§1 - Name, registered office and area of activity
1) The association bears the name "HFA - HAPIMAG HOLIDAY CLUB FOR SHAREHOLDERS“- ZVR - number 033085072 at the Federal Police Directorate Vienna.
2) It has its seat in Vienna and representation abroad (contact persons).
3) The association's activities are carried out in the interests of Hapimag shareholders without restriction to their place of residence.
4) The association holds a B share no. 26.555 of Hapimag-Aktiengesellschaft CH 6349 Baar and therefore has voting rights in this company.
§2 - The association aims
1) The promotion of the Hapimag idea, including the opportunity to go on vacation by purchasing a membership in Hapimag AG., Baar, in one of the Hapimag holiday resorts.
2) The registration of Hapimag shareholders.
3) Representing their interests vis-à-vis Hapimag AG. Baar, Switzerland and its organs.
4) Its activity is not aimed at profit.
§3 - means to achieve the purpose of the association
1) The purpose of the association should be achieved through the ideal and material means mentioned in paragraphs 2 and 3.
2) The ideal means are:
a) giving lectures on Hapimag plants;
b) Discussions about the plans and actions of the Board of Directors and the management of Hapimag as well as the management of the holiday resorts;
c) Advising and supporting members in safeguarding shareholder rights, using, acquiring or selling legal rights issues;
d) The issuance of notices (circulars to members).
3) The necessary material resources should be raised by:
a) membership fees and membership fees;
b) donations at events;
c) other donations.
§4 - Types of membership
1) Members of the association are divided into: a) ordinary,
b) extraordinary and
c) Honorary members.
2) Full members have voting rights at the general meetings of the association and can participate in the association's work.
3) Extraordinary members have no voting rights, but can participate in the events of the association by paying an increased membership fee.
4) Honorary members are persons who are appointed for special services to the association.
§5 - Acquisition of membership
1) Ordinary members of the association can be all physical and legal persons who own Hapimag shares (e.g. shares or vacation pass).
2) Extraordinary members are physical or legal persons who are interested in the Hapimag holiday idea.
3) The board makes the final decision on the admission of ordinary and extraordinary members. The recording can be refused without giving reasons.
4) The honorary member is appointed by the General Assembly at the request of the Board.
§6 - termination of membership
1) Membership expires upon death, in the case of legal entities through loss of legal personality, through voluntary resignation, through deletion and through exclusion.
2) The withdrawal can only take place at the end of the year (December 31) each year. It must be communicated to the board at least two months in advance, by October 31 of the year. If the notification is delayed, it will not take effect until the next departure date.
3) The board can delete a member if, despite warnings, the payment of the membership fee is more than six months behind. The obligation to pay the due membership fees remains unaffected.
4) The board can rule out a member from the association if the interests and goals of the association are grossly violated. Appeals to the General Assembly against the exclusion are permitted. The membership rights remain pending their decision.
5) Withdrawal of honorary membership can be decided by the general assembly upon the request of the board for the reasons mentioned in paragraph 4.
§7 - Rights and obligations of the members
1) The members are entitled to participate in all events of the association and to use the facilities of the association. Only ordinary and honorary members are entitled to vote in the general assembly, as well as the active and passive right to vote.
2) The members are obliged to promote the interests of the association to the best of their ability and to refrain from doing anything which could impair the reputation and the purpose of the association. You have to observe the statutes of the association and the decisions of the association's organs. Ordinary and extraordinary members are obliged to pay the membership fees on time in the amount decided annually by the General Assembly.
§8 - Association organs
The organs of the association are:
1) The General Assembly (Sections 9 and 10),
2) the board (§§ 11 to 13),
3) the invoices auditor,
4) the secretariat,
5) the arbitral tribunal.
§9 - The General Assembly
1) The Annual General Meeting takes place annually until May 31, at least 3 weeks before the Annual General Meeting of Hapimag-AG. Baar instead.
2) An extraordinary general assembly is to be scheduled if Hapimag-AG. Baar, also arranges one, or within six weeks at the decision of the board or at the request of at least ten percent of the members or at the request of the invoices auditor.
3) Both the ordinary and extraordinary general meetings must be invited to all members in writing at least three weeks before the date. The general assembly must be scheduled, stating the day's rules. The meeting is convened by the Management Board.
4) Proposals for the General Assembly must be submitted to the Executive Board in writing at least 14 days before the date of the General Assembly.
5) Valid resolutions - with the exception of those relating to an application for the convening of an extraordinary general assembly - can only be made in accordance with the agenda.
6) All members are entitled to attend the General Assembly. Only ordinary and honorary members are entitled to vote. Each member has one vote. Legal entities are represented by a proxy. The transfer of voting rights to another member by means of a written authorization is permitted.
7) The General Assembly has a quorum if half of all voting members or their representatives are present (see Paragraph 6). If the General Assembly does not have a quorum at the appointed time, it will take place fifteen minutes later with the same agenda, which is quorate regardless of the number of people present.
