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Agency Statutes:
(as per 12/2004)
"Agency for the Promotion of
Objective Media Analysis"
§ 1 Name, registered office and scope of functions
§ 2 Purpose
§ 3 Means of achieving Agency’s purpose
§ 4 Types of membership
§ 5 Acquisition of membership
§ 6 Termination of membership
§ 7 Rights and obligations of members/a>
§ 8 Agency institutions
§ 9 General Assembly
§ 10 Scope of functions of General Assembly
§ 11 The Executive Board
§ 12 Scope of functions of General Assembly
§ 13 Specific duties of individual Executive Board members
§ 14 Controller
§ 15 Arbitration Board
§ 16 Termination of the Agency
§ 1 Name, registered office and scope of functions
(1) The Agency carries the name of “Agency for the Promotion of Objective
Media Analysis”
(2) The registered office is in Vienna and its functions
extend to the whole of Austria
(3) There is no intention to establish branch agencies.
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§ 2 Purpose
The Agency, whose area of activity is not for the purpose of profit, purposes:
(1) scientific investigation, studies and analyses of media throughout Austria,
studies of expectations, response and behavior, including demographic studies
of the targeted area, the preparation, instigation, implementation, scientific
monitoring and publication of results, and the making available of data of
such analyses;
(2) the promotion of scientific and independent research in the print media
sector and that of advertising and communication;
(3) The Agency shall undertake no activity as described in paragraph 1 for
individual members or in the individual interests of member groups. Individual
members from the media or advertising sector may supplement general questionnaires
and studies, within the realm of possibilities, with more detailed special
or additional questions as required and in exchange for cost recovery, or
implement temporary more-detailed samples, in as far as this is compatible
with the objective neutral character and the methodological approach of the
agreed studies.
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§ 3 Means of achieving Agency’s purpose
(1) The Agency's purpose should be achieved by means of the ideals and/or
material means described in paragraphs 2 and 3.
(2) Ideal means are all those that serve to or appear necessary for the reasonable
fulfillment of the Agency’s purpose, in particular, lectures, information
presentations, social gatherings, issuing of publications,
setup of internet forums, establishment of an archive or library, or making
a counting service available.
(3) The funds necessary to cover the costs generated as a result of the implementation
of its tasks, in particular costs for investigations, studies, analyses and
publications, should be raised:
- Entry fees,
- Membership
fees,
- Payments
from sponsor pledges and
sponsorship acceptance
- Entitlement
to fees for the use of
study results and counting services
- Entitlement
to fees for the implementation of surveys using individually structured
questionnaires
- Donations,
other benefits.
The Executive
Board shall determine the rate of membership fees and possible entry fees.
The Agency’s Executive Board is entitled to come to agreements about the pre-financing
of costs for investigations, studies, analyses and publications, in particular
with the Gesellschaft zur Förderung unabhängiger Marktforschung GmbH (Agency
for the Promotion of Independent Market Research Ltd.), and for this purpose
to come to an agreement on the relinquishment of costs for members and third-parties,
in as far as
no additional costs are generated for individual members
(advances, additional payments). Special activities of members, such as the
purchase of additional questionnaire pages and stockpiling of interviews
shall be paid by the respective member.
(4) Investigations/Studies:
The investigations, studies, analyses shall be awarded to the contracted institutes/study
centres and executed in all openness, including new methodological approaches,
exclusively in accordance with the criteria
of impartiality, objectivity, and transparency in the media sector and for
the purpose of maximization of use from an economic perspective. The Agency
obligates the contracted institute/professionals to pass on data and information
gained through the implementation of the contract
to members or third parties only with the Agency’s agreement.
Access to the original data material shall be reserved for the Executive Board
in its capacity as representative of the Agency. The Executive Board shall
decide about the type of publication and the scope of the data to be published,
as well as the type of counting service.
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§ 4 Types of membership
(1) The members of the Agency are divided into regular, exceptional (“promoting
members") and honorable members.
(2) Regular members are those who fully participate in the Agency’s work.
Exceptional members are those who promote the Agency’s activities primarily
by paying a higher member contribution.
Honorable members are those people who are thus named as a result of special
services to the Agency.
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§ 5 Acquisition of membership
(1) All physical people as well as legal entities willing to contribute without
limitation to the realization of the Agency's purpose may become members of
the Agency.
(2) The Executive Board shall decide about the admittance of regular and exceptional
(“promoting”) members. Applications for admittance must be submitted to the
Executive Board. The decision shall be communicated to the applicant in writing
within a reasonable period of time. Admittance may be denied without
disclosure of reasons. Entry fees shall be determined by the General Assembly.
