Statute – IIM

(Adopted at the General Assembly on October 21, 2022)

International Institute for Media (IIM)

(all designations in this statute are gender-neutral)

§ 1: Name, Seat and Field of Activity

The association has the name “International Institute for Media”. The abbreviated name is: IIM.
It has its seat in Vienna and extends its activities worldwide and in particular to the territory of the European Union.
The establishment of branch associations is not intended.

§ 2: Purpose

The association, whose activity is not aimed at profit, aims and promotes in the sense of the Universal Declaration of Human Rights AEMR of the United Nations the cooperation of media professionals with special regard to the comprehensive, truthful information of consumers, especially in online media, radio and television, as well as in print media.

§ 3: Means to achieve the purpose of the association

The purpose of the association shall be achieved by the idealistic and material means listed in paragraphs 2 and 3.

The idealistic means are
Promotion of scientific and journalistic work
Operation of research facilities at home and abroad
Public relations
Publication of media of any kind, such as newspapers and magazines,
Operation of the Internet, social media and the operation of radio and television stations
protection of fundamental rights and freedoms, especially freedom of the pressglobal cooperation with
organizations that serve the purpose of the association

The necessary material means shall be raised through

membership fees and subscriptions
sponsoring
advertisements
donations
Sponsorships

§ 4: Types of membership

The members of the Association are divided into ordinary, extraordinary and honorary members.
Ordinary members are those who participate in the work of the Association.
Extraordinary members are those who support the activities of the Association primarily by paying an increased membership fee.
Honorary members are persons who are appointed for this purpose because of special services to the Association.

§ 5: Acquisition of membership

Members of the association can become all of full age, physical persons, as well as legal entities and partnerships with legal capacity. The Board of Directors decides on the admission of ordinary and extraordinary members by unanimous vote. The admission can be refused without giving reasons.
Until the formation of the Association, the provisional admission of ordinary and extraordinary members shall be made by the founders of the Association, in the case of an already appointed Board by the latter. This membership becomes effective only with the emergence of the association. If a Board of Directors is appointed only after the formation of the Association, the (definitive) admission of ordinary and extraordinary members shall also be effected by the founders of the Association until then. The appointment as an honorary member is made by the General Assembly upon request of the Board.

§ 6: Termination of membership

Membership shall be terminated by death, in the case of legal entities and partnerships with legal capacity by loss of legal personality, by voluntary resignation and by exclusion.
Resignation can only take place on December 31 of each calendar year. It must be notified to the Executive Board at least three months in advance in writing by e-mail and digital signature or by registered letter no later than September 30. If the notification is made late, it shall only be effective as of the next resignation date. The date of posting is decisive for the timeliness. The resignation must be communicated to the board by registered letter.
The Board of Directors may expel a member if he or she is more than six months in arrears with the payment of membership dues despite two written reminders setting an appropriate grace period. The obligation to pay the membership fees that have fallen due remains unaffected by this.
The exclusion of a member from the Association may also be ordered by the Executive Board for gross violation of other membership obligations and for dishonorable conduct.
The deprivation of honorary membership can be decided by the General Assembly on the motion of the Board for the reasons mentioned in paragraph 4.

§ 7: Rights and duties of members

Members are entitled to participate in all events of the Association and to use the facilities of the Association. The right to vote in the General Assembly as well as the active and passive right to vote is only granted to ordinary and honorary members.
Every member has the right to demand that the Board of Directors hand over the statutes.
At least one tenth of the members may request the board to convene a general assembly.
At each General Assembly, the Board shall inform the members about the activities and financial management of the Association. If at least one tenth of the members so request, stating their reasons, the Board shall also otherwise provide such information to the members concerned within four weeks.
The members are to be informed by the board about the audited financial statement (accounting). If this is done at the General Assembly, the auditors shall be involved.
Members are obliged to promote the interests of the Association to the best of their ability and to refrain from doing anything that could damage the reputation and purpose of the Association. They have to observe the statutes of the association and the decisions of the organs of the association. Full and associate members are obliged to pay the membership fee and membership dues on time in the amount decided by the General Assembly. The business year is the calendar year.

