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MODEL STATUTES OF ASSOCIATION 

The present template statutes of an association are intended for any non-profit entity wishing to establish itself in Geneva or in the surrounding area in the form of an association under Swiss law.

Swiss law, particularly the Swiss Civil Code, offers great flexibility and decision-making autonomy in the field of the law of associations, which allows a great latitude when drafting statutes.

These template statutes have been designed to serve as a basis for all types of associations, whether large or small, international or local. However, it would be wrong and contrary to the spirit of the association to consider using the present template without customising it. Therefore, this model should be considered as a basis on which each association should develop its own principles, and include them in its statutes.

The items in the square brackets […] are suggestions, which may be adapted in function of the association’s needs.

Content

Association […]

Statutes

PREAMBLE

[…]

Comments: A preamble in the statutes is not mandatory, however, should the founding members wish to include one, they could describe here the origin of the association, the context in which it is to operate, etc.
 

I. NAME, SEAT, PURPOSE, MEANS AND RESOURCES

Article 1 NAME AND DURATION

An association within the meaning of Articles 60 et seq. of the Swiss Civil Code (“CC”) is hereby created under the name “[…] Association” (hereafter, the “Association”).
 
The Association is created for an indefinite period of time.
 
Comments: registration with the Commercial Register is mandatory only if the association (i) conducts a commercial activity or (ii) is subject to the obligation to have its accounts audited (article 61 para. 2 CC).

The duration of an association can also be defined or limited, for example in connection with a particular event.

Before choosing the name of the association, it is recommended to check the existence of those already registered on www.zefix.admin.ch.
 

Article 2  SEAT

The Association’s seat is in the Canton of Geneva.
 
Comments: while it is necessary to indicate the location of the association’s seat, an indication of the canton, not the complete address, is sufficient. This also makes it possible to consider moving the seat within the canton, without having to amend the statutes.
 

Article 3  PURPOSE

The Association is created to :
  • […]
  • […]
The Association has no profit purposes.  
 
Comments: This article represents the heart of the association. Its drafting must therefore be considered very carefully.
Article 74 CC provides that no member may be forced against his or her will to accept a change in the objects (i.e. the purpose) of the association, which means that the amendment of the association’s purpose requires the agreement of each member, unless the statutes provide otherwise.
In order to allow for a certain flexibility in the evolution of the association, without having to go through a modification of the statutes, it is recommended to provide for a broad description of the purpose and to include the practical aspects of implementation of the purpose in the following article, referred to as “means”.
In order for an association to qualify for a tax exemption, it must pursue either a public purpose, a public service or a religious purpose (art. 56(g) and (h) LIFD and art. 9(1)(f) and (g) LIPM). Since the purpose is analysed particularly with regards to the general conception of the collectivity, this article should be drafted in such a way that every citizen should understand the activities to be carried out by the association, and therefore, the interest for the collectivity to support it. For more information, see the Geneva tax authorities’ guide.
 

Article 4  MEANS

The Association may pursue all lawful activities to achieve its purpose.

In particular, the Association may undertake the following :
  • […]
  • […]

Article 5  RESOURCES

Resources of the Association may come from donations, legacies, sponsorship, partnerships, public subsidies, membership fees, revenues generated by the Association’s assets, as well as any other resources authorised by the law. 

All resources of the Association shall be used exclusively for its not-for-profit purposes.
 
Comments: it is possible, should the founding members so choose, to restrict the type of resources.
The second paragraph, concerning the exclusive allocation of resources, is necessary in order to obtain a tax exemptionil est possible, si cela est le choix des membres fondateurs, de restreindre les types de ressources.
 

II. MEMBERS

Article 6  MEMBERS

Members of the Association (the “Members”) shall consist of individuals or institutions who have an interest in the purpose and the activities of the Association and wish to support them.
 
Comments: the description of the members and the conditions of membership may be freely modified.
It is also possible to provide for categories of members in the statutes, defining their rights and obligations (e.g. categories without voting rights, or without obligation to pay membership fees). Examples of categories of members include: founding members, active, passive, honorary, associates, etc.
 

