Question

It is not specified in our articles of association as to when the minutes of the general meeting have to be sent out. Is it sufficient to enclose these with the next invitation to the general meeting or should they be sent out as soon as possible after the meeting in question?

Answer

There are no legal regulations on the distribution of minutes. If the articles of association do not specify anything in this regard and there are no long-standing, appropriate customs in place, the committee can distribute the minutes as it sees fit.

The benefit of a prompt distribution is that the members - and especially also the absent members - are informed of the relevant resolutions in a timely manner. If the minutes have to be approved by the general meeting, they are referred to as "draft minutes". The timely distribution of the draft minutes following approval by the committee allows for members to be called on to raise any objections they may have. Where necessary, the committee can then present an amended version to be voted on at the next meeting. Under Article 75 of the Swiss Civil Code (ZGB), a member can challenge resolutions that breach the law or the association's articles of association before a competent court within one month of receiving the minutes. This is another reason why early distribution makes sense.  Otherwise, a complaint could still be filed after a year.

If the invitation is sent out via e-mail, the minutes can be attached as an additional document. If the association has an internal area on its website, the document can be stored here and the members informed accordingly.

Conclusion:

• The minutes serve to provide information to members, a fact that speaks in favour of their prompt distribution.
• To ensure that the members can approve the minutes at the general meeting, they need to be familiar with their wording, which represents an argument for distributing the minutes (again) together with the invitation.
• To save paper, it is advisable to make use of electronic options. When doing so, however, consideration has to be given to members who are not electronically networked.
• As a rule, the minutes are signed by both the minute-taker and the chairperson.
• The committee can also govern the distribution of minutes by presenting a corresponding motion to the general meeting. This means that member wishes can be accommodated. This does not require a corresponding provision in the articles of association. Instead, a meeting resolution recorded in the minutes suffices.

Question

Our articles of association state that the invitation to the general meeting must be issued in writing. Are we also allowed to send the invitation via e-mail?

Answer

In order to convene a general meeting in accordance with Article 64 of the Swiss Civil Code (ZGB), the articles of association and/or, where applicable, a certain association practice must be adhered to. If the invitation has been sent by letter until now, a sudden change to e-mail may be challenged under certain circumstances if the invitation doesn't reach all members. The decisive factor is that all individuals who are entitled to participate are made aware of the convocation in good faith and in a timely manner that allows for them to actually participate.

It is therefore advisable to formulate the form of convocation precisely in the articles of association. Various types of convocation are possible: by letter, via e-mail, a notice on the association noticeboard, newspaper publications, as part of association bodies, etc.

The law does not specify a specific form for the exercise of the right to put forward motions, with this also being true for the requesting of an extraordinary general meeting. Unless the articles of association stipulate otherwise, other means are therefore also possible for motions: e-mail, phone, etc.

Question

At our last general meeting, only four out of our 120 members were in attendance in addition to our five-person committee. Are the important resolutions that were passed during the meeting still valid?

Answer

Yes, the resolutions are valid. The meeting would only be deemed not to have a quorum if the association's articles of association specify a requirement for a minimum number of members with voting rights to be in attendance (attendance quorum).

Even if important decisions have only been taken by just a few people, all members and the committee must abide by the resolutions in question. The stance that "the absent are always wrong" applies in such cases. Under Article 75 of the Swiss Civil Code (ZGB), all members who were not in agreement (including absent members) have the right to challenge resolutions that breach the law or the association's articles of association before a competent court within one month of being made aware of the decision in question.