Tools for associations

FAQ

Frequently asked questions

Compilation of all frequently asked questions (FAQ). The collection is constantly being expanded.

Question

Our basketball club would like to raise awareness about our association with a street campaign in a pedestrian zone. We will set up a basketball hoop and allow people to take shots. We will also be giving away drinks, but not selling anything. Do we require authorisation for this campaign?

Answer

Yes, all events and campaigns held on public land require authorisation, irrespective of whether anything is sold or not. Responsibility here lies with the municipality or city administration. Enquire here in good time(!) how you can obtain authorisation and what requirements the association has to meet (disposal of waste, space requirements, etc.).

Most municipalities have a usage concept for the use of public land. This may also be available online. Demand is often great at well-frequented locations, meaning that the administration also assumes a coordinating function.

Question

Our association now has a Facebook account. To make the page attractive, we want to make photos of our activities available within the network. In some cases, easily recognisable individuals are shown. Does their permission need to be requested? After all, the images on our Facebook page can only be viewed by "friends".

Answer

Photos are classified as sensitive personal data and, generally speaking, may only be used with the consent of the individuals shown in them. Even if you are able to restrict access on Facebook, it is nevertheless an open medium whose appeal lies in precisely the fact that more and more people gain more and more insights. Furthermore, the association is interested in having as many "friends" as possible.

I therefore advise against publishing any photos without first obtaining the consent of the affected individuals. Sending an enquiry in this regard to association members also provides the opportunity to get in contact with them.

As a rule, images should be used in which people are only recognisable to a limited extent or as part of a crowd. Furthermore, photos should not be noted with the names of the people who appear in them and no images should be used that encroach on the privacy of the people shown in them or that allow for conclusions to be drawn about their religious or political views, show the consumption of drugs or criminal activities, document the receipt of social welfare, etc.

It goes without saying that images should be deleted upon the request of the people they show.

Question

We are looking for "sponsors" to offer financial support to low-income families so that they can send their child to a playgroup. The monthly parent contribution is often a hurdle. Would this be suitable for a crowdfunding project?

Answer

For a crowdfunding project, it is important that it is presented as a specific and clearly distinguishable project, for example the project "Playgroup attendance for ten families". In this case, you are not looking for individual sponsors. With crowdfunding, many individuals tend to make small contributions in order to collectively allow these ten families to send their children to the playgroup. In return, the donors receives "goodies", i.e. a small token of appreciation in the form of a product, experience or service.

Crowdfunding platforms provide support, tips and tools for the development and assistance of a crowdfunding campaign It is important, however, that both personnel and time resources are planned for the campaign. Ideally, you should seek somebody within the association who feels at home in the area of social media and would enjoy launching such a campaign.

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

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

I have recently been elected to the committee of an association, have assumed the role of secretary and take the minutes during meetings. The chairperson is now requesting that parallel minutes also always be taken, meaning that two people take minutes to make sure everything is recorded. I find the work that this entails to be excessive and believe it shows a lack of trust. Furthermore, we approve the minutes at the start of meetings so that it is possible for any corrections or additions to be made. Do I have to accept this instruction?

Answer

I completely understand how you feel here. I would like to make the following comments in this regard:

When it comes to taking minutes, the amount of effort involved should be limited. You need to take into account what purpose the minutes fulfil. In most cases, the objective is to record resolutions in a manner that makes them comprehensible. In the vast majority of cases, verbatim minutes are not required. Given the lack of resources within committees and where the agenda contains "innocuous" items, taking parallel minutes doesn't make sense.
The chairperson is not allowed to rule on everything on their own authority. If anything, I would ask for a discussion and, where necessary, a vote on the taking of minutes within the committee.
The ability to delegate is an important prerequisite for performing the role of chairperson. This enables the chairperson not only to reduce their workload, but also to gain motivated committee members.

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".

Question

Who is king/queen of the association?

Answer

There is neither a king nor a queen in the association. The committee as an overall body assumes responsibility for the association's business. It has the right and the obligation to take care of the association's affairs and to represent it externally. That's what the law says.

Unless the articles of association provide more specific requirements, the committee can organise itself and the distribution of its tasks as it sees fit. It can, for example, introduce a departmental system. However, it is always true that the committee is a collegial body that assumes joint liability for the association. It must be ensured that all committee members can have their say. The chairperson cannot issue commands alone.

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

I would like to found a Swiss association together with several persons who are residing abroad. May these persons be founding members and may they be elected to an office?

Answer

Persons with residence in a foreign country may be founding members, committee members and/or future members of an association domiciled in Switzerland. An association domiciled in Switzerland is governed by Art. 60 ff. of the Swiss Civil Code; it can be founded as such if it has any relation to Switzerland: area of activity (also) in Switzerland, open (also) to members from Switzerland. For associations with an international background it makes sense to have at least one committee member who is a Swiss resident.

If a Swiss association has (committee) members with residence in a foreign country, it must ensure that these members are able to assume their rights and duties. To this end, it can hold the committee meetings/general meetings via an online conference room (e.g. via Skype) provided all members are invited in time, receive the necessary documents and access data, etc. The articles of association must provide for general meetings (and/or committee meetings) to be held online.

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.

Question

A while ago, a member of the board announced that he was stepping down from the board. Now he wants to reverse his decision and remove the item "Election of a new member of the board" from the agenda. But not all of the members of the board are enthusiastic about having him remain on the board. We also already have a new candidate. Do we simply have to accept the reversal of his decision?

