Art. 1. Name
(1) GWNET is a non-profit association established under Austrian law.
(2) In international contexts, the Association shall be known as the “Global Women’s Network for the Energy Transition (GWNET)”. In these Statutes the association is called “GWNET”.
(3) The registered office of GWNET shall be in Vienna. Its activities shall extend worldwide.
Art. 2. Objectives
(1) The objective of GWNET is to promote the energy transition in developed and emerging/developing countries by:
- empowering women working in the field of sustainable energy through interdisciplinary networking, advocacy, training, coaching and mentoring;
- promoting gender sensitive action around the energy transition with renewable energy and energy efficiency.
(2) The objectives of GWNET shall be achieved by:
Advocacy, in particular through the generation and transmission of information, by compiling and editing of publications and their distribution, by facilitating women empowerment programmes as well as by organising different events such as conferences, seminars and workshops.
(3) The necessary financial means shall be assured by public and private contributions.
(4) GWNET is a non profit organisation. GWNET’s members shall have no entitlement to any share of proceeds derived from GWNET activities. The members shall be entitled to participate in GWNET’s tendering procedure or other programs under the same conditions as any other Party.
Art. 3. Members
(1) Any natural or legal person identifying with the aims of GWNET may apply to become a Member.
(2) Applications to become a member shall be addressed to the International Secretariat and are subject to the approval of the Governing Board. The decision to accept new members requires a two-thirds majority of the Governing Board. Applications to become a member may be denied without explanation.
(3) Categories of membership as well as the amount of the membership fees shall be determined by the Governing Board and approved by the Meeting of Members.
Art. 4. Termination of membership
(1) Members may resign from GWNET by giving three months written notice to the International Secretariat.
(2) Membership terminates automatically upon the dissolution of GWNET.
(3) The General Assembly shall have the power to expel any member found by that meeting to be in severe violation of his/her duties as a member by a vote of two-thirds majority.
Art. 5. Rights and duties of members
(1) Each member has the right to vote at a General Assembly and has one vote.
(2) Each member has the right to stand for election to the Governing Board at the General Assembly.
(3) Each member has the right to request and receive a copy of the Statutes of GWNET from the International Secretariat.
(4) Each member has the right to request a General Assembly, and if requested by at least a tenth of the members of GWNET the Governing Board shall call such a Meeting.
(5) At the General Assembly the members shall be informed by the Governing Board about GWNET’s current activities and financial status. If at least a tenth of the members request this information between General Assemblies, the Governing Board shall provide reasonable information to the requesting members within 4 weeks.
(6) The Governing Board shall provide members with the audited annual accounts of GWNET.
(7) Members shall support the interests of GWNET and abide by the Statutes of GWNET and the decisions of its organs.
Art. 6. Organs of GWNET
(1) The organs of GWNET shall be:
- the General Assembly;
- the Governing Board;
- the International Secretariat.
Art. 7. The General Assembly
(1) The General Assembly (GA) is the assembly of all members according to the Austrian Association Act (Vereinsgesetz 2002). A General Assembly shall be convened by the Governing Board and held at least once every four years.
(2) An extraordinary General Assembly shall take place within three months upon:
- a decision by the General Assembly;
- a decision by the Governing Board;
- a decision by the Governing Board upon receipt of a request in written form signed by at least one tenth of the members of GWNET in accordance with Art. 5 para.4; or
- according to the procedure laid down in Art. 9 para. 2
(3) All members shall be invited to attend a General Assembly. At least four weeks written notice shall be given (to the email-address given to GWNET). The notice shall include an agenda with the topics planned for the GA at the moment of the invitation. The agenda may be amended before and during the GA.
(4) All members may participate in the General Assembly. In case a member cannot participate in the General Assembly in person, he/she can give a proxy to another member; the proxy needs to be sent to the International Secretariat in writing.
(5) Decisions will be taken by simple majority of valid votes of members and proxies present. If the votes are evenly divided, the Chairperson shall have the casting vote. Decisions to amend the Statutes of GWNET require a vote of two-thirds majority of valid votes of members or proxies present.
