Bylaws

Download here the Bylaws of Vinyl Alliance (PDF in German and English)

 

Articles of Association Vinyl Alliance

 

ART. I NAME, REGISTERED OFFICE

§ 1.1 The Association shall bear the name “Vinyl Alliance–Verein zur Förderung des Mediums Schallplatte”(translates to: association for the promotion of the medium vinyl records) and shall be entered in the register of associations.

§ 1.2 The Association is based in Vienna.

 

ART. II FINANCIAL YEAR

§ 2.1 The financial year begins on 1 January and ends on 31 December.

 

ART. III OBJECT OF THE ASSOCIATION

§ 3.1 The object of the Association shall be to bring the Vinyl record industry together to ensure the comeback of the format by formulating a strategic approach to promote vinyl records as a premium consumer experience in an era of streaming. It creates and participates in events and activities that:
(a) Create and promote a sustainable value proposition for vinyl records;
(b) Commit to a high-quality, holistic consumer experience;
(c) Educate consumers in the art of “expressive/ tactile” music;
(d) Invest in effective activities with strong leverage effects;
(e) Share knowledge and streamline efforts; and
(f) Develop the format of vinyl records and find new marketing operations to promote the format.

§ 3.2 The objects of the Association shall, in detail, be realized by the following measures:
(a) Exchange of experience and opinions amongst the Association members.
(b) Joint decision-making of the Association members for a collective appearance at trade fairs, exhibitions and conferences.
(c) Commissioning of expert service companies to organize and execute trade fairs, exhibitions and conferences.

§ 3.3 The funds of the Association may only be used for the objects as specified in the articles. The members shall not receive any payment from the Association’s funds. Nobody may be favored by outlays that are outside the object of the Association or by disproportionately high remuneration. The Association shall not pursue economic objects.

§ 3.4 In the case of dissolution of the Association or the revocation of the legal capacity the assets of the Association shall be equally divided amongst the registered members at the time of dissolution or revocation of legal capacity.

 

ART. IV MEANS TO ACHIEVE THE OBJECT OF THE ASSOCIATON

§ 4.1 The necessary funds should be raised through membership fees and donations.

 

ART. V TARGETGROUPS

§ 5.1 The association serves 8 different target groups:
(a) Media Content
(b) Consumer-Hardware
(c) Musicians
(d) Technology
(e) Production
(f) Vinyl-Production Hardware;
(g) Retail
(h) Sponsors

 

ART. VI MEMBERSHIP
§ 6.1 There shall be Founding, Premium, Regular, Individual,and Press/ Associationmemberships in the Association (all together, the “members”).

(a) Founding member is for any person, or entity, who became a member when the association was founded. Founding membership contribution per year shall be paid in accordance with the Subscription System (members of this category are hereinafter referred to as a “Founding member”);
(b) Premium membership isfor anypersonor entity, willing to contribute actively for the Association. Premium membership contribution per year shall be paid in accordance with the Subscription System (members of this category are hereinafter referred to as a “Premium member”);
(c) Regular membership is for any person,or entity who do not want to contribute actively, but who want to support the objects and aims of the Association. Regularmembership contribution per year shall be paid in accordance with the Subscription System (members of this category are hereinafter referred to as a “Regularmember”);
(d) Individual membershipis for any natural person, who does not want to contribute actively, but who wants to support the objects and aims of the Association. A reduced Individual membership contribution per yearshall be paid in accordance with the Subscription System (members of this category are hereinafter referred to as a “Individual member”); and
(e) Press/ Association membership is for members of the press, communication agencies,and trade associations who intend to be informed of current developments and proceedings in the association. Press / Association membership contribution per year shall be paid in accordance with the Subscription System (members of this category are hereinafter referred to as a “Press/Association member”);

§ 6.2 The Board of Directors decides about the membership on base of a written application. The Board of Directors is not obliged to communicate reasons for a refusal to the applicant.

