IIC International

The International Institute for Conservation of Historic and Artistic Works (IIC) was founded in London in 1950 to serve as an independent organisation for the promotion of professional contacts within the conservation community.
At present the organisation counts around 2500 members in 65 countries. Its publications are Studies in Conservation, Reviews in Conservation, News in Conservation and Art and Archaeology technical abstracts (AATA). Publications, symposia and international congresses, held every second year contribute towards a lively discussion and intellectual exchange.
In 2012, the congress took place in the city of Vienna, Austria.

IIC Austria

Established in 1978, IIC’s Austrian section currently counts c. 250 members. IIC Austria is a non-profit organisation which serves to promote conservation in all disciplines: the built heritage, museums, academies and free-lancing.
Activities involve:
• the publication of “Restauratorenblätter”, IIC Austria’s annual journal
• organisation of the Annual General Meeting.
• organisation of lectures and talks
• promotion of all relevant conservation disciplines to internationally recognised standards
• to advance international contacts within the profession

Every 4th year the General Assembly will elect a board of trustees, which consists of members from all conservation disciplines. Board meetings are held 4 times a year.

Articles of Association

§ 1 Name, location and type of activity

( 1 ) The name of the association is "The International Institute for Conservation of Historic and Artistic Works“ (IIC Austria) Austrian section " .
( 2 ) The registered office is situated in Vienna and its activities extend to the whole of Austria.
( 3 ) The establishment of branch associations is not intended.

§ 2 : Objectives
The Chartiy's objectives are to promote subject-specific conservation and research of the artistic and cultural heritage in the fields of heritage, museums, universities and freelance activities.
§ 3: the Charity's exsistes  to further its objectives

( 1 ) The purpose of the association shall be achieved by the non-financial and financial means as listed in paragraphs 2 and 3. Non-financial means are mainly
a ) talks and lectures, guided tours, meetings
b ) publications, in particular the publication of the " RESTAURATORENBLÄTTER – papers in conservation "

( 2 ) The necessary financial means will be provided by
a ) membership fees
b ) sale of publications
c ) Subsidies , donations , bequests and other contributions .

§ 4: Types of Membership

( 1 ) There are two categories of membership: full membership and honorary membership .
( 2 ) full members are defined as those who fully participate in the charity's work. Honorary membership will be appointed to person who display extrodinary services to the charity and / or the chartiy's objects .

§ 5: Acquisition of membership

( 1 ) All individuals, legal entities and unincorporated partnerships are entitled to obtain membership.
( 2 ) Admission of full members is granted by the Board of Trustees. Admission may be refused without giving reasons.
( 3 ) The appointment of an honorary member is made at the request of the Board of Trustees at the General Assembly .

§ 6: Termination of Membership

( 1) Membership is terminated if the unincorporated organisation ceases to exist, by voluntary resignation or exclusion, Membership ceases at the death of a member.
( 2 ) withdrawal of membership can be made at anytime in written form .
( 3 ) The Board is entitled to expel a member who has not paid their membership fee, despite having received two written notifications and after a reasonable period of grace, no longer than six months. Membership fees  remain payable if the member is  absent for any reason.
( 4 ) The exclusion of a member may be decided by the Board for any gross violations of  membership duties or dishonorable behaviour.
( 5 ) The withdrawal of honorary membership status may be decided on basis of paragraph 4 within the General Assembly on resolution of the Board.

§ 7 : Rights and Duties of Members

( 1 ) Members are entitled to participate in all events of the charity and to use its facilities. Election rights at the General Assembly as well as the active and passive right to vote is only given to full members .
( 2 ) Each member will be sent a copy of  the Articles of Association from the Board.
( 3 ) At least one tenth of all members may request the Board to convene an extraordinary general meeting.
( 4 ) At each general meeting members shall be informed of  the charity's activities and financial management by the Board. The Board shall, if requested and reasons given for such a request by at least one tenth of all members,  provide members with the information within four weeks.
( 5 ) The Board will provide a set of audited accounts to the members.  If this is done within the General Assembly , auditors shall be present .
( 6 ) Members are obliged to promote the charity's interests according to their ability and to refrain from any involvement that may be detramental to the charity's reputation and objectives.
(7) The charity's Articles and resolutions must be observed.
(8) Members are obliged to pay correct membership fees, by the due date.

§ 8: Institutional Bodies

The Charity's bodies are the General Assembly (§ § 9 and 10) , the Board (§ § 11 to 13) , auditors (§ 14) and the Arbitration (§ 15) .

