Terms and conditions of the Tourismusverband Wels

1. Legal personality, roles of the Tourismusverband
1.1. The Tourismusverband Wels is an administrative agency and has a legal personality.
1.2. The roles of the Tourismusverband are, in particular:
a) looking after guests, in particular through providing information, accommodation and organising leisure activities;
b) organising the offer in the tourist regions;
c) advertising and promotions for tourism.
1.3. In performing its roles, the Tourismusverband shall refer to the state tourism concept.

2. Duties of the plenary meeting
2.1. The plenary meeting has the following duties:
a) the selection of the members of the tourism commission as sent by the plenary meeting;
b) the increase in the number of elected members of the tourism commission , where applicable;
c) modification of the method of election, where applicable, in relation to members of the tourism commission;
d) discharging members of the board and of the tourism commission;
e) acknowledgement of the proposals made by the tourism commission.
2.2. The plenary meeting is also obliged to make decisions on the following issues:
a) the dismissal of a member of the tourism commission (on the suggestion of one of the members of the tourism commission);
b) the increase or reduction in the percentage and minimum contribution (on the suggestion of the tourism commission);
c) the waiving of one of the terms and conditions (on the suggestion of the tourism commission).
2.3. The granting of compensation to members of the tourism commission requires the decision of the plenary meeting.

3. Calling a plenary meeting:
3.1. A plenary meeting is to be called:
a) at least once a year;
b) within a month
- requested by at least a third of members of the Tourismusverband in writing, giving their reasons, to the chairman or chairwoman,
- the tourism commission decides or
- a meeting is requested by the supervisory entity in writing, stating reasons.
3.2. Invitations must be sent out two weeks before the meeting. The invitations are to be delivered by post, via another technically available medium (e.g. email, fax) or by a messenger. To ensure that the invitation is sent on time, the postmark, the transmission date for invitations sent via another technically available method or the delivery are important.
3.3. All compulsory and voluntary members of the Tourismusverband are invited to the plenary meeting in writing. Members if the tourism commission who are not members of the Tourismusverband are invited to take part in the plenary meeting in an advisory capacity.
3.4. The invitation to the plenary meeting is extended to the tourism area(s) covered by the Tourismusverband for the duration of two weeks via an announcement on the official notice board.
3.5. The invitation must specify the location and time of the meeting as well as the agenda. The agenda will be set by the chairman or woman, taking into consideration any suggestions made by members of the Tourismusverband, where applicable. The agenda will cite all items which will be discussed and determined in the meeting. In the case of point 3.1. lit. B, the reasons given for wanting to hold a meeting must be taken into account when the agenda is being compiled.
3.6. The invitation must state that the plenary meeting is competent to pass resolutions after a waiting time of half an hour, regardless of the number of members present or represented.
3.7. Should the election of members of the tourism commission be on the agenda, the invitation must also include the fact that an election proposal
a) can be made by each and every compulsory member and each voluntary member of the Tourismusverband for its voting group (municipality group),
b) must include a list containing at least as many electable members as there are members of the voting group (municipality group) to be elected,
c) must be signed in writing by the initiator and the individuals put forward
d) must be presented at the latest on the third day before the election at the offices of the Tourismusverband. Should this day fall on a Saturday or Sunday or on a public holiday and should the offices of the Tourismusverband not be open on this day, the election proposal must be presented at the latest on the last previous working day.

4. Exercise of the right to vote in the plenary meeting
4.1. The right to vote is to be exercised by the members personally or, if the member is not a natural person, by means of an entity authorized as an agent.
4.2. The right to vote can also be exercised in the plenary meeting by means of a person authorized in writing; the written form requirement for the grant of authority can be set aside representation by a family member known to one of the members of the tourism commission is involved. An authorized person may not represent more than one member.

