Articles of Association of GloBIAS –

Global BioImage Analysts’ Society

§ 1 Name, Seat and Scope of Activities

1.1 The association is named

GloBIAS, Global BioImage Analysts‘ Society, Verein zur Förderung der Bio-Image Analyse

(in the following „Society” or “GloBIAS”)

and has its seat in Klosterneuburg.

1.2. The Society intends to operate globally.

1.3  The financial year corresponds to the calendar year.

1.4 The function and personal designations used in these Articles of Association refer to all gender forms.

§ 2 Purpose of the Association

2.1 The Society aims to create a scientific society to connect the global community of people working in or applying bio-image analysis. The Society serves to foster international relations, knowledge exchange and collaborations in the field of bio-image analysis.

2.2 The Society’s activities are not profit-oriented.

2.3 According to its Articles of Association, GloBIAS pursues advancement of scientific collaboration and advancement of methods and tools for image analysis in biological research and thus exclusively and directly purposes to the benefit of the public and is therefore a non-profit organisation to the benefit of the public within the meaning of the tax regulations (§§ 34 to 47 of the Federal Fiscal Code - BAO). Any purposes that are not favoured in the sense of §§ 34 ff BAO are completely subordinate to the favoured purposes and are pursued to a maximum of 10% of the total resources.

§ 3 Activities and means to achieve the purpose of the Society

3.1 The purpose of the Society shall be achieved through the intellectual and material means listed in Paragraphs 3.2 and 3.3.

3.2 Intellectual means shall include:

·       to plan, coordinate, and conduct activities in the field of bioimage analysis (e.g., scientific and technology meetings, conferences and training schools), on its own or joint with other institutions, networks and associations (together “Community or “Communities”);

·       create, maintain and make available a repository of bioimage analysis training materials;

·       work with other Communities e.g. imaging communities to define and consolidate standards for bioimage analysis;

·       professionalise bioimage analysis as a job role by defining clear career paths, and job description;

·       any other activities that are suitable to enhance the scientific field of bioimage analysis and create a thriving community;

·       all of these means can be pursued either in-person or online;

·       to use vicarious agents in accordance with § 40 para. 1 of BAO or to act as a vicarious agent;

·       to pass on funds or other assets in accordance with § 40a lit. 1 BAO to organisations donations to which are tax-privileged with a corresponding dedication, provided that at least one matching organisational purpose exists;

·       to provide supplies or other services against payment in accordance with § 40a para. 2 BAO to other non-profit or charitable organisations at own costs without the intention of making a profit, provided that at least one matching purpose exists;

·       to provide funds in accordance with § 40b BAO for prizes and scholarships.

3.3 The necessary material means shall be raised through:

·       Proceeds from events and association-organised ventures/ collection of contributions towards expenses

·       Membership fees

·       Donations for scientific purposes with and without project reference

·       Corporate Sponsorship contributions

·       Institutional Sponsorship contributions

·       Subsidies from public authorities and other grants and funding

·       Revenues from own assets (e.g., interest, other capital income, rental and leasing income)

·       Fees for project-related activities

·       Revenues from events, congresses, workshops, seminars, schools, presentations, publications

·       Legacies, collections

·       Proceeds from licenses, merchandise products or publications

·       Proceeds from trainings or the franchise of training activities and from consultancy work for scientific activities such as training and projects.

§ 4 Membership Types

4.1 The Members of the Society can be

- natural persons as ordinary members;

- associations, organisations and societies as well as other legal entities under private or public law, such as universities, scientific institutes, companies, insofar as they promote the objectives of the Society in accordance with their purpose, as extraordinary supporting members ;

- honorary members.

4.2 Honorary members are natural persons who – irrespective of whether they have been ordinary members or not – are appointed by a simple majority of the General Assembly due to their special merits to the Society. Honorary members are exempt from paying the annual membership fee. Insofar as honorary members qualify also as ordinary members, they are entitled to all rights and other obligations of ordinary members.

§ 5 Acquisition of Membership

5.1 Admission as a member (with the exception of honorary membership) must be applied for in writing to the Executive Board or prior to the first election to the founders.

