Constitution of the FMCAD Association
Article I – Name and Domicile
The FMCAD Association (formally FMCAD –
Verein zur Organisation der Konferenz
"Formal Methods in Computer-Aided Design")
is an incorporated non-profit organization (in accordance
with the Austrian Federal Fiscal Code) registered
in Austria (ZVR: 1532517415)
and domiciled in Vienna. Liability of the
association (and its officers and members) is limited to its assets.
Disclaimer: The FMCAD Association is not a recognized
Article II – Purpose
The purpose of the FMCAD Association is to support
and perform research and scientific activities
in the field of formal methods.
Article III – Activities to Achieve the Association's Purpose
- The FMCAD Association achieves its declared purpose through:
Scientific conferences (in particular the
International Conference on
Formal Methods in Computer-Aided
Design), workshops, seminars, and summer schools.
Talks, lectures, panels, meetings, and social gatherings.
Publication of scientific articles and proceedings.
Dissemination via a webpage, an archive of publications,
and a mailing list.
Printed material and recordings.
Collaboration with other associations, organizations,
corporations, educational institutions, universities,
To achieve its purpose, the FMCAD Association may
hold shares in non-profit organizations,
use or act as a vicarious agent, transfer funds
or assets or provide services (at cost) to
non-profit organizations with a matching purpose, or
fund stipends and prizes (to an insubstantial extent).
Establishing the structures, workspace, and personnel resources
required to perform research and achieve the
scientific purpose of the FMCAD Association.
The budget to achieve the purpose of is derived from
the following sources of funding:
- Grants and subsidies.
- Donations, gifts, other financial support.
- Interest and investment income.
- Reimbursement for participation in scientific
events (such as conferences).
- Revenue from (scientific) events necessary
for achieving the purpose.
- Sales of printed publications and
conference proceedings (at cost).
- Sales of promotional material
to members or conference attendees.
- Income from business ventures of the FMCAD
Association (in accordance with the relevant
legal provisions) and from shares in corporations.
- To achieve its purpose, the FMCAD Association
may employ personnel (at market salary),
including its members and officers
(for tasks outside their normal responsibilities
in the association).
The FMCAD Association must not compete with corporations
or organizations that are subject to taxation unless strictly
necessary to achieve its purpose; all above-mentioned activities
and any financial surplus must serve the charitable
purpose of the association.
Members of the association do not receive proceeds
or dividends from the association.
Article IV – Membership
Any individual or legal entity supporting
the FMCAD Association, either by actively contributing
to the purpose of the assocation
or through attending the FMCAD conference, can join the
the FMCAD Association as a member. The Executive Board
can nominate honorary members.
Membership applications have to be directed in
writing to the Executive Board; applications can
be rejected without justification.
All members of the Steering Committee of the
FMCAD conference are honorary members.
Membership ends with exclusion through the Executive
Board, written resignation of the member, or death
(or dissolution of the legal person).
Members have to uphold the constitution and support the
purpose of the FMCAD Association, and must refrain from
activities that cause damage to the association.
Members are allowed to participate in the
Article V – Bodies of the Association
- The bodies of the FMCAD Association are:
the Executive Board, the General Assembly, the Auditors,
and the Arbitration Board.
Article VI – Executive Board
- Board Members and Election Procedure
- The Executive Board is the managing body of the
FMCAD Association and comprises the Chairman,
the Chief Financial Officer (CFO), and up to three
additional Board Members.
The Executive Board is elected by the
General Assembly. It may replace leaving
members of the Executive Board with eligible
candidates (subject to approval in the
next General Assembly Meeting).
Members of the Executive Board are
elected for an indefinite term. Former
members of the Executive Board may be reelected.
The Chairman represents the Executive Board;
the CFO is the deputy of the Chairman.
Other than death, the term of members of
the Executive Board ends if they resign
or are dismissed.
The General Assembly can disolve the entire Executive
Board or dismiss its members individually; the dismissal
takes effect with the appointment of a successor.
Members of the Executive Board can resign at any
point in time as long as their resignation does not
cause damage to the association. The resignation
of individual members must be directed to the
Executive Board; the resignation of the entire board
is directed to the General Assembly. In case
the Executive Board comprises only two members,
the resignation takes effect with the
appointment of a replacement.
Responsibilities of the Executive Board
- The Executive Board represents the FMCAD Association,
taking on all responsibilities not assigned to any other
body by the constitution, in particular:
Preparation of an estimate, annual report,
and financial statement;
Preparation of the General Assembly meetings;
Convocation of the General Assembly or Extraordinary
General Assembly meeting;
Administration of the assets of the FMCAD Association;
Admittance, dismissal, cancellation of members;
Hiring and termination of employees of the association;
Report of changes of the constitution to the
tax office, if tax exemption is affected.
