STATUTES

Statutes of the association

WORLD PACKAGING ORGANISATION

WPO

§ 1: Name, registered office and scope of activities

1. The name of the Association shall be the World Packaging Organisation (WPO).

2. It shall have its seat in Vienna and shall extend its activities throughout the world.

3. The establishment of branch associations is intended.

§ 2: Purpose

The Association, whose activities are non-profit, aims to:

1. 2. 3. Promote the development of packaging technology, science and technology, the development

of international trade and the promotion of education, research and training in the field of

packaging;

Promote the development, advancement and expansion of packaging design and technology;

Self-conception as a voluntary, non-profit, international, non-governmental organization open

to individuals, societies, enterprises, educational institutions and government agencies whose

main activities are concerned with all aspects of packaging technology, science, engineering

and trade.

§ 3: Means to achieve the purpose of the association

1. The purpose of the Association shall be achieved by the non-material and material means

specified in paragraphs 2 and 3.

2. Non-material means are

• To promote the development of packaging technology, science and engineering worldwide;

• To promote the development of packaging competence and expertise;

• To promote communication on packaging technology, applications and achievements;

• To provide a forum for those organizations interested in advancing the state of the art in

packaging;

• Guide and communicate with its members on packaging-related issues such as consumer safety,

food preservation and environmental impact;

• To assist in creating conditions that

o Contribute to the optimization of shelf life, protection and distribution of food and other

packaged products,3. o contribute to the development of international trade

o advise on the establishment and operation of national packaging organizations and

institutes,

o provide information on sources of packaging knowledge and engage in other exempt

activities related to packaging as approved by the Board.

The necessary material resources shall be raised through

a. Joining fees and membership dues

b. Donations to the Association

c. Organization of meetings and congresses

d. Awarding of recognition prizes in the field of packaging technology

e. Raising of subsidies/support for any projects

§ 4: Types of membership

There are four types of membership in the Society:

1. Full membership (with voting rights) is granted to regional packaging associations, national

packaging institutes or similar other bodies such as industrial, trade or professional

associations representing a variety of packaging materials and packaging interests in their

respective countries or regions. Currently, only one member per country may be a full member

(with voting rights).

2. Full membership (without voting rights) is granted to the bodies described in A. above but

joining as a second or subsequent member from a particular country or region.

3. Affiliate membership (without voting rights) is granted to any other national or international

body interested in or concerned with packaging, whether commercial or not-for-profit.

4. Honorary membership (without voting rights) shall be granted by resolution of the General

Assembly to worthy persons in recognition of their services to packaging and the company.

§ 5: Acquisition of membership

1. 2. All physical persons, as well as legal entities and partnerships with legal capacity, who meet the

requirements of §4, may become members of the Society.

Membership in the association is accepted by the President with confirmation by the General

Assembly and is effective upon payment of dues, as determined from time to time by the General

Assembly. Full membership (with voting rights) shall be granted on a first come first serve basis,

but the General Assembly shall have the discretion to decide otherwise in exceptional cases.

§ 6: Termination of membership

1. Membership expires by death, in the case of legal entities and partnerships with legal capacity

by loss of legal personality, by voluntary resignation and by exclusion.

2. The resignation can take place only to the general assembly. The Executive Board must be

notified in writing at least 1 month in advance. If the notification is made late, it is only effective

on the next resignation date. The date of mailing is decisive for the timeliness.

3. The executive committee can exclude a member if he/she is in arrears with the payment of

membership fees for more than six months despite two written reminders with an appropriate

grace period. The obligation to pay the membership fees that have fallen due remains unaffected

by this.

4. The exclusion of a member from the association can also be ordered by the executive committee

because of gross violation of other membership obligations and because of dishonourable

behaviour.

5. The deprivation of honorary membership may be decided by the General Assembly on the

motion of the Board for the reasons mentioned in paragraph 4.

§ 7: Rights and duties of the members

1. The members are entitled to participate in all events of the association and to use the facilities

of the association. The right to vote in the General Assembly as well as the active and passive

right to vote is only granted to full members with the right to vote (according to §4 paragraph

1).

2. Every member is entitled to demand from the board the handing over of the statutes.

3. At least one tenth of the members may request the Board to convene a General Assembly.

4. The members are to be informed in each general assembly by the executive committee about

the activity and financial management of the association. If at least one tenth of the members so

request, stating their reasons, the Board shall also provide such information to the members

concerned within four weeks.

5. The members shall be informed by the Board of the audited accounts (presentation of accounts).

If this is done at the General Assembly, the auditors shall be involved.

6. Members are obliged to promote the interests of the Association to the best of their ability and

to refrain from doing anything that could damage the reputation and purpose of the Association.

They must observe the statutes of the association and the decisions of the organs of the

association. The members are obliged to pay the membership fee and the membership dues on

time in the amount decided by the General Assembly.