Answer

The resignation of an elected member of a corporate body is what is known as an "act of formation" that directly results in (creates) a legal situation. In other words, as of the date when he announced that he was stepping down the member concerned was no longer a member of the board. In order for the member concerned to remain on the board, he must be elected again at the annual general meeting.

Question

As we have constant disputes due to a fellow committee member, we want to remove him from office. How do we need to proceed?

Answer

Generally speaking, committee members are unable to remove or vote out a colleague themselves. The committee members are elected by the general meeting and only the general meeting has the authority to relieve them of their duties.

Following the passing of a majority resolution within the committee, a motion can be put forward at the general meeting for the colleague in question not to be re-elected. It is, however, down to the general meeting to decide whether to pursue such a motion or not. Whether choosing this path will resolve the conflict situation is another matter. Problems are often not simply tied to a lone individual. It is possible that seeking out the cause of the conflict and holding joint discussions will prove a more promising solution.

Question

I’m the treasurer of an association. Can I simultaneously assume the office of vice chair or is this too great a concentration of power in a five-member committee?

Answer

I’m glad you ask about the concentration of power. If one committee member has too much power, this can actually lead to unwanted consequences in the association. If, for example, someone is not up to the different tasks, the effects are all the more serious because they affect several areas at the same time.

There are no legal regulations as to how the functions in a committee are to be filled, unless the articles of association contain a relevant provision. It is recommendable that the executive committee of a small association be not too big. Thus the association can be managed easily and efficiently. This also means, however, that the individual committee members may be in charge of more than a single function. In your case, holding two offices probably means, first and foremost, carrying out the relevant work. There is no reason why you, as treasurer, should not keep the accounts and at the same time participate in managing the association’s affairs together with the chairperson, representing her in her absence. It is important that all members of the executive committee have the same level of information and can participate equally in decisions.

Question

Our committee has taken the decision to symbolically record the work it performs so as to be able to legitimise its position well during negotiations for subsidies. Is it only the time spent in attendance at the office that should be recorded? Or should the, in some cases, very long amounts of time required to reach the office also be taken into account as no other work can be performed during the journey?

Answer

It is great that you record your hours and can thus substantiate the work you perform! This forms the basis for the recognition of performed work, irrespective of whether compensation is provided for it or not. At the same time, the recording of hours worked is also helpful for things like job descriptions for interested volunteers.

Whether travel time should be included in these working hours is actually contentious, with both approaches being legitimate. Ideally, both should be reported separately, with different rates being applied to working hours and travel time (e.g. half the [fictive] remuneration for work is paid for travel time).

Question

Our association has been in existence for more than 50 years and organises various activities for senior citizens. In some cases, these are now carried out by other organisations. We now find ourselves in a situation where nobody else wants to join the association and even committee members occasionally want to step down. All of the members have already served on the committee. While individual members want to continue taking on tasks, they have no desire to sit on the committee. What would be your recommendation to us?

Answer

Your association cannot avoid the question of whether it is still needed and what would happen if the association no longer existed. Together with your colleagues, consider which activities you absolutely want to continue with and in what form. What can be given up without issue? Perhaps there is an opportunity to link up with an organisation that pursues similar goals?

Whatever the answers to these questions may be, your association was good and necessary. Without it, these offers that others are now taking on wouldn't have existed in the first place. It would therefore not be true to say that the association had failed if it now had to be discontinued.

Question

Our association has won a recognition award from the municipality. I am the chairperson. Who should I take with me to the award ceremony? Four people are allowed from each organisation.

Answer

Ideally, you should address the question in the committee and come to a joint decision. This provides the committee with the opportunity to celebrate once again and name the individuals who played a special role in this success, also including "ordinary" association members. Further decisive factors include who is available at the time of the award ceremony and whether there are additional criteria as regards the delegation's composition.

Question

Are committee members generally entitled to compensation for the performance of their committee function?

Answer

There is no legal entitlement to compensation for committee members. On the contrary: an important condition for the association's tax-exempt status is that committee members perform their role on an unpaid basis. They are, of course, entitled to the payment of any expenses incurred. Compensation can be provided for special professional tasks but this should always be linked to specifically described and limited assignments.

All compensation paid to the committee must be included in the budget and be reported as such in the accounts. Always bear in mind that other forms of recognition are possible, including the option to complete further training, the waiving of membership fees and the provision of extras.

And it is also important to note that recipients of compensation that goes beyond an expenses allowance must also pay tax on the relevant amount, meaning that the association is required to prepare a salary statement. If the compensation totals more than CHF 2300 per person per year, the relevant social insurance contributions must also be settled (see the work aid "Expenses, expense regulations, compensation" in this regard).

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

Question

Our committee has taken the decision to pay its members an attendance fee in future. Do we require the approval of the general meeting for this?

Answer

The association's articles of association govern who within the association has what authority. If it is stated therein, for example, that the committee is only entitled to compensation for actual expenses, it cannot pay its members attendance fees unless the payment takes the form of a flat fee for any expenditure incurred. If there is no such regulation in place and the general meeting decides on the budget, the amount must be listed there. This allows the members to exert influence during the budget approval process. It is possible that the committee also has a fixed amount at its disposal about which it can decide itself.

If no reference is made in either the articles of association or the relevant regulations about the authority for spending, it is best if the committee presents compensation and expense regulations to the general meeting for approval.