8) The elections and resolutions in the General Assembly are usually held by a simple majority of votes. Decisions to change the statute of the association or to dissolve the association require a qualified majority of two thirds of the valid votes cast.
9) The chairman is chaired by the general assembly, on his behalf by his deputy. If this is also prevented, it is chaired by the oldest board member.
§10 - Tasks of the general assembly
The following tasks are reserved for the General Assembly: 1) Acceptance and approval of the accountability report and the conclusion of the investment;
2) Appointment and dismissal of the members of the board and the invoices auditor;
3) fixing the amount of the membership fee and membership fees for ordinary and extraordinary members;
4) awarding and withdrawing honorary membership;
5) decisions on appeals against exclusions from membership;
6) Resolution on changes to the statutes and the voluntary dissolution of the association;
7) Advice and discussion on other items on the agenda, in particular on motions for the next general meeting of Hapimag-AG.
§11 - The board
1) The board consists of at least seven members, namely the chairman and his deputies, the representatives in all non-Austrian countries, the secretary and his deputy, the treasurer and his deputy. Management board functions can only be carried out by people who own or within the Hapimag family association
(e.g. shares or vacation pass).
2) When an elected member leaves the board, the board has the right to co-opt another elected member instead. Subsequent approval at the next general assembly must be obtained.
3) The term of office of the board is four years. In any case, it lasts until the election of a new board. Retired board members can be re-elected.
4) The board is convened by the chairman or, in his absence, by one of his deputies in writing or orally.
5) The board is quorate if all of its members have been invited and at least half of them are present.
6) The board of directors takes its decisions with a simple majority of votes. In a tie vote, the chairman decides.
7) The chairman presides, if one of his deputies is prevented. If these are also prevented, the chair is the responsibility of the oldest member of the Board of Directors present.
8) Except as a result of the death and expiry of the term of office (Paragraph 3), the function of a member of the Executive Board expires through removal (Paragraph 9) and resignation (Paragraph 10).
9) The general assembly can remove an entire board or individual members at any time.
10) The board members can declare their resignation in writing at any time. The notice of withdrawal is to be sent to the Board of Directors, or in the event of the entire Board of Directors resigning, to the General Assembly. The resignation only becomes effective with the election or co-opting (para. 2) of a successor.
§12 - Tasks of the board
The board is responsible for the management of the association. It has the tasks that are not assigned to another body by the statutes. The following matters in particular fall within his sphere of activity: 1) The accountant or his deputy draws up the accountability report and the conclusion of the invoices and the associated obligation to provide information to the members;
2) preparation of the general assembly, convening ordinary and extraordinary general assemblies;
3) administration of the association's assets,
4) Admission, exclusion and deletion of club members,
5) Nomination of individual members to support the board.
§13 - Special obligations of individual board members
1) The chairman is the highest club official. He is responsible for representing the association. In particular, representing interests vis-à-vis Hapimag-AG Baar, its organs and facilities, as well as authorities and third parties. He chairs the General Assembly and the Board. In the event of imminent danger, he is also entitled to make independent orders on his own responsibility in matters that fall within the sphere of influence of the General Assembly or the Executive Board; however, these require subsequent approval by the responsible association body.
2) The secretary has to support the chairman in the management of the association's business. He is responsible for keeping the minutes of the General Assembly and the Board.
3) The treasurer is responsible for the proper management of the association. He is responsible for prescribing, checking and issuing reminders for membership fees.
4) The cashier can subscribe all transfers via club accounts alone.
5) In the event of being prevented, the deputy, secretary and treasurer are replaced by their deputies with the same powers.
§14 - The Invoices Examiner
1) The two invoices examiners are elected by the General Assembly for a period of four years. Reelection is possible
2) The invoicing examiners are responsible for the ongoing business control and the verification of the conclusion of the invoices. You have to report to the General Assembly on the result of the review.
3) For the rest, the provisions of section 11 subsections 3, 8, 9 and 10 apply mutatis mutandis to the invoices auditor.
§15 - The Secretariat
The association can set up a secretariat at the discretion of the board. The secretariat is responsible for handling the day-to-day business of the association. Its work must be carried out according to the ideas and instructions of the board. The secretariat (the employee) is only authorized to sign for activities not falling under § 13.
§16 - The arbitral tribunal
1) The arbitral tribunal decides in all disputes arising from the association relationship.
2) The arbitral tribunal is made up of five regular association members. It is formed in such a way that every dispute within 14 days informs the board of directors of two members as arbitrators. These elect a chairman of the arbitral tribunal with a majority of votes. With equality of votes among those proposed lots.
3) The arbitral tribunal makes its decisions in the presence of all its members with a simple majority of votes. It decides to the best of my knowledge and belief. His decisions are final.
§17 - dissolution of the association
1) The voluntary dissolution of the association can only be decided in an extraordinary general assembly called for this purpose and only with a two-thirds majority of the valid votes cast.
2) This general assembly must also - if there are association assets - decide on the liquidation. The liquidation proceeds go to a charitable community.