§ 6.3 Membership shall end with
(a) the death of a member, thatis a natural person, or the liquidation or insolvency of a legalperson or firm that is a member;
(b) voluntary withdrawal;
(c) elimination from the membership list;
(d) expulsion from the Association

Any rights against the Association expire with the end of the membership, regardless to the reason. In principle, there is no refund of fees, donations or other contributions. This does not affect the demand of the Association against the member who is behind with a payment of membership-fee.

§ 6.4 The voluntary withdrawal shall be ensued in a written declaration to the Board of Directors. The withdrawal shall be admissible with notice of three months given to the end of the financial year. The withdrawal with immediate effect, given good grounds, shall not be affected hereby.

§ 6.5 A member can, upon the decision of the Board of Directors, be eliminated from the membership list, if he/she, despite two reminders is in arrears of subscriptions or contributions amounting to the annual subscription. The elimination may only be decided three months after the mailing of the second reminder and if demand has not been met. The member shall be informed of the elimination.

§ 6.6 lf a member has, in grossly negligently infringed the interests of the Association he/she can, by resolution of the Members’ Assembly, be expelled from the Association. Before the resolution is passed the member shall, within a reasonable period of time, be given the opportunity to justify himself/herself before the Members’ Assembly either personally or in writing.

 

ART. VII RIGHTS AND DUTIES OF THE MEMBER

§ 7.1 Every member is entitled to attend to events offered by the Association. Besides,every member is entitled to make an application towards the Board of Directors as well as towards the Members’ Assembly.

§ 7.2 All members have voting rights, and are eligible to be elected, as well as the rights to file a petition, to vote and to speak at the Members’ Assembly.

§ 7.3 Members are obliged to support the Association and the object of the Association, also in public; they must pay all membership-fees according to the Subscription System, which shall be resolved by the Members’ Assembly. Furthermore, members are obliged to inform the Association immediately about changes of address, e-mail-address and bank details.The Association will not be liable for any consequences resulting from contravention, but the member will.

 

ART. VIII ORGANS OF THE ASSOCIATION

§ 8.1 The organs of the Association are
(a) the Board of Directors;
(b) the Members’ Assembly;
(c) Standing Committees.

 

ART. IX BOARD OF DIRECTORS

§ 9.1 The (“Board of Directors”) consists of a number of 4-7 members, which are composed as follows:
(a) President;
(b) Vice President;
(c) Treasurer;
(d) Secretary; and
(e) up to 3 other members, provided that for each business type pursuant to § 5.1, one member shall be appointed.

§ 9.2 The Board of Directors meets every six months to discuss the current economic situation.

§ 9.3 The Association shall be represented judicially and extra-judicially by two members of the Board of Directors jointly. The Board of Directors can authorize one or more managing directors for transactions in the ordinary day-to-day administration of the Association.

§ 9.4 The Board of Directors shall be responsible for the management of the Association, the execution of resolutions and the management of the assets of the Association.

§ 9.5 Board of Directors’ resolutions shall be adopted by a majority of votes. The Board of Directors shall constitute a quorum when at least 60 % of the members of the Board of Directors are present or telephonically participating, and the Board was properly summoned. Resolutions by circulation (in writing or by email) are as well regarded as being adopted when every member of the Board has been notified and within one week atleast 60 % of the members of the Board of Directors vote by majority in favour of the proposal. If the 60 % consent requirement is not met, the resolution shall be deemed to be rejected. ln the case of equality of votes, the President shall have the casting vote. The resolutions of the Board of Directors shall be recorded in the minutes.

§ 9.6 The Board of Directors appoints two auditors for the annual audit and the report to the Members’ Assembly.The formal approval of the Board of Directors by the Members’ Assembly is regarded as approval of the auditors, too.

 

ART. X TENURE OF OFFICE OF THE BOARD OF DIRECTORS

§ 10.1 The members of the Board of Directors are elected by the members’ assembly for a period of twoyears from the day of the election and agree to:
(i) follow the Articles of Incorporation and Bylaws of the Association;
(ii) uphold and support the policy priorities of the Association; and
(iii) tender all requisite dues in a timely manner. A reelection is possible.

§ 10.2 Irrespective of the two-year period, the Board of Directors remains in office until a valid new election.

