Articles of Association
This work, "Leisure Cooperative Articles of Association", works as the operating agreement for Leisure Cooperative and is a derivative of "Articles of Association" by vitamin-b.ch, use permissable under CC BY-SA 4.0.
Swiss law (Art. 60-79 CC, Swiss Civil Code) gives associations a great deal of freedom in terms of their organisation and the subjects they wish to include in their articles of association. However, one principle applies in all cases: If the law says "by law", deviations are not permitted. The articles of association form the basic order of an association. Written articles of association are required for an association to be legally valid. Aside from the statutory requirements under the CC, the articles are the association’s own law with which the members and the executive committee must comply. In principle, all members are subject to the same rights and obligations. If an association intends to deviate from this rule, any such deviation must be specified in the articles of association.
1. Name and Registered Office
An association as defined by Art. 60 et seq. CC has been established under the name "Leisure Cooperative". Its registered office is in Zurich. It has no political or religious affiliations.
2. Objective and Purpose
The purpose of the association is to share knowledge, goods, and real estate with the association members to access and promote leisure time activities for the public good.
The association has at its disposal the following resources to pursue its purpose: membership fees income from organising events subsidies income from service agreements donations and grants of all kinds The membership fees are determined once a year by the general meeting. Active members pay higher fees than inactive members. Honorary members and incumbent members of the executive committee are exempt from fees. The financial year corresponds to the calendar year.
Members may be natural persons and legal entities that support the purpose of the association. Membership includes entry into the cooperative association. Active members with voting rights are natural persons who use the services and facilities of the association. Passive members with voting rights may be natural persons or legal entities that support the association in non-material and financial ways. At the recommendation of the executive committee, individuals who have rendered outstanding services to the association may be awarded honorary membership by the general meeting. Sponsors with voting rights pay an annual fee that is at least equal to the fee paid by active members. Applications for admission must be addressed to the executive committee; the executive committee decides on admissions.
5. Termination of Membership
Membership will terminate
- in the case of natural persons, on resignation, suspension or death.
- in the case of legal entities, on resignation, suspension or dissolution.
6. Resignation and Suspension of Membership
Resignation from the association is possible. A resignation letter shall be sent to the board of directors at least 4 weeks before the resignation is to take effect. The full membership fee shall be payable even if the year is incomplete. A member may be suspended from the association at any time due to abuse of the platform and network for any reason outside of the purpose of this association. The executive committee is responsible for deciding whether to suspend a member; the member may address an appeal against the decision to the general meeting. Where members fail to pay their membership fee despite receiving reminders, the executive committee may automatically suspend them.
7. Governing Bodies of Association
The governing bodies of the association consist of: a) the general meeting b) the executive committee c) the auditors d) the golden share
8. The General Meeting
The general meeting is the supreme governing body of the association. Ordinary general meetings shall take place every year on the third Sunday of February of each calendar year. Resolutions passed by means of circular letter (by e-mail, or online communication network) are permitted in justified cases. Members shall be invited to the general meeting in writing at least 10 days in advance, including specification of the items on the agenda. Invitations may be sent by e-mail. Motions with respect to additional business for the attention of the general meeting must be sent in writing to the executive committee by no later than the end of January before the meeting. The executive committee, or one-fifth of the members, may request the convening of an extraordinary general meeting at any time, with an indication of the purpose of the meeting. The meeting must take place no later than 3 weeks following receipt of the request. a) The general meeting is the supreme governing body of the association. It has the following inalienable duties and powers: b) approval of the minutes of the last general meeting; c) approval of the annual report of the executive committee; d) acceptance of the audit report and approval of the annual accounts; e) discharge of the executive committee; f) election of the chairperson, the other members of the executive committee, and the auditor; g) determination of the membership fee; variation: of the membership fees; h) approval of the annual budget; i) variation: taking note of the annual budget; j) resolution with respect to the program of activities;variation: taking note of the program of activities; k) resolution with respect to motions by the executive committee and the members; l) amendments to the articles of association; m) decision with respect to suspensions of members; n) resolution with respect to the dissolution of the association and appropriation of the liquidation proceeds.
All duly convened general meetings shall have a quorum irrespective of the number of members present. The members pass resolutions by means of a simple majority of the votes cast. In the event of a tied vote, the Golden Share shall cast the deciding vote. Amendments to the articles of association require the approval of a 90 % majority of the votes cast. A record shall be prepared of the resolutions that have been passed.
9. The Executive Committee
The executive committee shall consist of a minimum of 2-5 members.
Their term of office shall be 1 years. They may be re-elected.
The executive committee shall manage the current affairs of the association and represent the association externally. It issues regulations. It may establish working groups (specialised groups). It may employ or engage individuals to achieve the objectives of the association in return for appropriate compensation (in accordance with labor law). Additional duties and powers of the executive committee The executive committee has all of the powers that are not entrusted to another body by law or pursuant to these articles of association. The following positions are represented on the executive committee: a) chairperson; b) deputy chairperson; c) financial officer; d) actuary; e) (other). Members of the executive committee may hold several positions. The executive committee shall meet as often as required by the affairs of the association. Any member may request the convocation of a meeting, stating the grounds for this request. If none of the members requests an oral discussion, resolutions may be passed in writing (including by e-mail). In principle, the members of the executive committee perform their duties on a voluntary basis. They are entitled to reimbursement of their actual expenses.
10. The Auditors
The general meeting shall elect 1 auditor or a legal entity to audit the accounts and conduct a spot check audit at least once a year. The auditor shall submit a report to the executive committee for the attention of the general meeting. The auditor shall be appointed for 1. The auditor may be re-elected.
11. The Golden Share
Golden Share represents 1% of voting rights and the right to veto an attempted sale of the company or any changes to the structure that would undermine the separation of voting rights and dividend rights or the purpose and role of steward-ownership in the association.
12. Authorised Signatories
The association shall be bound by the collective signatures of the Golden share and one member of the executive committee.
The assets of the association shall be solely liable for the debts of the association. Personal liability of the members is excluded.
14. Dissolution of Association
The dissolution of the association may be decided by resolution of an ordinary or extraordinary general meeting and with a voting majority of 100% of the members present. On dissolution of the association, the assets of the association shall be transferred to a tax-exempt organisation in Switzerland that pursues the same or a similar purpose. Distribution of the assets among the members is excluded.