Please note that attendance fees represent compensation for performed work, meaning that the recipient also has to pay tax on them, i.e. the association has to prepare a salary statement. If the compensation totals more than CHF 2300 per person per year, the relevant social insurance contributions must also be settled (see the work aid "Expenses, expense regulations, compensation" in this regard).

Question

Our committee does a great deal of work and without compensation. Can we at least waive the annual fee for the individual committee members?

Answer

As all association members generally have the same rights and obligations, this also applies to the payment of the annual fee. An exception can only be made if a corresponding provision is contained in the articles of association. For example: "Committee and honorary members are exempted from the membership fee obligation".

Question

I put myself forward for the vacant position of chairperson but I am not a committee member. Does the general meeting first have to elect me to the committee and then elect me as chairperson in a second vote? In the articles of association, it is stated that the general meeting elects the chairperson and the other committee members.

Answer

Unless stated otherwise in the articles of association, the members can elect you directly as chairperson. However, if an association's committee is self-constituting (which isn't the case at your association), the general meeting votes one or more people to the committee. This later elects a chairperson from within its ranks at its constituting session.

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

Answer

I completely understand how you feel here. I would like to make the following comments in this regard:

When it comes to taking minutes, the amount of effort involved should be limited. You need to take into account what purpose the minutes fulfil. In most cases, the objective is to record resolutions in a manner that makes them comprehensible. In the vast majority of cases, verbatim minutes are not required. Given the lack of resources within committees and where the agenda contains "innocuous" items, taking parallel minutes doesn't make sense.
The chairperson is not allowed to rule on everything on their own authority. If anything, I would ask for a discussion and, where necessary, a vote on the taking of minutes within the committee.
The ability to delegate is an important prerequisite for performing the role of chairperson. This enables the chairperson not only to reduce their workload, but also to gain motivated committee members.

Question

Our small gymnastics association is having difficulty finding new committee members. Of our active gymnasts, almost all have already held office at one time or another. One committee member has now had the idea of asking an individual who isn't a gymnast at all, but whose children are in the squad. Can a non-active member be elected to the committee? And does this even make sense?

Answer

There is nothing standing in the way of this plan unless it is stated in your articles of association that only active association members can be elected to the committee. After all, you are not looking for somebody to do a cartwheel or perform as many squats as possible. Rather, you want to find somebody who is capable of co-leading an association and who can fit into its committee. It is also possible that you are looking to fill a specific area of responsibility, for example somebody to oversee the actuarial or financial side of things or even to take on the role of chairperson.
Good minute-takers, financial experts and leadership figures can also be found outside the ranks of the active gymnastics team. A committee member should, of course, have an interest in the association's activities, but a somewhat external perspective can surely be of no detriment to the association.

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

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.

Question

I have been a member of an association committee for several years. I would now like to hand over this honorary office. What is the right way to go about this? Is it enough to inform the committee in writing that I will no longer be standing for election at the next general meeting?

Answer

Generally speaking, you have the right to leave the committee at any time. It is ideal for everyone involved if you announce your resignation as early as possible. As you were elected by the general meeting, your resignation must also be communicated to the association's members via the committee. You are in a better position to judge for yourself whether you should announce your planned resignation directly at the next committee meeting - to be recorded in the minutes - or whether it would be better in terms of timing to write a letter of resignation. There are no requirements as regards form. When a committee members resigns, it is good for the committee and the association to learn what the reasons for this decision were and, where applicable, to get tips for the successor. It is also certainly appreciated if, upon request, you continue to make yourself available for the handover and the induction of your successor in their new role.

Responsibility for finding a successor lies with the remaining committee members. This means that you should feel no obligation to find your replacement yourself.

Question

A member of our association's committee has tendered his resignation, as he is moving away from the area. However, only around 18 months of the four-year term of office have passed. Is it actually permitted for this individual to step down? Where necessary, is the committee itself able to define a new member prior to the next general meeting so that it remains able to perform its function?

Answer

It often occurs that a committee member is unable or does not wish to complete his or her term of office. Committee members also have the right to withdraw from the association. Should a committee member step down at the end of an association year, by-elections usually take place at the next general meeting.

If a committee member stands down during the course of the year and their absence is manageable, it is possible to wait until the next general meeting. However, if the committee is urgently relying on a replacement so that it can continue its business, it is beneficial if the articles of association allow for so-called co-optation. This means that the committee itself can hold a by-election. The corresponding article may then, for example, read as follows: "Vacancies that emerge during the course of a business year can be re-filled by the committee itself prior to confirmation by the general meeting". If this option is not provided for in the articles of association, the committee can hold elections at an extraordinary general meeting. Or it has to see how it can get things done without a replacement. In any case, it is the responsibility of the departing committee member to ensure the careful handover of official business.

Question

What are the consequences if it is not possible to fill the seat of the chairperson during the elections at the next general meeting?

Answer

Even if the seat of the chairperson is temporarily not filled as stipulated by the articles of association, this has no legal consequences for the association, provided that the vacancy is not dragging on for years and the association is actively searching for a new chairperson. After all, it is highly unlikely that someone is going to file a complaint for that matter. However, if the vacancy might persist for a prolonged period, a corresponding amendment of the articles of association should be considered. The same applies to other vacancies on the executive committee.

