fmcad association

Constitution of the FMCAD Association

This is a non-binding translation of the statutes of the FMCAD Association (in German) and provided for convenience only.

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 501(c)(3) organization.

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

  1. The FMCAD Association achieves its declared purpose through:
    1. Scientific conferences (in particular the International Conference on Formal Methods in Computer-Aided Design), workshops, seminars, and summer schools.
    2. Talks, lectures, panels, meetings, and social gatherings.
    3. Publication of scientific articles and proceedings.
    4. Dissemination via a webpage, an archive of publications, and a mailing list.
    5. Printed material and recordings.
    6. Collaboration with other associations, organizations, corporations, educational institutions, universities, and individuals.
    7. 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).
    8. Establishing the structures, workspace, and personnel resources required to perform research and achieve the scientific purpose of the FMCAD Association.
  2. The budget to achieve the purpose of is derived from the following sources of funding:
    1. Grants and subsidies.
    2. Donations, gifts, other financial support.
    3. Interest and investment income.
    4. Reimbursement for participation in scientific events (such as conferences).
    5. Revenue from (scientific) events necessary for achieving the purpose.
    6. Sales of printed publications and conference proceedings (at cost).
    7. Sales of promotional material to members or conference attendees.
    8. Income from business ventures of the FMCAD Association (in accordance with the relevant legal provisions) and from shares in corporations.
    9. 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

  1. 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.
  2. Membership applications have to be directed in writing to the Executive Board; applications can be rejected without justification.
  3. All members of the Steering Committee of the FMCAD conference are honorary members.
  4. Membership ends with exclusion through the Executive Board, written resignation of the member, or death (or dissolution of the legal person).
  5. 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.
  6. Members are allowed to participate in the General Assembly.

Article V – Bodies of the Association

  1. The bodies of the FMCAD Association are: the Executive Board, the General Assembly, the Auditors, and the Arbitration Board.

Article VI – Executive Board

  1. Board Members and Election Procedure
    1. 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.
    2. 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).
    3. Members of the Executive Board are elected for an indefinite term. Former members of the Executive Board may be reelected.
    4. The Chairman represents the Executive Board; the CFO is the deputy of the Chairman.
    5. Other than death, the term of members of the Executive Board ends if they resign or are dismissed.
    6. The General Assembly can disolve the entire Executive Board or dismiss its members individually; the dismissal takes effect with the appointment of a successor.
    7. 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.
  2. Responsibilities of the Executive Board
    1. The Executive Board represents the FMCAD Association, taking on all responsibilities not assigned to any other body by the constitution, in particular:
      1. Preparation of an estimate, annual report, and financial statement;
      2. Preparation of the General Assembly meetings;
      3. Convocation of the General Assembly or Extraordinary General Assembly meeting;
      4. Administration of the assets of the FMCAD Association;
      5. Admittance, dismissal, cancellation of members;
      6. Hiring and termination of employees of the association;
      7. Report of changes of the constitution to the tax office, if tax exemption is affected.
  3. Responsibilities of Indivitual Board Members
    1. 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.
    2. The Chairman represents the association vis-à-vis third parties and authorities and presides at the General Assembly and Executive Board meetings.
    3. 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 .
    4. The Chief Financial Officer is responsible for the proper financial conduct of the association.
    5. 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.
    6. Members of the Executive Board may deputize for the Chairman or the Chief Financial Officer if authorized in writing (e.g., via email).
  4. Executive Board Meetings
    1. Executive Board meetings are convoked by the Chairman at least two weeks in advance.
    2. 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.
    3. 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.
    4. The Chairman presides at the meetings; the CFO is his deputy. In case neither Chairman nor CFO are present, the oldest board member presides.

Article VII – General Assembly

  1. The General Assembly has the following responsibilities:
    1. Acceptance of annual reports and discharge of the Executive Board from liability;
    2. Election and dismissal of the members of the Executive Board and the Auditors; approval of substitutes appointed by the board;
    3. Approval of legal transactions the members of the Executive Board and Auditors conduct with the FMCAD Association;
    4. Decisions about amendments of the constitution and the dissolution of the association;
    5. Decide how the assets of the association are to be used in case of dissolution or loss of purpose of the association.
  2. The General Assembly is held annually at the FMCAD conference.
  3. 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.
  4. 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 attached.
  5. 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).
  6. 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.
  7. Only resolutions concerning points of the agenda may be passed.
  8. The General Assembly has a quorum if it was invoked in accordance with the constitution. In general, resolutions are passed with a simple majority.
  9. Amendments of the constitution or the dissolution of the FMCAD Association require a supermajority of two thirds of the votes cast.
  10. The Chairman (or an authorized deputy) presides at the General Assembly meeting.

Article VIII – Audit

  1. 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 Auditors.
  2. 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.
  3. 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

  1. Disputes that arise within the association are resolved by the arbitration board.
  2. 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.
  3. The arbitration board decides by simple majority; all arbitrators need to be present, abstention is inadmissible.
  4. The head of the arbitration board announces the verdict, which has to include a justification and is final.

Article X – Dissolution

  1. 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.
  2. The General Assembly also decides on liquidation. Unless decided otherwise, the Chairman acts as liquidator and represents the association in the liquidation process.
  3. 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).
  4. Voluntary dissolution must be reported to the relevant authorties by the Executive Board within four weeks.