§ 8: Organs of the Association

Organs of the association are the general assembly (§§ 9 and 10), the board (§§ 11 to 13), the auditors (§ 15) and the arbitration court (§ 16) and if appointed, the managing director (§ 14).

§ 9: General Assembly

The General Assembly is the “General Meeting of Members” in the sense of the Association Act 2002. An ordinary General Assembly takes place every four years.
An extraordinary general assembly takes place upon
Resolution of the Board or the Ordinary General Assembly,
written request of at least one tenth of the members,
request of the auditors (§ 21 para. 5 first sentence VereinsG),
resolution of the auditor(s) (§ 21 para. 5 second sentence VereinsG, § 11 para. 2 third sentence of these statutes),
Resolution of a court-appointed curator (§ 11 para. 2 last sentence of these Articles of Association)
within four weeks.

All members must be invited to both the ordinary and the extraordinary General Meetings in writing by letter or by e-mail at least two weeks before the date. The convocation of the General Assembly shall include the agenda. The convocation shall be made by the Board (para. 1 and para. 2 lit. a – c), by the auditor(s) (para. 2 lit. d) or by a court-appointed curator (para. 2 lit. e).
Motions for the General Assembly must be submitted to the Board in writing or by e-mail at least ten days before the date of the General Assembly.
Valid resolutions – with the exception of those concerning a motion to convene an extraordinary General Assembly – can only be passed on the agenda.
All members who have fulfilled all their membership obligations are entitled to participate in the General Assembly. Only ordinary and honorary members are entitled to vote. Each member has one vote. The transfer of the right to vote to another member by proxy is not permitted.
The General Assembly has a quorum regardless of the number of members present.
Elections and resolutions in the General Assembly are generally carried out by a simple majority of the valid votes cast. However, resolutions to amend the statutes of the Association or to dissolve the Association require a qualified majority of two-thirds of the valid votes cast.
The General Assembly is chaired by the Chairman or, if he is unable to do so, by his deputy. If the latter is also prevented, the oldest member of the Board present shall chair the meeting.
§ 10: Tasks of the General Assembly

The following tasks are reserved for the General Assembly:

Adoption of resolutions on the budget;
Receipt and approval of the statement of accounts and the financial statement with the involvement of the auditors;
Election and dismissal of the members of the board and the auditors;
Approval of legal transactions between the auditors and the Association;
Discharge of the Board of Directors;
Determination of the amount of the membership fee and the membership dues for ordinary and for extraordinary members;
Award and revocation of honorary membership; appointment and revocation of honorary presidents
Adoption of resolutions on amendments to the Statutes and the voluntary dissolution of the Association;
Discussion and resolution on other matters on the agenda.
§ 11: Board of Directors

The Board of Directors consists of fifteen members, namely the Chairman (who bears the title of Director of the Institute) and Deputy Chairman, Secretary and Deputy Secretary, and Treasurer and Deputy Treasurer, as well as other members.
The board is elected by the general assembly. In the event of the resignation of an elected member, the Board has the right to co-opt another eligible member in his place, for which subsequent approval must be obtained at the next General Assembly. If the Board of Directors fails to act without self-completion through co-optation or for an unforeseeably long period of time, each Auditor is obliged to immediately convene an extraordinary General Assembly for the purpose of electing a new Board of Directors. Should the auditors also be unable to act, each ordinary member who recognizes the emergency situation must immediately apply to the competent court for the appointment of a curator, who must immediately convene an extraordinary General Assembly.
The term of office of the Board is four years; re-election is possible. Each function in the board is to be exercised personally.
The board is convened in writing or orally by the director of the institute or, if he is prevented from doing so, by his deputy. If the director is also prevented from attending for an unforeseeably long period of time, the secretary may convene the board together with the treasurer.
The board has a quorum if all its members have been invited and at least half of them are present.
The Board passes its resolutions by a simple majority of votes; in the event of a tie, the Chairperson has the casting vote.
The board is chaired by the director of the institute or, if he is unable to attend, by his deputy. If the latter is also prevented, the chair shall be taken by the oldest member of the Executive Board present or by a member of the Executive Board appointed by a majority of the other members of the Executive Board.
Apart from death and expiry of the term of office (para. 3), the function of a board member shall expire through dismissal (para. 9) and resignation (para. 10).
The General Assembly may dismiss the entire Executive Board or individual members thereof at any time by a 2/3 majority. The dismissal takes effect with the appointment of the new board or board member and must be justified in writing and signed by those present.
Members of the Executive Board may resign in writing at any time. The declaration of resignation must be addressed to the Executive Board, or in the case of resignation of the entire Executive Board, to the General Assembly. The resignation becomes effective only with the election or co-optation (para. 2) of a successor. The declaration must be made in writing by e-mail with digital signature or by registered letter.
§ 12: Tasks of the Board

