§ 1: Name, location and field of activity
- The name of the Association is “Internationale Gesellschaft für Jazzforschung / International Society for Jazz Research”.
- It is based in Graz; its field of activity includes the entire world.
- The establishment of branch Associations is not planned.
§ 2: Purposes of the Association
The activities of the Association are not conducted for profit. It has the following aims:
- To collect and distribute means for the promotion of jazz research, and in particular for the support of young researchers in the field;
- to publish the series “Jazzforschung / Jazz Research” and “Beiträge zur Jazzforschung / Studies in Jazz Research” in cooperation with the Institute for Jazz Research at the University of Music and Performing Arts Graz, as well as other scientific publications;
- to organize conferences and working meetings with other jazz researchers, both Austrian and international, and with other interested individuals, and to organize lectures as well as musical performances;
- to cultivate, develop, and promote international relations in the field of jazz research.
§ 3: Means to achieve the aims of the Association
- The aims of the Association shall be achieved through the non-material and financial instruments named in Paragraphs 2 and 3.
- Non-material instruments include
- conferences, meetings, lectures, concerts and exhibitions;
- publication series (“Jazzforschung / Jazz Research”, “Beiträge zur Jazzforschung / Studies in Jazz Research” and other scientific publications);
- access to a faculty library, a media library, an archive, and a website.
- The necessary financial means shall be acquired via
- the collection of membership fees;
- donations, collections, subventions and subsidies, bequests, gifts, and other contributions.
§ 4: Types of membership
- Members of the Association are either full members, associate members, or honorary members.
- Full members are persons involved in the activities of the Association. Associate members are persons who chiefly support the aims of the International Society for Jazz Research in the form of membership fees. Honorary members are persons who have been thus designated by the Association in recognition of their service in promoting and supporting the Association.
§ 5: Acquisition of membership
- Any person or legal entity interested in the facilities and goals of the Association may become a member.
- Decisions on the admission of full and associate members shall be made by the Executive Committee. Admission can be refused without giving a reason.
- Appointment to honorary membership shall be requested by the Executive Committee and decided by the General Assembly.
§ 6: Expiration of membership
- Membership shall expire upon the death of a member (in the case of legal entities through loss of legal status), or through voluntary resignation or exclusion.
- Resignation may only take place on 31 December of a calendar year, and shall be communicated in writing to the Executive Committee by e-mail or letter, no later than 30 September (the postmark or sending date of the e-mail). If the letter of resignation is belated, the resignation will take effect on 31 December of the following year.
- A member can be excluded by the Executive Committee for nonpayment of membership fees for more than 24 months, after being sent three written reminders. Exclusion in such cases does not affect the excluded member’s obligation to pay the outstanding fees.
- A member can be also excluded by the Committee on grounds of grossly offensive or dishonest behavior. Members can appeal against an exclusion to the General Assembly. In such case, the right of membership is suspended until a final decision has been reached.
- At the request of the Executive Committee, the General Assembly may deprive an honorary member of their membership for the reasons mentioned in Paragraph 4.
§ 7: Rights and duties of a member
- Members are entitled to take part in all meetings of the Association and to the use of all its facilities. The right to vote in the General Assembly, and to stand for election, is reserved to full and honorary members.
- All members shall receive the current issue of the publication “Jazzforschung / Jazz Research”.
- Any member shall receive a copy of these Statutes upon request.
- Upon the request of at least one tenth of the members, the Executive Committee shall convene a meeting of the General Assembly.
- The Executive Committee shall present a report on the activities and financial standing of the Association at each meeting of the General Assembly. At the request of at least one tenth of the members, stating their grounds therefore, the Committee shall supply such a report within four weeks.
- The Executive Committee shall inform the members of the results of the closing of accounts. Should this take place in the General Assembly, the involvement of the Auditor(s) is required.
- All members shall promote the interests of the Association to the best of their ability, and refrain from any action that could harm the reputation or purpose of the Association. Members shall respect the Statutes and decisions made by the Bodies of the Association. Both full members and associate members are shall remit membership fees in the amount agreed upon in the annual meeting of the General Assembly.
§ 8: Bodies of the Association
The Bodies of the Association are the General Assembly (§§ 9 and 10), the Executive Committee (§§ 11 to 13), the Auditors (§ 14), the General Secretary (§ 15), and the Court of Arbitration (§ 16).
§ 9: The General Assembly
- The General Assembly is a “General Meeting” in the sense of the Austrian Association Law of 2002. The General Assembly shall meet annually, within the first three months of the calendar year.