Responsibilities of Indivitual Board Members
The Chairman (as the most senior officer)
assumes the day-to-day business
of the FMCAD Association with support
of the CFO and the Board Members.
The Chairman represents the association
vis-à-vis third parties and authorities
and presides at the General Assembly and Executive
In case of imminent danger, the Chairman may
take actions (subject to later approval) that
would otherwise require the approval of the
General Assembly or the Executive Board .
The Chief Financial Officer is responsible
for the proper financial conduct of the association.
All members of the Executive Board are authorized
signatories of the FMCAD Association. Financial
matters require the signature of the Chairman
or the Chief Financial Officer.
Members of the Executive Board may deputize for
the Chairman or the Chief Financial Officer if
authorized in writing (e.g., via email).
Executive Board Meetings
Executive Board meetings are convoked
by the Chairman at least two weeks in advance.
Quorum is reached if all members of the
Executive Board have been invited and
at least half of them are present (all, respectively,
if the Executive Board comprises only two members).
Participation via video conferencing is permitted;
moroever, board members may confer their vote.
Resolutions are passed with a simple majority;
in case of a tie the vote of the Chairman decides.
In case the Executive Board comprises only two
members, decisions must be unanimous.
The Chairman presides at the meetings; the
CFO is his deputy. In case neither Chairman
nor CFO are present, the oldest board member
Article VII – General Assembly
The General Assembly has the following responsibilities:
Acceptance of annual reports and discharge
of the Executive Board from liability;
Election and dismissal of the members of the
Executive Board and the Auditors; approval
of substitutes appointed by the board;
Approval of legal transactions the members of the
Executive Board and Auditors conduct with the FMCAD
Decisions about amendments of the constitution and
the dissolution of the association;
Decide how the assets of the association are
to be used in case of dissolution or loss of purpose
of the association.
The General Assembly is held annually at the FMCAD
An Extraordinary General Assembly meeting has to be held
within four weeks
upon request of the Executive Board, the General Assembly,
the Auditors, or upon written request of one tenth of
the members of the FMCAD Association.
The General Assembly has to be convoked in writing
(by mail or email) by the Executive Board at least
three weeks in advance; a tentative agenda needs to be
If the Executive Board is incapable of taking action,
any three members of the FMCAD Association can convoke
the General Assembly (in accordance with the constitution).
Additions to the agenda can be requested by members
in writing up to two weeks before the General Assembly.
In this case, the Executive Board has to send a
finalized agenda one week before the meeting at latest.
Only resolutions concerning points of the
agenda may be passed.
The General Assembly has a quorum if it was
invoked in accordance with the constitution.
In general, resolutions are passed with a simple majority.
Amendments of the constitution or the dissolution of
the FMCAD Association require a supermajority of two thirds
of the votes cast.
The Chairman (or an authorized deputy)
presides at the General Assembly meeting.
Article VIII – Audit
The FMCAD Association has two Auditors
(not necessarily members of the assocation).
Auditors are elected annually by the General Assembly
and must not be members of the Executive Board.
In accordance with the Austrian Law on Associations, a
certified public accountant may take the role of the
The responsibility of the Auditors is to check
the financial statement and whether the use of
funds complies with the constitution.
They report (in writing) their verdict on
the past fiscal year to the General Assembly.
If mandated by §22 par. 2 of the Austrian Law on Associations,
a certified public accountant takes the role of the Auditors;
the association may also voluntarily entrust an accountant
with the financial audit.
Article IX – Arbitration Board
Disputes that arise within the association are
resolved by the arbitration board.
The arbitration board comprises three arbitrators
(not necessarily members of the association).
Each party in the dispute appoints one arbitrator;
these two arbitrators then elect a third person
as the head of the arbitration board –
a potential disagreement is resolved by lot.
The arbitration board decides by simple majority; all
arbitrators need to be present, abstention is
The head of the arbitration board announces the
verdict, which has to include a justification
and is final.
Article X – Dissolution
A voluntary dissolution of the FMCAD Association
can only be decided with a supermajority of
two thirds in an Extraordinary General Assembly
meeting convoked for this sole purpose.
The General Assembly also decides on
liquidation. Unless decided otherwise,
the Chairman acts as liquidator and represents the
association in the liquidation process.
In case of dissolution or loss of purpose
of the assocation, the remaining assets
must be used exclusively for charitable purposes
(in accordance with §34 & §35 Federal Fiscal Code).
Voluntary dissolution must be reported to the relevant
authorties by the Executive Board within four weeks.