(3) The naming of an honorary member shall be undertaken by means of an application
made by the Executive Board at the General Assembly.
(4) The initial admittance of members shall take place before the formation
of the Agency through the proponents. This membership shall be effective with
the formation of the Agency.
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§ 6 Termination of membership
(1) The membership lapses in the event of death, through the loss of the legal
personality for a legal entity, upon voluntary withdrawal and upon expulsion.
(2) Withdrawal may only be effected at 31 December of each year. It must be
communicated in writing to the Executive Board at least six months prior.
Should the announcement be delayed, it shall be effective as at 31 December
of the following year. In the case of uncertainty, the verifiable postmarked
date of the withdrawing party’s written notice shall be valid. The withdrawal
does not however affect member's obligations that result from the investigations/studies,
analyses as described in
§ 2 and any commitments that have resulted or future commitments that will
result there from.
(3) The Executive Board may exclude a member if
(a) in spite of two written warnings giving notice of the setting of an appropriate
extension of time, the member is more than two months in arrears with payment
of the membership fees or the established fees. The obligation to pay the
owed membership fees or the set fees remains unchanged.
(b) a member severely neglects other member obligations or contravenes the
ordinance or the interests of the Agency.
(4) The derecognizing of an honorable membership may be determined by the
General Assembly by means of a request by the Executive Board for the reasons
named in para. 3(b).
(5) The ruling on the exclusion/derecognizing of membership shall be communicated
to the affected member by
registered letter. The excluded member may, within one month of the delivery
of the ruling, submit an appeal to the General Assembly, which shall make
the final decision. The membership rights shall remain inactive until their
decision has been made, the
appeal has no suspending effect. There shall be no right of appeal for the
derecognizing of an honorable membership.
(6) Those members who have resigned, withdrawn or been excluded have no entitlement
to Agency funds. Their obligation to pay outstanding fees and their commitments
owing as a result of completed investigations, studies, analyses, which were
in existence when the resignation, withdrawal or exclusion came into effect,
remain unchanged. They are obligated to participate in any such studies in
as far as is required.
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§ 7 Rights and obligations of members
(1) Members shall be entitled to participate in all
Agency events. Only regular and honorary members shall be entitled to the
right to vote in the General Assembly and have active and passive voting rights.
Legal entities exercise the
right to vote and the right to stand for election through statutorily authorized
person(s) or persons with written authorization from the statutorial representatives.
(2) Members shall be obligated to promote the interests of the Agency within
their means and to refrain from anything that could damage the Agency’s image
and
purpose. The Agency’s statutes and the resolutions of the Agency’s institutions
must be observed. The regular members are obligated to punctually pay the
entry fee and the membership fees in the amount determined by the Executive
Board.
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§ 8 Agency institutions
The Agency’s institutions are the General Assembly, the Executive Board, the
Controller and the Arbitration Board.
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§ 9 General Assembly
(1) The regular General Assembly shall take place at least once a year at
a location determined by the Agency.
(2) An exceptional General Assembly shall take place within four weeks of
and based on a decision of the Executive Board or the regular General Assembly
or upon the written valid request of at least one tenth of the members entitled
to vote, or the request of the Controller.
(3) All members shall be provided with a written invitation to the regular
as well as the exceptional General Assemblies at least two weeks prior to
the date. The invitation may be in the form of a letter or sent as an e-mail.
The postmarked date or the date an e-mail was sent shall be the relevant date.
The setting of the General Assembly shall be stated in the agenda. Convening
shall be undertaken by the Executive Board.
(4) Requests for a General Assembly shall be submitted to the Executive Board
at least seven days before the date of the General Assembly.
(5) Valid resolutions – with the exception of those requesting the calling
of an exceptional
General Assembly – may only be adopted within the protocol of the agenda.
(6) All members shall be entitled to participate and vote at a General Assembly.
Each member shall have one vote. The transfer of a vote to another member
by means of a written authorization shall be permitted.
(7) Resolutions may be adopted at a General Assembly if one half or more of
the members entitled to vote or their representatives are in attendance. Should
the General Assembly not have a quorum at the set time, the General Assembly
shall take place 30 minutes later with
the same agenda, through which resolutions may be adopted without consideration
of the
number of members in attendance.
(8) The elections and adoption of resolutions in the General Assembly shall
take place as a rule based on the majority of votes. The vote of the Chairman
shall be decisive in the case of an equal number of votes. Resolutions
through which the Agency’s statute is be changed shall require a qualified
majority of two thirds, changes in the statute requiring unanimity are those
whereby individual members are granted special rights or exceptional positions,
as well as the adoption of resolutions whereby the fundamental guidelines
on the implementation of investigations, studies, analyses, and research contracts
are changed. Resolutions on the dissolution of the Agency shall require a
qualified majority of two thirds of the submitted valid votes.
