Date
February 20, 2024

Private.coffee Statutes

Note: This is a translation of the German statutes. In case of discrepancies, the German version is authoritative.

For clarity, "§" is read as "section", equivalent to "§"/"Paragraph" in German, and "para." is read as "paragraph", equivalent to "Abs."/"Absatz" in German.

For technical reasons, the second level of enumerations is in roman numerals (i., ii.,...) in the rendering of this document in the Forgejo interface, but in the original German LaTeX document it is based on, it is in lowercase latin letters (a., b.,...), which causes discrepancies in the references.

§ 1: Name and Location

1. The association ("Verein") is named Private.coffee - Association for the Promotion of Privacy and Digital Sovereignty ("Private.coffee – Verein zur Förderung von Privatsphäre und digitaler Souveränität"). The short name is Private.coffee.

2. The association is based in Graz and extends its activities to the federal territory of the Republic of Austria.

3. Branch associations can be established domestically and abroad. They are legally independent and have their own statutes, which must not contradict the association's statutes.

§ 2: Purpose

1. The association, whose activities are not aimed at profit, aims to promote privacy and digital sovereignty.

2. It sees itself as a progressive organization that advocates for people's rights and freedoms, as well as societal participation and security in both digital and analog spaces.

3. The goals include in particular raising awareness for the responsible use of technologies and the importance of privacy and digital sovereignty, as well as promoting and developing free, open-source, accessible, data-efficient, decentralized, and secure technologies.

§ 3: Means to Achieve the Association's Purpose

1. The purpose of the association shall be achieved through the ideal and material means listed in paragraphs 2 and 3.

2. Ideal means include:

   1. Establishment and operation of public websites, services, and other electronic media and infrastructure, both electronic and physical,

   2. Development, operation, and distribution of free software, free hardware, and other free content, as well as promoting the development, operation, distribution, and use of these technologies,

   3. Events and educational offerings (discussion events, lectures, seminars, courses, workshops, trade fairs, congresses, regulars' tables, barcamps, etc.),

   4. Support and implementation of research and development projects,

   5. Raising awareness and educating the public,

   6. Advising and supporting individuals, companies, organizations, and public bodies,

   7. Conducting campaigns, actions, and other measures,

   8. Publishing digital and analog publications (websites, blogs, magazines, books, videos, films, podcasts, etc.),

   9. Representing the interests of the association to politics, administration, business, and the public,

   10. Creating expert opinions, studies, analyses, etc.,

   11. Creating and distributing informational material,

   12. Drafting statements, opinions, etc.,

   13. Other public relations work (e.g., press releases, interviews, advertising, etc.), and

   14. Cooperation with other organizations pursuing the same or similar purposes.

3. Material means include:

   1. Entry fees and membership dues,

   2. Subsidies and grants,

   3. Donations, collections, bequests, and other contributions,

   4. Asset management (e.g., interest, other capital income, income from rental and leasing, etc.),

   5. Revenues from association events (participation fees, etc.) and publications,

   6. Fees and expense allowances,

   7. Revenues from consulting services and other services,

   8. Sponsorships, licensing fees, and advertising revenue.

§ 4: Types of Membership

1. The members of the association are divided into regular (para. 2), extraordinary (para. 3), dormant (para. 4), and honorary members (para. 5).

2. Regular members are those who fully participate in the association's work.

3. Extraordinary members are those who primarily support the association's activity by paying a membership fee set for them.

4. Dormant members are those who temporarily withdraw from the association's activities. They have the rights and obligations of extraordinary members but are exempt from paying membership fees. Dormant membership can be requested or the previous regular or extraordinary membership resumed by written notice to the board.

5. Honorary members are persons appointed for special services to the association. They have the rights and obligations of regular members but are exempt from paying membership fees.

§ 5: Acquisition of Membership

1. Any natural or legal person who commits to the association's objectives can become a member of the association. Only natural persons are eligible for regular membership.

