Articles
of the association Common European Sustainable Built Environment
Assessment - Verein zur Förderung des Qualitätsbew usstseins für
Nachhaltigkeit in der gebauten Umw elt in Europa
Austria, ZVR 136000996
Agreed on the 20th of April 2015
Officially approved on 22nd of May 2015
Chapter 1: Name, organization, objectives, activities
Article 1: Name and legal status
“Association of Com m on Eur opean Sus tainable Built Environm ent As s es s m ent (CESBA)“ is
hereby constituted as a supra-confessional, supra-political and supra-national association according to the
Austrian Federal Law of Associations (Association Law 2002 - VerG) (NR: GP XXI RV 990 AB 1055 S. 97.
BR: 6614 AB 6615 S. 686.) StF: BGBl. I Nr. 66/2002.
The association is registered in the Central Austrian Registry of Associations under ZVR 136000996.
Hereafter abbreviated “CESBA”.
Article 2: Seat of association
CESBA is seated in A-6867 Schwarzenberg, Wies 929
Article 3: Languages
Official languages of CESBA are English, German, French, Italian and Slovenian. In conflict situations English is used as mediation language.
Article 4: Business year
The fiscal year is the calendar year.
Article 5: Aims
1) CESBA’s activity is charitable and not for profit, the association aims to:
a) Exchange of knowledge and experiences between public institutions, companies, business networks,
individuals and experts in the field of sustainable development in Europe and, if necessary, all over
the world.
b) Promotion of the innovation potential and competitiveness of the members.
c) Initiation and support of joint projects.
d) Participation in networks and companies, which serve the purpose of the association.
2) The aim of CESBA is to promote the development of a sustainable built environment in Europe. CESBA
follows the guidelines on sustainable growth as proposed by the UN-Conference of 1992 on Environment
and Development. Therefore CESBA wants to be Europe’s leading organization for the harmonization of
existing and future built environment assessment systems.
CESBA articles, page 2
The strategies and instruments to achieve the objectives are written down in the CESBA Guide. The
CESBA Guide will be revised at least every 5 years. The CESBA Guide is available for free on the wiki
www.CESBA.eu.
To achieve the goals, the association may establish an own branch office.
3) The association is working selflessly and does not pursue commercial purposes primarily and is not
geared towards profit. The association must accumulate assets for its statutory purposes only. Income is
incidental at best is to use solely for the fulfillment of the purpose of the association and may not be distributed to members. The association must follow none other than charitable purposes apart from completely minor activities.
Article 6: Means for achieving the purpose of the association
1) The purpose of the association is to be achieved by the non-material and material resources listed in
paragraph 2 and 3.
2) As non-material means (activities):
a) Gatherings and meetings to coordinate the interests of the association
b) Design a website, publication of newsletters, magazines etc.
c) Lectures, meetings, discussion evenings, publications
d) Contacts to associations and networks with similar goals and maintenance of the comradeship
e) Creation of conditions for the exercise of the purpose of the association
f)
Holding of social / cultural events of all kinds (E.g. CESBA Sprint workshops)
g) Holding of trainings and exercises
h) Holding of events for advertising by members
i)
Participation in events, local and abroad
j)
Participation in public / cultural events
3) The necessary material means shall be applied through:
a) Membership fees
b) Income from association events and activities
c) Rental and lease or on loan for own instruments (e.g. CESBA tools)
d) Donations, subsidies, legacies, sponsorship revenue, legacies, advertising, collections
CESBA articles, page 3
Chapter 2: Membership
Article 7: Modes of memberships
CESBA knows following kinds of memberships:
a) Public Institutions
b) Private Companies
c) Individuals
d) Supporting Members
Article 8: Public Institutions
1) Public Institutions are mainly umbrella organizations and networks, as well as research and science facilities, in majority public ownership or run for the public to use.
2) The application for admission as a Public Institution the Board decides by a two-thirds majority, without
justification.
