Majorities
In the case of a relative (or simple) majority, a motion is adopted if the number of votes in favour exceeds the number of votes against the motion; abstentions are not counted.
A qualified majority, on the other hand, is provided for particularly important matters (such as changes to the articles of association) and requires more weighty approval than just the majority, e.g. two thirds or three quarters of valid votes. The articles of association may also determine that very important votes or circular resolutions shall be passed unanimously. Here, too, it should be determined whether unanimity refers to the members present or to all members (universal meeting). The articles of association should also regulate what to do in the event of tied votes. In most cases, the chairperson shall cast the deciding vote. If this is not the case, the motion is rejected because it has not achieved a majority.
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
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.
