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in the service of associations

Articles of association

Minutes
The articles of association represent the fundamental order of any association. They form the internal laws that members and management must comply with. The articles of association must be approved by the members at the foundation meeting. Any amendment to the articles of association has to be approved by the general meeting. The articles of association must be in writing. They describe the purpose of the association and stipulate what executive bodies the association has and how the association is organised and financed. How detailed and comprehensive the articles of association should be depends on the type of association. Articles of association and law (Articles 60 to 79 CC) are closely related. The law determines in general how an association should work and what minimum regulations have to be in place. Some provisions of the law have the purpose of providing regulations for cases that are not regulated in the articles of association. These regulations may be changed and adapted to the needs of the respective association. However, other provisions are mandatory.
Question

What needs to be taken into account if an association wishes to amend its articles of association?

Answer

An association wants to give itself a new purpose or a new name or now also wishes to gain benefactor members. Changes of this kind require an amendment to the association's articles of association.

Responsibility for any revision to the articles of association lies with the general meeting, with any change possibly requiring a qualified majority of votes. In the case of important amendments to an association's articles of association that are likely to be subject to controversial debate, it is advisable to convene an extraordinary general meeting to address this single topic. The committee provides the members with the proposed amendments together with the invitation within the period stated in the articles of association. In the case of a total revision or in instances in which major changes are to be made, it is advisable to present the amendments synoptically (the currently applicable text is presented opposite the new text).

At the (extraordinary) general meeting, the provisions to be revised are put forward for discussion individually. At the end, an overall vote is held. Changes to the association's name and its purpose must also be communicated to absent members following the (extraordinary) general meeting in the minutes. If a member is not in agreement with the change of purpose, they may declare their withdrawal from the association in accordance with Article 74 of the Swiss Civil Code (ZGB). If the association is entered in the commercial register, changes to its name and purpose must be reported. It is advisable to also inform the association's most important financial backers prior to the distribution of the next annual report.

Supported by

Binding Stiftung
Ernst Göhner Stiftung
Mercator Schweiz
Migros Kulturprozent
Schweizerische Gemeinnützige Gesellschaft SGG
Stadt Zürich