5.2 The Executive Board (prior to the first election the founders) decides on the admission of members. Natural persons must be of legal age to be admitted.

5.3 Admission as a member must be announced to the candidate.

5.4 The General Assembly decides on the appointment of honorary members upon proposal of at least three ordinary or extraordinary supporting members.

§ 6 Termination of Membership

6.1 Membership ceases to exist upon death (loss of legal personality in the case of legal entities), resignation, cancellation and exclusion.

6.2 Resignation can take place at the end of a calendar year and must be notified to the Executive Board in writing (via email is sufficient) at least one month in advance. The date of posting is decisive for the timeliness of the resignation. In the event of delay, the resignation shall take effect on the next possible date.

6.3 Removal from the membership list by the Executive Board is permissible if a member is more than six months in arrears with the payment of membership fees, joining fees or other payment obligations to the Society despite two written reminders. The reminders also serve as an opportunity for the member concerned to comment; a separate hearing of the member prior to cancellation by the Executive Board is not required. Cancellation can be carried out without a separate resolution by a member of the Executive Board authorised to do so. The obligation to pay the due membership fees remains unaffected. Offsetting against any counterclaims of the member against outstanding claims of the Society is not permitted.

6.4. After consultation of the Scientific Advisory Committee, the Executive Board may decide to exclude an ordinary or extraordinary supporting member from the Society due to gross violation of the principles of GloBIAS, dishonourable behaviour, damage to the reputation, or violation of the Articles of Society and resolutions and this behaviour permanently undermines the relationship of trust between the Society and the member.

6.5 The member concerned must be given the opportunity to comment on the allegations made verbally or in writing before exclusion. The member must be notified in writing of the Executive Board's decision and the reasons for it. The member concerned may appeal against the exclusion decision to the Society's internal arbitration tribunal (§15). The member's rights shall be suspended from the date of notification of the exclusion decision until the final internal decision on the appeal, but not the member's obligations. All rights of the Society member expire on the date of final exclusion.

6.6 The revocation of honorary membership can be decided by the General Assembly at any time for reasons listed in point 6.4.

§ 7 Rights and Duties of Members

7.1 Members are entitled to participate in all events organised by the Society (subject to application procedures and availabilities) and to use the Society's facilities in accordance with the guidelines drawn up by the Executive Board in consultation with the Scientific Advisory Committee.

7.2 Every member has the right to participate in the General Assembly.

Ordinary members and extraordinary supporting members have the right to vote, whereby each member has one vote.

Only ordinary members have the right to stand for election to the Executive Board.

In case of extraordinary supporting members, a representative appointed by the legal entity has the right to stand for election into the Scientific Advisory Committee.

7.3 Members are obliged to promote the interests of the Society to the best of their ability and to refrain from doing anything that harms the reputation and purpose of the Society. They must observe the Articles of Society and the resolutions of the Society's bodies.

7.4 Ordinary  and extraordinary supporting members are obliged to pay the respective membership fees punctually in the amount decided by the General Assembly each year. The membership fee must be paid in full even if the member joins during the year. Costs and other disadvantages caused by late payment shall be paid by the respective defaulting member. Honorary members are exempt from the obligation to pay membership fees.

7.5 Participating members may be required to pay a participation fee for events organised by the Society.

8. Bodies of the Society

8.1 The bodies of the Society are the General Assembly, the Executive Board, the Auditors and the Court of Arbitration.

8.2 In addition, the General Assembly may decide to establish an Scientific Advisory Committee.

9. Ordinary General Assembly

The ordinary General Assembly shall take place once every calendar year. It is convened by the Executive Board or, if impeded for any reason, by the auditors and consists of the members of the Association.

9.2 All members must be invited in writing (by post or email) at least four weeks prior to the date of the meeting, stating a provisional agenda. In the event of an intended amendment to the Articles of Society, their essential content must be stated.