The board is responsible for the management of the association. It is the “governing body” in the sense of the Association Act 2002. It is responsible for all tasks that are not assigned to another body of the Association by the Articles of Association. The following matters in particular fall within its scope of action:

Establishment of an accounting system in accordance with the requirements of the Association with ongoing recording of income/expenditure and keeping a list of assets as a minimum requirement;
Preparation of the annual budget, the statement of accounts and the closing of accounts;
Preparation and convening of the General Assembly in the cases of § 9 para. 1 and para. 2 lit. a – c of these Statutes;
Informing the members of the Association about the activities of the Association, the management of the Association and the audited accounts;
Management of the Association’s assets;
Admission and exclusion of ordinary and extraordinary members of the Association;
Admission and dismissal of employees of the Association;
Appointment of a managing director
§ 13: Special duties of individual board members

The head of the institute conducts the day-to-day business of the association. The secretary supports the chairman in the management of the association’s business. The chairman bears the title head of the institute.
The head of the institute represents the association externally. Written documents of the Association require the signatures of the Institute Director and the Secretary in order to be valid, and the signatures of the Institute Director and the Treasurer in financial matters (financial dispositions). Legal transactions between members of the Executive Board and the Association require the unanimous written consent of all members of the Executive Board.
Legal authorizations to represent the Association externally or to sign on its behalf may only be granted by the members of the Executive Board named in Paragraph 2.
In case of imminent danger, the Institute Director shall be entitled to issue orders independently under his own responsibility, even in matters that fall within the sphere of action of the General Assembly or the Executive Board; in the internal relationship, however, these shall require the subsequent approval of the competent body of the Association.
The director of the institute chairs the general assembly and the board.
The secretary keeps the minutes of the general assembly and the board.
The Treasurer is responsible for the proper financial management of the Association.
In the event that the Institute Director, the Secretary or the Treasurer are prevented from attending, their deputies shall take their place.
§ 14: Managing Director

The board of directors can appoint a managing director. This person does not have to be a member of the association. A contract of employment is to be concluded with him in accordance with the Journalism Act. He/she shall support the Executive Board according to the instructions of the President.

§ 15: Auditors

Two auditors are elected by the General Assembly for a period of four years. Re-election is possible. The auditors may not belong to any body – with the exception of the General Assembly – whose activities are the subject of the audit.
The auditors are responsible for auditing the financial management of the Association with regard to the correctness of the accounting and the use of funds in accordance with the Articles of Association. The Executive Board shall submit the necessary documents to the auditors and provide them with the required information. The auditors shall report to the Executive Board on the results of the audit.
Legal transactions between auditors and the Association require the approval of the General Assembly. In all other respects, the provisions of § 11 paras. 8 to 10 shall apply mutatis mutandis to the auditors.
§ 16: Court of Arbitration

The internal arbitration court is appointed to settle all disputes arising from the association relationship. It is an “arbitration institution” in the sense of the Association Act 2002 and not an arbitration court according to §§ 577 ff ZPO.
The arbitration court is composed of three ordinary members of the association. It shall be formed in such a way that one party to the dispute nominates a member as arbitrator in writing to the Executive Board. Upon request by the Executive Board within seven days, the other party to the dispute shall nominate a member of the arbitral tribunal within 14 days. After notification by the Board of Directors within seven days, the arbitrators nominated shall elect a third ordinary member as chairman of the arbitral tribunal within a further 14 days. In the event of a tie, the nominees shall be decided by lot. The members of the arbitral tribunal may not belong to any body – with the exception of the General Assembly – whose activities are the subject of the dispute.
The arbitral tribunal shall reach its decision by a simple majority of votes after hearing both sides in the presence of all its members. It decides to the best of its knowledge and belief. Its decisions are final within the Association.
§ 17: Voluntary dissolution of the association

The voluntary dissolution of the Association can only be decided in a General Assembly and only with a two-thirds majority of the valid votes cast.
This General Assembly must also decide on the liquidation of the Association, provided that the assets of the Association are available. In particular, it shall appoint a liquidator and decide to whom the liquidator shall transfer the assets of the Association remaining after the liabilities have been covered. These assets shall, insofar as this is possible and permitted, go to an organization which pursues the same or similar purposes as this Association, otherwise to social welfare purposes.

