Question

It is not specified in our articles of association as to when the minutes of the general meeting have to be sent out. Is it sufficient to enclose these with the next invitation to the general meeting or should they be sent out as soon as possible after the meeting in question?

Answer

There are no legal regulations on the distribution of minutes. If the articles of association do not specify anything in this regard and there are no long-standing, appropriate customs in place, the committee can distribute the minutes as it sees fit.

The benefit of a prompt distribution is that the members - and especially also the absent members - are informed of the relevant resolutions in a timely manner. If the minutes have to be approved by the general meeting, they are referred to as "draft minutes". The timely distribution of the draft minutes following approval by the committee allows for members to be called on to raise any objections they may have. Where necessary, the committee can then present an amended version to be voted on at the next meeting. Under Article 75 of the Swiss Civil Code (ZGB), a member can challenge resolutions that breach the law or the association's articles of association before a competent court within one month of receiving the minutes. This is another reason why early distribution makes sense.  Otherwise, a complaint could still be filed after a year.

If the invitation is sent out via e-mail, the minutes can be attached as an additional document. If the association has an internal area on its website, the document can be stored here and the members informed accordingly.

Conclusion:

• The minutes serve to provide information to members, a fact that speaks in favour of their prompt distribution.
• To ensure that the members can approve the minutes at the general meeting, they need to be familiar with their wording, which represents an argument for distributing the minutes (again) together with the invitation.
• To save paper, it is advisable to make use of electronic options. When doing so, however, consideration has to be given to members who are not electronically networked.
• As a rule, the minutes are signed by both the minute-taker and the chairperson.
• The committee can also govern the distribution of minutes by presenting a corresponding motion to the general meeting. This means that member wishes can be accommodated. This does not require a corresponding provision in the articles of association. Instead, a meeting resolution recorded in the minutes suffices.

Question

We would like to generate interest among potential new members for our association. We have now come up with the idea of making our next general meeting accessible to the public and inviting interested parties and media professionals to the occasion. Are we allowed to open up the general meeting to non-members?

Answer

There are no legal provisions in this respect unless something is governed under your articles of association or regulations.
Otherwise, the association is free to also invite non-members. This can be quite useful. Potential members, relatives, representatives of authorities or financial backers, specialists, media professionals - they can all be invited as guests. It is advisable to provide guests with allocated seating so that it is clear who is and who isn't permitted to vote.

For invitations of this kind, the event should be sufficiently attractive for the guests and be significant in terms of its content. Nobody wants to simply listen to items of business relating to the association's articles of association. An invitation with an interesting and varied programme is helpful. And, of course, be sure to extend a special welcome to the guests at the 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

Our general meeting is taking place next week. A motion from a member has now been received after the deadline stated in the articles of association. The member is proposing that the membership fee amount be left as it is. The committee, on the other hand, is proposing that the membership fee be increased. Are we required to present the member's motion?

Answer

As the business of the "membership fee" has been included under the agenda items, the motion put forward by the member represents a proposal relating to an existing agenda item. The invitation period only applies to motions that request the addition of an agenda item, i.e. relating to a (further) point of business that should be included in the agenda.

The motion that you mention must therefore be put forward and voted on. Members must also have the opportunity to put forward a motion (relating to a scheduled agenda item) at the meeting itself. This is what makes democratic discussions and the formation of opinions at the general meeting possible in the first place.