Organisation / Functions

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.

Similar to the Federal Council, the principle of collegiality applies to the association’s committee, too. It refers to the collective responsibility of committee members to work towards the interests of the association and to support each other. It consists of collegial and loyal interaction among the members of the committee and respect for the contribution of each committee member, as well as necessary factual criticism and the thorough discussion of subject matters. When communicating the resolutions of the committee, the individual committee members should support majority decisions loyally, even if they voted against those decisions. The principle of collegiality is a prerequisite for joint efforts and shared responsibility of the association.

Advisory members are members of the committee who do not have a special responsibility. However, that does not mean they should not take on any duties.

The office of chairperson may also be occupied by two persons. It is important to have a clear definition of the areas of responsibility in the team of two, i.e. an agreement on who is responsible for what. Co-chairing makes sense if no one is willing to take over the office of chairperson alone. For externals, it must be clear who the contact person for a certain topic is.

The responsibilities that are distributed to different members of the committee, such as chairperson, secretariat (administration, minutes), treasury, finances, public relations/advertising, human resources, commercial operations, membership contacts, projects, events and others, are called functions. The law does not prescribe any functions, they can be chosen freely. The committee members responsible for a certain function report to the committee as a whole, which bears the overall responsibility. The duties and responsibilities of the different functions are specified in a regulation (executive committee regulations). It makes sense to allocate functions according to the member’s professional knowledge and experience.

The tasks, competencies and duties of a committee function or of employees are set up in the functional specifications.

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.

If an association has several employees, it makes sense to set up a human resources position as part of the committee. This position is responsible for personnel issues and the management of any commercial business. In principle, the entire committee must approve higher-level HR issues, even if there is an operational management. Such issues are the personnel budget and requirement profiles, payroll and promotion regulations, qualification measures, vacation and further training regulations, hierarchies, employee appraisals, personnel administration including social security. Within this framework, the operational management can fulfil its management duties towards the remaining employees.

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.

Public opinion is very important for associations. Through public relations activities, they build contacts and cultivate relationships with their environment and their members. The annual report, a regular column in the local newspaper and events are suitable means of public relations. It is important to consider which information and which details about the everyday life of the association shall be provided to which target group and what impact on these target persons shall be created. Any contact to the outside world, both personally and through the media, shapes the image of the organisation. Many associations have a separate function within the committee that is responsible for public relations.

The committee member who keeps the minutes is called secretary. The department that keeps the minutes can also be called administration or secretarial office and may be responsible for other tasks such as archive management or membership administration.

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.

The articles of association may provide that the committee is not elected by the general meeting, but by another body, for instance by the committee itself. If the committee appoints new committee members, this is called co-option.

If the articles of association state that “the committee constitutes itself”, the committee itself is responsible for the internal distribution of tasks and responsibilities. If the general meeting elects only a chairperson and the other members of the committee are not elected into specific positions, all functions and tasks, except for the chair, may be distributed by the committee itself. If the articles of association provide for the election of members of the committee into a specific office, the committee does not constitute itself.

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.

The committee is elected by the general meeting, either in an election of the entire committee as a group or of each committee member individually. Some articles of association stipulate that the chairperson be elected by the meeting individually and the remainder of the committee as a group. In this case, the executive committee constitutes itself with the exception of the chairperson, i.e. it distributes the responsibilities internally (constitution of the committee). Depending on the articles of association, persons that are not members of the association may be elected to the committee or be represented based on subsidy regulations of the public sector, for instance, if a nursery receives subsidies from the municipality and a representative of the municipality is delegated to the committee (one seat ex officio).

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

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.

Checklists are useful tools for repetitive processes and activities such as the planning and organisation of the annual meeting, the annual report or other meetings. Once created, they can be used and adapted repeatedly.

Committee decisions can be taken at a meeting or in the form of a circular resolution, in which all committee members express approval or rejection with their signature. Nowadays, where e-mail is more common than letters, the signature is replaced by an affirmative or negative sentence or by ticking the corresponding box. If a committee member requests an oral discussion, this must be granted. Circular resolutions are only valid if permitted by the articles of association.

Collaboration means doing things together: completing, achieving, accomplishing something. Every collaboration is defined by three "factors": the individuals ("I"), the group ("we") and the topic being worked on. In a good collaboration all three factors are considered, with none being given short shrift.

Committee meetings are held to take decisions concerning the management of the association. They should take place regularly and as often as necessary. They are convened and conducted by the chairperson. As a rule, there should be a list of agenda items and it should be clear which topics will be discussed and which decisions are to be made. A record shall be prepared of the resolutions that have been passed. Persons that are not committee members may participate in committee meetings, too, e.g. the executive manager or the secretary. They have no voting rights and are not allowed to participate in any decisions, however, they may participate in the discussion in an advisory capacity.

Consensus means agreement on a proposal or solution, with no tacit or overt disagreement. Thus, there are no losers. However, it is easier to reach consensus on uncontroversial topics. Complex, controversial topics require long discussions and therefore often take up a lot of time.

With a consent decision, a proposal is deemed to be accepted if there are no major or justified objections: Not "Yes, I agree!" but rather "I have no major, justified objection against it." Rather than the highest level of active consent, there is a minimum of concern. In other words, decisions are deemed "good enough" so they can be carried out quickly.