9.3 The convener shall specify in the invitation whether the General Assembly is to be held with or without the physical presence of the participants (‘virtual meeting’). The convener is free to decide whether a simple virtual general meeting or a moderated virtual meeting is convened. In addition, the convener can specify in the invitation that the individual participants can choose between physical and virtual participation (‘hybrid meeting’). Organisational and technical arrangements for a virtual or hybrid meeting must be made by the convener and announced in the invitation.

9.4 When deciding in which of the forms mentioned in Para. 9.3 the General Assembly should take place, the convener must take appropriate account of the interests of the Society and the participants and ensure barrier-free access to the General Assembly. In all other respects, the provisions of the Federal Act on the Conduct of Virtual General Meetings (VirtGesG, Federal Law Gazette I No. 79/2023), as amended, shall apply.

9.5 If convened in accordance with this Para 9., the General Assembly is quorate regardless of the number of attendees.

9.6 Additional agenda items for the General Assembly can only be submitted in writing to the Executive Board by ordinary members up to two weeks before the General Assembly (receipt). Motions for amendments to the Articles of Society and dissolution of the Society may only be submitted by members of the Executive Board or one tenth of the ordinary members of the Society. If additional agenda items have been requested in due time, the Executive Board must send a finalised agenda to all members of the Society no later than one week before the General Assembly.

9.7 Valid resolutions can only be passed on the agenda.

9.8 All members are entitled to participate in the General Assembly. Ordinary members and extraordinary supporting members have the right to vote, whereby each member has one vote.

The transfer of voting rights to another ordinary member by way of written power of attorney is permitted. However, a member may only represent two other members.

9.9 Resolutions at the General Assembly are generally passed by a simple majority of the valid votes cast. In the event of a tie, the motion is deemed to have been rejected. Abstentions are not counted as votes in favour or against.

9.10 The General Meeting is chaired by the President of the Society or, in his absence, by the Treasurer. If the Treasurer is also unable to attend, the General Meeting shall elect the chair for the general assembly. The chairman of the meeting may admit guests to the general meeting, which is generally not open to the public.

10. Extraordinary General Assembly

10.1 An Extraordinary General Assembly shall be held at the decision of the Executive Board or at the written request of at least one tenth of the ordinary members or at the request of the auditors within six weeks of receipt of the request. The purpose of the Extraordinary General Assembly to be convened must be stated as clearly as possible.

10.2 In all other respects, the provisions on the invitation, quorum and passing of resolutions of the Ordinary General Assembly shall apply mutatis mutandis, even in the case of an Extraordinary General Assembly. The Extraordinary General Assembly may also deal with the matters mentioned in paragraph 11 and submit them for resolution.

11. Tasks of the General Assembly

11.1 The following tasks are reserved for the General Assembly:

·       Receipt of the annual reports and discharge of the Executive Board;

·       Electing and dismissing the members of the Executive Board, the Scientific Advisory Committee and the auditors;

·       Establishment and organisation of an Scientific Advisory Committee;

·       Determination of the amount of the membership fees upon proposal by the Executive Board;

·       Resolution on the annual budget;

·       Authorisation of legal transactions between members of the Executive Board or auditors and the Society;

·       Resolution on amendments to the Articles of Society and on the dissolution of the Society;

·       Consultation, open discussion and decision-making, if necessary, on other issues and matters on the agenda, such as fundamental organizational issues, proposals from members;

·       Conferring and revoking of honorary memberships.

11.2 The Executive Board is obliged to inform the members about the activities and financial management of the Society at the General Assembly. If at least one tenth of the members request this in writing, stating reasons, the Executive Board must also provide the members concerned with such information within four weeks of receiving the request

12. Executive Board

12.1 The Executive Board is the governing body of the Society within the meaning of Section 5 (3) of the Society Act and consists of three to six persons. The Executive Board consists of a President, a Treasurer and a Coordinator as well as their deputies, if deputies have been elected.

12.2 If no deputies have been elected and the President, the Treasurer and/or the Coordinator is prevented from office for an unforeseeable period of time, the auditors are obliged to immediately convene an Extraordinary General Assembly for the purpose of electing a new Executive Board. The same applies if the entire Executive Board is prevented from office for an unforeseeable period of time.

