Statutes of the Association SOS Children's Villages Hermann Gmeiner Academy

Preamble

The first SOS Children’s Village was founded by Hermann Gmeiner in Imst in 1949. Today it is the model of Hermann Gmeiner's idea of the SOS Children’s Village throughout the world.

The SOS Children’s Villages accommodate children who have lost their parents and need a new, permanent home or who, for various other reasons, cannot live with their parents. The SOS Children’s Village families deputize for the children’s biological relatives and provide them with this home.

The SOS Children’s Villages have set themselves the goal of raising abandoned children and children without parental care of all ethnic groups, cultures and religions in the framework of an SOS family and to lead them towards an independent life based on current values, to integrate them in society and to smooth the children’s way to a secure future.

A) THE SOS CHILDREN’S VILLAGE

Hermann Gmeiner’s SOS Children’s Villages educational concept is based on four principles:

The mother: Each child has a loving mother

The SOS Children’s Village mother builds up a close relationship with all children entrusted to her care and gives them the security, love and stability that all children need. She is a qualified professional who lives in an independent household together with her children and supports their development. She is familiar with and respects the family background, the cultural roots and the religion of each child.

Brothers and sisters: Family bonds are built

Girls and boys of different ages live together as brothers and sisters, while biological siblings always stay together and live in one and the same SOS Children’s Village family. These children and their SOS Children’s Village mother develop a lifelong emotional bond.

The house: Each family creates its own home

The house is the centre of family life – including its distinctive atmosphere, its rhythm and habits.

The village: The SOS Children’s Village family is a part of the community

Together the SOS Children’s Village families build a village community which provides a supportive environment for a happy childhood. The families exchange experiences and help each other.
They are integrated in the neighbourhood and contribute to the local community. In the family, the village and the community, each child learns to become an active member of society.

B) SOS YOUTH FACILITIES

The SOS youth facilities are necessary additional facilities of SOS Children’s Villages. They provide follow-up care after the young people leave the family-based care concept of the SOS family. Through professional care and guidance they help young people who have grown out of the SOS Children’s Villages or who are experiencing serious difficulties in leading an independent life.

C) SOS SOCIAL CENTRES

The family is the nucleus of each society. By supporting the family we help the children in these families to grow up in a stable environment and to contribute to society in a positive way when they are adults. With the programmes provided to the neighbourhood of the SOS Children’s Villages the SOS social centres help the children and mothers to improve their living situation and to support their families if need be. We try to prevent families from breaking up and children from being placed in out-of-home care. These programmes comprise the construction of day-care centres, kindergartens, mother-child centres, clinics and advisory centres.

D) SOS HERMANN GMEINER SCHOOLS AND VOCATIONAL TRAINING CENTRES

Completed and solid school education and vocational training are the prerequisites for young people to live an independent life. They are also an important basis for being able to care for their own children in a responsible way.

Wherever this is necessary and possible SOS-Kinderdorf International supports this by building schools and vocational training centres, which provide sound education and training to the children from SOS facilities and the neighbourhood.

E) CATASTROPHES AND WARS

In catastrophes and wars SOS Children’s Villages can provide help with emergency relief programmes for a limited time.

§ 1 Name and headquarters

The association is called “SOS Children’s Villages Hermann Gmeiner Academy” and has its headquarters in Innsbruck.

§ 2 Purpose

The association is a non-political, charitable institution and does not pursue any profit-making goals. It promotes adult education and/or the vocational and further training of adults within the framework of the SOS idea in order to support and implement it. In addition, it focuses on the collection and analysis of the development of the SOS Children’s Villages in order to distribute and consolidate the idea.

§ 3 Means to maintain the spirit and values

In order to maintain the spirit and values of SOS Children's Villages, the association runs the Hermann Gmeiner Academy, which is a place of encounter dedicated to maintaining, consolidating and distributing the idea of SOS Children's Villages for all staff members and friends of the SOS Children’s Villages organisation.

To serve this purpose the association focuses on the following tasks in particular:

I. Being a sort of "alma mater" offering guidance to SOS Children’s Village
mothers/fathers and other staff of the SOS Children’s Village organisation.

II. Implementation of events and/or seminars, conferences and meetings which serve various forms of vocational and further training to all staff members as well as encounters of friends of SOS Children’s Villages and partner organisations. The Hermann Gmeiner Academy provides the required teaching and learning materials.

III. Public relations work through documentation and publication

a) The association documents the historical development of SOS Children’s Villages. To do so, relevant pictures as well as audio and text documents are sought, revised, collected, archived, analysed and made accessible to a broad and interested SOS and non-SOS public.

b) Publication of partly academic papers and documents which take the work in the SOS facilities in particular consideration.

c) Presentation of SOS Children’s Villages as a socio-educational model of youth welfare.

d) Presentation of SOS Children’s Villages as an organisation which unites different peoples; shaping social ideas in terms of peace and understanding.

e) Providing a library and archives on topics regarding SOS to all SOS staff members.