- Extraordinary meetings of the General Assembly may take place
- by order of the Executive Committee oder der ordentlichen Generalversammlung,
- on the written request of at least one tenth of the General Assembly,
- at the request of the Auditors (pursuant to §21, Paragraph 5 of the Austrian Association Law);
- on the decision of one or both of the Auditors (pursuant to §21, Paragraph 5 of the Austrian Association Law and §11, Paragraph 2 of these Statutes)
- on the order of a court-appointed Trustee (pursuant to §11, Paragraph 2 of these Statutes)
within eight weeks.
- All members shall be invited by the Executive Committee in writing, via fax or e-mail (under the fax number or e-mail address provided by the member to the Society), to both the annual and to any extraordinary meetings of the General Assembly, at least four weeks before the date of the meeting. The determination of the meeting shall include announcement of the agenda. The meeting shall be convened by the President (Paragraphs 1 and 2, sections a-c), one of the Auditors Paragraph 2, section d) or a court-appointed Trustee (Paragraph 2, section e).
- Motions for the General Assembly shall be submitted in writing to the Committee at least three days before the date of the meeting.
- Valid decisions – except decisions on a motion to call an extraordinary meeting of the General Assembly – shall only be made according to the agenda.
- All members are entitled to participate in the General Assembly; however, only full and honorary members have the right to vote. Each member has one vote. The transfer of voting rights to another member by written authorization is permitted.
- The General Assembly has a quorum when at least six members are present. Attendance via video conference is also possible if the technical requirements are met.
- Elections and decisions on motions in the General Assembly shall be decided by a simple majority of votes. Decisions to dissolve the Association or to alter its Statutes shall require a two-thirds majority of all valid votes cast.
- The President shall function as Chair of the General Assembly. In the absence of the President, the First Vice President shall assume the Chair. In the absence of the President and First Vice President, the Second Vice President shall assume the Chair. In the absence of all three officers, the oldest member of the Executive Committee present shall assume the Chair.
§ 10: Responsibilities of the General Assembly
The General Assembly is responsible for the execution of the following tasks:
- Decisions on motions made before the General Assembly;
- reception and approval of the financial report and closing of accounts, with the participation of the Auditors;
- appointment to and removal from office of members of the Executive Committee and of the Auditors;
- approval of legal transactions between the Auditors and the Association;
- ratification of the actions of the Executive Committee;
- fixing of membership fees for full and for associate members;
- awarding and withdrawal of honorary membership;
- decisions to alter the Statutes and to voluntarily dissolve the Association;
- discussion and decisions on other questions on the agenda.
§ 11: The Executive Committee
- The Executive Committee consists of ten members: the President, the First and the Second Vice Presidents, the Secretary and his/her substitute, the Auditor and his/her substitute, and three advisory members.
- The Executive Committee shall be elected by the General Assembly. In the case of a Committee officer’s retirement from office, the Committee may co-opt an eligible member of the Association as a successor. This action shall be ratified at the next meeting of the General Assembly. If the Committee is not available for an indefinite period or permanently, without having co-opted a replacement, an Auditor must immediately call an extraordinary meeting of the General Assembly for the purpose of electing a new Executive Committee. If the Auditors are incapable of acting, any full member recognizing the situation must immediately request the appointment of a Trustee from the competent court of law; the Trustee shall be responsible for the calling of an extraordinary meeting of the General Assembly.
- The term of office of the Executive Committee is three years, or until a new Committee is elected. Previously elected members of the Committee can be re-elected. The officers of the Executive Committee are responsible for the personal execution of their duties.
- A meeting of the Executive Committee shall be called by the President, in the form of a written or personal invitation. In the President’s absence, one of the two Vice Presidents shall assume his/her function. If all three officers are incapable, a meeting may be called by any other Committee member.
- The Committee has a quorum when all members have been invited, and at least half of them are present.
- Committee decisions shall be rendered through a simple majority of votes; in the event of a tie, the vote of the Chairperson shall decide the question.
- The President is the Chair of the Committee. In the absence of the President, the First Vice President shall assume the Chair. In the absence of the President and First Vice President, the Second Vice President shall assume the Chair. In the absence of all three officers, the oldest member of the Executive Committee present shall assume the Chair.
- Except in cases of death and the end of a term in office (Paragraph 3), the function of an officer of the Committee shall expire only through his/her removal from office (Paragraph 9) or resignation (Paragraph 10).
- The General Assembly is entitled to remove the entire Executive Committee or any of its members at any time. This removal shall take effect with the appointment of the new President or Executive Committee member.
