Resolution
Question
When do resolutions of the general meeting come into force?
Answer
Resolutions passed at a general meeting shall not enter into force until after the end of the meeting, or at a later date, if so decided. Until the end of the meeting, a motion to reconsider (procedural motion) may be submitted to vote again on the matter of a resolution if there are important reasons for doing so. It is therefore not permissible, for example, for an amendment to the articles of association to enter into force immediately after its resolution at the meeting itself.
Question
We would like to add the option of a written vote instead of a general meeting to the articles of association. What needs to be considered here?
Answer
Article 66(2) of the Swiss Civil Code (ZGB) provides the following legal provision: "The written consent of all members to a proposal is equivalent to a resolution of the general meeting". This means, however, that all of the members have to take part in and consent to the written vote.
The possibility of passing resolutions in writing can also be governed in the articles of association. For example, this could be formulated as follows: "Resolutions may be passed by circular (by letter, e-mail or electronic voting platform) (in justified exceptional cases).
However, written resolutions entail significant disadvantages: unlike at a physical meeting, discussions cannot take place once resolutions are passed in writing. Motions on existing agenda items (amendments and countermotions) or additional election proposals have to be submitted in advance. We therefore advise against the general replacement of physical meetings with the written passing of resolutions.
If an association nevertheless opts to pass a resolution in writing, it is important that the provisions laid down in the articles of association are adhered to: invitation period, attendance quorum (participation quorum), required majorities. The association must ensure that members vote themselves and only once, for example by signing the voting slip. The resolutions of the written vote should be recorded in a brief minutes document, including details of how many votes were received and how the vote was taken. It is also important to ensure that data protection is guaranteed.