Article 7  BEGINNING OF MEMBERSHIP

The founders are the initial Members of the Association.

Additional Members may join the Association by submitting a written application to the Board.

The Board shall review applications, before submitting them to the General Assembly for approval.
 
Comments: The method of appointing members can be freely chosen. The principle is that the General Assembly has the primary power to appoint members (art. 65 para. 1 CC), but a distinct body could be designated in the statutes for this purpose. The ability to admit and exclude members could therefore be delegated, for example to the Board, if the statutes so provide explicitly. The possibilities of appeal to the General Assembly remain open in such cases.
 

Article 8  END OF MEMBERSHIP

Membership ceases :

  • Upon the resignation of the Member addressed to the Board at least 6 months before the end of the calendar year (art. 70 para. 2 CC);

  • Upon death of the Member if such Member is an individual and not the representative of an institution (art. 70 al. 3 CC); or

  • By exclusion decided by the General Assembly, [(i) for the following reasons […] or (ii) without cause].

In any case, the fee for the current year remains due by the exiting Member.
 
A resigning or expelled Member has no right to the Association’s assets.
 
Comments: in accordance with article 70 para. 2 CC, all members are entitled by law to leave an association.
The exclusion of a member is regulated by article 72 CC. Generally speaking, there are two options available to associations in order to exclude their members. Thus, the statutes may provide for:
(i) exclusion on statutory grounds (art. 72 para. 1, 1st sentence CC). In such a case, the statutes may determine the grounds for exclusion (e.g. any conduct that would harm the association, a violation of the statutes, non-payment of fees, etc.), or
ii) the exclusion may take place without giving any reasons / without cause (art. 72 para. 1, 2nd sentence CC).
See article 73 CC for the effects of the exit or the exclusion of a member.
The fact that a leaving member has no right to the association’s assets is necessary in order to meet the condition of “irrevocable and exclusive allocation of the association’s funds to its purpose of public utility, public service or religious purpose”, which is necessary in order to obtain tax exemption.
 

Article 9 MEMBERSHIP FEES

The General Assembly decides on the principle of membership fees and their amount.
 
Comments: it is also possible to contemplate that all members, or certain categories of members, do not pay fees (art. 71 CC).
The ability to decide on the principle and the amount of membership fees can be delegated to the Board. It is also possible to provide that, in any case, the membership fees should not exceed a certain amount, for example CHF [100.-].
 

III. ORGANISATION AND GOVERNANCE

Article 10  BODIES OF THE ASSOCIATION

The bodies of the Association are:

  • The General Assembly,

  • The Board, and

  • The External Auditors, insofar as required by Swiss law.

Comments: the General Assembly and the Board are mandatory bodies of an association. The external auditors are only obligatory if the conditions of article 69b CC are met (see article 24 below).
It is possible to provide for other bodies, such as a bureau or committees which may act as advisory or decision-making bodies. In such a case, it is recommended that the composition and powers of such committees be provided for either in the statutes or in internal regulations.
 

IV. THE GENERAL ASSEMBLY

Article 11  PRINCIPLES

The General Assembly is the supreme authority of the Association within the meaning of article 64 et seq. CC.

It is composed of all the Members. 

Article 12  POWERS

The General Assembly delegates to the Board the power to administer and represent the Association.

The General Assembly remains with the following inalienable powers :

  • Adoption and amendment of the present Statutes;

  • Nomination, surveillance and revocation of the External Auditors;
  • Approval of annual reports and audited accounts;
  • Admission and exclusion of Members;
  • Nomination, surveillance, discharge and revocation of Board members; 
  • Decision on the dissolution or merger of the Association; and
  • Management of all matters that are not the responsibility of other bodies.

Comments: the General Assembly’s powers are governed by article 65 CC.

Article 13  MEETINGS

Ordinary meeting of the General Assembly. The Ordinary meeting of the General Assembly shall be held at least once a year, in person.