2. The board decides on the admission of regular and extraordinary members. Admission can be denied without giving reasons. The board has to decide on the admission within four weeks. If admission is denied, an appeal can be made to the arbitration court, and if such does not exist or is not capable of making a decision, to the general assembly.

3. The appointment as an honorary member is made upon the proposal of the board by the general assembly.

§ 6: Termination of Membership

1. Membership expires through death, for legal persons through the loss of legal personality, through voluntary resignation, and through exclusion.

2. Resignation can take place at any time. It must be communicated to the board in writing. There is no claim for a refund of already paid membership fees.

3. The board can exclude a member if they are in arrears with the payment of membership fees for more than six months despite two written reminders with a reasonable grace period. The obligation to pay the due membership fees remains unaffected.

4. The board can also decree the exclusion of a member from the association due to gross violation of other member obligations and dishonorable behavior.

5. The revocation of honorary membership can be decided by the general assembly for the reasons mentioned in para. 4 upon the proposal of the board. Until a decision is made on this proposal, the membership can be suspended by the board.

§ 7: Rights and Obligations of Members

1. The association commits to treat all persons equally regardless of gender, age, origin, religion, physical or psychological impairments, sexual orientation, or socioeconomic status and to promote them.

2. Members are entitled to participate in all events of the association and to claim the facilities of the association. The right to vote in the general assembly and the active and passive right to vote are reserved for regular members only.

3. At least one-tenth of the members can demand the convening of a general assembly from the board.

4. In every general assembly, the board must inform the members about the association's activities and financial management. If at least one-tenth of the members demand it for reasons stated, the board must also provide such information to the concerned members within four weeks.

5. The members must be informed by the board about the audited financial statements (accounting). If this happens in the general assembly, the audit is to be included.

6. The members are obliged to promote the interests of the association to the best of their ability and to refrain from anything that could damage the reputation and purpose of the association. They must observe the association's statutes and the resolutions of the association's organs.

7. Regular and extraordinary members are obliged to pay the entrance fee and membership fees in the amount decided by the general assembly in a timely manner. The board can suspend the membership of a member who is in arrears with the payment of membership fees despite written reminder until the due contributions are paid.

8. If a member is unable to pay outstanding membership fees, they can request a reduction or waiver of the membership fee from the board.

§ 8: Organs of the Association

1. Organs of the association are the general assembly (articles 9, 10), the board (articles 11, 12, 13), the audit (article 14), and the arbitration court (article 15).

§ 9: General Assembly

1. The general assembly is the "members' meeting" ("Mitgliederversammlung") within the meaning of the Associations Act 2002. An ordinary general assembly takes place once a year.

2. An extraordinary general assembly takes place upon

   1. Resolution of the board,

   2. Resolution of the general assembly,

   3. Written request of at least one-tenth of the members,

   4. Request of the audit (§ 21 para. 5 first sentence Associations Act 2002),

   5. Resolution of a member of the audit (§ 21 para. 5 second sentence Associations Act 2002) or

   6. Resolution of a court-appointed curator

   within four weeks.

3. The general assembly can also be held as an online event, as a hybrid online and offline event, or as a decentralized event with several venues. In this case, the board must take appropriate measures to ensure the technical availability of remote participation at the intended participation locations and the integrity of votes.

4. Both ordinary and extraordinary general assemblies must be invited to all members at least two weeks before the date in writing (to the address, email, etc., provided by the member to the association). The convening of the general assembly must be announced with the agenda. The invitation is made by the board, by the audit (para. 2 lit. e) or by a court-appointed curator (para. 2 lit. f).

5. Motions for the general assembly must be submitted to the board in writing at least three days before the date of the general assembly.

6. Valid resolutions - except for those on a motion to convene an extraordinary general assembly - can only be made on the agenda.

7. At the general assembly, all members whose membership fees are not in arrears are eligible to participate and have the right to speak and propose motions. Legal persons are represented by their organs, whereby only one natural person per legal person may exercise the right to speak and propose motions, and if applicable, the right to vote.

