(as of 20.06.2023)

§ 1 Name, Domicile and Area of Operations

(1) The association carries the name „Society for Experimental Finance Wissenschaftsförderungsverein“ (“SEF”).

(2) The association is domiciled in Innsbruck, Austria, and operates globally.

(3) The creation of branch associations is not planned.

§ 2 Purpose

The association, whose operations are not profit-oriented, thus making it a charitable association, aims to advance scientific research in the area of experimental finance. As an institution aiming solely at supporting scientific researchers, the association is managed without any connection to party politics.

§ 3 Means for the Pursuit of the Association’s Purpose

(1) The association’s purpose will be pursued by the ideational and material means listed in § 3 (2) and (3) of this charter.

(2) The ideational means are
a. Conferences and workshops;
b. Meetings of subcommittees;
c. Discussion meetings;
d. Trainings;
e. Online discussion fora and publications; and
f. Project work.

(3) The required material means shall be raised through
a. Conference fees
b. Membership fees;
c. Donations;
d. Sponsoring;
e. Income from project work;
f. Income from publications of the association; and
g. Income from Events.

§ 4 Types of Membership

(1) The members of the association fall into the categories of full members and honorary member (taken together, the ”members“). Members may be full members and honorary members at the same time.

(2) Full members are fully involved in the association’s activities. Honorary members are individuals who are appointed to this position due to extraordinary merit with regard to the association or its goals.

§ 5 Obtaining Membership

(1) All physical and juristic persons as well as private companies vested with legal capacity who have not been expelled from the association in the past pursuant to § 6 (3) or (4) may become members of the association.

(2) Persons become members by submitting a membership application. The form and contents of the membership application are laid down by the managing board and communicated via the association’s website.

(3) The general meeting appoints honorary members following a request from the managing board.

§ 6 Termination of Membership

(1) Membership ends through death, voluntary resignation, expulsion, or, in the case of juristic persons and private companies vested with legal capacity, through loss of the status as a legal entity.

(2) Resignation may be tendered at any time via email to the email address of the association stated on the website. The date of receipt by the managing board is decisive.

(3) The managing board may expulse a full member if he or she remains in arrears with regard to payment of the membership fee despite two written reminders, each with a period of grace of no less than two months. The requirement to pay the membership fees due is not affected by the expulsion.

(4) The managing board may also expulse a member due to material violation of other membership duties as well as dishonorary behavior which carries the potential to damage the reputation or perception of the SEF.

(5) The managing board may also deprive an honorary member of its status for the reasons listed in § 6 (4) of this charter.

§ 7 Members’ Rights and Duties

(1) Members are entitled to participate in selected events organized by the association. They have the duty to provide information to the association, as determined by the managing board.

(2) All full members have seat and vote in the general assembly and are entitled to stand for and vote in elections of the association.

(3) Every member has the right to demand from the managing board to be provided with an electronic copy of the charter.

(4) No less than a tenth of all members may demand from the managing board to call a meeting of the general assembly.

(5) The managing board has to inform the members of the activities and the financial situation of the association at every meeting of the general assembly. If no less than a tenth of all members so demands (listing their reasons for doing so), the managing board within four weeks, has to provide the members in question with information about the activities and financial situation of the association at any time.

(6) The managing board shall inform the members about the audited balance of accounts. If this happens in the general meeting, the auditors shall be involved.

(7) The members are required to further the interests of the association within their means, and to desist from any actions which may damage the reputation and purpose of the association. They have to abide by the charter and the organs of the association. The members are required to pay, punctually and in full, the membership fee, as set by the general assembly.

§ 8 Organs of the Association

The organs of the association are the general assembly (§ 9 and § 10 of this charter), the managing board (§ 11to § 13 of this charter), the scientific board (§ 14 to § 15 of this charter), the auditors (§ 16 of this charter) and the arbitration panel (§ 17 of this charter).

§ 9 General Assembly

(1) The general assembly is the „Mitgliederversammlung“ in the sense of the Austrian association law (Vereinsgesetz 2002, „VereinsG 2002“). An regular general assembly has to be held annually.