During the vacancy, it is important to distribute the tasks among the committee members effectively, according to the available time and professional interests of each member. A contact person should be appointed for internal and external issues (a function which is usually assumed by the chairperson). For the public, it must be clear who to contact by telephone or in writing.

Of course, the signatory rules must be modified, too.

The vacancy can also represent an opportunity. The position of chairperson might become more attractive for potential candidates if the responsibilities of the executive committee are shared among several committee members. Members can be mobilised to provide occasional support or the position of a co-chair can be introduced. During the transitional period, a new culture of cooperation might emerge.

Question

We are looking for new committee members in the association. A married couple have expressed their interest. Is it generally allowed for related individuals to sit on the same committee?

Answer

Yes, this is allowed. In specific cases, it can be justified to ask whether family representation is appropriate or not. Keywords to consider here: synergies, short information paths, concentration of power, etc.

Ultimately, it is the members who decide with their vote whether or not they want to have people from the same family on the committee. It must be noted that the requirement to abstain from voting on legal transactions or legal disputes with the association also applies to relatives in accordance with Article 68 of the Swiss Civil Code (ZGB) Not least for this reason, it makes little sense for the committee to exclusively or primarily comprise family members. It is then almost impossible for resolutions to be passed in an orderly fashion.

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

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

Can a new committee be elected if the old committee has not yet been discharged?

Answer

Following the approval of the annual financial statements, the general meeting grants discharge to the current committee. This means that from this point onwards the discharged committee is no longer liable for any debt. Instead, liability is assumed by the association in accordance with the provisions of the articles of association. Although a discharge resolution is not required by law, it is generally customary within the framework of the general meeting's supervisory duty in accordance with Article 65(2) of the Swiss Civil Code (ZGB) and is provided for in most associations' articles of association.

If the association's articles of association do not contain any provisions to contrary, it is also possible to elect a new committee without discharging the previous committee members who have stepped down. The former committee is no longer in office. Under civil law, however, any claims for damages can also be asserted against a committee that has already stepped down.
In the interest of ensuring the reasonable continuation of the association's activities, it is advisable for any claims for damages against the former committee members to be asserted in a quick and timely manner so that the issue of liability is clarified.

Question

Is it allowed for an individual who is not a member to be elected to an association's committee? The members of our association are exclusively legal entities. A suitable individual would make themselves available to serve on the committee but does not belong to any of the member associations.

Answer

This example shows that there can be good reasons for electing a non-member to the association committee. As far back as 1947, the Federal Supreme Court ruled in a corresponding judgement that, for reasons of association autonomy and practical life, natural persons who are not association members may also be elected to the committee.

As this tends to be an exception in practice, it is recommended to explicitly mention in the articles of association that non-members may serve on the committee.

Question

As the new chairperson, I want to improve the way in which tasks are allocated within the committee so that I do not have to do everything myself. Is the approval of the general meeting required in order to introduce departments? In the articles of association, it is stated that the committee is self-constituting.

Answer

A good idea! It is good if the burden of the tasks at hand is placed on various shoulders and it is clear who within the committee is responsible for which duties. This contributes to greater overall satisfaction and ultimately to improving the committee's work. To establish different departments within the committee, the approval of the general meeting is not required. "The committee is self-constituting" means exactly that: the committee can allocate its offices and tasks itself. We recommend reserving enough time during the committee meeting for the formation of departments and to record the results in writing.

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We are looking for new committee members. At the last general meeting, we established a selection committee for this purpose. This has drawn up specifications for the open positions on the committee. Could you provide us with further tips for our search?

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It is often not easy to find suitable successors for an honorary post. Both the content of the position (tasks) and relationships play an important role in the search. The role may appeal to somebody as he or she can contribute special knowledge or because the association's purpose is something close to his or her heart. Others are looking for such a position as a means of finding a balance to their professional life and like to work on unusual tasks. The desire to achieve something together with other committee members can also be a key motivator. Specifications certainly help in giving the interested individual an impression of the tasks that await them and in making clear which of their skills they can contribute.

The most successful method is to directly approach people who may come into consideration in person. Explain how you yourself identify with the association and describe your motivation for the work you do. Share funny experiences and interesting anecdotes with your counterpart. Tell (success) stories, for example about a particularly successful event, a fruitful cooperation with the municipality or the launch of a new website.

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Does an association that is recognised as tax-exempt also have to complete a tax return?

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No, such associations are not required to complete a tax return. However, there are cantons that require the annual accounts of these associations to be submitted to the tax administration. This requirement is formulated in the decision on tax exemption.

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Our association was founded in July last year. Is it correct that we only have to prepare our annual accounts at the end of this year and thus also our tax statement?

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The association's annual accounts can be completed as stipulated in the articles of association. For the tax year, however, it is the calendar year that applies. If your association generated a profit during the first six months of its existence and if this profit exceeded the exemption limit, you must complete a tax return. In the cantons of Bern and Lucerne, you are required to register your association with the tax authority.

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Our association has already been tax-exempt for some time. Is it necessary to renew the association's tax-exempt status and, if so, when?

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Tax exemption is issued by the cantonal tax authority on an unlimited basis, although conditions may be stipulated in some cases. Other cantons only grant tax exemption for a limited period, in which case a new application must be submitted after expiry. The tax authorities must be notified of any amendments to the articles of association.

The tax authority can, however, review this tax-exempt status. In such cases, the association in question is asked to submit certain documentation.

