BYLAWS

1. Name and Registered Office of the Association

1.1 The association shall be called Sub Sinus Musik Verein and its registered office is in Villach; its activities extend throughout Austria.

1.2 The establishment of branch associations is not intended.

1.3 Its scope of activities includes the promotion of art and culture, the support of talented and creative minds, and the organization of events and activities.

1.4 Any functional designations in these statutes are to be understood in all gender forms.

2. Purpose of the Association

2.1 The association, whose activities are not profit-oriented, aims to create an inspiring and creative environment for artists, musicians, videographers, and photographers. Our studio serves as a platform where we can freely develop our creative ideas. We take pride in producing unique and high‑quality music and video content.

2.2 The joint achievement of each member’s goals.

2.3 The creation and editing of creative works such as images, videos, musical pieces, and more.

2.4 The sharing and explanation of equipment and software, as well as the transfer of knowledge and experience.

2.5 The collective writing, performing, recording, and creation of art of all kinds.

2.6 The organization of events and activities to provide members with a stage to present their creative works.

2.7 According to its statutes, the association pursues exclusively and directly charitable purposes and is thus a public-interest association within the meaning of the applicable tax regulations (§§ 34 to 47 Federal Fiscal Code – BAO). Any activities not covered by §§ 34 ff BAO are entirely subordinate to the tax-privileged purposes and shall not exceed 10% of the total resources.

3. Means to Achieve the Association’s Purpose

3.1 The association shall employ the following ideal (non‑financial) means to achieve its purpose:

• Weekly social gatherings.

• Submission of suggestions and ideas.

• Independent further education and training through videos, seminars, courses, etc.

• Production of music and videos.

• Organization of events.

• Creation of platforms for exchange and networking.

• Provision of various instruments and equipment.

3.2 Full enumeration of the association’s concrete activities:

• Organizing and planning events and activities and developing project plans.

• Conducting public relations and promotion.

• Creating, setting up, editing, and posting on communication channels and social media.

• Organizing and planning members’ meetings.

3.3 The association shall use the following financial means:

• Entry fees and membership fees.

• Proceeds from events and association-owned enterprises.

• Sale of merchandise items, stickers, posters, photo, video, and audio material.

• Revenues from streams on various video and music streaming platforms such as Spotify, YouTube, Apple Music, etc.

• Donations, collections, sponsors, legacies, and other contributions.

3.4 If it serves the association’s purpose, the association is also entitled to:

• Participate in (charitable or non-charitable) capital companies.

• Use performance assistants according to § 40 (1) BAO or act as such itself.

• Pass on funds or other assets in accordance with § 40a(1) BAO to donation-eligible organizations with appropriate designation, provided there is at least one corresponding organizational purpose.

3.5 The association shall employ the following material means to achieve its purpose:

• Provision of premises, software, hardware, instruments, microphones for the production and playback of music or videos.

4. Types of Membership

4.1 The members of the association are divided into ordinary, extraordinary, honorary, supporting, youth, and passive members.

4.2 Ordinary members are (natural or legal) persons who support the association’s activities primarily through active participation in achieving the association’s purpose. They have full voting rights at members’ meetings and can hold offices within the association.

4.3 Extraordinary members are (natural or legal) persons who feel connected to the association’s purpose and support it mainly by paying an increased membership fee. They have full voting rights at members’ meetings and can hold offices.

4.4 Honorary members are natural persons who, due to special merits to the association, have been appointed by the members’ meeting. They have no voting rights nor can hold office.

4.5 Supporting members are natural persons who support the association financially or by other means. They have no voting rights.

4.6 Youth members are all persons under 18 years. They may participate in the members’ meeting and submit motions, but have no voting rights.

4.7 Passive members are members who support the association without active participation in activities or events. They have no voting rights.

5. Acquisition of Membership

5.1 Membership (except honorary membership) must be applied for in writing or orally to the board.

5.2 The board has the final decision on admissions. Admission by the board requires a unanimous vote. Admission may be refused without stating reasons.

5.3 Before the association is constituted, provisional admission is carried out by the founders. This membership becomes effective only upon constitution.