8. The right to vote is reserved for regular members whose membership fees are not in arrears. Each regular member has one vote.

9. The transfer of the voting right to another member by way of a written authorization is permissible, however, a member may not represent more than one additional vote.

10. The general assembly is quorate at the appointed time if at least half of all voting members are present. If the general assembly is not quorate at the appointed time, it shall take place 30 minutes later with the same agenda, and then the quorum is irrespective of the number of members present. The chair may further postpone by up to 90 minutes if this is expected to enable prevented members to participate in the general assembly.

11. Elections and decisions at the general assembly are usually made 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.

12. The chair in the general assembly is led by the chairperson, in their absence the deputy. If the deputy is also prevented, the oldest present board member by age leads the chair. The minutes are taken by the secretary of the board.

13. Deviating from para. 13, the convening organ may decide that the general assembly is chaired and/or minuted by another regular member. In this case, the general assembly is to be informed at the beginning of the meeting.

14. A protocol is to be taken about the course and resolutions of the general assembly, which is to be signed by the person drafting it and the person leading the chair. It is to be sent to all members within two weeks after the general assembly and to be published in a manner determined by the board. In the published form, the names of the members are to be made unrecognizable. Objections to the correctness of the protocol are to be raised in writing to the board before the next general assembly and to be dealt with in this.

§ 10: Tasks of the General Assembly

The general assembly is reserved for the following tasks:

1. Resolution on the budget;

2. Receipt and approval of the accountability report and the financial statement with the inclusion of the audit;

3. Election and removal of the members of the board and the audit;

4. Approval of legal transactions between members of the audit and the association;

5. Discharge of the board;

6. Setting the amount of the admission fee and the membership fees for regular and extraordinary members;

7. Awarding and revoking honorary membership;

8. Resolution on amendments to the statutes and the voluntary dissolution of the association;

9. Consultation and resolution on other agenda items.

§ 11: Board

1. The board consists of at least two persons, namely the chairperson and the treasurer. The board can be expanded by further persons. In particular, a deputy for the chairperson and the treasurer, as well as a secretary, can be appointed. Furthermore, additional persons can be appointed to carry out specific tasks.

2. The members of the board are elected by the general assembly. The board has the right to co-opt another eligible member in place of a departing elected member, for which subsequent approval is to be obtained at the next general assembly.

3. If the board falls out entirely or for an unforeseeably long time without self-supplementation by co-optation, the audit is obliged to immediately convene an extraordinary general assembly for the purpose of electing a new board. Should the audit also be incapacitated, any regular member who recognizes the emergency situation must immediately apply for the appointment of a curator at the competent court, which must then convene an extraordinary general assembly.

4. The term of office of the board is one year; re-election is possible. Each function in the board is to be exercised personally.

5. The board is convened by the chairperson, in their absence by the deputy, in the absence of such by the treasurer. If this is also prevented for an unforeseeably long time, any other board member may convene the board.

6. The board is quorate if all its members have been invited and at least half of them, but at least two, are present.

7. If the board consists of two members, it makes its resolutions unanimously. With more than two members in the board, it makes its resolutions by a simple majority of votes; in case of a tie, the vote of the chairperson decides, in their absence that of the deputy, in the absence of such that of the treasurer.

8. Members of the board must disclose possible conflicts of interest and may not vote on decisions affecting them personally, provided this does not impair the board's ability to make resolutions.

9. The chair is led by the chairperson, in their absence by the deputy, in the absence of such by the treasurer. If this is also prevented for an unforeseeably long time, the chair is assumed by the oldest present board member or the board member determined by the majority of the remaining board members.

10. In addition to death and the expiry of the term of office (para. 3), the function of a board member expires through removal (para. 11), resignation (para. 12), and through other termination of association membership (para. 13).

11. The general assembly can remove the entire board or individual members at any time. The removal becomes effective with the appointment of the new board or board member.