5. Tasks of the tourism commission
5.1. The tourism commission has the following tasks:
a) the selection of the board of directors (chairman or chairwoman, deputy chairman or deputy chairwoman for the chairperson, and an additional member of the board of directors);
b) the possible increase in the number of members of the board of directors and the selection of these members of the board of directors;
c) the selection of the auditors;
d) the approval of the budget and possible amendments;
e) the creation of the annual financial statements;
f) the making of a motion at the plenary meeting with respect to the waiver of a rule of procedure;
g) the making of a motion at the plenary meeting with respect to increasing or decreasing the percentage rates as well as the minimum contribution;
h) the issuance of routine decisions to members of the board of directors;
i) the dismissal of a member of the board of directors;
j) the acceptance of voluntary members into the tourism association and the termination of voluntary membership;
k) the acceptance of additional persons as members of the tourism commission with advisory votes;
l) the making of a motion that the state government declare a tourism commission member's affiliation as lost;
m) the early dissolution of the tourism commission.
5.2. A resolution of the tourism commission is necessary for the following acts by the organizational management:
a) the following projects, if they exceed a quarter of the revenues from contributions from interested parties and tourism support contributions included in the current budget, or 35,000 Euros, whereby with respect to the adoption (issuance) of loans and advances or the assumption of liability from the particular overall status, the following is to be assumed:
 - the adoption as well as the issuance of loans and advances;
 - the assumption of liabilities;
 - construction projects;
 - the purchase, the sale or the mortgaging of real properties;
 - the mortgaging of movable assets or the assignment of movable objects as security;
 - the adoption of guarantees;
 - the provision of acceptance commitments;
b) the execution of real estate leasing contracts and of financing forms similar to leasing for real estate (for example, lease financing contracts);
c) the formation and the operation of companies, investment in a company, and important changes in the operation of companies or the investment in companies;
d) the merger, the dissolution, the joining of and the withdrawal from a tourism organization collective, an association or a joint venture;
e) the formation and abandonment of a branch office;
f) the request for the grant of rights of use or for the opening of private roads according to §§ 46 and 49 of the Upper Austrian Tourism Act of 1990.
5.3. The tourism commission can determine that certain or all acts by the organizational management require the approval of the tourism commission, if these tasks have the consequence of going beyond a level to be specified by the tourism commission.
5.4. The tourism commission is required to report to the plenary meeting comprehensively regarding the resolutions it has made.

6. Convening the tourism commission
6.1. The tourism commission is to be convened:
a) at least semiannually;
b) within one week if demanded by at least one third of the members of the tourism commission or by the oversight authority in writing with reasons provided.
6.2. The invitation must be provided at least two weeks prior to the meeting. In particularly urgent cases, the period can be reduced to five days. A reduction of the period is not permissible if the budget is to be discussed at the meeting. The invitations are to be delivered by post, in another technically possible manner (email or fax, for example) or by messenger. The postmark, the send date for the invitation provided in another technically possible manner, or the delivery is controlling for the determination of the timeliness of the invitation.
6.3. All members entitled to vote and advisory members of the tourism commission are to be invited.
6.4. The invitation must provide the location and time of the start of the meeting as well as the agenda. The agenda is established by the chairperson, giving consideration to suggestions from members of the tourism commission. In it, all subjects are to be mentioned that are to be discussed in the meeting and decided in a resolution.
6.5. If the budget is to be discussed in the meeting, the draft of the budget is to be issued to the branch offices of the tourism association over a period of 14 days for examination by the members of the tourism commission, and a copy of the draft is to be forwarded to them upon request. The notice of this option is to be provided
correspondingly in the invitation.
6.6. An amendment to the agenda must be made if at least three members of the tourism commission demand it no later than five days prior to the meeting.  Notice of the amendment to the agenda is to be provided to the members without delay. With respect to subjects that are not included in the agenda, or for the deliberation of which the necessary documents were not made available, a resolution decision can be made only if all members entitled to vote are present and no member objects. However, in exceptional cases, by providing the reasons, the chairperson can order the waiver of these basic principles.
6.7. If a member of the tourism commission is prevented from participating in the meeting of the tourism commission, the following procedure is followed:
a) A member of the tourism commission selected from the plenary meeting is required to inform the chairman or the chairwoman without delay. The chairman or chairwoman is required to promptly summon the next replacement member for the nomination, for which the prevented member campaigned. If a replacement member does not appear (or no longer appears) for the nomination, the replacement members are to be considered according the alphabetic sequence for the other nominations for the related voting groups (community groups). Representation by a replacement member from another voting group (community group) is not permissible. The summoning requirements can be waived to the necessary extent for summoning a replacement member.
b) A dispatched member and the mayor are required to inform the representative themselves. The mayor's representation conforms to the local legal requirements (Upper Austrian Local Code 1990, Statute for the Cities of Linz, Steyr and Wels).