5.4 The applicant will be informed of the membership admission.

5.5 Honorary members are appointed at the request of the board or members at the members’ meeting.

6. Conditions of Membership

6.1 Membership ends upon death (or loss of legal personality for legal persons), voluntary resignation, removal, or exclusion.

6.2 Resignation may occur at any time and must be communicated to the board in writing or orally at least one month in advance. Late notifications are effective only from the next possible termination date.

6.3 The membership fee may be adjusted due to fixed costs such as premises, software, hardware, and monthly subscriptions. The adjustment is justified to ensure each member pays a fair equal share.

6.4 Removal from the membership list by the board is permissible if a member is in arrears for over three months despite three written reminders regarding membership fees, entry fees, or other payments. Reminders also serve to allow a response; a separate hearing is not required but may be requested by the member. Removal can be carried out by a designated board member without a separate resolution. Offsetting the association’s claims against the member’s counterclaims is not permitted.

6.5 Removal shall be communicated in writing. Outstanding obligations remain unaffected by removal. Removal may be reversed within one week by paying the outstanding amount.

6.6 Exclusion may be decided by the board at any time for good cause, particularly serious breach of member duty and/or dishonorable or association-damaging behavior that significantly impairs trust.

6.7 Exclusion may only be proposed by a board member. The member must be given the opportunity to respond. The decision shall be communicated with justification.

6.8 An excluded member may appeal to the internal arbitration board.

6.9 From the notice of exclusion until the final internal decision on appeal, the member’s rights are suspended, but obligations remain. All membership rights lapse from the date of departure.

6.10 Honorary membership may be revoked for the reasons mentioned in 6.5 by the members’ meeting at any time.

7. Rights and Duties of Members

7.1 Members are entitled to participate in all association events and to use its facilities in accordance with board guidelines.

7.2 Every member may attend members’ meetings. Active voting rights are held only by ordinary and extraordinary members, with adulthood as a requirement, and each ordinary member has one vote. Only ordinary members have the passive voting right for board membership.

7.3 Members must promote the association’s interests to the best of their ability and avoid actions that harm its reputation or purpose. They are bound by these statutes and the membership fees determined annually by the board.

7.4 Honorary members are exempt from entry fees and membership fees.

7.5 Participants at events may be required to pay a participation fee.

7.6 Members may schedule their weekly studio time, subject to coordination with others.

7.7 Members may decide the type and frequency of content they produce and are entitled to seek and expect help from fellow members.

7.8 Members may make wishes and suggestions for ideas and improvements.

7.9 Tools, equipment, and other items provided by the association or private individuals must be used responsibly, returned undamaged.

7.10 Any member may borrow association-provided tools or equipment with board approval.

7.11 Damage must be reported immediately to the responsible board member.

7.12 In joint projects, all involved members have equal decision-making rights.

7.13 Premises provided must always be kept clean, with waste sorted correctly.

7.14 If cleaning cannot be immediate, it must be done as soon as possible.

7.15 Keys to the association building are issued only to board and honorary members.

7.16 If a member becomes unable to pay due to unemployment, medical costs, or unexpected personal expenses, they must inform a board member as soon as possible.

8. Organs of the Association and Their Responsibilities

8.1 The organs work together to achieve the association’s goals and ensure effective organization. The organs are:

8.2 Members’ Meeting:

• Elects the board

• Approves the budget

• Amends the statutes

• Decides on important matters

8.3 Board:

• Responsible for strategic orientation

• Manages operations

• Represents the association externally

• Implements decisions of the members’ meeting

8.3 Social Committee:

• Takes care of member support

• Recruits new members

• Maintains the members’ list

8.4 Legal Audit:

• Develops and implements policies and programs

8.5 Financial Audit:

• Oversees income and expenses

• Audits transparent accounting

8.6 Specialist Departments:

• Handle and train on software, hardware, and tools

8.7 Arbitration Board:

• Settles disputes

• Manages confidential information

9. Members’ Meeting

9.1 The ordinary members’ meeting takes place four months after the beginning of the calendar year.

9.2 An extraordinary members’ meeting shall be held upon decision of the board or at the written request of at least two members or at the request of the legal auditor, within four weeks of receipt of the request.