12. The board members can declare their resignation in writing at any time. The resignation declaration is to be addressed to the board, in the case of the resignation of the entire board to the general assembly. The resignation only becomes effective with the election or co-optation (para. 2) of the successor.

13. If a board member leaves the association, their function in the board expires with the departure. In this case, the board must immediately co-opt a substitute member. This also applies analogously if the association membership expires for another reason.

14. The board members have the right to demand the convening of a board meeting from the chair for important reasons.

§ 12: Tasks of the Board

The board is responsible for the management of the association. It is the "management body" within the meaning of the Associations Act 2002. All tasks not assigned to another association organ by the statutes fall within its scope of action. In particular, the following matters are within its scope of action:

1. Establishment of an accounting system appropriate to the requirements of the association with ongoing recording of income/expenses and keeping an inventory of assets as a minimum requirement;

2. Preparation of the annual budget, the accountability report, and the financial statement;

3. Preparation and convening of the general assembly in the cases of § 9 para. 2 lit. a - d of these statutes;

4. Information of the association members about the association's activities, the association's management, and the audited financial statement;

5. Administration of the association's assets;

6. Admission and exclusion of regular and extraordinary association members;

7. Hiring and dismissal of employees of the association;

§ 13: Special Obligations of Individual Board Members

1. The chairperson conducts the current affairs of the association.

2. The chairperson represents the association externally. Written documents of the association require the signature of the chairperson to be valid, in financial matters the signature of the chairperson and the treasurer. Legal transactions between board members and the association require the consent of another board member.

3. Legal transactional authorizations to represent the association externally or to sign for it can only be issued by the chairperson, in financial matters only jointly with the treasurer.

4. In case of imminent danger, the chairperson is entitled to make independent arrangements also in matters that fall within the sphere of the general assembly or the board, under their own responsibility. As far as reasonable and possible, prior agreement with a second board member is to be sought. In the internal relationship, these arrangements require in any case the subsequent approval of the competent association organ.

5. The chairperson chairs the general assembly and the board.

6. The secretary is responsible for keeping the minutes of the general assembly and the board.

7. In the cases of para. 5 and 6, the board may define different responsibilities in individual cases.

8. The treasurer is responsible for the proper financial management of the association.

9. In case of prevention, the deputies of the chairperson, the secretary, and the treasurer step in. If no secretary is appointed, the corresponding tasks fall to the treasurer.

10. The board may issue internal rules of procedure that must not contradict the statutes.

§ 14: Audit

1. The general assembly elects an audit consisting of at least two persons. The term of office is identical to that of the board; re-election is possible. Each function in the audit is to be exercised personally.

2. Members of the audit may not belong to any organ - except the general assembly - whose activity is the subject of the audit.

3. The audit is responsible for the ongoing business control and the audit of the financial management of the association with regard to the regularity of the accounting and the statutory use of funds. The audit must report to the board on the result of the audit.

4. Legal transactions between members of the audit and the association require the approval of the general assembly.

5. Members of the audit have the right to participate in board meetings, but have no right to speak, propose, or vote in the board. They must be continuously informed by the board about the financial management of the association. Further regulations can be agreed between the board and the audit.

6. The audit must report to the general assembly on the result of the audit and, if applicable, make a motion in the general assembly for the discharge of the board.

7. If the audit detects misconduct by a member or organ, it must inform the board, call the arbitration court, or demand or convene an extraordinary general assembly (§ 9 para. 2 lit. d) according to its discretion.

8. Otherwise, the provisions of § 11 para. 10 to 13 of these statutes apply analogously to the audit.

§ 15: Arbitration Court

1. The association's internal arbitration court is called upon to settle all disputes arising from the association relationship. It is a "conciliation institution" ("Schlichtungseinrichtung") within the meaning of the Associations Act 2002 and not an arbitration court ("Schiedsgericht") according to §§ 577 ff ZPO.

2. The members of the arbitration court are elected by the general assembly for a term of one year. Re-election is possible. Each function in the arbitration court must be exercised personally. The arbitration court chooses a chair from among its members. If fewer than three members are elected by the general assembly, the arbitration court is unable to act and cannot be called upon.