(2) An extraordinary general assembly takes place within four weeks after
a. resolution by the managing board or the regular general assembly;
b. written motion by no less than a tenth of all members;
c. resolution by the auditors (§ 21 (5), VereinsG 2002, § 11 (2), fourth sentence of this charter); or
d. resolution of a curator appointed by court.

(3) All members are to be invited in written form or by E-Mail (addressed to the E-Mail address made known to the association by the member) at least two weeks prior to the date of a regular or extraordinary general assembly. The invitation shall contain the agenda. The general assembly shall be called to meet by the managing board (§ 9 (1) and (2) lit. a – c of this charter), by an auditor/the auditors (§ 9 (2) lit. d of this charter), or by a curator appointed by court (§ 9 (2) lit. e of this charter).

(4) Motions for the general assembly have to be submitted to the managing board in written form or by E-Mail at least three days prior to the date of the general assembly.

(5) Resolutions may only be passed if they pertain to an issue listed on the agenda. The resolution to schedule a meeting of an extraordinary general assembly is exempted from this rule.

(6) All members may participate in, and all full members vote in, a general assembly. Each full member has one vote. Proxy voting by transferring a vote to another full member via written authorization is permissible. In case of a vote transfer via E-Mail, a copy of the authorization has to be sent to the entire managing board no less than one week prior to the general assembly.

(7) The general assembly has a quorum without regard to the number of members present.

(8) Elections and decisions about resolutions in the general assembly are felled by simple majority of all valid, submitted votes. Resolutions to change the association’s charter or to disband the association required a qualified majority of two thirds of all valid, submitted votes.

(9) The general assembly is chaired by the managing director. If the managing director is unavailable, the general assembly is chaired by the secretary, if both are unavailable, by the treasurer, and if all three are unavailable, by the oldest member of the managing board present.

§ 10 Responsibilities of the General Assembly

The following responsibilities are reserved to the general assembly:

a. Approval of the budget proposal;
b. Receipt and approval of the management report and the balance of accounts, in cooperation with the auditors;
c. Election and divestiture of the members of the managing board and the auditors;
d. Approval of legal transactions between auditors and the association;
e. Exoneration of the managing board;
f. Setting the amount of the membership fee to be paid regularly and upon joining, for all members;
g. Bestowal and deprivation of honorary memberships;
h. Resolutions regarding changes of the charter as well as the voluntary dissolution of the association; and
i. Deliberation and resolutions regarding other issues listed on the agenda.

§ 11 Managing Board

(1) The managing board consists of three full members. The general assembly may resolve to change the size of the managing board to between three and six full members. Only physical persons are eligible for the managing board. They fill the positions of the managing director, the secretary, and the treasurer.

(2) The managing board is elected by the general assembly. All full members are entitled to stand for election. In case a member retires from the managing board, the managing board may coopt another eligible member of the association. In this case, a by-election for this position in the managing board has to be held at the next general assembly. If the managing board is rendered unable to act without coopting new members, permanently or for a foreseeably long span of time, every auditor is required to immediately call an extraordinary general assembly for the election of a new managing board. If the auditors are similarly unable to act, every full member who recognizes the emergency situation has to request the appointment of a curator by the court responsible. This curator is required to call an extraordinary general assembly without delay.

(3) The term of office of the managing board is two years. Every position on the managing board has to be exercised personally.

(4) The managing board is called to sit by the managing director, or, if unavailable, by another member of the managing board. The call to be sit may be made in written or oral form.

(5) The managing board has a quorum if all of its members have been properly invited and if no less than half of them are present. Alternatively, resolutions may be passed by circulation if all members of the managing board have been invited to vote, and no less than half have voted within a span of time of no less than three days. The span of time needs to be stated in the invitation to vote by circulation.

(6) The managing board passes resolutions by simple majority; in the case of a tie, the vote of the chair is decisive.

(7) The managing board is chaired by the managing director. In case the managing director is unavailable, it is chaired by the oldest member of the managing board present, or by the member of the managing board the other members of the managing board elect, by simple majority vote, to chair the meeting.