7. Tasks of the board of directors
7.1. As the managing entity, the board of directors is responsible for managing all matters that are expressly assigned to other entities by the Upper Austria Tourism Act of 1990. The board of directors is required to conduct the business of the tourism association and to manage and organize the tourism association such that the tasks of the tourism association are carried out with consideration for the legal guidelines as well as the basic principles of thrift, efficiency and expediency in the best possible manner.
7.2. The board of directors is required to report semiannually to the auditors regarding the tenor of the transactions, the financial position in comparison to the budget and the trend for the financial position to be expected in the future. If circumstance arise that are of considerable importance for the liquidity of the tourism association, if another material cause is present, or if it is demanded by the auditors, the auditors are to be notified without delay.

8. Allocation of duties in the board of directors
8.1. The board of directors can assign tasks to individual members for independent completion by means of a written allocation of duties. The allocation of duties requires the approval of all members of the board of directors. The determination of the areas of responsibility and their assignment to the individual members of the board of directors, as well as the provision of the representation in the case of the temporary disability of the member of the board of directors responsible for an area of responsibility are to be made in the allocation of duties. It can also be specified in the allocation of duties that a member of the board of directors is granted representative authority in the context of the tasks transferred to him for independent completion.
8.2. In the case of an allocation of duties, each member of the board of directors is required to be responsible for properly handling transactions in his area of responsibility. Each member of the board of directors is obligated to continuously notify the remaining members of the board of directors about important cases, and to advise the remaining members of the board of directors about matters that affect multiple areas of responsibility or that are of general significance. Upon request, each member of the board of directors is obligated to provide every other member of the board of directors all
details concerning his own area of responsibility, and to allow review of the documents. The allocation of the areas of responsibility exempts no members of the board of directors from the responsibility.
8.3. Matters that materially affect the area of responsibility of multiple members of the board of directors, or that cannot be clearly classified into one area of responsibility, require an adoption of a resolution by the board of directors in each case.

9. Convening the board of directors
9.1. The board of directors is to be convened:
a) as required;
b) within one week if at least two members of the board of directors demand it of the chairperson in writing while providing the reasons.
9.2. The members of the board of directors and the mayor or mayors for the tourist area(s), into the territory of which the tourism association extends, are to be invited to the meetings.
9.3. The invitation must be provided one week prior to the meeting. This period can be reduced to three days in particularly urgent cases. Apart from that, with respect to the form of the invitation and the agenda, the provisions of items 6.2, 6.4 and 6.6 regarding the invitation and the agenda for meetings of the tourism commission are applicable analogously, with the requirement that an amendment must be made to the agenda if it is demanded by at least two members of the board of directors no later than two days prior to the meeting.

10. Tasks of the chairman or chairwoman
10.1. The chairman or chairwoman has the following tasks:
a) the representation of the tourism association to the outside world (see item 10.3.);
b) the convention of the plenary meeting, the meetings of the tourism commission and of the board of directors, and the control of the chair in these meetings.
c) the preparation for and management of the election of the members for the tourism commission, of the board of directors and of the auditors;
d) the participation in the regional tourism conference and the announcement regarding at which regional tourism conference the right to vote will be exercised.
10.2. In the case of the disability of the chairman or chairwoman, the deputy chairman or deputy chairwoman stands in place of the chairman or chairwoman, to whom the authority and obligations of the chairman or chairwoman belong in this case.
10.3. The chairman or chairwoman is called upon to represent the tourism association to the outside world. Representation to the outside world is only permissible if a decision of the responsible entity that is necessary internally exists. The validity of a representative action with respect to third parties is not thereby affected, however.
10.4. If it is absolutely necessary in order to preclude a disadvantage for the tourism association, the chairman or chairwoman can decide for himself or herself on matters that require a resolution of the board of directors, if the board of directors cannot meet in a timely manner, or if there is no quorum for the board of directors despite a proper invitation. In this case, the chairman or chairwoman is required to bring the measures taken to the attention of the board of directors without delay.