3. If the arbitration court is adequately staffed and is called upon, it forms a panel of three persons from among its members. The members of the panel may not belong to any organ - except for the general assembly - whose activity is the subject of the dispute, and must not be biased in the matter. If a panel cannot be formed, the case must be dismissed.

4. The panel decides after granting both parties the opportunity to be heard, in the presence of all its members, by a simple majority of votes. It decides to the best of its knowledge and belief. Its decisions are final within the association.

5. In its decisions, the panel may, in particular, annul resolutions of the organs, issue orders to the board or audit assignments, as well as terminate or suspend memberships. It is bound by the applicable statutes and laws in its decisions.

6. If a member of the arbitration court resigns, rendering the staffing of the arbitration court insufficient, any ordinary member of the association may be temporarily appointed as a substitute member to the arbitration court until the next general assembly, in agreement with the board. The appointment is made by the chair of the arbitration court.

7. Otherwise, the provisions of § 11 para. 10 to 13 of these statutes apply analogously to the arbitration court.

§ 16: Branch Associations

1. The association may establish branch associations. These have their own organs and are legally independent. They may use "Private.coffee" as part of their name. They must indicate their status as a branch association in their designation.

2. The establishment of a branch association requires a resolution of the general assembly, which also has to decide on the statutes of the branch association. The statutes of the branch association must not contradict the statutes of the association.

3. Members of the branch association are extraordinary members of the association unless the general assembly decides otherwise. Membership in the branch association ends with the termination of membership in the association.

4. Regarding membership fees and the distribution of these fees between the association and the branch association, as well as the necessary data transfers, the board may enter into a separate agreement with the branch association, provided the general assembly does not make a regulation on this matter.

5. The arbitration court, if it is unable to act, the board, may prohibit the branch association from using the association's name if the branch association violates the statutes of the association or damages the reputation of the association.

§ 17: Data Protection and Confidentiality

1. The association processes personal data of its members and other persons only within the framework of fulfilling its statutory purposes and as long as and to the extent that this is permissible under data protection law.

2. For this purpose, the board must take appropriate technical and organizational measures to ensure the security of data processing and document it within a data protection policy.

3. Data not subject to a retention period must be deleted as soon as they are no longer needed for the purposes of the association.

4. The association's organs are obliged to maintain confidentiality towards the members about all matters of which they become aware, whose confidentiality has been decided by the board or the general assembly or whose confidentiality results from the nature of the matter, especially in relation to personal data. This obligation continues after leaving the association.

§ 18: Voluntary Dissolution of the Association

1. The voluntary dissolution of the association can only be decided in a general assembly convened for this purpose and only with a two-thirds majority of the valid votes cast.

2. This general assembly also has to decide on the liquidation if association assets are available. In particular, it has to appoint a person responsible for the liquidation and decide to whom the remaining association assets should be transferred after covering the liabilities.

3. The last board of the association has to notify the competent association authority in writing of the voluntary dissolution within four weeks after the resolution.

4. The voluntary dissolution extends to branch associations only if and to the extent that this is expressly decided by the general assembly.

§ 19: Use of Association Assets upon Dissolution of the Association or Cessation of its Beneficial Purpose

Upon dissolution of the association or cessation of its previous beneficial purpose, the remaining association assets, after covering liabilities, are to be used for charitable or benevolent purposes within the meaning of §§ 34 ff BAO. As far as possible and permitted, they should benefit institutions pursuing the same or similar purposes as this association.

§ 20: Definitions

1. In the sense of these statutes, the term "written" also includes electronic documents, especially emails or other communication channels provided by the board. The board decides on any necessary security measures in electronic correspondence (e.g., electronic signatures, encryption, etc.).

2. If a term of office is specified as "one year," this refers to the period between two ordinary general assemblies, starting with the election of the respective organ and ending with the election of the successor organ.