12.3 If the auditors are also unable to act or are not available, each group of three ordinary members who recognise the emergency situation has the right to immediately convene an Extraordinary General Assembly itself or to apply to the court for the appointment of a trustee, who must immediately convene an Extraordinary General Assembly.

12.4 The Executive Board is appointed by the General Assembly for a term of two year. Re-election to the same position is possible up to a total term of office of four years; after which election to a different position is still possible . The Executive Board is entitled to decide on its rules of procedures for which a unanimous vote is required.

12.5 Board meetings can be convened by any Board member in writing (by email) with one week's notice. The invitation must state whether the meeting is to be held in person, virtually or in hybrid form, and the corresponding technical requirements must be announced. The Executive Board is quorate if at least two members are present, one of whom is not a deputy. Resolutions require a majority of two-thirds of the votes cast.

12.6 The Executive Board is responsible for the management and representation of the Society. It is responsible for all tasks that are not assigned to another body of the Society by the Articles of Association. In particular, it is responsible for the following matters:

·       Establishment of an accounting system that meets the requirements of the organisation with ongoing recording of income/expenditure,

·       Preparation of the budget, the annual report and financial statements;

·       Management of the Society's assets,

·       Preparation and convening of the ordinary and extraordinary general meetings

·       Informing the members of the Society about the Society's activities, the Society's accounts and the audited financial statements;

·       Admission and exclusion of members;

·       Keeping a list of members;

·       to recruit and give notice to employees of the Society;

·       Keeping notes of meetings of the Executive Board which have to be provided to the chairman of the Scientific Advisory Committee;

·       Consultation, discussion and, if necessary, decision-making on the recommendations of the Scientific Advisory Committee and prompt written information on these to the Scientific Advisory Committee.

12.7 The Society is represented by the President who has single power of representation. If he is unable to do so, he is represented by his deputy, if elected, otherwise by  the Treasurer. The Treasurer supports the President in the proper financial management of the Society, the Coordinator in internal and external communication. Any approval requirements for certain acts of representation, if provided for in the rules of procedure, have no influence on the legal validity of the representative action, but apply exclusively to the internal relationship.

12.8 Apart from death, the function of a member of the Executive Board expires through dismissal (deselection by the General Meeting) or resignation. Executive Board members may resign in writing at any time. The resignation must be addressed to the General Assembly. The resignation may not be made at an inopportune time so that the Society would suffer damage as a result.

13. Scientific Advisory Committee  - Society Steering Team

13.1 The General Assembly may establish an Scientific Advisory Committee, the Society Steering Team (“SAC” or “Scientific Advisory Committee”) to advise the Executive Board on important strategic and professional issues. The tasks of the Scientific Advisory Committee include, in particular, advising the Executive Board on the topics of the working groups and on the interaction and exchange of information between research institutes and industry.

13.2 The members of the Scientific Advisory Committee should have specialised knowledge and experience that is useful for the work of the Society. Apart from ordinary and extraordinary supporting members  and honorary members, also non-members can be elected to the Scientific Advisory Committee, whereas the majority must always be ordinary members.

13.3 The Scientific Advisory Committee consists of a minimum of three and a maximum of fifteen members. They are elected by the General Assembly for a term of office of two years. Members of the Committee may be re-elected without limitation. The aim is for no more than half of the members to be newly elected at the same time, whereas at least one third of the Scientific Advisory Committee members need to be female. In addition, it should be aimed at a balanced representation of the various groups on the Scientific Advisory Committee.

13.4 The Scientific Advisory Committee has no separate voting rights in the General Assembly and no decision-making authority in the Executive Board.

13.5 The Scientific Advisory Committee meets at least twice a year. The meetings are convened by the Chairman of the Scientific  Advisory Committee in accordance with the rules for the executive board. The Chairman is elected by the members of the Scientific  Advisory Committee at the first meeting after each election. The Executive Board is obliged to attend the meetings of the Scientific Advisory Committee.

13.6 The Scientific  Advisory Committee has the right to adopt its own rules of procedure. The members of the Scientific Advisory Committee are obliged to treat confidentially any information that becomes known to them in the course of their work. The members of the Scientific Advisory Committee perform their duties on an honorary basis. However, they may be reimbursed for expenses as agreed with the Executive Board and within the financial means of the Society.