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Due to our assets, we are now liable to tax. Where do we need to register?

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You can find information on the website of your cantonal tax authority in the section for legal entities. Depending on the canton, you can download and complete the forms for your tax return digitally. In some cases, you may have to register first.

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Our association is tax-exempt. We have now amended the association's purpose in our articles of association and also made further additions. Do we need to send the new articles of association to the tax authority?

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Changes to an association's articles of association that include points that may have an impact on its tax-exempt status must always be notified to the tax administration. Such amendments include, in particular, the association's purpose, the unpaid work of the committee and the allocation of funds in the event of the association's liquidation. It is also important to inform the tax authority about any name changes. Enquire directly with your tax authority if you are unsure.

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Our association works with volunteers across Switzerland. They settle travel expenses for the association. For the processing of reimbursements, it is easiest if they send the tickets to the association via e-mail. Do original copies of the relevant receipts (travel costs, etc.) have to be collected? Or is it allowed to scan an original receipt, for example a paper train ticket, and archive it electronically as a PDF.

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Business documents have to be stored for a period of ten years. This also applies to receipts. Generally speaking, an electronic receipt is permitted. It simply has to be stored in a way that allows it to be read for ten years. As we don't really know whether and how we will be able to read an electronic receipt in ten years, the receipts are archived in paper form. Original receipts can thus be scanned and sent to the association but have to be archived by the association as paper receipts for a period of ten years.

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The issue of finances does not play a very major role within our association. We trust each other, with the treasurer making deposits and payments. Are we nevertheless required to keep accounts?

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Since 2008, the legal provisions concerning associations in Article 69a of the Swiss Civil Code (ZGB) have contained the following section:

"The committee shall maintain the association’s business ledgers. The provisions of the Code of Obligations on commercial bookkeeping and accounting apply mutatis mutandis".

The committee is therefore required to maintain accounts. Irrespective of this obligation, it is otherwise also important to handle financial matters in a clean and precise manner even if the amounts in question are not significant. While trust is good, finances, in particular, can quickly become a reason for disagreement. The members have the right to know how the money is being collected and spent and the committee should be in a position to provide information in this regard at all times.

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A member wishes to inspect and recheck the complete accounts (balance sheet and income statements) for the last five years of the association's existence. The member is not part of the committee and thus also has no direct access to the accounts. Is it permitted to deny the member access to the accounts? Or, as a rule, do all members have the right to check the complete accounts themselves or at least to view them?

Answer

The provision of Article 802(2) of the Swiss Code of Obligations (SCO) also applies to associations:
"Unless the company has an auditor, company members have unrestricted access to the company books and files. If the company has an auditor, the books and files may be inspected only if a legitimate interest is credibly demonstrated".

If the association has an auditor, the member in question must therefore justify their interest in viewing the accounts. A general need to check the accounts or distrust do not represent relevant reasons.

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Does the association year always have to be the calendar year?

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As a rule, no. The majority of all associations are, however, likely to align their activities with the calendar year, which is useful as the two years then run parallel to one another. On the other hand, associations that are active, for example, in the area of education or childcare tend to plan their activities according to the school year or on a semester basis. In such cases, it makes sense for the association year to deviate from the calendar year. Under certain circumstances, there may be a certain amount of additional work due to the fact the some administrative tasks (insurance, tax, etc.) also always have to be completed with the reference date of 31 December for legal reasons.

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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.

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Is it permitted for an association not to charge membership fees?

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Yes, an association is under no obligation to charge membership fees. Under Article 71 of the Swiss Civil Code (ZGB), an association is even only permitted to demand membership fees if this issue is expressly governed in its articles of association. Here, the articles of association may specify a minimum or maximum amount or state a range. Since the liability of members has been excluded by law, it is no longer necessary for a fee amount to be defined in the articles of association.

The setting of a fixed fee amount in the articles of association is not advisable, as the articles of association will otherwise need to be updated each time the fee is amended.

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Are committee members generally entitled to compensation for the performance of their committee function?

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We are seeking a voluntary fundraiser for an adventure playground and want to advertise accordingly. We will place an advert in the local press and will publicise the position with the parents' association, parents' forum and the district association. Do you have any other ideas as to where it would be suitable to look for a suitable individual?

Answer

I doubt that you will find who you are looking for like this. In your case, I would task a committee member with taking on responsibility for the focus area of fundraising and also not delegate fundraising to just one person. For example, an interesting option might be a temporary working group made up of members in which different ideas on the topic of fundraising are sought, exchanged and subsequently implemented.

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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?

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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.

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We are in the process of establishing a new association that wants to launch a new sport in the municipality. Can we write in the articles association that in the event of the association's dissolution, the liquidation proceeds will be handed to the municipality for management. (If a new association with the same objectives is founded.) Should it be stated in the dissolution article that the association records should be handed over to the municipality for archiving?

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Generally speaking, the articles of association should not contain any provisions that also pertain to third parties if they have not provided their express consent to such a regulation. Specifically, this means that associations must enquire with the municipality as to whether it agrees to manage the money and archive the association records.

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We now have to take on a commercial employee. How can we access useful information on adjusted wages?

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The Swiss Association of Commercial Employees distributes an informative "Salary recommendations" brochure. It can be ordered at www.kvschweiz.ch under "Brochures".

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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.

