companies or their other duly authorized representatives. The Board consists of the Chairperson, the deputy Chairperson, the Secretary and his/her deputy and a Treasurer and his/her deputy.
2. The Board is elected by the General Assembly. In case a Board member drops out, the remaining Board members may co-opt another eligible member to the Board, subject to subsequent approval by the next General Assembly.
3. The term of office for Board members is two years. In any case, it lasts until a new Board is elected. Former Board members can be re-elected.
4. Board meetings are called either in writing or verbally by the Chairperson or, in case of difficulty, by the deputy Chairperson.
5. The Board shall constitute a quorum if all members have been invited and at least half of them are present.
6. The Board shall take decisions by simple majority, with the Chairperson of the meeting having a casting vote in the event of a tie.
7. Board meetings are chaired by the Chairperson or, in case of difficulty, by the deputy Chairperson. If the latter is also unable to attend the meeting, the oldest present Board member shall chair the meeting.
8. Apart from expiry of the period of office (paragraph 3) or death, a Board member's function can be terminated by supersession (paragraph 9) or by resignation (paragraph 10).
9. The General Assembly may at any time decide upon the entire Board or single Board members with a two-thirds majority.
10. Board members may declare their resignation anytime in writing. The declaration of resignation has to be addressed to the Board or, in the event of resignation of the entire Board, to the General Assembly. Resignation shall be effective only after the election or co-option (paragraph 2) of a replacement.
11. Upon decision of the Board, members may be co-opted as consultants. However, they have no right to vote.
§12 Tasks and competence of the Executive Board
The Board is responsible for managing the Associaton. All tasks that are not otherwise conferred to other bodies of the Association by the bylaws are assigned to the Board.
In particular, the following issues are part of the scope of functions of the Board:
1. Preparation of an annual estimate, formulation of the statement of accounts and closing accounts. The statement of revenues and expenditures and the statement of the Association's assets are to be completed within five months after each fiscal year,
2. Preparing the General Assembly,
3. Calling the regular and extraordinary General Assemblies,
4. Managing the Association's assets,
5. Public relations measures on behalf of the Association,
6. Close co-operation with the respective Federal Guild for the purpose of promoting of the member's interestes to the legislator, to closely related industries and to groups with a critical attitude towards the IVÖ and its members,
7. temporary and final acceptance of a member and the declaration of the cancellation of a member's membership,
8. the motion regarding the exclusion of a full or associated member to the Board of Arbitration,
9. emloyment and dismissal of employees of the Association (the same also applies to freelance collaborators)
§ 13 Special tasks of individual Board members
1. The Chairperson represents the Association externally. Together with the Secretary (in financial matters together with the Treasurer) the Chairperson acts for the Association vis-à-vis public authorities and third-persons. Particularly, written notices and announcements of the Association, most notably binding documents, must be signed by the above mentioned Board members.
2. The Chairperson chairs the General Assembly as well as the Board meetings. In urgent cases, especially in the absence of the Board, the Chairperson may make decisions and give directives independently together with the Secretary and/or the Treasurer. However, these decisions and directives require subsequent approval by the competent body of the Association.
3. The Secretary has to support the Chairperson in the management of the Association. The Secretary is responsible for taking the minutes at General Assemblies and Board meetings.
4. The Treasureris responsible for the proper management of financial means of the Association.
5. In the absence of the Chairperson, the Secretary or the Treasurer, their respective deputies shall take their place.
§ 14 The Auditors
1. The two auditors are elected by the General Assembly for a two year's term. Re-election is possible. Auditors must not be part of the Board.
2. The auditors are responsible to review the Association's financial management regarding proper accounting and the use of financial means in accordance with the bylaws. This review must happen within four months from the date of creation of the statement of revenues and expenditures. They have to report the result thereof to the General Assembly. This review must confirm the proper accounting and the use of the Association's financial means in accordance with the bylaws or, in the event that management faults or risks to the Association's assets are detected, to indicate them. The auditors must report to the Board and to the General Assembly.
3. Besides, the provisions governed by article 11 paragraphs 8 and 9 are also applicable to auditors.
§ 15 The Board of Arbitration/Senate
1. The Board of Arbitration (Senate) consists of three persons and is elected at the General Assembly from among all persons with voting rights. In addition, the General Assembly shall elect two replacement members of the Board of Arbitration from among all persons with voting rights. These replacement members shall only be appointed to act as such if a Board of Arbitration member cannot fulfill his/her tasks for reasons of potential conflict (if the member is involved in the arbitration case) or if the member is unable to attend for other reasons. Also, the General Assembly shall elect the prosecutor and his/her deputy.
2. The Senate constitues itself immediately after the General Assembly and shall elect from among the Senate members a president and a first and second assessor, of which the second assessor is simultaneously the recording clerk.
3. The Board of Arbitration is responsible for the resolution of all disputes arising within the Association between individual members or between a member and the Association (represented by the General Assembly) or the Board or the auditors. In particular, the Senate shall deal with the exclusion of a member.
4. The claimant (individual member, Board, General Assembly) shall bring forward an appropriate motion to the Senate.
5. The Senate's president or, in case of his/her absence, the first assessor shall call a sitting of the Senate within three months after reception of the motion. The claimant and the defendant or his/her representative respectively as well as all members of the Senate and the prosecutor (in case of his/her absence the deputy) have to be invited in writing by a registered letter with reply advice. The defendant is entitled to name a proxy from among the Association members or a legal representative.
6. At the proceeding, the persecutor or, in case of his/her absence the deputy, submits the petition and attestors, if there are any, are heard. The defendant as well as his/her respresentative are heard and in any case the defendant shall have the last word. The code of criminal procedure shall be applied at the proceeding analogously. In the event that the defendant or his/her representative fail to appear at the proceeding without excuse, the proceeding shall take place nontheless in their absence (trial in absentia). The Board of Arbitration shall first try to settle any disputes arising from the relations within the Association between individual members or between members and the Association, the Board or the Treasurer, by mutual agreement between the opposing parties. In case this attempt fails, the regulations of the Austrian code of civil procedure shall be applied analogously.
7. After the proceeding, the Senate withdraws for its final deliberations. Its decisions are by majority vote and shall be final within the Association.
8. A written notice of the decision of the Board of Arbitration shall be delivered to all involved parties. The decision of the Board of Arbitration is binding for all Association bodies and for both the defendant and the claimant. In case of the exclusion of a member, the General Assembly has to adhere to the decision of the Board of Arbitration and shall pass a corresponding resolution.
9. If the Senate unanimously considers a proceeding not justified, it is entitled to pass a termination decision without a detailed examination of the merits of the case.
10. The following sanctions can be imposed: warning, reprimand, exclusion and/or publication in publications within the Association.
11. The limitation period is limited to one year after commission of the offense or, in case of legal prosecution, one year after proclamation of sentence.
§16 Dissolution of the Association
1. The voluntary dissolution of the Association can solely be decided upon at an extraordinary General Assembly that is called for this sole purpose and by a two-thirds majority of all votes cast.
2. This General Assembly must - in case there are any assets in the Association - also decide upon the liquidation and must appoint a liquidator for this purpose. The Association members must in no way benefit from the proceeds from this liquidation. The Board shall use it for charity.
3. The Board shall report to the competent associations authority about the voluntary dissolution of the Association and shall gazette the dissolution in the Wiener Zeitung - the latter until the respective entry into the central register of associations is made.
Translated by: / Übersetzer: Martin Hollan, Bakk.phil.