3) The total voting weight of the Public Institutions in total is 60%.
Article 9: Private Companies
1) The application for admission as a Private Company, the Board decides by a two-thirds majority, without
justification.
2) Private Companies commit themselves to promote the aims laid down in these statutes and objectives.
3) The total voting weight of the Private Companies in total is 30%.
Article 10: Individuals
1) The application for admission as an individual, the Board decides by a two-thirds majority, without justification.
2) Individuals commit themselves to promote the aims laid down in these statutes and objectives.
3) The total voting weight of the Individuals in total is 10%.
Article 11: Supporting Members
1) The supporting membership is delivered after application.
2) Supporting Members commit themselves to promote the aims laid down in these statutes and objectives.
3) The supporting membership is for free, supporting members do not have voting rights.
CESBA articles, page 4
Article 12: Membership fee / Liability
1) The Public Institutions, Private Companies, and Individuals pay the membership fee adopted by the
General Assembly as an annual contribution.
2) The Supporting Members pay no membership fee.
3) The contribution is due end of March of the current year. Late payments are first applied on these.
4) The right to vote of a Public Institution, Private Company, or Individual rests, if it has at least an annual
contribution in the backlog.
5) The association shall be liable only with its fortune. A liability of members higher than the member contribution is excluded.
Article 13: End of membership
1) The membership ends by dissolution or death of the Member as well as resignation at the end of the
th
calendar year, if it exists in writing at the latest on 30 of September.
2) A member may be expelled permanently for cause, such as the violation of the articles of CESBA and/or
repeated conduct prejudicial to the best interest of the association. Suspension shall be imposed only
upon a two-thirds vote of the Board. The members facing suspension or exclusion shall have a hearing.
Full members can demand an appraisal by the general assembly, which will then make a final decision.
Article 14: Arbitrating Body
1) To the settlement of all disputes arising from the relationship of the association, the arbitration body is
called. It is a "conciliation body" within the meaning of the Austrian association law 2002 and no arbitration body after the Austrian §§ 577 ff ZPO.
2) The tribunal consists of three regular members of the association. To create an arbitration body one of
the parties in dispute must suggest a member of the association as a mediator to the Board in writing.
The Board then informs the other party in dispute within 7 days, so that he/she may suggest a member
of the association as mediator to the arbitration body within 14 days. After informing the arbitration body
within 7 days, the two appointed mediators elect a third full member of the association as chair of the arbitration body. In the case of a tie-vote, the decision between the appointees is drawn by lots. Members
of the arbitration body do not pertain to any organ whose activity forms part of the litigation, with exemption of the general assembly.
3) After a hearing of both parties in dispute under the presence of all members, the arbitration body files its
decision with a simple majority vote. The arbitration body decides in all conscience. Its decisions are final within the association.
Chapter 3: Organization
Article 15: The institutions
The institutions of CESBA are
a) General Assembly;
b) Board;
CESBA articles, page 5
c) Advisory Body
d) Financial Controller
e) Arbitrating Body
Article 16 General Assembly
1) The General Assembly is the supreme body of CESBA. It consists of the representatives of ordinary
members and meets at least once a year. The President invites the ordinary members by at least four
weeks previously, notifying of the draft agenda in writing by post or by email. The President guides the
meeting.
2) Additions to the agenda are to be applied for at least two weeks in advance. Further additions can be
decided at the General Assembly if recognized its urgency with the two-thirds majority of the representatives present.
3) Extraordinary meetings of the delegates are to convene, if at least 10% of the members request it. In
that case the President invites the ordinary members by at least three weeks previously, notifying of the
draft agenda in writing by post or by email. The President guides the meeting.
4) A decision protocol has to be written for each general assembly.
5) If public service announcements are required, they are made in legal form.
Article 17: Votes in the General Assembly
1) Each member is entitled to one vote at the general assembly. The representatives of Public Institutions
or Private Companies have on request to show the power of representation. Voting cannot be made by
means of a replacement.
