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Template of statutes of association
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.
Swiss law, in particular the Civil Code , offers great flexibility and decision-making autonomy in matters of association law, which allows a great deal of latitude when drafting statutes.
This model has been designed to serve as a basis for all types of associations, whether large or small, local or international. But it would be wrong, and contrary to the spirit of the association, to think that this model can be used without being adapted. It is therefore appropriate to consider this model as a basis from which each association must develop its own principles and include them in its statutes.
The elements appearing in square brackets […] are suggestions which can be adapted according to the needs of the association.
Comments are added to facilitate the understanding of certain articles; they are identified by gray frames.
Association […]
Statutes
PREAMBLE
Article 1 NAME AND DURATION
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
Article 3 PURPOSE
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Comments: This article represents the heart of the association. Its drafting must therefore be considered very carefully.
Article 4 MEANS
The Association may undertake any lawful activity appropriate to the achievement of its purpose. In particular, the Association may undertake the following :
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Section 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.
Section 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.
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.
Article 8 END OF MEMBERSHIP
- 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].
Comments : in accordance with article 70 para. 2 CC, all members are entitled by law to leave an association.
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).
Article 10 ORGANS OF THE ASSOCIATION
The bodies of the association are:
- the general Assembly,
- the Board,
- the External Auditors, insofar as this is 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).
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.
Section 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.
Comments : 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).
Article 14 DECISIONS 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).
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
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.
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.
Article 18 TERM
The Board members are appointed for a [two] year term, renewable [twice].
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.
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.
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.
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 :
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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.
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).
Place and date of the constituent meeting of the Association
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President of the constitutive assembly
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Secretary of the constitutive assembly
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Warning
The original French version shall prevail.
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.
Work documents
Download the model statutes in a bilingual version, or in an editable version depending on your association.
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