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As an association, are we subject to value-added tax? While we do not generate any actual turnover and member fees are not subject to value-added tax, we do receive sponsorship funds.

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It is important that the committee enquires about value-added tax, as a self-declaration requirement applies here. Generally speaking, sponsorship revenues are subject to value-added tax, provided this is genuine sponsorship. Simply naming donors in an annual report, for example, does not belong to this. Sponsors are organisations or individuals that usually support the association with larger amounts and receive something in return: space for logos, advertisements, appearance opportunities, advertising space, etc.

The good news: value-added tax is only payable for non-profit, volunteer-run associations from an amount of CHF 250,000 rather than CHF 100,000 as is the case for all others.

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Within our committee, there are very different opinions as to how expenses are to be reimbursed and whether committee members should receive compensation. What is the right approach?

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In many associations, expense regulations and committee compensation are an ongoing topic and are often even a permanent source of conflict that is never made an issue. From a legal standpoint, there are no exact regulations on this issue and associations handle the topic of compensation very differently. Here are a couple of points of reference:

It should be a matter of course that compensation is provided for expenses that are actually incurred.
The expense regulations and the compensation provided must be adjusted in line with the association's financial situation. This expenditure should be included in the budget.
Generous lump sums and compensation payments may exhibit the character of payments that are subject to tax and other duties.
For associations that are exempted from tax and those that bear the ZEWO quality seal, more stringent requirements apply.

It is highly recommended to discuss the compensation of expenses in detail within the committee and to record the regulations decided upon in writing. See in this regard the work aid "Expenses, expense regulations, compensation".

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How can our association be exempted from tax?

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As a rule, there is no "automatic" tax exemption for associations. Applications for tax-exemption based on the association's non-profit status must be submitted to the cantonal tax administrations. These will also provide information on the relevant conditions and accept written applications for tax-exemption. The articles of association, foundation protocol, annual financial statements and other documents concerning the association's activities must be enclosed with the application. The articles of association should provide information on the charitable, social, cultural, etc. purpose of the association. The association's purpose must not exclusively benefit its own members (no self-help organisations) and the committee members must, as a rule, perform their role on an unpaid basis.

Upon the dissolution of the association, the liquidation proceeds must go to another tax-exempt association. Tax-exemption does not rule out a possible obligation to pay VAT!

See the work aid "Tax exemption for associations".

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Can an association issue a donation receipt for tax purposes or are there specific requirements in place for this?

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An association is only permitted to issue receipts if the association is tax-exempt. This means that the association must have submitted a corresponding application to the canton in which it is based and must have a written document that confirms it enjoys tax-exempt status due to its charitable activities.

If the association is really tax-exempt, the form that the donation receipt takes plays no role. The association is under no obligation to issue a receipt. Donors are happy, however, if they are able to directly enclose a donation receipt with their tax return. It is important that the organisation, the name of the donor and the relevant amount are stated on the confirmation.

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I would like to found a Swiss association together with several persons who are residing abroad. May these persons be founding members and may they be elected to an office?

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Is it admissible for an association to consist of committee members only?

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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.

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My partner and I work in the therapeutic field. We would like to shift the focus of our services to people with disabilities. We want to set up an association for this purpose. I have read that only two people are needed for an association. Can my partner and I set up an association and provide therapy within the scope of the association?

Answer

An association must not operate for the purpose of generating a profit (Art. 60 ZGB). If the association is intended to enable its members to earn a living or a part thereof, it is by definition profit-driven. Associations are given preferential treatment with regard to taxes and liability. Any circumvention is therefore punishable by law. In your situation, a different legal form should be chosen, or the association should be organised differently.

However, associations are generally permitted to employ people to fulfil their non-profit objectives. Pursuant to Article 68 of the Swiss Civil Code, its members must recuse themselves from any transactions concerning themselves, their spouses and cohabiting partners and close relatives. This means that you, in your function as a representative of the association, cannot appoint yourself or your partner, nor can you hire yourselves.

However, you could formulate an idealistic or charitable objective in the purpose of the association (e.g. reduction of costs for affected people). This would allow you to recruit people who value the focus on people with disabilities and who are willing to take on responsibility as board members in the association. The Board of Directors could hire or commission you as a superior body on behalf of the association. You yourself could be represented on the Board in an advisory capacity.

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Three of our founding members have stepped down from the committee with the intention of establishing their own association. They claim that they can use the logo jointly developed at the time the association was founded for their new group. Do these founding members have the right, to simply "take" the name and logo of the existing association with them?

Answer

The association is an independent (legal) entity. This means that it can perform legal actions and own property, material assets, etc. Objects and funds do not belong to individuals, but rather the association as such. Founding members do not have any special rights in this regard.

The logo therefore unequivocally continues to belong to the original association. This is, of course, as long as nothing has been agreed to the contrary.

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How many founding members are required in order to establish an association? Can I form an association as an individual?

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Under Article 60 of the Swiss Civil Code (ZGB), associations are a "corporate group of persons". A single individual is therefore unable to establish an association; it is not possible to form an association with yourself. Two people is the absolute minimum number required.

However, we advise against establishing and running an association with just two people. There are repeatedly decisions to be taken, even at the foundation stage. In a stalemate situation, it is not possible for two people to pass resolutions. The term "association" itself also makes apparent that the body is a group and that it is not possible for a single person to establish an association.

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We want to hold a festival. Somebody has advised us that we should form a community of interest rather than an association. What actually are the differences between an association, a club and a community of interest?