IV. Organisation and implementation of Hermann Gmeiner days. These include conventions, meetings or seminars which promote the ongoing integrative development of the SOS Children’s Village idea.

V. Honours and awards of SOS Children’s Villages to people who have rendered outstanding services regarding the SOS Children’s Village idea.

VI. Exchange of expert knowledge and cooperation with other organisations working in the field of child and youth welfare.

§ 3a Funds

The funds required to serve the purpose of the association are raised through:

I. Income from services provided in the context of events

II. Contributions and voluntary donations from third parties, member associations of the SOS Children’s Village organisation throughout the world as well as from public funding

III. Income from sponsoring activities

IV. Revenues from the assets of the association

§ 4 Membership

I. The association is made up of

a) ordinary members

b) extraordinary members

c) honorary senators

II. Ordinary members are SOS Children’s Village organisations or natural persons who by virtue of their function at SOS Children’s Villages play a major role for the Hermann Gmeiner Academy. New ordinary members are admitted by the board of directors upon application by a board member.

III. Extraordinary members are natural persons who have rendered outstanding services regarding the SOS Children’s Village idea. New extraordinary members are admitted by the board of directors upon application by a board member.

IV. A person who has rendered outstanding services to the association and fulfilled his tasks in a special way can become an honorary senator of the association. Nomination takes place by the board of directors upon application by a board member.

§ 5 Rights and duties of the ordinary members, regulations for extraordinary members and honorary senators.

I. The ordinary members are entitled to participate in the events of the association „SOS Children’s Village Hermann Gmeiner Academy“. Ordinary members have a vote in all decisions to be made at the General Assembly.

II. The ordinary members are obliged to promote the fulfilment of the tasks of the association by their active participation and to further and promote its statutes as well as the decisions made by the organs of the association within the framework of the statutes in a sustainable way.

III. Extraordinary members and honorary senators are to support the association from the ideational point of view.

§ 6 Termination of membership

I. The membership of the ordinary and extraordinary members and honorary senators ends

a) upon their death; in case of legal persons upon their dissolution;

b) by a voluntary, written notice of resignation;

c) by exclusion.

II. Honorary senators, ordinary and extraordinary members can be excluded from the association through a decision of the board of directors when their further membership would harm the reputation of the association or when they would grossly violate the interests and goals of the association. This decision requires a two-third majority of the board of directors. The member or honorary senator involved can appeal at the arbitration board. The appeal puts off the exclusion.

§ 7 Organs

The organs of the association are:

I. the General Assembly

II. the Board of Directors

III. the executive director

IV. the auditors

V. the arbitration board

§ 8 The General Assembly

I. The General Assembly consists of the ordinary members. The General Assembly is chaired by the President or, in case of him/her being absent, by the Vice-President.

II. The General Assembly makes its decisions in open votes based on the majority of the ordinary members attending the assembly. In the event of a tied vote the vote of the President is decisive. A legal person exercises its right to vote by a representative whom he has given the power of attorney.

III. Except for the case of dissolution of the association, the General Assembly has a quorum regardless of the number of the attending ordinary members. To make changes to the statutes, a two-third majority of the attending ordinary members is required. At least two board members must be present.

IV. The General Assemblies are convened by the President at least once a year. The invitations including the agenda are sent out by mail at least four weeks prior to the General Assembly. If agreed in advance, the invitation and any further communication may also take place electronically.

V. Extraordinary General Assemblies are convened by the President when required. An extraordinary General Assembly must be convened if at least one tenth of the ordinary members express this wish.

VI. The course of the General Assembly and the decisions that are made are to be recorded in the minutes, which must be signed by the attending board members and the secretary in charge of the minutes.

§ 9 Tasks of the General Assembly

The General Assembly is in charge of all matters regarding the association in so far as they are not the responsibility of the board of directors.

The General Assembly is responsible for:

I. passing resolutions in terms of changes in the statutes

II. electing the board members

III. electing two auditors

IV. approving the financial report of the association presented by the board of directors as well as for approving the board of directors

V. accepting a report of the final auditor in accordance with § 21 sect. 5 of the statutes of the association

VI. appointing a special auditor in accordance with § 25 sect. 1 of the statutes of the association

§ 10 The Board of Directors

I. The Board of Directors is the executive body in accordance with the current statutes of the association.

II. The Board of Directors consists of the President, the Vice-President and at least two other members. The executive director participates in the board meetings and has an advisory voice.

III. The General Assembly elects the board members by secret ballots for a period of four years. Re-election is possible. The board members elect the President and the Vice-President from their midst, also for a period of four years.

§ 11 Tasks of the Board of Directors

I. Together with the executive director the board of directors is in charge of running the association. The board of directors can decide on a set of rules of operation regarding the tasks of the executive director.