§ 9: The General Assembly

( 1 ) The General Assembly is the "assembly of members " within the meaning of the Associations Act 2002. An Annual General Meeting will be held within the first half of each year.
( 2 ) An extraordinary General Assembly may be held upon
a . decision of the Board or the Annual General Assembly
b . written request of at least one tenth of all members ,
c . request of the auditors ( § 21 paragraph 5 , first sentence VereinsG )
d  decision of auditor/s ( § 21 paragraph 5, second sentence VereinsG , § 11, paragraph 2, third sentence of the Articles of Association )
e . decision of a court-appointed curator (§ 11 paragraph 2 last sentence of the Artiles of Association) and to be held within four weeks
(3)All members shall be invited to the Ordinary and any Extraordinary General Meetings. Invitations will be sent at least two weeks before and meetings.
It is the members responsibility to supply contact deatails and to state how they wish to be comntacted.  The invitation must include the agenda of the Meeting. The Meeting shall be convened by the Board ( paragraph 1 and paragraph 2 letter a - . C ) by the / an auditor ( para 2 lit d . ) or by a court-appointed curator ( para 2 lit e . ) .
( 4 ) Appeals to the General Assembly must reach the Board at least three days prior the day of the Meeting either in written form, by FAX e -mail.
( 5 ) Valid resolutions can only be made on points of the agenda. An exception to this is the request for an extraordinary General Meeting
( 6 ) All members are entitld to attend the General Meeting. Only full and honorary members are entiteld to vote. Each member's vote is counted as one vote. The transfer of the right to vote to another member is permitted if done so by written authorization .
( 7 ) The General Assembly shall constitute a quorum regardless of the number of members present.
( 8 ) Elections and resolutions within the General Assembly are usually made by a simple majority of valid votes. Decisions concerning an alteration of the charity's Articles or the dissolution of the charity itself, require a qualified majority of two thirds of valid votes .
( 9 ) the General Meeting shall be chaired by a Chairman,or  in absence, by the Deputy. Should the deputy be unable to attend, the most senior member present shall act as chair.

§ 10 : Tasks of the General Assembly

Duties of the General Assembly are :
a ) Resolution on the estimates;
b ) Receipt and approval of the financial annual report and accounts in presence of auditors;
c ) Election and dismissal of members of the Board and of auditors;
d ) approval of transactions between Auditors and the charity ;
e ) Discharge of the Board;
f ) determination of membership fees for full and extraordinary members ;
g ) awarding and withdrawal of honorary memberships;
h ) Resolution of amendments to the Charity's Articles as well as the voluntary dissolution of the Charity;
i ) discussions and decisions upon other points of the agenda.

§ 11: Board of Trustees

( 1 ) The Board consists of a maximum of 15 members, namely the Chairman, the Deputy Chairman, the Secretary, the Deputy Secretary, the Treasurer, the Deputy Treasurer as well as certain advisory boards .
( 2 ) The Board is elected by the General Assembly. If an elected member withdraws from all functions, the Board is entitled to co-opt a member to take their placer. Approval to do so must be sought within the next General Assembly. Should the Board dissemble without self-completion by co-opting or for an unpredictable long time, each auditor is obliged to call an extraordinary General Meeting for the purpose of electing a new Board. Should the auditor himself be unable to act, each full member who recognizes the emergency situation , may immediately make an appeal for the appointment of a curator at the competent court. The appointed curator shall convene an extraordinary General Meeting immediately.
( 3 ) The Board is appointed for four years ; Re-election is possible. Each function within the board is to be executed personally .
( 4 ) Invitations to Board Meetings will be in writing or verbally  by the Chairman, or in absence of the Chair by the Deputy Chairman. If the Chair and Deputy Chairman are  unable to do so because of absence, any Board member is entitled to call upon the Board to meet.
( 5 ) A quorum is formed  by 50% of all members invited to the Board Meeting.
( 6 ) Board decisions are made by a simple majority. In the event of a tie , the Chairman's vote shall be decisive .
( 7 ) The board shall consist of a Chairman, or in absence of the Chairman by the Deputy Chairman. If the Deputy Chairman is unable to head the Board for an unforseeable period of time, the meeting shall be taken most senior board member or the member who is appointed to do so by the majority of remaining board members
( 8 ) The function of a board members can only be terminated by dismissal ( Section 9) and withdrawal (para. 10) except for the end of the board members term of office and ill health
/death. (paragraph 3 )
( 9 ) The General Assembly may dismiss the entire Board or individual members at any given time. The dismissal shall be made effective with the appointment of a new Board/Board member.
( 10 ) Board members may resign in writing at any given time. Resignation has to be adressed to the Board , or in case of resignaton of the entire board to be adressed to the General Assembly.Withdrawal shall take effect upon the election or co-option (paragraph 2) of a successor.

