Membership
Donation
in the service of associations

Change of purpose

Civil Code (CC) Checklists Dissolution of an association Rights concerning the use of photographs on the internet Target group
In the general meeting, members may decide on a change in the association’s purpose. In most cases, the articles of association provide for a qualified majority, e.g. a two-thirds majority. Non-consenting members do not have to accept the change of purpose; they can immediately leave the association. They can also object to the change of purpose by challenging it for breach of Article 74 of the Civil Code, which includes the protection of the association's purpose.
Question

In our committee, a dispute has arisen in connection with the question of how old the association is. The association was founded 19 years ago. Five years ago, it was renamed, the purpose was altered slightly and the entire committee was replaced. The current chairperson claims that the association is only five years old rather than 19. Which age is correct?

Answer

The name of an association is part of the articles of association and in most cases is mentioned in the first article along with the purpose. The articles of association can be amended, meaning this is also the case for an association's name and purpose. This matter is addressed by law, however, in Article 74 of the Swiss Civil Code (ZGB): "No member may be forced against his or her will to accept a change in the objects of the association". If the purpose is changed (and not merely adjusted), a member is therefore allowed to immediately leave the association. However, the association continues to exist.

An indication that your association has existed since its foundation is the fact that the association was never dissolved. Conclusion: you can celebrate your association's 20th anniversary next year.

Supported by

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