(9) The chairmanship in the General Assembly shall be held by the Chairman,
and in his absence his representative. Should he also be prevented from attending,
the chairmanship shall be held by the Executive Board member present of longest
standing.
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§ 10 Scope of functions of General Assembly
The General Assembly shall be charged with the following functions:
(a) Election, appointment and supersession of the members of
the Executive Board and the Controllers;
(b) Acceptance and approval of
the statement of accounts and the balance sheet;
(c) Adoption of a resolution on the preliminary estimate;
(d) Approval of legal transactions between Executive Board members and Controllers
with the Agency;
(e) Discharge of the Executive Board;
(f) Adoption of resolutions on fundamental guidelines on the implementation
of investigations, studies, analyses, research contracts as described in §
2, which in consideration of § 3, para. 4 of necessity determine that no methodology
or question may be
rejected, even if it has to date never been used, that upon the securing of
finances the implementation definitely takes place, regardless of individual
interests;
(g) Conferment and derecognizing of honorable membership; Decisions on the
appeal of excluded members;
(h) Adoption of resolutions on the changes of statutes;
(i) Adoption of resolutions on the formation of advisory
boards;
(j) Adoption of resolutions on the voluntary dissolution of the
Agency and the application of the possible assets;
(k) Consultation and adoption of resolutions on any other questions on the
Agenda.
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§ 11 The Executive Board
(1) The Executive Board consists of 4 members, the Chairman, the Chairman's
representative, the Secretary, and the Treasurer.
(2) The Executive Board shall be elected by the General Assembly. The Executive
Board elects the Chairman, the Chairman's Representative, the Secretary, and
the Treasurer
from amongst themselves. The Executive Board has the right to replace a member
who has resigned with another member, who is entitled to be elected, whereby
the retroactive approval shall be acquired in the next General Assembly. Should
the Executive Board be incomplete
without having replaced the missing members for an indefinite period of time,
each controller is obligated to immediately call an extraordinary General
Assembly in order to elect a new Executive Board. Should the Controllers also
be incapable of acting or unavailable, every regular member who recognizes
the emergency situation must immediately make a request for a curator at the
court having jurisdiction, who is required to immediately call an exceptional
General Assembly.
(3) The Executive Board’s term shall consist of two years. Reelection shall
be permitted. Only Agency members and physical persons may be elected to the
Executive Board. Should the membership lapse or a member take a leave of absence,
the Executive Board function shall automatically terminate.
(4) The Executive Board shall be summoned by the Chairman, or his representative
in the case of his being prevented, in written or oral form, by fax or by
mail. Should the representative also be prevented for an unforeseeable amount
of time, every other Executive Board member may summon the Executive Board.
(5) The Executive Board has a quorum if all of its members were invited and
at least half of them are present.
(6) The Executive Board shall adopt a resolution with a simple majority; the
vote of the Chairman shall be decisive in the case of equal amounts of votes
submitted.
(7) The chairmanship shall be held by the Chairman, and in his absence his
representative. Should he also be prevented, the chairmanship shall be held
by the Executive Board member present with the longest standing.
(8) Other than in the event of death and the expiration
of the period of function, or the loss of Agency membership, the function
of an Executive Board member shall expire upon divestiture and resignation.
(9) The General Assembly may divest the entire Executive Board or a single
Board member at any time of their office. The divestiture shall become effective
upon the appointment of the new Executive Board or Executive Board member.
(10) Executive Board members may declare their resignation in written form
at any time. The resignation shall be directed to the Executive Board, and
in the case of the resignation of the entire Executive Board, to the General
Assembly.
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§ 12 Scope of functions of Executive Board
The Executive Board is responsible for the administration of the Agency. It
is responsible for all tasks that are not assigned with statutes to another
Agency institution. The following concerns in particular fall under the Executive
Board’s operational sphere:
a) Preparation of an annual estimate and the formulation of the statement
of accounts;
b) Preparation and calling of the regular and exceptional General Assemblies;
c) Administration of the Agency’s assets;
d) Adopting of resolutions on admission fees; establishment of the amount
of admission fees and membership fees
for regular members; e) Acceptance and exclusion of Agency members;
f) Hiring and dismissal of employees or
members of the Agency.
g) Preparation of rules of internal policy and procedure;
h) Awarding of offers for investigations, studies and analyses; decisions
on the form and extent of the publication of investigation results and the
making available of the data and counting service.
i) Suggestions for proposals to the General Assembly and suggestions for the
formation of advisory boards.
