Glossary
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Written resolution
Pursuant to the Swiss Federal Council’s Ordinance 3 on Measures to Combat the Coronavirus, associations were permitted to hold General Meetings online or pass resolutions in writing until 31.12.2022, even if this is not provided for in the Articles of Association. Pursuant to the Ordinance, it was not permitted to combine the two different methods of implementation.
These exemptions granted by the Federal Council ceased to apply on 01.01.2023; General Meetings must now again be held in accordance with Articles of Association. This means that resolutions may be passed in writing if permitted explicitly by the Articles of Association. If there is no corresponding provision in the Articles of Association, the following applies: “The written consent of all members to a proposal is equivalent to a resolution passed by the association’s General Meeting.” This means that all members must take part in and consent to the written vote.
These exemptions granted by the Federal Council ceased to apply on 01.01.2023; General Meetings must now again be held in accordance with Articles of Association. This means that resolutions may be passed in writing if permitted explicitly by the Articles of Association. If there is no corresponding provision in the Articles of Association, the following applies: “The written consent of all members to a proposal is equivalent to a resolution passed by the association’s General Meeting.” This means that all members must take part in and consent to the written vote.
Question
Is it permissible to ask members to respond with their first name, surname, and signature when participating in a written vote?
Answer
You must ensure that only people entitled to vote take part in the vote and/or elections. It is therefore correct that voting persons need to be able to be identified. An independent person can then count these ballots during the counting process and the results can be determined without allocating them to the people voting. If you want to ensure complete anonymity during votes, for example, you would have to create separate voting cards that have to be sent back with the vote or ballot (as is the case for political elections). I would only recommend this procedure if an election is strongly contested.