International Media Institute (IIM)

(all designations in this statute are gender-neutral)

§ 1: Name, Seat and Field of Activity

The association bears the name “International Institute for Media”. The abbreviated name is: IIM.
It has its seat in Vienna and extends its activities worldwide and in particular to the territory of the European Union.
The establishment of branch associations is not intended.

§ 2: Purpose

§ 3: Means to achieve the purpose of the association

The purpose of the association shall be achieved by the idealistic and material means listed in paragraphs 2 and 3.

The idealistic means are
Promotion of scientific and journalistic work
Operation of research facilities at home and abroad
Public relations
Publication of media of any kind, such as newspapers and magazines,
Operation of the Internet, social media and the operation of radio and television stations
protection of fundamental rights and freedoms, especially freedom of the press
global cooperation with organizations that serve the purpose of the association
The necessary material means shall be raised through

membership fees and subscriptions
sponsoring
advertisements
donations
Sponsorships

§ 4: Types of membership

The members of the Association are divided into ordinary, extraordinary and honorary members.
Ordinary members are those who participate fully in the work of the Association.
Extraordinary members are those who support the activities of the Association primarily by paying an increased membership fee.
Honorary members are persons who are appointed for this purpose because of special services to the Association.

§ 5: Acquisition of membership

Members of the association can become all of full age, physical persons, as well as legal entities and partnerships with legal capacity. The Board of Directors decides on the admission of ordinary and extraordinary members by unanimous vote. The admission can be refused without giving reasons.
Until the formation of the Association, the provisional admission of ordinary and extraordinary members is carried out by the founders of the Association, in the case of an already appointed Board of Directors by the latter. This membership becomes effective only with the emergence of the association. If a Board of Directors is appointed only after the formation of the Association, the (definitive) admission of ordinary and extraordinary members shall also be effected by the founders of the Association until then. The appointment as an honorary member is made by the General Assembly upon request of the Board.

§ 6: Termination of membership

§ 7: Rights and duties of members

Members are entitled to participate in all events of the Association and to use the facilities of the Association. The right to vote in the General Assembly as well as the active and passive right to vote is only granted to ordinary and honorary members.
Every member has the right to demand that the Board of Directors hand over the statutes.
At least one tenth of the members may request the board to convene a general assembly.
At each General Assembly, the Board shall inform the members about the activities and financial management of the Association. If at least one tenth of the members request this, stating their reasons, the Board shall also otherwise provide such information to the members concerned within four weeks.
The members are to be informed by the board about the audited financial statement (accounting). If this is done at the General Assembly, the auditors shall be involved.
Members are obliged to promote the interests of the Association to the best of their ability and to refrain from doing anything that could damage the reputation and purpose of the Association. They have to observe the statutes of the association and the decisions of the organs of the association. Full and associate members are obliged to pay the membership fee and membership dues on time in the amount decided by the General Assembly. The business year is the calendar year.

§ 8: Organs of the Association

Organs of the association are the general assembly (§§ 9 and 10), the board (§§ 11 to 13), the auditors (§ 15) and the arbitration court (§ 16) and if appointed, the managing director (§ 14).

§ 9: General Assembly

§ 10: Tasks of the General Assembly

The following tasks are reserved for the General Assembly:

Adoption of resolutions on the budget;
Receipt and approval of the statement of accounts and the financial statement with the involvement of the auditors;
Election and dismissal of the members of the board and the auditors;
Approval of legal transactions between the auditors and the Association;
Discharge of the Board of Directors;
Determination of the amount of the membership fee and the membership dues for ordinary and for extraordinary members;
Award and revocation of honorary membership;
Adoption of resolutions on amendments to the Articles of Association and the voluntary dissolution of the Association;
Discussion and resolution on other matters on the agenda.