Extraordinary meeting of the General Assembly. Extraordinary meetings of the General Assembly may be called by the Board or at the request of at least 20 percent of all Members, in accordance with article 64 para. 3 CC.

Convocation. The Board shall convene the meetings of the General Assembly with a [one-month] notice. The agenda of the meetings must be sent with the invitations. The invitations may be sent by post or by e-mail.  

Quorum. The General Assembly is validly instituted regardless of the number of Members present.

The Chair. The Chair, and in his/her absence the Deputy Chair (as defined in article 17 below), shall chair the meetings of the General Assembly.

Comment: The notice period of convocation is usually of one month for the General Assembly meetings, however this period may be shortened or extended. In accordance with principles of good governance, the convocation must be made sufficiently in advance to allow members to prepare adequately (by way of comparison, the convocation period is at least 20 days for the General Assembly of companies limited by shares – art. 700 al. 1 CO). 
A quorum may be provided for General Assembly meetings, for example at least 20% of members must be present.
The statues may also provide for a minimum of what must be included in the General Assembly’s agenda. In principle this should include: the approval of the minutes of the previous General Assembly, a report of the Board on its activities, a report on finances and the necessary elections to the Board and the auditing body (template of General Assembly’s agenda).
Swiss law does not currently provide for the use of electronic media in order to prepare and conduct a General Assembly meeting. However, this is expected to change in the near future with the revision of the law on companies limited by shares (and by extension, the law on associations). 
 

Article 14  DECISION MAKING AND VOTING RIGHTS

Voting rights. Each Member shall have an equal voting right at the General Assembly.

Power of attorney. Members may vote in person or by proxy.

Process. Voting takes place by a show of hands. Upon request of at least [one-fifth] of the Members, voting may take place by secret ballot.

Majority of votes. All decisions shall require a simple majority of all votes expressed (including votes by proxy), insofar as the present Statutes do not provide for a different majority.

Decisions by circular letter. Proposals to which all Members have adhered in writing are equivalent to decisions taken by the General Assembly, in accordance with article 66 para. 2 CC.

Conflict of interest. In accordance with article 68 CC, a Member may not vote for decisions relating to a matter or a legal proceeding regarding the Association where he or she, his or her spouse, parents or relatives in direct line are a party to the matter. 

Minutes. The meetings of the General Assembly and its decisions are recorded in the minutes.

Comments: in accordance with the principle of social equality, as expressed in article 67 para. 1 CC, all members have equal voting rights within the association. It is possible to deviate from this principle, but only if it is justified and not arbitrary, e.g. by establishing categories of members, some of which have voting rights and some of which do not (such as active members with voting rights and passive members without voting rights). 
Other majorities may be provided for, such as absolute majority, relative majority or a qualified majority of 2/3, etc.
Abstentions and invalid votes are considered negative votes, as they are taken into account for the calculation of the majority; it is therefore possible to provide that abstentions and invalid votes do not count as negative votes, for example by adding the following sentence: “abstentions and invalid votes are not taken into account for the calculation of the majority”.
Proxy voting may be prohibited or restricted.
See articles 66 CC for the formal aspects of the decisions and 67 CC for voting rights.
 

V. THE BOARD

Article 15  PRINCIPLES

Role and powers. The Board is the executive body of the Association. It has the right and the duty to manage the affairs of the Association and to represent it in accordance with the Statutes (art. 69 CC). In particular, the Board shall take all necessary measures to achieve the purposes of the Association, ensure the correct application of the present Statutes and any other internal regulations, administer the property, assets and resources of the Association, manage the accounts, engage and supervise a Director, if necessary, and convene and organise the General Assembly.

Pro-bono. Board members shall act on a pro-bono basis, with the exception of reimbursement of their effective costs and travel expenses. Potential attendance fees may not exceed those paid for official commissions of the Canton of Geneva. For activities that exceed the usual scope of the function, each Board member may receive appropriate compensation. Paid employees of the Association may only sit on the Board in an advisory capacity.