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§ 13 Specific duties of individual Executive Board members
(1) The Chairman shall represent the Agency in all external interests. The
Agency’s written copies require the signature of the Chairman and the Secretary,
for financial affairs (= asset disposals) that of the Chairman and the Treasurer.
Legal transactions between Executive Board members and the Agency require
in addition the approval of the General Assembly.
(2) Legal authorizations, to represent the Agency externally or to underwrite
for it,
may only be granted exclusively by the functionaries named in § 13
para. 1.
(3) Should there be a danger of defaulting, the Chairman shall be entitled
to instigate regulations independently and under his own responsibility, even
in affairs that fall under the operational sphere of the General Assembly
or the Executive Board; however, these require the retroactive approval of
the Agency institution responsible.
(4) The Chairman shall hold the Chairmanship of the
General Assembly and of the Executive Board.
(5) The Secretary shall support the Chairman in the administration of the
Agency's affairs. His responsibilities are
maintenance of the protocol for the General Assembly and the
Executive Board.
(6) The Treasurer is responsible for the orderly
management of the Agency’s finances.
(7) Should they be prevented from fulfilling their duties, the Chairman, Secretary
and Treasurer shall substituted by their representatives.
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§ 14 Controllers
(1) The two Controllers shall be elected from the General Assembly for a period
of two years. Reelection shall be permitted. The
Controllers may not be members of the Executive Board.
(2) The Controllers shall be responsible for the continuous monitoring of
business transactions and the revision of the statement of accounts. They
must report the results of the revision to the General Assembly.
(3) The regulations governing the ordering, deselect ion and the withdrawal
of institutions shall also be valid for the Controllers.
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§ 15 Arbitration Board
(1) Settlement of all disputes within the Agency shall be the responsibility
of the Arbitration Board, with the exception of the exclusion of a member.
(2) The Arbitration Board shall consist of three regular Agency members. The
protocol shall be that the party wishing to introduce an arbitration process
shall inform the Executive Board in writing of the name of the member appointed
by him to be the arbitration judge, while naming the other party and the purpose
of
arbitration process.
. Upon the request of the Executive Board within 14 days, the other disputing
party shall make known his selected member of the Arbitration Board within
14
days.
. Several parties on one side of the dispute shall request a common arbitration
judge per side. After agreement by the Executive Board, the arbitration judges
selected shall elect a third regular member within 14 days to be the Chairman
of the Arbitration Board. Should a party not name an arbitration judge or
the arbitration judges selected
by the two parties not come to an agreement on a Chairman or several respondent
members do not select a common arbitration judge, the selection shall be made
by the President of the Vienna Bar Association from the members' district
or by the arbitration judge listed in the arbitration judge list of the Vienna
Bar Association’s Court of Arbitration.
(3) The arbitration judges shall be obligated to confidentiality and shall
disclose all circumstances that may influence their impartiality towards the
parties. The Arbitration Board shall determine the procedure under consideration
of the
fundamental principle of a two-sided hearing and shall come to a decision
in the presence of all its members with a simple majority of vote. Decisions
shall be made to their best knowledge and conscience and in consideration
of the Agency-internal low-cost principle.
(4) Should the Agency internal procedure not be concluded within 6
months of the receipt of the summons directed to the opposing party to name
an arbitration judge and to enter into the arbitration process, or the disputing
parties
not have reached an arbitration agreement as stated in § 577 ff of the civil
process order or according to the regulations of the Arbitration Board of
the Vienna Bar Association, normal legal proceedings may be undertaken for
legal disputes.
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§ 16 Dissolution of Agency
(1) The voluntary dissolution of the Agency may only be adopted in an exceptional
General Assembly, which has been convened for this purpose, and only with
a two thirds majority
of the submitted valid votes. Should this quorum not be achieved at the time
convened, another General Assembly shall take place no earlier than 14 days
later, at which time the decision shall be made regarding dissolution without
consideration of the number of members in attendance
based on a simple majority.
(2) This General Assembly shall decide about the liquidation of the Agency
assets, should there be any. In particular it must appoint a liquidator and
adopt a resolution as to whom he must
assign the remaining Agency assets after the covering of liabilities. Should
the General Assembly not adopt a resolution as to the application of any available
assets, the remaining Agency assets shall be used for university institutions,
independent research
or other charitable organizations or purposes as stated in
§§ 34 of the Federal Tax Code.
(3) The last Agency Executive Board shall supervise the liquidation of the
Agency, in as far as it is not the liquidator itself, and produce a final
cash report and controlling report
providing written notice to the responsible security board of the voluntary
dissolution within four weeks of adopting the resolution. It shall be furthermore
obligated to announce the voluntary dissolution within the same period of
time in an official statement.
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