(8) A member of the managing board’s term of office ends upon death, upon expiry of the term of office (§ 11 (3) of this charter), upon divestiture (§ 11 (9) of this charter), and upon resignation (§ 11 (10) of this charter).

(9) The general assembly may at any time divest all or selected members of the managing board of their offices. The divestiture becomes effective upon appointment of the new member or members of the managing board.

(10) Members of the managing board may at any time tender their written resignation. The notice of resignation has to be addressed to the managing board; in the case where the entire managing board declares its resignation, it has to be addressed to the general assembly. The divestiture becomes effective upon election or cooptation (§ 11 (2) of this charter) of a new managing board member.

§ 12 Responsibilities of the Managing Board

The managing board is responsible for governing the association. It is the „Leitungsorgan“ in the sense of the VereinsG 2002. It carries all responsibilities which are not assigned to another organ of the association by the charter. In particular, it is responsible for the following:

a. Creation of an accounting system in line with the requirements of the association, with continuous registration of revenues and expenses, as well as maintenance of a ledger of the association’s property, as a minimum requirement;
b. Preparation of a budget proposal, management report, and balance of accounts;
c. Preparation and invitation of a general assembly in the cases of § 9 (1) and (2) lit. a – c of this charter;
d. Informing the members about the association’s activities, the financial situation and the approved balance of accounts;
e. Managing the association’s property;
f. Expulsion of members; and
g. Admission and dismissal of employees of the association.

§ 13 Special Responsibilities of Individual Members of the Managing Board

(1) The managing director conducts the association’s operations. The secretary assists the managing director in conducting the association’s operations.

(2) The managing director represents the association to external parties. Written statements by the association require the signature of the managing director and the secretary to be valid; in financial matters (disposition of property), written statements by the association require the signature of the managing director and the treasurer. Legal transactions between members of the managing board and the association require approval by the entire managing board and need to be announced at the next general assembly.

(3) A legally binding conferral of the right to represent the association in dealings with external parties or to sign in its name has to follow § 13 (2) of this charter.

(4) In exigent circumstances, the managing director is entitled to act upon his or her own judgment also in matters which are properly the responsibility of the general assembly or the managing board; internally to the association, these acts require the subsequent approval of the association’s organ properly responsible for them.

(5) The secretary keeps minutes of the meetings of the general assembly and the managing board.

(6) The treasurer is responsible for proper financial conduct of the association.

§ 14 Scientific Board

(1) The scientific board advises the managing board in scientific questions arising in the course of the association’s activities. Only full members may be appointed to the scientific board. They fill the positions of the president, the past president and the incoming president. Together they form the steering committee; the past and incoming presidents also carry the titles of vice presidents.

(2) The managing board may appoint full members to become members of the scientific board by unanimous vote (abstentions are permissible). This appointment takes effect immediately. Their membership in the scientific board has to be approved by the next general assembly. In case the general assembly refuses to approve the appointment, the membership in the scientific board ends. In this case, a renewed appointment by the managing board is ruled out.

(3) The term of office of members of the scientific board is unlimited. Membership on the scientific board has to be exercised personally.

(4) The incoming president is elected by the members of the scientific board. All member of the scientific board are entitled to stand for election. After one term of office, the incoming president becomes president; after one term of office, the president becomes past president. In case a member retires from the steering committee, the scientific board has to elect another member of the scientific board to take his or her place.

(5) The term of office of the members of the steering committee is two years unless ruled otherwise by the general assembly; re-election to the position of incoming president is possible after three terms of office have elapsed since the last election to the position of incoming president of the member in question. In case of a by-election according to § 14 (4), remaining members of the steering committee are also eligible for election to the position to be replaced. Every position on the steering committee has to be exercised personally.

(6) The scientific board is called to sit by the president, or, if unavailable, by one of the vice presidents or by the managing board. The call to sit may be made in written form or by E-Mail no less than 7 days prior to the meeting.

(7) The scientific board has a quorum if all of its members were properly invited irrespective of the number of members present. Alternatively, resolutions may be passed by circulation if all members of the scientific board were invited to vote, and no less than half have voted within a span of time of no less than three days. The span of time needs to be stated in the invitation to vote by circulation.