§ 10.3 Every member of the Board of Directors shall be elected individually.

§ 10.4  Should a member of the Board of Directors retire during the term of office;the Members’ Assembly must elect a replacement member for the remaining term of office of the retired member. The succeeding member is regarded as regular member elected for a term of two years. § 10.1 of this section applies accordingly.

 

ART. XI MANAGEMENT

§ 11.1 The Boardof Directors can appoint one or more Managing Directors who shall support the Board of Directors in the day-to-day business management of the Association and the execution of resolutions. The remuneration for the management shall be ensued from the members’ subscriptions and/or the Association’s assets.

 

ART. XII MEMBERS’ ASSEMBLY

§ 12.1 In the Members’ Assembly each
(a) Founding membershall have four votes;
(b) premium membershall havetwo votes;
(c) regular member shall have one vote;
(d) Individual Members shall have one vote;and
(e) Press/Association Members do not have voting privileges.

§ 12.2 The Members’ Assembly is responsible for the following:
(a) Election and dismissal of the members of the Board of Directors;
(b) Passing of resolutions on modifications to the articles of association and the dissolution of the Association
(c) Receipt of the Board of Directors’ annual report and formal discharge of the Board of Directors;
(d) Debating and passing of resolutions on the basis of applications;

§ 12.3 The Members’ Assembly can pass resolutions on recommendations in all matters within the sphere of responsibility of the Board of Directors.

 

ART. XIII CONVENING THE MEMBERS’ ASSEMBLY

§ 13.1 The ordinary Members’ Assembly shall take place at least once a year. The Board of Directors determines the meeting place as it sees fit; the meeting place can also be abroad.

§ 13.2 The Members’ Assembly shall be convened in writing or in text form (e-mail) by the Board of Directors giving at least four weeks’notice and notification of the agenda. The convocation canalso be undertakenby the Managing Director, with or without a written power of attorney. The notice period shall begin with the day following the date of the dispatch of the invitation. The invitation shall be deemed delivered when it has been sent to the address or e-mail-address last given to the Association by the member. The agenda shall be determined by the Board of Directors in consultation with the Managing Director. Objections to the agenda must be communicated to the Board of Directors at least one week before the Members’ Assembly. Applications of the members must be incorporated when they are communicated to the Board of Directors at least one week before the Members’ Assembly.

§ 13.3 Members of the Association can participate at votes, resolutions, elections, amendments to the Articles and to the Subscription System by absent vote to the extent permitted by the Board of Directors in accordance with § 13.4.

§ 13.4 By unanimous resolution, the Board of Directors can allow combined voting, i.e. the significance of declarations/votes transmitted in written document orin text form besides the votes of the members being present in the Members Assembly. ln this case, the convocation term shall be prolonged by two weeks. The members must be informed about this instance with the convocation. Declarations of members transmitted until the lapse of the day before the Members’ Assembly at an address named by the Board of Directors must be considered. Combined acclamation shall not be valid at an extraordinary Members’ Assembly.

 

ART. XIV MEMBERS’ ASSEMBLY RESOLUTIONS

§ 14.1 The Members’ Assembly shall be led by the president, or in the case of him being prevented, by another member of the Board of Directors. Should no member of the Board of Directors be present, the assembly shall appoint the head. The keeper of the minutes shall be appointed by the head of the assembly.

§ 14.2 The Members’ Assembly shall not be public. The head of the assembly can allow guests admission.

§ 14.3 The type of poll shall be specified by the head of the assembly. The voting must be carried out secretor by a show of hands,if one third of the present founding members entitled to vote make such a motion.Every member entitled to vote may authorize another person to act for him by proxy. A proxy shall be in writing and must be presented to the head of the assembly. There cannot be combined more than two proxies in one person. The proxy shall be invalid eleven months after the date of its execution, unless the duration of the proxy is specified.