§ 8: Organs of the association

The organs of the Association are the General Assembly (§§ 9 and 10), the Executive Committee (§§

11 to 13), the Financial Auditors (§ 14) and the Court of Arbitration (§ 15).

§ 9: General Assembly of members (i.e.: Board of Directors)

1. The general assembly is the "general meeting" in the sense of the Austrian Association Law

(VereinsG 2002), an ordinary general assembly takes place twice a year.

2. An extraordinary general meeting shall be held at

a) b) c) d) Resolution of the Board of Directors or the Ordinary General Assembly,

written request of at least one tenth of the members,

Request of the auditors (§ 21 para. 5 first sentence VereinsG),

Resolution of the financial auditor(s) (§ 21 para. 5 second sentence VereinsG, § 11 para.

2 third sentence of these statutes),

e) Resolution of a court-appointed curator (§ 11 para. 2 last sentence of these Statutes)

within four weeks.

3. All members must be invited to both the ordinary and the extraordinary General Meetings in

writing, by fax or by e-mail (to the fax number or e-mail address provided by the member to the

Association) at least two weeks before the date of the meeting. The convocation of the General

Assembly must include the agenda. The General Assembly shall be convened by the Board

(para. 1 and para. 2 lit. a - c), by the financial auditor(s) (para. 2 lit. d) or by a court-appointed

curator (para. 2 lit. e).

4. Motions for the General Assembly must be submitted to the Board in writing, by fax or by e-

mail at least three days before the date of the General Assembly.

5. Valid resolutions - except for those concerning a motion to convene an extraordinary General

Assembly - may only be passed on the agenda.

6. All members are entitled to participate in the general assembly. Only full members with the

right to vote (according to §4 paragraph 1) are entitled to vote. Each such member has one vote.

The transfer of the right to vote to another member by means of a written proxy is permitted.

7. The General Assembly has a quorum regardless of the number of members present.

8. The elections and the resolutions in the general assembly take place as a rule with simple

majority of the delivered valid voices. Resolutions to change the statutes of the Association or

to dissolve the Association, however, require a qualified majority of two-thirds of the valid votes

cast.

9. The General Assembly shall be chaired by the President or, if he/she is prevented from doing

so, by his/her deputy. If the deputy is also prevented, the oldest member of the board present

shall chair the meeting.

§ 10: Tasks of the General Assembly

The following duties are reserved for the General Assembly:

a. Adoption of resolutions on the budget;

b. Receipt and approval of the statement of accounts and the financial statement with the

involvement of the financial auditors;

c. Election and dismissal of the members of the Board of Directors and the auditors;

d. Approval of legal transactions between the financial auditors and the Association;

e. Discharge of the Board of Directors;

f. Determination of the amount of the membership fee and the membership dues for ordinary and

for extraordinary members;

g. Awarding and revoking honorary membership;

h. Passing resolutions on amendments to the Articles of Association and the voluntary

dissolution of the Association;

i. Discussion and resolution on other matters on the agenda.

§ 11: Executive Committee

1. The Executive Committee consists of several members, namely the President and several

deputies, as well as a General Secretary, who performs the function of a secretary and treasurer

in personal union.

2. The Executive Committee is appointed by the President and confirmed by the General

Assembly. In the event of the resignation of an appointed member, the President shall have the

right to co-opt another eligible member to replace him/her, subject to subsequent confirmation

at the next General Assembly. If the Executive Committee fails to act at all or for an

unforeseeably long period of time without being supplemented by co-optation, each financial

auditor is obliged to immediately convene an extraordinary General Assembly for the purpose

of electing a new Executive Committee. Should the financial auditors also be unable to act, each

ordinary member who recognizes the emergency must immediately apply to the competent court

for the appointment of a curator, who must immediately convene an extraordinary General

Assembly.

3. The term of office of the Executive Committee is three years; re-election is possible. Each

function in the board is to be exercised personally.

4. The Executive Committee is convened in writing or orally by the president or, if he/she is

prevented from doing so, by his/her deputy. If he/she is also prevented for an unforeseeably long

period of time, any other member of the Executive Committee may convene the committee.

5. The Executive Committee shall constitute a quorum if all its members have been invited and at

least half of them are present.6. The Executive Committee shall pass its resolutions by a simple majority of votes; in the event

of a tie, the Chairperson shall have the casting vote.

7. The chair shall be taken by the President or, if he/she is prevented from attending, by his/her

eldest deputy. If he/she is also prevented, the chair shall be taken by the oldest member of the

Executive Committee present or by the member of the Board appointed by a majority of the

other members of the Board.

8. Apart from death and expiry of the term of office (para. 3), the function of a member of the

Executive Committee shall expire through dismissal (para. 9) and resignation (para. 10).