Comments: the members of the Board of a tax-exempt association must act pro-bono and therefore cannot be remunerated for their activities as members. For more information, see the Geneva tax authorities’ guide
This pro-bono practice also corresponds to ZEWO recommendation n°8.
For attendance fees, see the Regulation on Official Commissions (RCOf). 
 

Article 16 APPOINTMENT OF THE BOARD

The initial Board members are appointed by the founders.

After that, the new members of the Board are appointed by the General Assembly.

Comments: in accordance with article 65 CC, the General Assembly has the primary power to appoint the Board members. However, it is possible to provide for different modes of appointment, such as the delegation of this power to another body or co-optation, as well as to set criteria or conditions for new members of the Board.
 

Article 17  COMPOSITION

The Board shall be composed of at least [three] and at most [seven] members.

The Board designates amongst its members, a Chair, a Deputy Chair as well as any other function as it may deem necessary.

At least one member of the Board with signatory powers must be a Swiss citizen or a citizen of a member State of the EU or EFTA and have his/her domicile in Switzerland.

Comments: it is recommended that an odd number of Board members be preferred. The statutes may provide for a minimum and maximum number of members, or they may leave this question open. By way of comparison, ZEWO recommendation n° 4 provides that the Board should consist of at least 5 independent members.
It is recommended that a chairperson be appointed to head the Board, and a vice-chairperson to replace him/her if necessary; however, this is not mandatory. Similarly, other functions on the Board (treasurer, secretary, etc.) are appropriate in principle, but are not mandatory.
Paragraph 3 includes the condition of the so-called “Swiss member” or “connection with Switzerland”, which is a requirement of the cantonal tax authorities to obtain tax exemption. The power to sign may be individual or collective. This condition of “connection with Switzerland” can also be fulfilled by a member of the top management of the association, e.g. the director or the secretary general.
 

Article 18  TERM

The Board members are appointed for a [two] year term, renewable [twice].

Comments : the duration of the mandates and the number of times they can be renewed can be freely adapted in function of the characteristics of each association. For good governance, it is recommended to keep the terms short, renewable, and limited in time. By way of comparison, ZEWO recommendation n° 4 provides that terms of office should not exceed 4 years, but that they are renewable.
 

Article 19 REMOVAL AND RESIGNATION

Removal. Board members may be removed by the General Assembly for just cause, in particular if the Board member has violated his/her obligations towards the Association or if the Board member is not in a position to exercise his/her functions correctly.

Resignation. Board members may resign at any time by submitting a written declaration to the Chair, specifying when the resignation shall take effect.

Vacancy during the term of office. In the event of dismissal or resignation during the term of office, the Board may appoint a replacement member by co-optation, until the next meeting of the General Assembly.

Article 20  DELEGATION AND REPRESENTATION

Delegation. The Board is entitled to delegate certain of its tasks to one or more of the Board members, including to Board sub-committees, to third parties, or to hired employees.

Representation. The Association is validly represented and bound by the collective signature of two Board members and/or any other officer or representative designated for this purpose by the Board by a power of attorney.

Comments: the mode of representation can be provided differently. For example, the Chair may have a power of representation alone.
If necessary, the tasks of the Board may be specified in the statutes or in internal regulations.
 

Article 21  BOARD MEETINGS

Meetings. The Board shall meet as often as required, but at least [twice] per year.

Process. Board members may validly participate in a meeting of the Board by video or telephone conference or any other form of communications equipment.

Convocation. The Chair of the Board shall convene Board meetings at least [fifteen] days in advance. The Chair may convene the Board with [three] days’ advance notice, where justified by urgent circumstances. 

Article 22  DECISION MAKING

Votes and majority. Each Board member shall have one vote. Decisions are taken by a simple majority of all votes expressed, as long as the present Statutes or other internal regulations of the Association do not provide for a different majority. In case of a tie, the Chair shall have a casting vote.

Decisions by circular letter. Decisions may also validly be taken by written resolution, including by email.

Minutes. Board meetings and decisions will be recorded in the minutes of the Board.

VI. MISCELLANEOUS AND FINAL PROVISIONS 

Article 23  SECRETARIAT

The Board may create a secretariat and/or appoint a Director to manage the day-to-day affairs of the Association.