(6) The General Assembly is presided over by the Chairperson or in his/her absence the Vice Chairperson.
If both are unavailable the longest-serving attending member of the Governing Board shall preside.
Art. 8. Functions of the General Assembly
(1) The functions of the General Assembly are:
- Adoption of the agenda of the Meeting;
- Approval of annual accounts, annual report and auditors’ report;
- Adoption of work programme and budget for the next working period;
- Election of the members of the Governing Board and election of the Chairperson of the Governing Board;
- Appointment of the auditor for the annual accounts;
- Decision on date and place of the next General Assembly;
- Decision on amendments of this Statute and dissolution of GWNET;
- Adoption of financial rules for GWNET and other matters prepared by the Governing Board;
- Adoption of the by-laws to the present Statutes which forms a binding integral part of the same.
(2) The General Assembly may establish such subsidiary bodies, including technical working groups and regional secretariats, as it deems necessary for the performance of its functions.
Art. 9. Governing Board
(1) The Governing Board shall consist of not less than 6 persons, including the Chairperson, the Vice-Chairperson, the Rapporteur and his/her deputy and the Treasurer and deputy.
(2) The General Assembly shall elect the Governing Board and the Chairperson of the Governing Board. The Governing Board elects the holders of the other offices stated in Article 9(1) among their appointed members. In case the General Assembly did not determine a Chairperson, the Governing Board shall also take that decision. Any interim vacancy in the Governing Board may be filled by the Governing Board by co-option, such appointment to be confirmed at the next General Assembly. If the member to be replaced is the holder of the Chair, the Governing Board may elect among their members the new Chairperson. If the Governing Board is ineffective for an unforeseeable time, each member has the right to ask for a trustee at the competent court. The trustee has to call for a Special General Assembly immediately.
(3) The Governing Board shall hold office for a period of four years. Should a Governing Board member resign prior to the expiration of the office term, the newly-elected member in his/her stead shall be deemed in office for the remaining period of the current office term of the Governing Board, so that at its end a new Governing Board shall be elected altogether. The re-election of individual members of the Governing Board shall be permitted.
(4) The Governing Board meets at the call of the Chairperson or, if he/she is prevented from attending to his/her duties, at the call of the Vice-Chairperson, or when at least one third of the Governing Board so request. The Board shall meet at least once a year. All members of the Governing Board shall be invited to meetings of the Governing Board.
(5) Each member of the Governing Board has one vote.
(6) The Governing Board has a quorum if all members were invited and at least half of them are present. The Governing Board can also take decisions through teleconferencing or written procedures. The Governing Board takes decisions by simple majority of members voting; if votes are equally divided the vote of the Chairperson is decisive.
(7) The Chairperson presides over the meeting; if the Chairperson is unable to attend to his/her duties the Vice-Chairperson shall preside over the meeting; in the case of both the Chairperson and Vice-Chairperson being unable to attend to his/her duties the member that is asked to do so by the majority present shall preside over the meeting.
(8) The General Assembly may at any time pass a motion dismissing the Governing Board or any of its members. The dismissal comes into effect with the appointment of the new Governing Board or new member(s) of the Governing Board.
(9) The members of the Governing Board may at any time resign from the Governing Board by written notice via the International Secretariat to the Governing Board, or in the case of resignation of the whole Governing Board to the General Assembly. The resignation takes effect with the election or co-option of the successor.
Art. 10. Functions of the Governing Board
(1)The Governing Board shall be responsible for the conduct of the business of GWNET in accordance with these Statutes. Its functions are to:
- Develop and oversee the key strategic direction of the GWNET, including targets, work programmes, budgets and funding priorities;
- Prepare by-laws and financial rules of GWNET to be adopted by the General Assembly;
- Prepare and call for General Assemblies;
- Consider and decide upon membership applications;
- Provide instructions to the International Secretariat;
- Elect among their members the holders of the offices stated in Article 9 (1) and in case stated in Article 9 (2) also the Chairperson;
Determines whether and who in the International Secretariat should receive Power of Attorney to represent GWNET, determine contractual and financial matters and to issue such a Power of Attorney to the members of the International Secretariat.