9. The General Assembly may at any time dismiss the entire Executive Committee or individual

members thereof. The dismissal comes into effect with the appointment of the new board or

board member.

10. The members of the Executive Committee may resign in writing at any time. The declaration of

resignation shall be addressed to the Executive Committee, in the case of resignation of the

entire Executive Committee to the General Meeting. The resignation becomes effective only

with the election or co-optation (para. 2) of a successor.

§ 12: Tasks of the Executive Committee

The Executive Committee is responsible for the management of the Association. It is the "governing

body" in the sense of the Association Act 2002. It is responsible for all tasks that are not assigned to

another body of the Association by the Articles of Association. The following matters in particular fall

within its scope of action:

1. Establishment of an accounting system in accordance with the requirements of the

Association with ongoing recording of income/expenditure and keeping a list of assets as a

minimum requirement;

2. Preparation of the annual budget, the statement of accounts and the closing of accounts;

3. Preparation and convening of the General Assembly in the cases of § 9 para. 1 and para. 2

lit. a - c of these Statutes;

4. Informing the members of the Association about the activities of the Association, the

management of the Association and the audited accounts;

5. Administration of the Association's assets;

6. Admission and exclusion of ordinary and extraordinary members of the Association;

7. Admission and termination of employees of the Association.

§ 13: Special Obligations of Individual Members of the Executive Committee

1. The President shall manage the day-to-day business of the Association. The General Secretary

shall assist the President in the management of the affairs of the Association.

2. The President represents the Association externally. Written documents of the Association

require the signatures of the President and the General Secretary in order to be valid, and of the

President and the General Secretary in financial matters (disposition of assets). Legal

transactions between members of the Executive Committee and the Association require the

consent of another member of the Executive Committee.

3. Legal authorizations to represent the Association externally or to sign on its behalf may only be

granted by the members of the Executive Committee named in Paragraph 2.

4. In case of imminent danger, the President shall be entitled to issue orders on his/her own

responsibility, even in matters that fall within the scope of the General Assembly or the

Executive Committee; however, in the internal relationship, these shall require the subsequent

approval of the responsible body of the Association.

5. The President shall chair the General Assembly and the Executive Committee.

6. The General Secretary keeps the minutes of the general assembly and of the Executive

Committee.

7. The General Secretary is responsible for the proper financial management of the association. He

is responsible for handling of the WPO’s financial matters, including operation of its bank

accounts with the authority to fully and generally represent WPO vis-a-vis banks independently

of the nature of the business in question.

8. In case of being prevented, the President or the General Secretary shall be replaced by their

deputies.

§ 14: Financial Auditors

1. Two financial auditors are elected by the general assembly for a period of three years. Re-

election is possible. The auditors may not belong to any body - except for the General Assembly

- whose activities are the subject of the audit.

2. The Auditors shall be responsible for the ongoing control of the business and the financial

management of the Association regarding the correctness of the accounting and the use of the

funds in accordance with the Articles of Association. The Executive Committee shall submit

the necessary documents to the financial auditors and provide them with the required

information. The auditors shall report to the Executive Committee on the results of the audit.

3. Legal transactions between the auditors and the Association require the approval of the General

Assembly. In all other respects, the provisions of § 11 para. 8 to 10 shall apply mutatis mutandis

to the auditors.

§ 15: Arbitration court1. The internal arbitration court is appointed to settle all disputes arising from the association

relationship. It is an "arbitration institution" in the sense of the Association Act 2002 and not an

arbitration court according to §§ 577 ff ZPO.

2. 3. The arbitration court shall be composed of three ordinary members of the Association. It shall

be formed in such a way that one party to the dispute nominates a member as arbitrator in writing

to the Executive Board. Upon request by the Board within seven days, the other party to the

dispute shall nominate a member of the arbitral tribunal within 14 days. After notification by

the Board of Directors within seven days, the arbitrators nominated shall elect a third ordinary

member as chairman of the arbitral tribunal within a further 14 days. In the event of a tie, the

nominees shall be decided by lot. The members of the arbitral tribunal may not belong to any

body - except for the General Assembly - whose activities are the subject of the dispute. 1.

The arbitral tribunal shall reach its decision by a simple majority of votes after hearing both

sides in the presence of all its members. It shall decide to the best of its knowledge and belief.

Its decisions are final within the Association.

§ 16: Voluntary dissolution of the association

1. 2. The voluntary dissolution of the Association can only be decided in a General Assembly

and only with a two-thirds majority of the valid votes cast.

This general assembly also must decide on the liquidation of the association - if there are

assets of the association. In particular, it shall appoint a liquidator and decide to whom

the liquidator shall transfer the assets of the Association remaining after the liabilities

have been covered. These assets shall, insofar as this is possible and permitted, go to an

organization that pursues the same or similar purposes as this Association, otherwise to

social welfare purposes.

Vienna, 2023-11-23