Constitution

Statutes of the Association
ENOTHE

1: Name, domicile and scope

1. The association has the name “ENOTHE – European Network of Occupational Therapy in Higher Education”.

2. The association has its legal domicile in Vienna and is active worldwide.

3. The establishment of sub-associations is not intended.

2: Purpose

This association, which purpose is not to make any profit, is:

1. to support and promote quality of professional education and research in occupational therapy throughout the European Higher Education Area (EHEA);

2. to advance the development of the body of knowledge of occupational therapy and occupational science;

3. to contribute to WHO Europe health strategies for individuals, communities and other stakeholders as well as being responsive to social injustice and

4. to collaborate with organisations with purposes similar to the purpose of this organization to develop strategic partnerships to strengthen the visibility and impact of OT in European health and social policies.

3: Means to achieve the purpose of the association

1. The purpose of the association shall be achieved by non-material and material means as listed in para 2 and 3.

Non-material means are:

a) Organisation of meetings to create arenas to share knowledge and facilitate mutual support
b) Strategy plan to address contemporary issues of health and social care in education and research, every four years; and
c) Suitable publications (i.e. Newsletters)

2. The necessary material means shall be raised by:

a) Admission fees and membership fees;
b) Revenues generated by events or by business activities conducted by the association; and
c) Donations, bequests and other grants by third parties.

4: Types of membership

Members are either ordinary members, contributing members or honorary members.

5: Admission as members

1. Legal entities with their domicile in Europe, which offer occupational therapy education can be admitted as ordinary members.

2. Legal entities with their domicile outside of Europe, offering occupational therapy education as well as other occupational therapy organizations and businesses and individuals can be admitted as contributing members.

3. The admission of ordinary and contributing members is decided by the board. The admission can be refused without stating reasons.

4. Honorary membership is awarded by the general assembly upon motion of the board.

6: Termination of the membership

1. Membership is terminated by resignation or expulsion or by death (for individual members); in case of legal entities by their loss of the status of a legal entity.

2. Resignation can be effected as per 31. December of each year. Resignation has to be notified in writing to the board with a three-month notice period.

3. The board can expel a member, if the member is in delay with payment of its membership fees despite a written reminder by registered mail, setting a stipulated period of one month. The obligation to pay the membership fees remains effective.

4. The general assembly can expel a member for gross violation of its duties as a member or because of actions that remain to the association.

5. The general assembly can withdraw honorary membership for the reasons stated in para 4 upon motion of the board.

7: Rights and duties of the members

1. The members are entitled to participate in all events of the association and to use its facilities. A right to vote in the general assembly is granted to ordinary members only, provided, they paid their membership fee before the general assembly takes place

The board shall inform the members in every general assembly about its activities and the financial status of the association. Upon a reasoned request of a tenth of the membership the board has to provide such information within four weeks.

2. The board shall inform the members about the audited financial statements. In case this is done in the general assembly, the auditors shall participate.

3. The members are obliged to support the interest of the association to the extent possible and refrain from actions which could be detrimental to the reputation of the association and its purpose.

4. The members shall abide by these statutes and the resolutions of the institutions of the association. The ordinary and contributing members are obliged to pay admission fees and membership fees when they become due.

8: Institutions

Institutions of the association are the general assembly (§ 9 and 10), the board (§ 11 through 13), the auditors (§ 15) and the mediation board (§ 16).

9: General assembly

1. The general assembly is the „assembly of the members” pursuant to the Austrian Association Act 2002. An ordinary general assembly shall take place at least every other year.

2. An extra-ordinary general assembly shall take place upon

a) Resolution of the board or of an ordinary general assembly,
b) written request by at least one tenth of the membership to the board,
c) request of the auditors,
d) resolution of one or several auditors, and
e) resolution of a custodian appointed by court.

3. All members have to be invited to general assemblies in writing (to be sent to the address notified by the member to the association) at least four weeks prior to the general assembly, specifying the agenda and submitting the documents necessary for the decision-making.

4. The general assembly is called by the board (para (1) and (2) a. through c.), one or several auditors (para (2) d.) or a court appointed custodian (para (2) e.).

5. In the cases mentioned in para (2) b. and c. the board has to call a general assembly within one week after receipt the request of the members or the auditors. In case the board is in delay with calling the general assembly, the requesting members (para (2) b.) or the requesting auditors (para (2) c.) can themselves call the assembly and invite the members.

6. Motions to the general assembly have to be submitted to the board in writing at least three days before the date of the general assembly.

7. Resolutions can only be adopted with respect to the agenda, except for resolutions concerning the calling of an extra-ordinary general assembly.

8. All members are entitled to participate in the general assembly. Only the ordinary members are entitled to vote. Each member has one vote. Voting by proxy with a written consent granted to another member is admissible.

9. The general assembly forms a quorum irrespective of the number of persons participating.

10. Generally, resolutions of the general assembly are adopted by simple majority of the votes validly cast. Resolutions according to § 6 para (4), resolutions on the amendment of these statutes or the dissolution of the association require majority of at least two thirds of the votes validly cast.

11. The president shall take the chair of the general assembly or appoint an experienced member of the board to take the chair. In the event that the president is unable to attend and did not appoint any other board member, the vice president shall take the chair of the general assembly. In case also the vice president is unable to attend, the member longest serving on the board shall take the chair.

10: Tasks of the general assembly

1. The tasks of the general assembly are:

a) Resolution on the financial forecast;
b) receipt and approval of the report and the financial report in co-operation with the auditors;
c) election and dismissals of members of the board and the auditors;
d) approval of transactions between auditors, members of the board and the association;
e) exoneration of the board;
f) setting of admission fees and membership fees upon suggestion of the board, notwithstanding the right of the board to adjust such fees according to § 12 para (10);
g) awarding and withdrawing honorary membership;
h) resolutions concerning the amendment of these statutes and the solution of the association; and
i) consultation and resolution concerning other issues on the agenda.