13.7 Membership of the Scientific Advisory Committee ends upon expiry of the term of office, resignation, death or dismissal by the General Assembly. Resignation must be communicated to the Executive Board in writing. The resignation becomes effective upon receipt of the notification.

14. Auditors

14.1 The Society has two auditors, who do not have to be members of the Society. They are elected by the General Assembly for a term of two years. Re-election is possible without restriction. Legal transactions between the auditors and the Society require the authorisation of the General Assembly in order to be valid.

14.2 The auditors have to examine the financial management of the Society regarding the correctness of the accounting and the statutory use of funds within four months from the preparation of the income and expenditure account or the annual financial statement. The Executive Board must present the necessary documents to the auditors and provide the necessary information. The auditors have to report the results of the audit to the General Assembly. The audit report must confirm the correctness of the accounting and the statutory use of funds or identify any deficiencies in management or risks to the Society's existence. Additionally, internal transactions and unusual income or expenditures must be disclosed.

14.3 If the Society is obliged, according to the applicable legal provisions, to appoint a state certified auditor, the latter shall take over the tasks of the auditors. This also applies in the event of a voluntary audit.

15. Court of Arbitration

15.1 The Court of Arbitration shall decide on all disputes arising from the Society relationship

15.2  The Court of Arbitration is made up of three persons who do not have to be members of the Society. The members of the Court of Arbitration may not belong to any body - with the exception of the General Assembly - whose activities are the subject of the dispute. The Court of Arbitration is formed in such a way that each party to the dispute nominates one person as arbitrator and informs the Executive Board thereof, whereby the Executive Board, if it is itself or the Society is the other party to the dispute, must nominate the other member of the arbitration tribunal within fourteen days; if another member of the Society is affected by the dispute, the Executive Board shall request this member to nominate another member of the arbitration tribunal within fourteen days of receipt of the request.

15.3 These two arbitrators shall elect a third person to chair the Court of Arbitration. If they fail to reach agreement, the candidates proposed by the arbitrators shall be chosen by lot. The arbitrators are obliged to take part in the drawing of lots. If a nominated arbitrator prevents the formation or work of the Court of Arbitration, this shall be attributed to the member who nominated him, who shall be requested by the Executive Board to provide a replacement within a reasonable period of time

15.4 The Court of Arbitration shall first attempt mediation; if this is not possible, it shall be authorised to decide the dispute. The parties to the dispute may be represented by a lawyer, but no costs will be awarded. However, the Court of Arbitration may make a recommendation regarding the payment of costs in the course of the dispute resolution process.

15.5 The Court of Arbitration shall reach its decision by a simple majority of votes with all its members present, at least virtually. The parties to the dispute shall be given the opportunity to make oral or written submissions on the subject matter of the dispute. The Court of Arbitration may, if it deems it appropriate, organise a (virtual) hearing with the participation of the parties to the dispute. It shall decide to the best of its knowledge and belief. The chairman of the Court of Arbitration is responsible for issuing the decision, which must in any case contain a statement of reasons. The decisions of the arbitration tribunal are final within the Society.

15.6 If the respondent fails to nominate an arbitrator within a period of fourteen days after the nomination of the arbitrator by the applicant or fails to nominate a substitute arbitrator within a reasonable period of time (clause 15.3), this shall be deemed as consent to the application

16. Dissolution of the Society

16.1 The voluntary dissolution of the Society can only be decided by an ordinary or extraordinary General Assembly whose invitation already explicitly included this point of the agenda. The voluntary dissolution requires a two-third majority of votes cast.

16.2 The General Assembly must also decide on liquidation. Unless the General Assembly decides otherwise, the President is the liquidator authorised to represent the Society.

16.3 In the event of (voluntary or official) dissolution of the Society, the remaining assets of the Society after covering the liabilities shall be transferred to an organisation that pursues the same or similar purposes as the Society, in any case for charitable purposes within the meaning of §§ 34 ff BAO.