11. Tasks of the auditors
11.1. The auditors are obligated to audit the current performance and the annual financial statements for the tourism association, including its commercial companies, for their thrift, efficiency and expedience, and well as for agreement with the budget.
11.2. On the basis of each semiannual or a possible special report, the auditors are required to report whether a material deviation of the performance from the plans of the tourism association exists that was not authorized by a resolution of the tourism commission, or other grievance, and to propose the convention of the tourism commission if necessary. It decides on the basis of the documents and reports provided to it regarding the measures necessary for the elimination of the nuisance.
11.3. The auditors are also required to satisfy themselves of the correctness of the cash management and the accuracy of the accounting, and to provide a written report on these matters to the tourism commission at least two time per year.

12. Meetings of the auditors
12.1. The auditors are required to appoint an audit member who is obligated to lead their meetings. This member is also required to convene the meetings of the auditors.
12.2. Meetings of the auditors are to be convened in each case on the occasion of the submission of a semiannual report or a possible special report, and when matters require it, as well.

13. Internal control system
13.1. The board of directors is required to ensure that an internal control system is established in the tourism association alongside a proper accounting system. The goals of the internal control system are the security of the assets, the security of the reliability and the accuracy of the bookkeeping, compliance with the organization policies and increasing efficiency.
13.2. Organizational measures in the context of the internal control system are the separation of functions (?four eyes principle?), the establishment and standardization of operational processes and the controls and inventory controls to be audited by comparison.

14. Bias
14.1. Members of the entities of the tourism association are barred from providing advice and adopting resolutions regarding a subject:
a) in matters involving themselves, their spouse, a relative by blood or a relative by marriage in a direct ascending or descending line, a niece or nephew, or a person who is more closely related or related by marriage to the same degree;
b) in matters of their adoptive or foster parents, adoptive or foster children, their ward or persons assisted with care;
c) in matters in which they were authorized or are still authorized with a power of attorney by a person involved;
d) if other material reasons exist that are sufficient to call their complete impartiality into question.
14.2. However, the biased person is required to assist with the briefing and issuance of information upon request.
14.3. If the board of directors does not have a quorum in a matter because of the bias of its members, then the tourism commission makes the decision regarding the matter.
14.4. Each person is required to recognize his own bias. When in doubt, the relevant cooperative entity is to decide whether a reason for bias exists.
14.5. Bias does not exist if someone is involved in the matter only as a member of a profession or population group, whose collective interests are affected by the matter. This also applies when the party concerned is to be called upon to represent the affected interests of the profession or population group.

15. Exercise of the right to vote in the tourism commission, in the board of directors and by the auditors
The members of the tourism commission, as well as replacement members and representative of members of the tourism commission if necessary, the members of the board of directors and the auditors are required to exercise their voting rights personally in each case.

16. General resolution requirements
16.1. An entity has a quorum when the invitation was made correctly and in a timely manner, and at least half of the members entitled to vote are present. The following deviating attendance requirements apply:
a) in the plenary meeting, at least a third of all members must be present or represented. If a third of all members are not represented at the start of the appointed time, the plenary meeting has a quorum after a waiting period of one half hour without regard to the number of members represented, if this was expressly pointed out in the invitation;
b) at least two thirds of the members entitled to vote must be present at the constitutive meeting of the tourism commission.
16.2. The approval of more than half of the members entitled to vote who are present is necessary for a resolution. However, the approval of two thirds of the members entitled to vote who are present is necessary for
a) the increase or decrease by the plenary meeting of the percentage rate for the calculation of the contributions of the interested parties or of the minimum contribution;
b) the dismissal of a member of the tourism commission by the plenary meeting;
c) the dismissal of a member of the board of directors by the tourism commission.