II. The board of directors prepares the discussions at the General Assembly and ensures that the decisions made by the General Assembly are carried out accordingly.

III. The board of directors makes its decisions in meetings or – if no member of the board protests against such a procedure or if at least three members participate – by phone, by circulation procedure or electronically. In its meetings the board of directors has a quorum when half of its members – including the President or the Vice-President – are present.

IV. The board of directors decides by the majority of the attending members. In the event of a tied vote the vote of the President is decisive.

V. To prepare its decisions the board of directors may invite experts who have an advisory function during their meetings.

VI. The procedure of the board meeting as well as decisions made by phone, by circulation procedure or electronically are to be recorded in minutes that are to be signed by the President or the Vice-President and the secretary in charge of the minutes.

VII. The President chairs the board of directors. He ensures that the executive director carries out the decisions accordingly. If he is unable to do so, he is deputized by the Vice-President.

VIII. Together with the executive director, the President, or if he is unable to do so, the Vice-President represents the association to the outside world.

IX. Legally important business matters must by signed by the President together with the Vice-President or by the President or the Vice-President together with the executive director.

§ 12 The Executive Director

I. The board of directors appoints the executive director who is in charge of running the current operations. He/she is responsible to the board of directors regarding the current operations of the association. He/she is employed by the association and signs as its executive director. He/she is the superior of all the employees of the association. He/she ensures that the decisions made by the General Assembly and the board of directors are carried out. He is obliged to report to these organs.

II. Within the framework of his/her competences the executive director can entrust individual persons with carrying out certain tasks independently

§ 13 The auditors

I. The General Assembly elects two independent and impartial auditors for a period of one year. They can be re-elected. They cannot be members of the board of directors but do not have to be members of the association either.

II. The annual accounts must be presented five months after the end of the respective financial year at the latest. Following this, the auditors must carry out an audit within four months after drawing up the cash-based accounting or balance and the asset statement and/or the annual accounts.

The audit includes:

a) checking the correctness of the accounts

b) making sure the application of the means was carried out according to the statutes

c) a statement on unusual income and expenditure, in particular on self-dealings when board members conclude a deal with their own association

III. If the incoming obligations exceed the available means, the auditors have to point out that the existence of the association is threatened.

IV. The results of the audit are to be recorded in a report which is passed on to the board of directors. The board of directors is to ensure that the possible shortcomings are eliminated and that measures against the threatened existence of the association are taken.

V. Within the framework of the General Assembly the board of directors informs the ordinary members on the audit. The auditors are to be included in this process.

VI. If during two subsequent years the income or expenditure is higher than 3 million euros, a final auditor is to be appointed. Only sworn auditors and/or accountants can be appointed as final auditors.

§ 14 The arbitration board

I. Conflicts within the association can be brought before the arbitration board upon request. The arbitration board must try to reach an agreement between the two conflicting parties within a period of six months at the most, granting both sides ample occasion to present their cases. Once the six-month period has ended, the parties can still take ordinary legal action.

II. The arbitration consists of three members who do not necessarily have to be members of the association. Each conflicting party must nominate a member for the arbitration board within eight days and inform the board of directors. The two members elect a third person with legal training to be president of the arbitration board. If the two members of the arbitration board cannot agree on a president, one of the two nominees is assigned president by lot. All members of the arbitration board must be unbiased regarding the case at hand.

III. The result of the arbitration is decided by simple majority. Abstentions are not permissible.

§ 15 Liquidation of the association and lapse of the charitable cause

The voluntary liquidation of the association can only be achieved by a general assembly convened expressly for this purpose. The resolution in favour of liquidating the association requires a qualified two-thirds majority of the valid votes and an attendance of a minimum of two thirds of all ordinary members. The liquidation of the association or the lapse of the charitable cause leads to the distribution of the association's assets among the following associations, providing they fulfil all prerequisites of charity as stipulated in Art. 34ff of the Austrian Federal Fiscal Code.

SOS-Kinderdorf Deutschland e.V., 45%
Hermann Gmeiner Fonds Deutschland e.V. , 45%
SOS-Kinderdorf, 10%

These are obliged to use the assets for charity as stipulated by Art. 34 ff of the Austrian Federal Fiscal Code.

The last board of directors of the association is obliged to announce in writing the voluntary liquidation of the association to the competent authority on associations, as well as the appointment of a liquidator for the remaining assets of the association, his/her name, place of birth, date of birth and current postal address and the date on which the liquidator's capacity of representation commences, within four weeks of the liquidation (see Art. 28 section 2 of the Austrian Law of Associations 2002). Until the central associations register is active, the voluntary liquidation must be announced in an official newspaper within four weeks of the liquidation (see Art. 28 section 3 of the Austrian Law of Associations 2002).

These statutes become effective as of 11 February 2008, in compliance with the resolution of that same date of the General Assembly, barring a prohibition by the authority in charge of the register of associations.

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