(8) The scientific board is chaired by the president. In case the president is unavailable, it is chaired by the past president. In case the past president is also unavailable, it is chaired by the incoming president.

(9) The scientific board passes resolutions by simple majority; in case of a tie, the vote of the chair is decisive.

(10) In exigent circumstances, the president is entitled to act upon his or her own judgment also in matters which are properly the responsibility of the scientific board; internally to the association, these acts require the subsequent approval of the scientific board.

(11) A member of the scientific board’s term of office ends upon death, upon expiry of the term of office (§ 14 (3) of this charter), upon divestiture (§ 14 (12) of this charter), and upon resignation (§ 14 (13) of this charter).

(12) The managing board may at any time divest selected members of the scientific board of their offices by unanimous vote (abstentions are permissible). The divestiture becomes effective immediately.

(13) Members of the scientific board may at any time tender their written resignation. The notice of resignation has to be addressed to the managing board and to the scientific board. The divestiture becomes effective upon receipt by the managing board.

§ 15 Responsibilities of the Scientific Board

The scientific board is tasked with advising the managing board in scientific matters. The management board has to consult the scientific board in particular in the following matters:

a. Creation of publication series;
b. Fundamental changes to the annual conference (e.g. concerning its duration, session structure, etc.);
c. Agreements to cooperate with other scientific associations or publishers;
d. Creation of prizes for the furthering of the association’s purpose according to § 2 of this charter.

§ 16 Auditors

(1) The general assembly elects two auditors. Re-election is permissible. The auditors may not be members of any organ of the association – with the exception of the general assembly and the scientific board – whose activities are subject to their supervision.

(2) The term of office is two years. The terms of office of the two auditors start with an offset of one year. In case an auditor retires from their role, a by-election for this auditor has to be held at the next general as-sembly.

(3) The auditors are responsible for continuously supervising the association’s transactions as well as auditing the financial conduct and status of the association with regard to proper accounting, and ensuring that the association’s means are utilized in accordance with the charter. The managing board is required to provide the necessary documents and information. The auditors have to report the results of their audit to the managing board.

(4) Legal transactions between auditors and the association require approval by the general assembly. Furthermore, the provisions in § 11 (8) through (10) of this charter apply analogously.

§ 17 Arbitration Panel

(1) The arbitration panel, which is internal to the association, is responsible for mediating in all conflicts internal to the association. It is a “Schlichtungseinrichtung“ in the sense of the VereinsG 2002 and not a “Schiedsgericht” according to §§ 577 ff Zivilprozessordnung.

(2) The arbitration panel is made up of three full members. It is formed in the following way: One conflict party appoints a full member as an arbitrator. This appointment is to be made in written form, addressed to the managing board. Within 14 days, the managing board then asks the other party to the conflict to appoint another full member. After notification of their status as arbitrators by the management board within 7 days, the arbitrators, within 14 days, select a third full member who is to serve as the chair of the arbitration panel. In case the arbitrators cannot agree on a chair within the required timeframe, the chair is randomly chosen from the proposed full members. The members of the arbitration panel may not belong to any organ of the association – with the exception of the general assembly – whose activities are subject to the conflict.

(3) The arbitration panel, in the presence of all of its members, agrees on its verdict with simple majority, after having heard both parties. It decides to the best of its knowledge. Its verdicts are final internally to the association. Legal recourse may be sought no earlier than six months after the arbitration panel has been called to sit in case the proceedings of the arbitration panel are not concluded prior to this, as regulated in § 8 (1), second sentence, VereinsG 2002.

§ 18 Voluntary Dissolution of the Association

(1) A resolution of the voluntary dissolution of the association may only be passed in a general assembly and with a two thirds majority of all valid, submitted votes.

(2) This general assembly also has to decide about the disposition of the association’s property, if any exists. In particular, it has to appoint a liquidator and decide who he or she should transfer that part of the association’s property to which remains after satisfying any liabilities. In as far as possible and permissible, said property should be transferred to an organization with the same or a similar purpose as this association, otherwise charitable institutions according to §§ 33ff Bundesabgabenordnung.