§ 12 : Duties of the Board

The Board is responsible for managing the affairs of the Association . It acts as the " managing body " within the meaning of the Associations Act 2002. It is responsible for all tasks that are not assigned to another organ by the charity's Articles . The following matters are icluded in its scope:
( 1 ) Establishment of correct up to date accounting in  accordance with the requirements of the club icluding income/expenditure and to maintain a list of assets,as a minimum requirement ;
( 2 ) preparation of the annual estimates , the annual report and accounts ;
( 3 ) preparation and call of meeting of the General Assembly in cases of § 9 para 1 and para 2 lit. a - c of these Articles ;
( 4 ) Information to all members about the charity's activities , the charity's financial management and audited accounts ;
( 5 ) management of the charity's assets ;
( 6 ) admission and exclusion of full and extraordinary members;
( 7 ) Employment and dismissal of employees of the charity.

§ 13: Specific Duties of Individual Board Members

( 1 ) The Chairman will manage the regular business interests of the charity and will assisted o by the Secretary.
( 2 ) The Chairman will be the Representative of the Association. All documentation of the charity will be invalid unless signed by the chairman and  the secretary. In financial matters ( disposition of assets ) the signature of the Chairman and Treasurer is needed. Transactions between board members and the charity require the approval of another Board member.
( 3 ) Legal authorizations to represent the charity externally or to sign on its behalf, may only be granted by the board members as referred to in paragraph 2 .
( 4 ) In the case of an emergency the Chair is entitled to decide upon matters, even if they are within the scope of the General Assembly or the Board of trustees;  these decisions must be sunctioned afterwards by the relevant body of the charity .
( 5 ) The Chair shall preside over the General Assembly and the Board of Trustees.
( 6 ) The Secretary is responsible for recording protocolls at the General Meeting and meetings of the Board.
( 7 ) The Treasurer is responsible for the correct management of all the financial affairs of the Charity.
( 8 ) Should The Chair, Secretary or Treasurer be unable to act, their deputies will stand in.

§ 14: the Auditor

( 1 ) Two auditors are elected by the General Assembly for a term of four years.  Auditors may not be part of any other organisation  -with the exception of the General Assembly- whose activities are the subject of the audit.
( 2 ) The auditors task is the ongoing monitoring of business affairs  and control the Charity's financial management. with regards to accurate financial reporting and proper use of funds according to the Articles. The Board shall provide the auditors with all the financial accounts and documentation.  Auditors shall report to the Board on the results of the audit .
( 3 ) financial transactions between auditors and the charity must be approved by the General Assembly. Furthermore, the provisions of § 11 paragraph 8 to 10 apply to the auditors as appropriate.

§ 15: Court of Arbitration

( 1 ) the Charity's internal arbitration will be called upon for the arbitration of all disputes. It is a " mediation service " within the meaning of the Associations Act 2002, but no arbitration under § § 577 ff ZPO.
( 2 ) The arbitral tribunal shall be constituated of three ordinary members .The disputing party will nominate one member as arbitrator. Nomination has to be made in writing within 7 days, The board will invite  the other disputing party  to nominate an arbitrator  within 14 days. The nominated arbitrators will be elected within 14 days. A third member will Chair the arbitral tribunal. In case of a tie, a vote will decide the outcome of the discussions. To avoid a conflict of interests members of the arbitral tribunal shall not be part any activity within the organisation that has any association with the dispute.
( 3 ) The arbitral tribunal shall render its decision after hearing both parties and in presence of all members, by simple majority . The tribunal, given all evidence, will make the final decision regarding any dispute.

§ 16 : Voluntary Dissolution  of the Charity

( 1 ) The charity's voluntary dissolution  can only be decided upon within a General Meeting and by a two-thirds majority of valid votes.
( 2 ) The General Assembly will decide, if assets exist, how to distribute such funds. In particular, the General Assembly shall appoint a liquidator to take decisions as to who assets will be transfered to after any liabilities have been settled. These assets should  ,
be transferred to a similar n organization pursuing the same aims as the Charity. If this is not an option the assets should be used for chartiable purposes  .

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