2. When setting admission fees and membership fees, the general assembly shall distinguish between ordinary and contributing members and can set different fees for the legal entities or natural persons and distinguish between the countries of origin of the members.

11: Board

1. The board shall consist of at least six members i.e. the president and the vice-president; a secretary and a vice-secretary; a treasurer and vice-treasurer and, as the case may be, additional members.

2. The board is elected by the general assembly. A person is eligible for election only if supported at least by two ordinary members. In case the board consists of six persons, only one may be a contributing member of the association. In case the board consists of a higher number of persons, up to 20% of them may be contributing members of the association. The other members of the board have to be representatives of the ordinary members.

3. The board shall be elected for a term of four years. Reelection of a board member is admissible once. In that case the reelected member shall be elected for a term of two years only. Each position in the board has to be executed by the board member personally. The general assembly shall procure that not more than two board members shall leave the board at the end of its term.

4. The board shall be called by the president, the president being unable by the vice-president, in writing or orally. In case this person is unable for an unknown longer period, each member of the board may call the board.

5. Board meetings with members being present have to be held at least twice per year. Board meetings per video conference shall be held at least once per calendar quarter. The board forms a quorum if all of its members have been invited and at least half of them are present or participate in the video conference.

6. The board takes its resolutions with simple majority; in case of a deadlock the vote of the chair is decisive.

7. Resolutions of the board can be taken by video conference or by written circularly solutions. Written circularly solutions can be adopted only if all members consent to this process.

8. The appointment of a board member ends by end of the term the member was appointed for, dismissal and resignation or by death.

9. The general assembly can dismiss the entire board or any of its members at any time. Dismissal becomes effective upon appointment of a new board or new members respectively.

10. A member of the board can resign from its position with the effect of the end of a calendar month upon three months notice or, in case serious grounds are given, without any notice period. The notice of a resignation has to be addressed to the board; in case the entire board resigns the notice has to be addressed to the general assembly.

12: Tasks of the board

The task of the board is the management of the association. It is the “Management body” pursuant to the Association Act. Tasks which are not assigned to any other institution, are tasks of the board. Its tasks are in particular:

1. Setting up of an accounting according to the needs of the association with on-going booking of revenue and expenditure and keeping of a list of assets as a minimum requirement;

2. Drawing up of a forecast, a report and a financial report;

3. Preparing and calling of general assemblies as provided in these statues;

4. Information of the members about the activities, the financial situation and the financial report of the association;

5. Administration of the assets of the association;

6. Admission and expulsion of ordinary and contributing members;

7. Hiring and terminating agreements with employees of the association;

8. Setting up an office supporting the board and coordinating the activities of the association, if needed;

9. Setting up of subcommittees; and

10. Adjusting membership fees to inflation up to the changes of the Harmonized Consumer Price Index for the relevant term.

13: Specific tasks of individual board members

1. The president manages the daily business of the association. The secretary supports the president doing so.

2. The board may adopt a guideline providing that one or several board members together may conduct certain types of business or business of a value up to certain monetary amounts without any board resolutions. All other business may be conducted based on a board resolution only.

3. The secretary draws up the minutes of general assemblies and the board.

4. The treasurer is responsible for proper handling of financial transactions.

5. In case of not being available, the relevant substitutes act for the president, the secretary and the treasurer.

14: Representation of the association and transactions with board members and auditors

1. Vis-a-vis third parties, the association is represented by the president or the vice-president as well as one additional board member.

2. Transactions between board members and the association or between auditors and the association require the internal approval of the general assembly, notwithstanding § 14 (1).

15: Auditors

1. The general assembly shall appoint two auditors for a term of four years. Reappointment is admissible. Except for the general assembly, the auditors shall not be member of a body which is subject to their audit.

2. The auditors shall either be members of the associations or nominated by members as their representatives. They shall be able to understand the business and the bookkeeping of the association, however, they do not require any formal education or qualification in particular and they do not need to be qualified as chartered accountants or similar.

3. The auditors shall control the on-going business and the transactions of the association and audit the financial dealing of the association in respect of proper accounting and usage of funds in accordance with the statutes. The board has to provide the accountants with necessary documents and the information. The auditors have to inform the board about the result of the audit.

4. 11 (8) trough (11) are applied to the auditor’s mutatis mutandis.

16: Mediation board

1. All disputes resulting from the legal relationship of the association shall be dealt with by an internal mediation board.

2. The mediation board shall consist of three members of the association or a person nominated by members as their representatives. It is appointed by one conflict party nominating a member to the mediation board in writing to the board. The board shall ask the opponent within seven days to appoint a second member of the mediation board within 14 days. After being informed by the board within seven days the appointed mediators shall, within 14 days, appoint a chairperson of the mediation board. In case of a deadlock, the chairperson is determined by lot. Members of the mediation board may not be members of the institution of the association, the activity of which is substance matter of the mediated conflict.

3. The mediation board shall hear both parties and adopt its decision with simple majority. Its decision is binding for internal purposes of the association.

17: Voluntary dissolution of the association

1) Voluntary dissolution of the association can be decided in a general assembly only and requires two thirds majority of the votes validly cast.

In case of a dissolution of the association or in case of change of the charitable purpose, the assets of the association, after payment of all debts, shall be used for charitable purposes within the meaning of section 34ff Bundesabgabenordnung (Federal Tax Act). To the extent possible and admissible, it shall be handed over to institutions which pursue aims identical or similar as these association.

18 Miscellaneous

1. This association is established under Austrian law. The relationship between the association and its members are governed by Austrian law.

2. For the purpose of this statutes, “in writing” also means communication per email.