17. Subjects for negotiation and negotiation procedure in the plenary meetings, the meetings of the tourism commission and the meetings of the board of directors
17.1. The chairman or chairwoman alone decides conclusively regarding the order that motions for approval are brought, and whether motions for adoption of a resolution are deferred to the next meeting. He or she also decides whether a matter will be settled by vote. He or she can close discussion of a matter early if each of the members present have made comments or have waived the right to comment.
17.2. Votes take place by raising hands. However, secret ballots are to be used for votes if a third of the members present who are entitled to vote demand it.
17.3. Elections are always to be carried out using secret ballots. This requirement can be waived for the election of the members of the board of directors and the auditors for a unanimous resolution by the tourism commission.
17.4. If questions are directed to the chairman or chairwoman in the context of the deliberations on the individual agenda items, they are to be answered promptly to the extent possible. If a comprehensive answer is not possible or expedient in the context of the meeting, the party asking the question is be provided with a written answer within six weeks.

18. Minutes
18.1. Minutes are to be recorded for each meeting of an entity of the tourism association. In any case, to be noted in them are:
a) location, date and time of the start and the end of the meeting;
b) the items in the agenda;
c) the wording of all motions made for approval;
d) the results of the votes;
d) the nominations made and the election results for elections;
f) the particular speakers and the material content of their speeches;
g) each change in the chair;
h) each interruption of the meeting.
18.2. The leader of the meeting is required to nominate a suitable person as a secretary to compose the minutes. The minutes are to be signed by the leader of the meeting and by the secretary.
18.3. The minutes are to be transferred to a clean copy without delay, and no longer than within four weeks after the meeting. However, the minutes for a plenary meeting in which an obligation or burden was decided for a member are to be transferred to a clean
copy within one week.
18.4. The minutes for a plenary meeting or the meeting of the tourism commission are to be kept available for inspection by the members of the related entity in the branch office of the tourism association for one month after completion of the clean copy. For minutes for a plenary meeting in which an obligation or burden for a member was decided, the chairman or chairwoman is required to point out the option to inspect the minutes by means of an appropriate notice on the official bulletin board for the tourist area(s).
18.5. Each member of the plenary meeting or of the tourism commission can make a motion for a change to the minutes within the inspection period according to item 18.4. If no such motion is made, the minutes are considered approved. Change motions made in a timely manner are to be decided at the next meeting.
18.6. The minutes for a meeting of the board of directors are to be forwarded without delay after their completion to the members of the board of directors and the mayor or mayors for the tourist area(s), into the territory of which the tourism association extends. Item 18.5 applies analogously with the requirement that the members of the board of directors can make a change motion within two weeks after delivery of the minutes.
18.7. Minutes for plenary meetings and meetings of the tourism commission, and possible changes or additions to such minutes, are to be forwarded to the oversight authority in any case without delay after completion along with all enclosures.

19. Public nature
19.1. The plenary meetings and the meetings of the tourism commission are open to the public. In accordance with the available positions, everyone is entitled to listen in and to make written records.
19.2. The meetings of the board of directors and of the auditors are not open to the public.
19.3. The principle of the meetings' public nature can be waived for meetings of the tourism commission when the chairman or chairwoman or at least three members of the tourism commission who are entitled to vote demand it, and if the tourism commission decides to do so after removal of the attendees. However, the public cannot be barred from the discussion of the budget and financial statements.

20. Practice of the business activity in a company
If the tourism association is an investor in a company in which it has the majority of the voting rights, a procedure for the management of this company is to be enacted, according to which the approval of the shareholders is necessary for all transactions that require a resolution at the level of the tourism association according to item 5.2 or 5.3. The approval of the tourism association as a shareholder may be granted only with authorization from the tourism commission.