2) The voting weights of each member are defined in article 8, 9, and 10. The Supporting Members have a
purely advisory capacity.
3) The General Assembly can make decisions also using the circulation procedures (by email, post or fax).
4) The Board may admit observers to the General Assembly.
Article 18: Tasks of the General Assembly
The General Assembly has the following tasks:
a) The Board and the Financial Controller have to be chosen for a period of two years; they remain in office until the election of a successor; If a person withdraws prematurely from office, the General Assembly assigns the replacement who will remain until the regular election occurs in the next General
Assembly meeting.
b) Approval of the work program and the budget;
c) To receive the annual reports of the Board and to advise;
d) To relieve the Board and, where appropriate, the executive management;
e) To decide on the annual contributions of the members and to approve the annual financial statements;
f)
To adopt rules of procedure, if necessary;
g) To approve the decision protocol of the previous meeting.
CESBA articles, page 6
Article 19: Board
1) The Board consists of
a) President
b) Vice-President
c) Treasurer
d) Recorder of the minutes
e) It can include one or two more members with specific duties
2) The board consists of at least one member Public Institution, one member Private company and a member Individual. Supporting members are invited as advisors.
3) The Board is elected by the General Assembly. If a selected member leaves the Board, the Board has
the right to co-opt another eligible member in its place. This obtain a subsequent approval at the next following General Assembly. If the Board fails at all or on unpredictable long time, each Financial Controller
is obliged to convene an extraordinary General Assembly for the purpose of the election of a Board immediately. If the Financial Controller is incapacitated to act, each ordinary member who recognizes the
emergency situation is obliged to apply immediately for a curator at the competent court, who has
promptly to convene an extraordinary General Assembly.
4) The Board directs CESBA within the meaning of the statutes and the decisions of the General Assembly.
It prepares guidelines and priorities in terms of objectives as described in chapter 1.
5) The Board is convened by the President at least one week beforehand in writing by post or by email,
notifying the agenda of the meeting.
6) The Board may meet in the form of a telephone conference.
7) The Board may adopt also decisions using the circulation procedure. In this case the principle of unanimity is obligatory.
8) The Board members can explain their resignation at any time in writing. The resignation goes to the
Board. In the case of withdrawal of the entire Board the resignation goes to the General Assembly. The
resignation becomes effective upon election or co-opting a successor.
Article 20: Duties of the Board
1) The Board can consult on all matters to be decided by the General Assembly and prepares applications
to the assembly. The Board fixes contents, time and place of important events.
2) The Board may appoint commissions or teams for completion of determined tasks.
3) The Board orders the management under application of article 22.
4) The decisions taken must be reported at each meeting of the Board.
5) In urgent situations the Board makes use of its special decision-making power. Any decisions made
must then be presented at once to the relevant organ in question for approval. If urgently required, the
President may take decisions without calling in the Board. These decisions must be presented at once to
the Board for approval.
6) The Board supervises the management and the administration of finances.
7) The Board signs declarations and statements in the name of CESBA with unanimous vote only, if they
comply with the aims of CESBA.
8) Business of a Board member on its own behalf or for another with the association (self-dealing) requires
the consent of another authorized member of Board.
CESBA articles, page 7
Article 21: Duties of the President
1) The President represents the association with individual drawing permission to outside authorities and
third parties.
2) The President shall preside at meetings of the General Assembly and Board meetings. The President
convene these meetings on time, notifying them of an agenda. In the event of conflict, the Board decides.
3) The President directs CESBA within the meaning of the articles, the decisions of the General Assembly
and of the Board. In case of indisposition the President will be represented by the first vice President.
4) The President submits an annual report to the General Assembly.
Article 22: The Advisory Body
1) The Board can establish an Advisory Body on majority vote. The composition of the Advisory Body will
be defined by the Board. The members of the advisory body do not have to be ordinary members of the
association.
2) The Advisory Body advices the Board in essential questions with regard to the previously defined field of
work.