- The members of the Committee may, at any time, declare their resignation in writing. This resignation must be addressed to the Committee or, in the event of the resignation of the entire Committee, to the General Assembly. The resignation shall take effect only after the election or co-opting of a successor (Paragraph 2).
§ 12: Responsibilities of the Executive Committee
The Committee is responsible for the management of the Association and is a “management body” pursuant to the Austrian Vereinsgesetz of 2002. It is responsible for all duties not assigned to another Body, in particular:
- The establishment of an accounting system appropriate to the Association, including, at the least, a current record of income and expenditures and a list of assets;
- preparation of the agenda for the General Assembly, generation of the annual budget, the financial report, and the closing of accounts;
- convening the annual meeting and extraordinary meetings of the General Assembly;
- reporting to the members on the actions, finances, and closing of accounts of the Association;
- administration of the assets of the Association;
- admission and exclusion of members;
- hiring and dismissal of Association staff.
§ 13: Responsibilities of the officers of the Executive Committee
- The President shall lead the day-to-day management of the Association. The Secretary shall assist the President in matters of management.
- The President shall represent the Association externally. All written communications from the Association must be validated by the signatures of the President and Secretary, or, in matters involving the disposition of Association assets, the signatures of the President and the Auditor. Legal transfers between the members of the Committee and the Association shall require the ratification of another Committee member.
- Power of attorney to represent or sign for the Association externally may only be conferred by the Committee members named in Paragraph 2.
- In case of imminent danger, the President may issue directives independently, including on matters for which the Executive Committee or the General Assembly is normally responsible. Such decisions shall, however, require the subsequent approval of the competent Body.
- The President shall chair the General Assembly and Executive Committee.
- The Secretary shall keep the minutes of meetings of the General Assembly and the Executive Committee.
- The Auditor shall ensure the proper management of the Association’s finances.
- In the absence of the President, Secretary, or Auditor, that officer’s substitute shall assume the duties of the office.
- The advisory members shall consult with the Executive Committee on Association matters and assist the Committee in an organizational capacity. They shall offer recommendations on the strategic direction and further development of the Association.
§ 14: The Auditors
- Two Auditors shall be elected by the General Assembly for a term of three years. Auditors may be re-elected. They may not be members of any Body, with the exception of the General Assembly, whose activities it is their responsibility to audit.
- The Auditors shall be responsible for the regular supervision of all business matters and for the closing of accounts, concerning the correctness of financial reporting and the use of assets according to the Statutes. The Executive Committee shall provide the Auditors with all necessary documents and information. The Auditors shall report the results of their audit to the Executive Committee.
- Legal transactions between Auditors and the Executive Committee are subject to ratification by the General Assembly. In all other matters, the Auditors shall be subject to the regulations of §11, Paragraphs 8 – 10.
§ 15: The General Secretary
The General Secretary is in charge of the office of the Association and is authorized to sign all documents and correspondence of the Association.
§ 16: The Court of Arbitration
- The Court of Arbitration shall rule on all disputes concerned with the activities of the Association. It is a “mediation board“ pursuant to the Austrian Association Law of 2002, not a court of arbitration pursuant to §§ 577 et. seq. of the Austrian Code of Civil Proceedings.
- The Court of Arbitration shall consist of three full members of the Association, and be so structured that a disputing party shall identify a member as arbitrator in writing to the Executive Committee. Upon the Committee’s request, the other disputing party shall identify a member of the Court as arbitrator within 14 days. After notification by the Committee, the two identified arbitrators shall elect a third full member as Chair of the Court. In the case of a tie, the Chair of the Court shall be decided by casting lots. The members of the Court may not be members of any Body, with the exception of the General Assembly, whose activities are the subject of arbitration.
- After hearing both sides of the dispute, the Court of Arbitration shall decide by simple majority, to the best of its knowledge and in the presence of all of its members. Decisions of this Court are final within the Association.
§ 17: Voluntary dissolution of the Association
- The voluntary dissolution of the Association shall only be decided in a meeting of the General Assembly convened especially for this purpose, and shall require a two-thirds majority of all valid votes cast to take effect.
- This General Assembly shall also decide on the liquidation of any assets of the Association, after the payment of all liabilities, and shall appoint a liquidator to this purpose. This General Assembly shall designate the party to whom the liquidator shall transfer the remaining assets of the Society. Inasmuch as possible, and in accordance with applicable law, these assets shall be transferred to an organization with aims identical or similar to those of the Association; otherwise to social assistance.