Executive committee
An association may also entrust an administrative office or secretariat with the management. In this case, the committee is responsible for their supervision. The executive committee is elected by the general meeting and is accountable to it (annual report). Its duties and powers are defined by law, the articles of association and resolutions taken by the general meeting. The law does neither prescribe a minimum number of committee members nor certain offices. The articles of association, on the other hand, may stipulate a minimum or maximum number or define offices and functions.
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
Who is king/queen of the association?
Answer
There is neither a king nor a queen in the association. The committee as an overall body assumes responsibility for the association's business. It has the right and the obligation to take care of the association's affairs and to represent it externally. That's what the law says.
Unless the articles of association provide more specific requirements, the committee can organise itself and the distribution of its tasks as it sees fit. It can, for example, introduce a departmental system. However, it is always true that the committee is a collegial body that assumes joint liability for the association. It must be ensured that all committee members can have their say. The chairperson cannot issue commands alone.
Question
The issue of finances does not play a very major role within our association. We trust each other, with the treasurer making deposits and payments. Are we nevertheless required to keep accounts?
Answer
Since 2008, the legal provisions concerning associations in Article 69a of the Swiss Civil Code (ZGB) have contained the following section:
"The committee shall maintain the association’s business ledgers. The provisions of the Code of Obligations on commercial bookkeeping and accounting apply mutatis mutandis".
The committee is therefore required to maintain accounts. Irrespective of this obligation, it is otherwise also important to handle financial matters in a clean and precise manner even if the amounts in question are not significant. While trust is good, finances, in particular, can quickly become a reason for disagreement. The members have the right to know how the money is being collected and spent and the committee should be in a position to provide information in this regard at all times.
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.