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If a community of persons is duly established as an association (non-economic purpose, written articles of association, founding minutes, bodies), it is considered to be an association in a legal sense in accordance with Article 60 et sequitur of the Swiss Civil Code (ZGB). An association is not required to include the term "association" in its name. It is clear from the articles of association (usually in the first article) that it is an association. For example, associations refer to themselves as communities, societies, parties or organisations. Associations with various sections or sub-associations are usually refereed to as organisations.

"Community of interest", "club", and "organisation" are not legal terms. Communities of interest and clubs are, however, often organised as associations. It is also possible for them to take a different corporate form, for example that of an ordinary partnership. However, members of an ordinary partnership assume personal liability and groups that take this legal form are unable to open their own postal or bank account in their name.

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Does the association year always have to be the calendar year?

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Is it permitted for an association not to charge membership fees?

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The setting of a fixed fee amount in the articles of association is not advisable, as the articles of association will otherwise need to be updated each time the fee is amended.

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We published images on our website that we found via Google. We have now received a warning from lawyers in Germany. Do we have to take this seriously?

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On Swiss websites, suspected copyright breaches often occur through the unauthorised use of images. For this reason, many warnings are issued owing to the use of such images on Swiss websites, with this also being especially true from Germany, where an actual warning industry has become established. Typical traps that lead to warnings include "image theft" via Google or Wikipedia, the violation of license conditions for "free" or "license-free" images and the online publication of presentations or association magazines with images.

In the case of the images for which the warnings are issued, it is often questionable whether they are protected by copyright in Switzerland. The absence of protection in Switzerland does not mean, however, that it is not possible to receive warnings from Germany. In cases of doubt, a court must rule on the matter. In each individual case, it is therefore essential to carefully check how to respond correctly to such a warning.

Should you respond incorrectly, you may damage your own legal position. In (almost) every case, the wrong response is to simply dispose of such warnings as waste paper. Nor is it usually possible to settle such warnings by issuing an apology to the opposing lawyer. It also doesn't help to insult the opposing lawyer.

Recommendations from the lawyer Martin Steiger on the correct way to proceed upon receiving warnings

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When do resolutions of the general meeting come into force?

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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.

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Is it admissible for an association to consist of committee members only?

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Is it permissible to ask members to respond with their first name, surname, and signature when participating in a written vote?

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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.

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The logo therefore unequivocally continues to belong to the original association. This is, of course, as long as nothing has been agreed to the contrary.

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It goes without saying that images should be deleted upon the request of the people they show.

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Our articles of association state that the approval of two-thirds of members is required for the dissolution of the association. Is it enough if two-thirds of the members present at the general meeting approve the dissolution?

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As is stated in your articles of association, it is clear that all members of the association are meant and not just those in attendance. If an association is considering dissolution, it is often difficult to mobilise enough members and the high quorum can prove to be an almost insurmountable hurdle. The breach of the articles of association - as this would be if only the number of members in attendance was to be taken into account - could serve as a reason for someone to appeal the decision.

In order to handle the matter correctly from a legal perspective, the relevant article in the articles of association would have to be amended at the next (possibly extraordinary) general meeting. At a subsequent general meeting, the dissolution of the association can then be correctly decided on. Both meetings can be held successively. It is important that you communicate how you plan to proceed to members in good time so as not to provoke any surprises. The members should have time to consider the dissolution and the committee should be able to gauge what the mood is. After all, the general meeting is the most senior body of every association and only it can decide on the dissolution.

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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.

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When it is appropriate for a project to take on the form of a profit-oriented association rather than a GmbH (limited company) or an AG (public company)?

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Under Swiss law (Article 60 ff. of the Swiss Civil Code [ZGB]), associations are not allowed to pursue an economic purpose. The purpose of the association is the pursuit of idealistic, non-economic purposes and may not provide its members with any economic advantages.

An economic purpose is deemed to exist if members are to be provided with an economic, financial advantage via the association's activities, for example through the payment of wages or the distribution of profits. The decisive factor here is not the articles of association and other association regulations, but rather the association's actual activities. However, it is absolutely allowed for an association to be economically active with respect to the funds it requires for the fulfilment of its idealistic purpose. It is allowed to employ people and conduct business in a commercial manner. In the latter case, it must be entered in the commercial register. Otherwise, an entry is voluntary.

Associations that already seek to pursue an illicit economic purpose at the foundation stage cannot be legally founded. Associations that go on to pursue an illicit purpose or engage in an illicit mixture of purposes at a later stage face the threat of liquidation or, in a liability case, the revocation of their legal form as an association.

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We recently formed a leisure association. The articles of association for the new association are already in place. Where exactly does a charitable association have to be registered?

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Generally speaking, associations are not subject to a registration obligation in Switzerland. An association becomes legitimate as soon as written articles of association and founding minutes are available.

Some cantons require associations to register with the tax authorities (regardless of whether they need to pay taxes or fall below the applicable exemption limit). At present, these are the cantons of Bern and Lucerne. Information about this can be found on the website of the cantonal tax authorities.

Associations can be entered in the respective canton's commercial register on a voluntary basis. An entry is mandatory if an association conducts business activities in a commercial manner in order to fulfil its purpose and if it is subject to auditing. In order to make its offering known to potential users, it should, of course, inform the municipalities and specialist bodies in its catchment area accordingly.

