Extraordinary general meeting
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
A member would like to convene an extraordinary general meeting and has asked us to provide him with the contact details of all members. Are we allowed to do that?
Answer
If one fifth (or fewer, depending on the articles of association) of the members request an extraordinary general meeting, the Board of Directors must convene such a meeting. In practice, this means that the internal disclosure of member data within the association is permitted in this case, as it is required to exercise membership rights, namely, to convene an extraordinary general meeting (Art. 64 Section 3 of the Swiss Civil Code). In this case, however, the Board of Directors may only disclose the data that are strictly necessary to exercise this right (e.g., names and addresses). Members may only use the data passed on for this exact purpose; the data must then be destroyed, and the member in question must be expressly informed of this. As an alternative to publishing the data, the Board of Directors can offer to send the information to other members on behalf of the member.
Question
Our choir is planning to issue a brochure to mark its upcoming anniversary and gained approval from the general meeting for a budget of CHF 500. It has now materialised, however, that the costs have been completely underestimated. Do we now have to have the members vote again on a higher amount?
Answer
By voting on the issue again at an extraordinary general meeting, the committee is playing things safe. You can better judge for yourself whether the ordinary general meeting would approve of a corresponding cost overrun upon being presented with the accounts. Either way, the committee is well advised to inform the members in a timely and transparent fashion.