§ 11: Board of Directors

The Board of Directors consists of six members, namely the Chairman (he has the title of President) and Deputy, Secretary and Deputy, and Treasurer and Deputy.
The Board is elected by the General Assembly. In the event of the resignation of an elected member, the Board has the right to co-opt another eligible member in his place, for which subsequent approval must be obtained at the next General Assembly. If the Board of Directors fails to act without self-completion through co-optation or for an unforeseeably long period of time, each Auditor is obliged to immediately convene an extraordinary General Assembly for the purpose of electing a new Board of Directors. Should the auditors also be unable to act, each ordinary member who recognizes the emergency situation must immediately apply to the competent court for the appointment of a curator, who must immediately convene an extraordinary General Assembly.
The term of office of the Board is four years; re-election is possible. Each function in the board is to be exercised personally.
The Board of Directors is convened by the President, or if he is prevented from doing so, by his deputy, in writing or orally. If the latter is also prevented for an unforeseeably long period of time, the Secretary may convene the Board together with the Treasurer.
The board has a quorum if all its members have been invited and at least half of them are present.
The Board shall pass its resolutions by a simple majority of votes; in the event of a tie, the President shall have the casting vote.
The chair is taken by the president, or if he is prevented, by his deputy. If the latter is also prevented, the chair shall be taken by the oldest member of the Executive Board present or by a member of the Executive Board appointed by a majority of the other members of the Executive Board.
Apart from death and expiry of the term of office (para. 3), the function of a board member shall expire through dismissal (para. 9) and resignation (para. 10).
The General Assembly may dismiss the entire Executive Board or individual members thereof at any time by a 2/3 majority. The dismissal takes effect with the appointment of the new board or board member and must be justified in writing and signed by those present.
Members of the Executive Board may resign in writing at any time. The declaration of resignation must be addressed to the Executive Board, or in the case of resignation of the entire Executive Board, to the General Assembly. The resignation becomes effective only with the election or co-optation (para. 2) of a successor. The declaration must be made in writing by e-mail with digital signature or by registered letter.

§ 12: Tasks of the Board

§ 13: Special duties of individual board members

The chairman manages the current business of the association. The secretary supports the chairman in the management of the association’s business. The chairman bears the title of president.
The President represents the Association externally. Written documents of the Association require the signatures of the President and the Secretary in order to be valid, and the signatures of the President and the Treasurer in financial matters (dispositions of assets). Legal transactions between members of the Board and the Association require the unanimous written consent of all members of the Board.
Legal authorizations to represent the Association externally or to sign on its behalf may only be granted by the members of the Executive Board named in Paragraph 2.
In case of imminent danger, the President shall be entitled to issue orders independently under his own responsibility, even in matters that fall within the sphere of action of the General Assembly or the Executive Board; in the internal relationship, however, these shall require the subsequent approval of the competent body of the Association.
The president chairs the general assembly and the board.
The secretary keeps the minutes of the general assembly and the board.
The Treasurer is responsible for the proper financial management of the Association.
If the President, the Secretary or the Treasurer are prevented from attending, their deputies shall take their place.

§ 14: Managing Director

The board can appoint a managing director. He does not have to be a member of the association. A service contract is to be concluded with him in accordance with the Journalism Act. He/she shall support the Executive Board according to the instructions of the President.

§ 15: Auditors

Two auditors are elected by the General Assembly for a period of four years. Re-election is possible. The auditors may not belong to any body – with the exception of the General Assembly – whose activities are the subject of the audit.
The auditors are responsible for the ongoing business control as well as the audit of the financial management of the association with regard to the correctness of the accounting and the use of funds in accordance with the statutes. The Executive Board shall submit the necessary documents to the Auditors and provide them with the required information. The auditors shall report to the Executive Board on the results of the audit.
Legal transactions between auditors and the Association require the approval of the General Assembly. In all other respects, the provisions of § 11 paras. 8 to 10 shall apply mutatis mutandis to the auditors.

§ 16: Court of Arbitration

§ 17: Voluntary dissolution of the association