Question

I put myself forward for the vacant position of chairperson but I am not a committee member. Does the general meeting first have to elect me to the committee and then elect me as chairperson in a second vote? In the articles of association, it is stated that the general meeting elects the chairperson and the other committee members.

Answer

Unless stated otherwise in the articles of association, the members can elect you directly as chairperson. However, if an association's committee is self-constituting (which isn't the case at your association), the general meeting votes one or more people to the committee. This later elects a chairperson from within its ranks at its constituting session.

Question

Can a new committee be elected if the old committee has not yet been discharged?

Answer

Following the approval of the annual financial statements, the general meeting grants discharge to the current committee. This means that from this point onwards the discharged committee is no longer liable for any debt. Instead, liability is assumed by the association in accordance with the provisions of the articles of association. Although a discharge resolution is not required by law, it is generally customary within the framework of the general meeting's supervisory duty in accordance with Article 65(2) of the Swiss Civil Code (ZGB) and is provided for in most associations' articles of association.

If the association's articles of association do not contain any provisions to contrary, it is also possible to elect a new committee without discharging the previous committee members who have stepped down. The former committee is no longer in office. Under civil law, however, any claims for damages can also be asserted against a committee that has already stepped down.
In the interest of ensuring the reasonable continuation of the association's activities, it is advisable for any claims for damages against the former committee members to be asserted in a quick and timely manner so that the issue of liability is clarified.

Question

Is it allowed for an individual who is not a member to be elected to an association's committee? The members of our association are exclusively legal entities. A suitable individual would make themselves available to serve on the committee but does not belong to any of the member associations.

Answer

This example shows that there can be good reasons for electing a non-member to the association committee. As far back as 1947, the Federal Supreme Court ruled in a corresponding judgement that, for reasons of association autonomy and practical life, natural persons who are not association members may also be elected to the committee.

As this tends to be an exception in practice, it is recommended to explicitly mention in the articles of association that non-members may serve on the committee.

Question

At the general meeting, I am to be confirmed as chairperson as well as another four committee members in their respective roles. In addition, a named new committee member is to be elected. The election is expected to be uncontested. How can this election be conducted in the most efficient and correct manner?

Answer

There are no legal provisions with respect to exactly how elections are to be conducted. Of course, any regulations laid down in the articles of association must be observed and it must be clear who is elected and who is not.

The following practices have proven successful:

• It is advantageous to first confirm the members of the committee individually or as a whole (including the chairperson) and then to confirm the chairperson individually in his or her office.
• It makes sense to have a new member elected individually. Individual elections give more weight to the person in question. If there is no other nomination, however, an individual new member can also be elected together with the remaining members.
• During the election of the chairperson, the deputy temporarily assumes the position of chair. Responsibility for the remaining elections is assumed by the elected chairperson.

Question

Our small gymnastics association is having difficulty finding new committee members. Of our active gymnasts, almost all have already held office at one time or another. One committee member has now had the idea of asking an individual who isn't a gymnast at all, but whose children are in the squad. Can a non-active member be elected to the committee? And does this even make sense?

Answer

There is nothing standing in the way of this plan unless it is stated in your articles of association that only active association members can be elected to the committee. After all, you are not looking for somebody to do a cartwheel or perform as many squats as possible. Rather, you want to find somebody who is capable of co-leading an association and who can fit into its committee. It is also possible that you are looking to fill a specific area of responsibility, for example somebody to oversee the actuarial or financial side of things or even to take on the role of chairperson.
Good minute-takers, financial experts and leadership figures can also be found outside the ranks of the active gymnastics team. A committee member should, of course, have an interest in the association's activities, but a somewhat external perspective can surely be of no detriment to the association.

Question

We are looking for new committee members in the association. A married couple have expressed their interest. Is it generally allowed for related individuals to sit on the same committee?

Answer

Yes, this is allowed. In specific cases, it can be justified to ask whether family representation is appropriate or not. Keywords to consider here: synergies, short information paths, concentration of power, etc.

Ultimately, it is the members who decide with their vote whether or not they want to have people from the same family on the committee. It must be noted that the requirement to abstain from voting on legal transactions or legal disputes with the association also applies to relatives in accordance with Article 68 of the Swiss Civil Code (ZGB) Not least for this reason, it makes little sense for the committee to exclusively or primarily comprise family members. It is then almost impossible for resolutions to be passed in an orderly fashion.

Question

A member of our association's committee has tendered his resignation, as he is moving away from the area. However, only around 18 months of the four-year term of office have passed. Is it actually permitted for this individual to step down? Where necessary, is the committee itself able to define a new member prior to the next general meeting so that it remains able to perform its function?

Answer

It often occurs that a committee member is unable or does not wish to complete his or her term of office. Committee members also have the right to withdraw from the association. Should a committee member step down at the end of an association year, by-elections usually take place at the next general meeting.

If a committee member stands down during the course of the year and their absence is manageable, it is possible to wait until the next general meeting. However, if the committee is urgently relying on a replacement so that it can continue its business, it is beneficial if the articles of association allow for so-called co-optation. This means that the committee itself can hold a by-election. The corresponding article may then, for example, read as follows: "Vacancies that emerge during the course of a business year can be re-filled by the committee itself prior to confirmation by the general meeting". If this option is not provided for in the articles of association, the committee can hold elections at an extraordinary general meeting. Or it has to see how it can get things done without a replacement. In any case, it is the responsibility of the departing committee member to ensure the careful handover of official business.

Question

As we have constant disputes due to a fellow committee member, we want to remove him from office. How do we need to proceed?

Answer

Generally speaking, committee members are unable to remove or vote out a colleague themselves. The committee members are elected by the general meeting and only the general meeting has the authority to relieve them of their duties.

Following the passing of a majority resolution within the committee, a motion can be put forward at the general meeting for the colleague in question not to be re-elected. It is, however, down to the general meeting to decide whether to pursue such a motion or not. Whether choosing this path will resolve the conflict situation is another matter. Problems are often not simply tied to a lone individual. It is possible that seeking out the cause of the conflict and holding joint discussions will prove a more promising solution.

Question

In our articles of association, no fixed number of committee members is defined and no required majority is specified for elections. In such cases, does a contentious figure who is standing for election need to be elected with an absolute majority of votes?

Answer

The question of required votes arises on a general basis and not just in connection with contentious figures. If the articles of association do not explicitly govern the required share of votes (qualified majority), Article 67(II) of the Swiss Civil Code (ZGB) applies: "Resolutions require a majority of the votes of the members present". An absolute majority is therefore required. This is calculated on the basis of the number of members in attendance. All votes need to be counted, including invalid votes and abstentions. Example: if 100 members are in attendance, an absolute majority is achieved with 51 votes. Should an uneven number of members be in attendance, the figure required for an absolute majority is determined by dividing the number of members in attendance by two and rounding this figure up to the next whole number.

In many cases, the articles of association of associations state that decisions can be made with a relative or simple majority of votes: irrespective of the number of members in attendance, a motion is approved if it receives more votes in favour than against.