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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.

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In our committee, a dispute has arisen in connection with the question of how old the association is. The association was founded 19 years ago. Five years ago, it was renamed, the purpose was altered slightly and the entire committee was replaced. The current chairperson claims that the association is only five years old rather than 19. Which age is correct?

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The name of an association is part of the articles of association and in most cases is mentioned in the first article along with the purpose. The articles of association can be amended, meaning this is also the case for an association's name and purpose. This matter is addressed by law, however, in Article 74 of the Swiss Civil Code (ZGB): "No member may be forced against his or her will to accept a change in the objects of the association". If the purpose is changed (and not merely adjusted), a member is therefore allowed to immediately leave the association. However, the association continues to exist.

An indication that your association has existed since its foundation is the fact that the association was never dissolved. Conclusion: you can celebrate your association's 20th anniversary next year.

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What needs to be taken into account if an association wishes to amend its articles of association?

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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.

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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?

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As of when does an association membership enter into effect? Upon the application being submitted? When the membership fee has been paid? After the committee has granted its approval?

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The admission of members is normally governed under the articles of association. Should this not be the case, responsibility for the admission of members lies with the general meeting. The admission of new members is thus to be included in the agenda of the general meeting and submitted to a vote.

It is, however, also permitted to have the committee decide on the admission of members. If the association wants to transfer the relevant authority to the committee, it needs to govern this issue in its articles of association.

Membership generally enters into effect from the moment the member is admitted by the general meeting or the committee.

In the association's articles of association or regulations, however, further details can be formulated, for example that the membership only takes effect following the payment of the membership fee or that it commences or ends with the school or calendar year.

It is important for any association that it is clear at all times who is a member.

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An association member who has been awarded an honorary membership would like to leave the association as they have other interests. Upon handing over her position, my predecessor told me that an honorary member cannot leave the association. Is this true?

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A member can always leave an association, irrespective of the type of membership. The right to withdraw from the association is mandatory and is a personal right. Under Article 70(2) of the Swiss Civil Code (ZGB), the notice period is half a year. This period can be shortened in the articles of association, but cannot be extended. No reasons have to be provided for leaving the association in compliance with the notice period. You therefore have to or may let your honorary member leave without issue.

The opinion of your predecessor is probably based on the fact that in granting an honorary membership the desired intention is to provide recognition for life.

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In our association, trainees and students do not pay a membership fee. Are they still entitled to vote?

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As all members have the right to equal treatment, members who are exempted from the payment of a membership fee also have full voting and electoral rights. In fact, equal treatment would also apply to the membership fee. It is, however, possible to govern objectively justified differences in the articles of association.

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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?

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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.

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German-language articles of association that include the term "Generalversammlung" are not invalid for this reason, however.

Question

Our association includes various member categories (individuals, families, associations, companies). What is the situation now with respect to the number of votes? Generally speaking, does each category have a single vote?

Answer

Provided they do not contradict the relevant legal provisions, the association's articles of association are the decisive factor here. The Swiss Civil Code (ZGB) governs a few details under Article 67:
1. All members have equal voting rights at the general meeting. Deviations from this principle must be recorded in the articles of association.
2. Resolutions require a majority of the votes of the members present.

Generally speaking, natural persons and legal entities (e.g. associations) are each entitled to a single vote, i.e. each member can cast one vote. The articles of association may require the representation of a specially designated individual (principle of delegation).

Benefactors do not normally have any voting rights. With respect to families, the question is whether the family as a whole has entered into a single membership or whether it pays a reduced membership fee that is higher than that charged for a single membership. In the first case, only one family member is entitled to vote, while in the second case all present adult members can vote. Ideally, the relevant regulations should be laid down in the articles of association. Example: a family pays the same membership fee as an individual member or a family pays more (e.g. twice the amount). In both cases, all family members are full members of the association and can make use of its services.

Question

Are employees of an association automatically deemed to be members of the association?

Answer

As, generally speaking, the individuals concerned are required to provide their consent in order to join an association, it is not possible for association employees to be automatically admitted.

All of the members of an association have the same rights and obligations. If employees are also association members, they have the same voting and electoral rights as the other members and are required to pay the defined annual fee (unless the articles of association state something to the contrary). If employees account for a majority of the members within an association with a low member count, this can be problematic, as the general meeting is deemed to be the associations' most senior body. In this case, the employees could ultimately make decisions regarding the association, which is also their employer.

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

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.

FAQ

Communication

Authorisation for a street campaign on public land?

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Photos on Facebook?

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Is our project suitable for crowdfunding?

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Distribution of the minutes of the general meeting?

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Invitation to the general meeting via e-mail?

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Do parallel minutes have to be taken?

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What should be included in the annual report?

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Executive Committee

King/queen or a collegial body?

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General meeting online?

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Persons with residence in a foreign country as founding and/or committee members?

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Written vote instead of a general meeting?

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Stepping back from stepping down?

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Voting out of a committee member?

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Holding several offices at the same time?

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Recording of working hours for the committee?

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Taking stock: Are we still necessary?

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Delegation for an award ceremony?

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Do committee members have a right to compensation?

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Guests at the general meeting?

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Invitation to the general meeting via e-mail?

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Decision on attendance fees?

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Membership fees for the committee?

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Does the chairperson first have to be elected as a committee member?

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Audit report?

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Do parallel minutes have to be taken?

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Passive committee member?

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