9.3 All members must be invited to ordinary and extraordinary members’ meetings at least two weeks in advance in writing (by post, fax, or email). The invitation must include a preliminary agenda. The board is responsible for calling the meeting.

9.4 If the board is not functional or fails to fulfill its duty to call the meeting, the financial auditors are authorized and obliged to convene it in accordance with the statutes.

9.5 Additional agenda items may be submitted in writing by ordinary members up to three weeks before the meeting. Proposals to amend the statutes or dissolve the association can only be submitted by board members or a majority of the association’s members. If additional agenda items are submitted on time, the board must send the final proposed agenda to all members at least two weeks before the meeting.

9.6 Valid resolutions can only be adopted on agenda items.

9.7 All members may attend the meeting, but only ordinary and extraordinary members have voting rights. Proxy voting is allowed if authorization is given in writing to another ordinary member. One member may represent up to two others.

9.8 The meeting has a quorum if at least half of the voting members are present. If this is not the case, it will have a quorum 30 minutes after the scheduled start, regardless of attendance. Resolutions require a simple majority of valid votes cast.

9.9 Amendments to the statutes or resolutions to dissolve the association require a qualified majority of two-thirds of the valid votes cast.

9.10 The meeting is chaired by the chairperson of the association, or in their absence, the deputy. If both are absent, the oldest present board member chairs the meeting. The chairperson may admit guests to the non-public meeting.

9.11 Members’ meetings may also be held virtually (e.g., via video conference). In this case, the same rules apply as for in-person meetings. The technology used must ensure that all eligible members can participate. The decision on holding a virtual meeting and the technology to be used lies with the board.

9.12 If physical attendance is not possible or reasonable due to special circumstances, the meeting may also be held by phone or video conference.

10. Responsibilities of the Members’ Meeting

10.1 The members’ meeting is responsible for the following:

• Acceptance of annual reports and discharge of the board

• Election and dismissal of board members and approval of board co-options; election and dismissal of auditors

• Approval of legal transactions between board members/auditors and the association

• Decisions on amendments to the statutes and dissolution of the association

• Discussion and resolution of matters on the agenda

• Granting and revoking honorary membership

• The board must inform the members about activities and financial affairs. If at least 10% of members request it with justification, the board must provide the information within four weeks.

11. The Board

11.1 The board is the executive body of the association and consists of at least two and no more than six persons. It includes the chairperson, deputy chairperson, secretary, deputy secretary, treasurer, and deputy treasurer. The board may determine its own rules of procedure.

11.2 If a board member resigns during their term, the board may co-opt a replacement, subject to confirmation at the next members’ meeting. Co-opted members serve the remainder of the term. If the board ceases to function and does not co-opt replacements, the financial auditors must call an extraordinary members’ meeting for new elections.

11.3 If no auditors are available, any group of three ordinary members who recognize the emergency may call a meeting or apply for a court-appointed curator to do so.

11.4 Board members are elected by the members’ meeting for a term of four years and may be re-elected without limit.

11.5 Board meetings are called by the chairperson, or if absent, the deputy, at least two weeks in advance. If both are unavailable, any board member may call a meeting. Guests may attend without voting rights.

11.6 The board has a quorum when all members have been duly invited and at least two are present. Decisions are made by simple majority. In case of a tie, the chairperson has the casting vote. Board members may be represented by other board members.

11.7 The chairperson leads the board; the deputy steps in when needed.

11.8 A board member’s role ends upon death, dismissal by the members’ meeting, or resignation.

11.9 Resignation must be submitted in writing. If the whole board resigns, the resignation is addressed to the members’ meeting. It must not occur at an unreasonable time.

11.10 The treasurer alone may sign for financial transactions up to 50% of the account balance (after deducting rent and operating costs). For larger transactions, the chairperson’s co-signature is required.

11.11 (Duplicate clause) The treasurer has sole signing authority up to the 50% threshold, with the chairperson also required above this amount.

12. Responsibilities of the Board

12.1 The board is responsible for managing the association. Its responsibilities include:

• Preparing annual budgets, reports, and financial statements

• Setting membership fees and entry fees

• Preparing and calling members’ meetings

• Managing the association’s assets

• Admitting and expelling members

• Maintaining the members’ list

• Hiring and terminating employees

• Notifying the tax office within one month of any statute changes affecting tax status

13. Special Duties of Individual Board Members

13.1 The chairperson manages the day-to-day business of the association. The deputy chairperson supports them in their duties.