3) The members of the Advisory Body may take part with advisory voice in the meetings of the Board. The
invitation occurs like to regular Board members. The members of the Advisory Body receive a summary
of the results of the Board meetings.
4) The Advisory Body has access to all information assigned to the field of application.
5) The Advisory Body can lay a report to the General Assembly.
Article 23: Treasurer
The Treasurer controls the proper management of the budget.
Article 24: Financial Controller
1) Two independent and unbiased persons are elected by the General Assembly for 2 years as Financial
Controllers. Re-election is possible. The Financial Controllers must not belong to any organ which activity is the object of the audit - with the exception of the General Assembly.
2) The Financial Controller controls the day-to-day business, as well as the audit of the financial management of the association regarding to the regularity of the accounts and the usage of funds along with the
articles. The Board has to submit the required documentation to the Financial Controllers and to furnish
the necessary information. The Financial Controller shall report to the General Assembly on the outcome
of the examination.
3) Transactions between Financial Controllers and CESBA needs the approval of the General Assembly.
Article 19 shall apply mutatis mutandis to the Financial Controllers.
Article 25: Decision-making and elections
1) The General Assembly and the Board have a quorum if they were invited properly.
CESBA articles, page 8
2) They make their decisions with single majority of the given votes, provided that these articles do not intend something else.
3) In case of a tie vote the President determines a final ballot.
4) For elections the Board and ordinary members are entitled to make suggestions. The ordinary members
inform the Board about the proposals or introduce their suggestions in the relevant meeting.
5) If more than one person is nominated, the voting will be done in writing.
6) If no candidate obtains absolute majority, a run-off ballot between the two candidates with the highest
number of votes is conducted, whereby the relative majority of votes decides the election. In case of a tie
vote, the election is repeated until a candidate obtains the majority of votes.
Article 26: Management and office
1) The General Assembly can decide on a management as a basic principle. The management is ordered
by the Board.
2) The management does the running activities on the basis of a management agenda.
3) The General Assembly can decide about the equipment in an office. The details about the office are decided by the Board.
Article 27: Financial competence
If the activities are not budgeted in advance, following budgeted restrictions exists:
a) Up to € 3.000 for the management;
b) Up to € 20.000 for the Board;
c) Amounts above have to be decided by the General Assembly.
Chapter 4: Change and interpretation of the statutes
Article 28: Amendments of articles
The General Assembly can decide upon changes of the articles by the two-thirds majority of the voices of the
present members. The text of the applied article amendment must be communicated at the latest four weeks
before the meeting of the members.
Article 29: Interpretation of the statutes
All languages of CESBA are equal when it comes to differences regarding the interpretation of articles. If the
different versions contradict at a text passage, the Board interprets the meaning of the given passage under
consideration of the Articles in all language versions.
CESBA articles, page 9
Chapter 5: Resolution and liquidation
Article 30: Dissolution and Liquidation
1) The voluntary dissolution of the association may be decided only at a General Assembly and only
with two-thirds majority of the valid votes. An application must not be decided as a complement to the
agenda.
2) This General Assembly has to decide the settlement, if the assets of association exists. In particular,
it has to organize a processor, who has to transfer remaining assets after covering the liabilities of
the association decision.
3) The members must not get back more than their contribution in kind or the mean value of the contribution, calculated by the date of the performance in case of their termination or dissolution of the association.
4) In the case of dissolution of the association (or with the loss of the previous beneficiary association
purpose within the meaning of §§ 34ff federal tax code (Bundesabgabenordnung)) the remaining assets has to be transferred for charitable purposes to a unit with same goals. This facility must use the
assets again only for charitable purposes within the meaning of §§ 34ff federal tax code.
5) The last Board has to announce the voluntary dissolution within four weeks after the decision of the
competent authority of the association in writing.
Chapter 6: Validity
These articles come into effect after approval of the Austrian registration office of associations.
CESBA articles, page 10