Article 24  EXTERNAL AUDITORY

Compulsory body. To the extent required by Swiss law, the General Assembly shall appoint the independent External Auditor in charge of (i) verifying the annual accounts of the Association and to submit a detailed report to the General Assembly and (ii) to ensure that the statutory rules of the Association (Statutes and internal regulations) are respected.

Optional body. The Association, which is not subject to the obligation to appoint an External Auditor, may nevertheless decide to appoint one (or more) External Auditor(s), who would prepare a report to the General Assembly’s attention.

Comments: in accordance with article 69b CC, an association must submit its accounts to the auditor’s ordinary audit if, in two successive financial years, two of the following values are exceeded: (1) balance sheet total: CHF 10 million, (2) turnover: CHF 20 million, (3) number of employees: 50 full-time employees on annual average.
Furthermore, according to article 69b para. 2 CC, the association must submit its accounts to the limited auditing of an auditor if required by a member of the association who is individually liable (according to the statutes) or obliged to make additional payments (art. 71 CC).
In other cases, the association is free to organise the auditing of its accounts. It should be noted, however, that the ZEWO standards (recommendation n° 14) recommend that at least one auditor, independent of the Board, be appointed in any case to carry out a brief examination.
 

Article 25  BOOKKEEPING

Accounts. The Board must prepare for each financial year accounts as required by the applicable laws.

Fiscal year. The fiscal year begins on January 1st and ends on December 31st of each year.

Comments: see article 69a CC, which provides that the Board “shall maintain the association’s business ledgers” and that the “provisions of the Code of Obligations relating to commercial bookkeeping and accounting shall apply mutatis mutandis”.
Associations that are obligated to register in the Commercial Register (art. 61 para. 2 CC) must keep commercial accounting records in accordance with the Swiss Code of Obligations (“CO”). The others may limit themselves to an accounting of income and expenditure as well as of assets and liabilities (art. 957 para. 2 no. 2 CO).
 

Article 26  LIABILITY

The Association is solely liable for its debts and obligations, which are guaranteed by its assets, to the exclusion of all individual responsibility of its Members.

Comments: see article 75a CC for the association’s liability.
 

Article 27  DISSOLUTION

The Association may only be dissolved by a [two-third (2/3)] majority vote of all Members.

In such a case, the Board shall proceed with the liquidation of the Association.

The assets of the Association shall first serve to pay its creditors.

Remaining assets will be entirely assigned to a non-profit entity, which pursues similar public interest purposes and which is tax exempted.

In no event may the assets of the Association be returned to its founding members or Members, nor should they use some or all of the assets for their own benefit in any way.

Comments: a majority other than the 2/3 majority (e.g. a simple majority) can also be provided for the dissolution of an association (cf. article 76 CC).
The last two paragraphs of this article are imposed by the requirements of tax exemption in Geneva. For more information, see the Geneva tax authorities’ guide.
 
***
 
Place and date of the constituent meeting of the Association 
 
[…]
 
President of the constitutive assembly
 
[…]
 
Secretary of the constitutive assembly
 
[…]
 
Comments: the founding General Assembly may be held outside Switzerland

The original French version shall prevail.

 

 

USEFUL DOCUMENTS

 
Statutes_pdf
Bilingual (FR/AN) version of the statutes with comments
 
Blank_doc
Blank "MS Word" document to be filled in
 
DISCLAIMER

This document has been made available free of charge by the CAGI.

However, the CAGI cannot be held responsible for the use of this document and it should not be considered as legal advice.

Each association is responsible for drafting its own statutes in accordance with Swiss law and its own needs and objectives, and to seek for proper and individualized legal advice, if needed
 
REFERENCE BOOKS
 
Droit de l'association
Jean-François Perrin, 3ème Edition Schulthess, coll. Droit civil suisse, Zurich, 2008 (bookshop link)
 
Swiss Association
Niederer Kraft & Frey, NKF Series, Publication 17, Zurich, 2011