13.2 The chairperson represents the association externally. Written documents of the association must be signed by the chairperson to be valid. Financial matters require the signatures of the chairperson and one additional board member. Legal transactions between board members and the association require the approval of another board member.

13.3 Authorizations to legally represent or sign on behalf of the association may only be granted by the board members listed in paragraph 2.

13.4 In urgent cases, the chairperson may take independent action even in matters that fall within the competence of the general assembly or the board, at their own responsibility. Internally, such decisions must be approved by the appropriate organ of the association afterward.

13.5 The chairperson is the highest-ranking officer of the association. They represent the association, especially externally and towards authorities and third parties. They chair the general assembly and the board. In emergencies, they may act independently, but such actions require later approval by the competent association organ. They are also responsible for keeping the minutes of board and member meetings with the help of the chairperson.

13.6 The deputy chairperson shall represent and perform the chairperson’s duties in their absence.

13.7 The secretary records the minutes of the general assembly and board meetings.

13.8 The treasurer is responsible for proper financial management.

13.9 If the chairperson, secretary, or treasurer is unavailable, their deputies shall take over their duties, if appointed.

13.10 For association transactions not exceeding 50% of the account balance (after deducting rent and operating costs), the treasurer has sole signing and disposal authority. For larger amounts, the chairperson’s signature is also required.

13.11 (Duplicate clause – same as above.)

14. Financial Auditors

14.1 The association shall have two financial auditors, who must not be members of the association. They are elected by the general assembly for a term of four years. Re-election is permitted without limit. Legal transactions between the auditors and the association require approval by the general assembly.

14.2 The auditors must audit the financial management of the association regarding the correctness of the accounts and the statutory use of funds within four months of the preparation of the income and expense statement or the annual financial statement. The board must provide all necessary documents and information. The auditors report the results to the members’ meeting. The audit report must confirm proper accounting and statutory use of funds or highlight deficiencies or risks to the association’s existence. Self-dealings and unusual income or expenses must also be reported.

14.3 If the association is legally required to appoint an external auditor, that auditor assumes the duties of the financial auditors. This also applies in the case of voluntary dissolution.

15. Arbitration Board

15.1 In all disputes arising from the association relationship, the arbitration board shall decide.

15.2 The arbitration board consists of three persons, who do not need to be association members. They may not be members of any organ affected by the dispute (except the general assembly). Each party to the dispute appoints one arbitrator by notifying the board. If the board itself or the association is a party, the board must appoint the second arbitrator within fourteen days. If another member is involved, the board shall ask that member to name a second arbitrator within fourteen days of notice.

15.3 These two arbitrators appoint a third person to chair the arbitration board. If they cannot agree, the decision is made by drawing lots. The arbitrators must participate in the drawing. If a nominated arbitrator hinders the formation or functioning of the arbitration board, the nominating party must appoint a replacement within a reasonable period.

15.4 The arbitration board shall first attempt conciliation. If this fails, it shall issue a decision. The parties may be legally represented, but cost reimbursement is excluded. However, the board may recommend cost-sharing.

15.5 The arbitration board issues its decision with a simple majority when all members are present. The parties shall be given an opportunity to respond orally or in writing. A hearing may be held if deemed necessary. The board decides to the best of its knowledge and belief. The chairperson is responsible for issuing a written decision with reasoning. The decision is final within the association.

15.6 If the respondent fails to name an arbitrator within fourteen days of the request, or to appoint a replacement (see 15.3), this shall be considered acceptance of the request.

16. Requirements for Valid Resolutions by the Association’s Organs

16.1 A valid resolution requires at least 80% of all members to agree.

17. Dissolution of the Association

17.1 The voluntary dissolution of the association may only be decided at a general assembly with a two-thirds majority of valid votes.
This assembly must also decide – if assets are present – on the liquidation. It must appoint a liquidator and determine who shall receive the remaining assets after liabilities are settled.
These assets shall, as far as possible and permitted, be transferred to an organization with similar purposes, or otherwise to a charitable purpose.