- Appoint the management of the International Secretariat according to Article 12 (2)
(2) The Governing Board may exercise functions normally attributable to the General Assembly where such action is necessary to avoid irreparable harm to GWNET or its undertakings. Any measures taken in exercise of these functions require subsequent approval by the General Assembly.
(3) The Governing Board may delegate certain powers and responsibilities to the International Secretariat. In this case the Governing Board will issue clear documentation to the International Secretariat defining the delegated responsibilities and powers, and among such documentation issue necessary written power of attorney to the persons within the International Secretariat which they need to fulfil the delegated responsibilities.
Art. 11. International Secretariat
(1) The International Secretariat of GWNET is located in Vienna.
(2) The International Secretariat shall consist of at least 1 staff member, GWNET’s Executive Director who is appointed by the founders of GWNET and thereafter the Governing Board for a duration of four years. The GWNET Executive Director will serve, ex officio, as non-voting member of the Governing Board. He/she shall be present during the General Assembly.
(3) The Executive Director manages the ongoing business of GWNET.
(4) The functions of the International Secretariat are to:
- facilitate and manage communication between members;
- serve as a focal point for information sharing between members;
- organise and report on meetings of the Governing Board and the General Assembly;
- work with Governing Board to develop the work programme, budget and funding proposals of GWNET and execute these;
- receive and disseminating funding bids and proposals to interested donors and investors;
- implement the decisions of the Governing Board;
- anything else necessary to fulfil responsibilities and powers as eventually delegated by the Governing Board.
Art. 12. Representation of the association
(1) The Governing Board the Executive Director of the International Secretariat represents GWNET.
(2) For written documents two signatures are necessary, these can be provided by two members of the Governing Board or by one member of the Governing Board and the Executive Director of the International Secretariat
Art. 13. Auditor
(1) An independent professional auditing company shall be contracted to carry out the annual audit of the GWNET accounts.
(2) The auditors shall audit the accounts of GWNET according to all proper accounting standards and with due regard to the provisions of this Statute and the financial rules to be prepared by the Governing Board and adopted by the General Assembly. The Governing Board and the International Secretariat shall provide the auditors with all necessary documentation and information. The Auditors shall report to the General Assembly.
(3) The rules set out in Art. 9 (8) and (9) of these Statutes apply mutatis mutandis to the auditors.
Art. 14. Settlement of Disputes
(1) Disputes concerning the interpretation or application of these Statutes shall be settled by the GWNET board of arbitration. The board of arbitration acts according to the Austrian Association Act and is not a court of arbitration (within the meaning of Section 577ff of the Austrian Civil Procedure Act).
(2) The board of arbitration shall be constituted on an ad hoc basis and shall consist of three members. One of the parties to the dispute provides in writing the name of one member of the board of arbitration to the Governing Board. The other party is then requested by the Governing Board to name another member of the board of arbitration within 14 days. The two so named members of the board of arbitration shall then name within 14 days another member as chairperson of the board of arbitration. If they fail to reach agreement they shall draw lots to decide whose nomination is chosen as the third member. The members of the board of arbitration may not belong to any organ of GWNET other than the General Assembly.
(3) The board of arbitration shall reach its decision by majority vote after hearing both parties with all members of the board of arbitration present. Decisions of the board of arbitration may not be overruled by any other organ of GWNET.
Art. 15. Dissolution of GWNET
(1) The General Assembly may decide to dissolve GWNET by a vote requiring two-thirds majority of the members present at the duly constituted General Assembly.
(2) Following any such vote, that General Assembly is required to draw up a plan for dissolution. It shall nominate a Trustee and decide how any assets should be apportioned following settlement of liabilities. Remaining assets should be passed to a non-profit organisation that follows similar goals, or some other suitable charitable organisation.