Members meeting
Question
In all of its German-language documents, our association has included the term "Vereinsversammlung" (translated literally as association meeting but rendered as general meeting in the Swiss Civil Code). A member has now complained that it should actually be "Generalversammlung" (general meeting). Which is correct?
Answer
The term "Generalversammlung" is indeed often used in place of "Mitgliederversammlung" (members meeting) or "Vereinsversammlung". This term isn't found in Swiss association law. Here, the terms used are "Vereinsversammlung" and "Mitgliederversammlung". The organisation of the association is governed in the Swiss Civil Code (ZGB) in Articles 64 to 69 under the title "I. Vereinsversammlung". In the French version of the Swiss Civil Code, however, the term "assemblée générale" is also used.
The term "Generalversammlung" is used in the German-language version of the Swiss Code of Obligations (SCO) in connection with public limited companies and cooperatives. While an association is person-oriented, including at its "Mitgliederversammlung", a public limited company gathers its capital (shareholders) at its "Generalversammlung".
German-language articles of association that include the term "Generalversammlung" are not invalid for this reason, however.
Question
What needs to be taken into account if an association wishes to amend its articles of association?
Answer
An association wants to give itself a new purpose or a new name or now also wishes to gain benefactor members. Changes of this kind require an amendment to the association's articles of association.
Responsibility for any revision to the articles of association lies with the general meeting, with any change possibly requiring a qualified majority of votes. In the case of important amendments to an association's articles of association that are likely to be subject to controversial debate, it is advisable to convene an extraordinary general meeting to address this single topic. The committee provides the members with the proposed amendments together with the invitation within the period stated in the articles of association. In the case of a total revision or in instances in which major changes are to be made, it is advisable to present the amendments synoptically (the currently applicable text is presented opposite the new text).
At the (extraordinary) general meeting, the provisions to be revised are put forward for discussion individually. At the end, an overall vote is held. Changes to the association's name and its purpose must also be communicated to absent members following the (extraordinary) general meeting in the minutes. If a member is not in agreement with the change of purpose, they may declare their withdrawal from the association in accordance with Article 74 of the Swiss Civil Code (ZGB). If the association is entered in the commercial register, changes to its name and purpose must be reported. It is advisable to also inform the association's most important financial backers prior to the distribution of the next annual report.
Question
Is it admissible for an association to consist of committee members only?
Answer
An association that has no members other than committee members is legitimate, too. In this case, the general meeting consists of the committee members only. It is important that such an association comply with the legal provisions governing associations: It has to convene a general meeting, hold elections, adhere to democratic processes, observe obligations to refrain from voting, etc. For such an association it is particularly important to choose one or two auditors in order to provide supervision and some sort of protection for the executive committee, because the committee cannot relieve itself.
It may be stipulated in the articles of association that the executive committee shall decide on the admission of new members. The executive committee thus determines whether further members are to be admitted or whether membership remains limited to members of the executive committee.
Question
Is it right that the audit report isn't to be voted on? Is it true that following the approval of the annual report a vote is to be held on the audit report and then the annual financial statements?
Answer
The audit report is prepared by an independent person or body. It recommends whether the financial statements should be accepted or rejected and may also contain further recommendations.
A vote is not held on the audit report; it serves as an opinion-forming aid for members with respect to the annual financial statements. If the members are not satisfied with the work of the auditor, they can vote the auditor out and propose somebody else.
Question
As our association finds itself at somewhat of a standstill, we have taken the decision within the committee to spend money on new flyers, a website and a special campaign, increasing the budget accordingly. We are convinced that the association can afford this rather steep additional expenditure, but do not know whether the members will also see things the same way.
As the chair of the meeting, how should I proceed if the budget is rejected at the general meeting?
Answer
As authority for approving the budget at your association lies with the general meeting, the committee and the chair of the meeting need to ensure that they are well prepared and equipped with good arguments. It is also important that the entire committee is behind the proposal and that the relevant figures are made transparent, meaning that they are comprehensible for the members. It is also helpful to present a longer-term financial plan.
The members can put forward amendments to the proposed budget; it is not a matter of all or nothing. If the passing of the budget appears to be at risk, the chair of the meeting can call on the members or individual voters to make targeted requests for deletion or, where necessary, suggest (tolerable) reductions him- or herself.
Otherwise, the association's democratic rules have to be adhered to.
Question
Our members live all over Switzerland and in neighbouring foreign countries, for many of them it is not possible to attend the general meeting. Is it admissible to have a general meeting online?
Answer
Members have the right to attend the general meeting and to participate in voting and elections as well as the corresponding discussions. If a Swiss association has members with residence in a foreign country, it must ensure that these members can make use of their rights. As a supplement or substitute for a physical meeting, an online meeting can be held via an online conference room (e.g. Skype, Facetime, etc.) or via a live stream from the meeting with a chat option for discussion and voting. This is admissible provided all members are invited in time, have access to the Internet and receive the necessary documents and access data. A further prerequisite is that the articles of association provide for online meetings.
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 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.
Question
Should the annual/membership fee be included in the agenda items of the general meeting even if it is to remain the same?
Answer
The amount of the membership fee is generally determined by the general meeting. If the exact amount is defined in the articles of association, an increase or reduction can only be implemented by means of an amendment to the articles of association. In such cases, the item of business only has to be added to the agenda items upon a corresponding motion being put forward by the committee or a member.
If the fee amount is not specified in the articles of association, its definition is part of the ordinary business of the general meeting. In such cases, it is advisable to include the "membership fee" agenda item each year. The committee can then, for example, propose that the current fee is maintained. The members can, however, put forward countermotions.
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.
Question
At our last general meeting, only four out of our 120 members were in attendance in addition to our five-person committee. Are the important resolutions that were passed during the meeting still valid?
Answer
Yes, the resolutions are valid. The meeting would only be deemed not to have a quorum if the association's articles of association specify a requirement for a minimum number of members with voting rights to be in attendance (attendance quorum).
Even if important decisions have only been taken by just a few people, all members and the committee must abide by the resolutions in question. The stance that "the absent are always wrong" applies in such cases. Under Article 75 of the Swiss Civil Code (ZGB), all members who were not in agreement (including absent members) have the right to challenge resolutions that breach the law or the association's articles of association before a competent court within one month of being made aware of the decision in question.
Question
As is well known, an annual report must be drawn up for the general meeting. Are there any requirements with respect to the report's length and content?
Answer
The annual report serves to provide members and, where applicable, further sections of the public information on the financial year's important events. There are no requirements in terms of length. The content is, however, determined by the association's purpose: the members should be able to decide whether the committee is conducting the association's business in line with its purpose. It serves as a basis for discharging the committee and has to be written accordingly: it should therefore depict the focus areas of the association's activities as well as provide information on target achievement, important changes in personnel, cooperation with other organisations, etc. Last but not least, the annual report should also form the foundation for the re-election of the committee: Were its actions actively beneficial to the association or not? The annual report is therefore more than just an arduous obligation. Instead, it takes on the character of an accountability report and must be taken seriously. At the same time, it often also serves as the association's "business card".