§ 14.4 Once the invitation has been made in due form and within the set period, the Members’ Assembly is qualified to pass resolutions regardless the number of members present.The Members’ Assembly shall pass resolutions with a simple majority of the valid votes cast. For the dissolution of the Association a 90% presence of the members shall be required. Should this Members’ Assembly not constitute a quorum, a Members’ Assembly shall be convened anew with two weeks’ {minimum) notice and notification of the reason herefor given. The assembly shall then constitute a quorum regardless of the number of members present. The resolution on the dissolution of the Association shall be ensuedwith a three quarters majority of the valid votes cast. A modification to the object of the Association shall require a unanimous resolution of all members. Abstentions shall not be considered as valid vote in the terms of this paragraph.

§ 14.5 The following shall apply for elections: if, in the first ballot, a candidate does not attain the majority of the votes cast, a second ballot shall be held between the two candidates with the most votes.

§ 14.6 Minutes shall be kept on the resolutions of theMembers’ Assembly and these shall be signed by the head of the assembly and the keeper of the minutes. The minutes shall contain at least the following details:venue and date/time of the assembly, names of the head of the assembly and the keeper of the minutes, the number of represented votes, the agenda, the individual election results and the type of poll. ln the case of modifications to the articles of association the entire wording of the resolution must be recorded.

 

ART. XV EXTRAORDINARY MEMBERS’ ASSEMBLY

§ 15.1 An extraordinary Members’ Assembly can be convened at any time. Such an assembly must be convened when the interests of the Association require it or when it is demanded in writing by one tenthof all members and stating the object and reasons from the Board of Directors. The invitation has to be ensuedin accordance with § 13.2.

 

ART. XVI COURT OF ARBITRATION

§ 16.1 The arbitration committee within the association is called to arbitrate all disputes arising from the association relationship. It is a “conciliation body” within the meaning of the Association Act 2002 and not an arbitral tribunal according to §§ 577 ff ZPO.

§ 16.2 The arbitral tribunal consists ofthree members. It is formed in such a way that a part of the dispute appoints a member as a referee to the board in writing. If requested by the board within seven days, the other party to the dispute will name a member of the arbitral tribunal within 14 days. After notification by the board within seven days, the named arbitrators elect a third member to chair the arbitral tribunal within a further 14 days.In the event of a tie betweenthe candidates, the lot decides. The members of the arbitral tribunalmay not belong to any body -with the exception of the Members’ Assembly-whose activity is the subject of the dispute.

§ 16.3 The arbitral tribunal makes its decision after granting mutual hearing in the presence of all its members with a simple majority of votes. It decides to the best of itsknowledge and belief. Its decisions are final.

 

ART. XVII DISSOLUTION OF THE ASSOCIATION

§ 17.1 The dissolution of the Association can only be resolved in an ordinary Members’ Assembly. Insofar as the Members’ Assembly does not resolve otherwise, the president and another member of the Board of Directors shall be the joint authorized representative liquidators.

§ 17.2 The aforementioned regulations shall also apply in the case of the Association being dissolved for another reason or losing its legal capacity.

 

ART. XVIII STANDING COMMITTEES

§ 18.1 The Board of Directors may provide for Standing Committees of the Board, which shall have such powers as the Board of Directors may lawfully delegate. Members of such Standing Committees may be appointed by the Board of Directors. Any member or employee of a member shall be eligible for membership on a Standing Committee. Each Standing Committee shall perform its duties and engage in no activities not relevant to its functions without the express authorization of the Board of Directors and make reports ofits activities to the Board of Directors at least semiannually. No Standing Committee shall attempt directly or indirectly to enforce compliance with any advice or recommendation given by it to the Board of Directors, or interfere or attempt to interfere in any way with the conduct of the business of any member or of any other corporation, Association, firm or individual. Members of each Standing Committee shall fix their own order of procedure, time, and place of each meeting and such other rulesor the conduct of their duties not inconsistent with the other provisions of these By-Laws, including the appointment of subcommittees, as they shall deem advisable.Any member of any Standing Committee may be removed at any time by the Board of Directors by the affirmative vote of a majority ofthe whole Board, with or without cause.

 

ART. XIX MISCELLANEOUS

§ 19.1 In case of doubts about the content of these Articles of Association and its provisions as well as its interpretation the German version of these Articles of Association shall prevail.