As a rule, the executive committee decides with a simple majority of the committee members present. For very important decisions, the committee members can apply the principle of consensus (unanimity). The committee regulations or the articles of association can stipulate what to do in the case of a tie or in case not all committee members are present. As a rule, the chairperson has the casting vote in the case of a tie.

This term refers to the distribution of responsibilities between the general meeting and the committee as well as between the committee and the administrative office or commercial business. It is important to describe tasks and responsibilities as well as decision-making powers for the different functions within the committee, too. Such a description should specify activities and define the authorisation to spend funds up to a certain amount as well as the obligation to inform the committee (reporting). The definition of powers and responsibilities can be part of the regulations. The responsibility for the activities of individual functions always lies with the entire committee as well.

To delegate a task means to entrust that task to another person or group. For instance, the committee may delegate tasks to working groups, to individual members of the association or to an administrative office. Together with the tasks, the corresponding powers (competencies) and the responsibility for them shall be delegated, even if the overall or ultimate responsibility remains with the committee.

In the context of associations, digital cooperation refers to the cooperation within the executive committee as well as to interactions with members or between them. Digital media facilitate the exchange of media content and offer the possibility to digitally create media content individually or together with other users. Digital collaboration includes joint data storage and processing (e.g. Dropbox, Google docs, etc.), communication channels such as WhatsApp, Slack, social media platforms and planning tools such as Trello and Doodle. With a survey tool such as Findmind or Surveymonkey, member’s needs and ideas can be surveyed at any time; the interactive Mentimeter presentation software is suitable for live surveys at the general meeting.

Where several individuals join together to pursue a common goal, it is useful to clarify responsibilities and competencies. This object can be accomplished by means of a functional description, the rules of distribution of responsibilities or by functional specifications. These documents specify the name of each function, to which body or area it belongs, what the duties, competences and responsibilities of the person entrusted with this function are and to whom he/she has to report on their work, i.e. who is the supervisor. A function diagram lists all functions available in the organisation.

The tasks, competencies and duties of a committee function or of employees are set up in the functional specifications.

The get it done session is a meeting format in which people meet in order to complete tasks together. Prior to the get it done session, the tasks are gathered and the time frame is defined. The potential tasks for a get it done session with management include preparing a budget, sending a mailing, cleaning up an archive, planning a social media campaign, etc. A get it done session can take place online or in person and lasts two hours or longer.

Kanban is a simple (Japanese) planning method that makes it easier to complete work and collaborate. Kanban makes the individual steps and tasks clear and helps to avoid misunderstandings and ensures that no tasks are "forgotten". With kanban, teams work with a shared analogue or digital board on which each task is recorded with a Post-it note, which is then moved either to the left (to do) or right (done) as the work proceeds.

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.

The organisation chart shows who works in which position/function for the association. It graphically displays the ranks of the different positions, to which area they belong and the relationship among the organisational units.

The committee is responsible for the management of the association. To accomplish the association’s tasks, a suitable structure and organisation of the management is necessary. In many cases, if the workload of the committee is unmanageable and if their financial situation allows it, associations set up a secretariat or an administrative office. Large associations create sub-units with different degrees of competence. There are associations with sections at the local and/or cantonal level and an umbrella organisation at the federal level.

The pending items list helps the executive committee to manage its matters on a day-to-day basis. It contains a list of what to do, who should do it, when to do it, and who to report to after completion of the task (what, who, by when, report to whom).

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).

The executive committee may issue regulations for its executive management or for the administrative office and amend these if necessary. The regulations must not contradict the articles of association.

Within organisations, responsibilities are designated to different bodies or people. Responsibilities are either explicitly defined by a competent authority or the mandate results from the job description, the definition of powers and responsibilities, departmental processes, committee regulations or any other organisational basis. The clear definition of responsibilities is an important task of the management. A lack of clearly defined responsibilities leads to poor results and, in many cases, causes conflicts. A mandate is a contract type under the Code of Obligations (CO).

The retrospective is a meeting format in which a brief review of a (sub)project is carried out following its completion. It focuses on a discussion of how the (sub)project went and what needs to be changed for the next one. A retrospective can be conducted online or in person. It lasts at least one hour.

It is very helpful to have a clear definition of who is responsible for what, in other words, if there are clear rules of competences. This applies not only to the distribution of tasks between the different functions within the committee, but also between the committee and the administrative office, the secretariat or the operation. Clear competency rules help to prevent conflicts.

In the rules of procedure, the committee sets up rules that define its tasks and competences as well as the responsibilities of the entire committee, its different functions and its individual members. Depending on what is stipulated in the articles of association, the rules of procedure may also be issued by the general meeting.

The executive committee may adopt rules of procedure or business regulations for the organisation of its activities. These regulate and facilitate cooperation. Rules of procedure or regulations can be drawn up for all committees or executive bodies of an association.

The term social media refers to digital media and technologies that enable users to share media content and to create media content individually or together with other users. The most popular social media platform at the moment is Facebook. Social media also include services like Google+, Twitter, Dropbox, Flickr, Instagram, Doodle, WhatsApp.

Committee members often work a lot and they do not receive any remuneration. It is therefore important to promote not only member relations, but also relations with the committee. Good discipline in meetings and the appreciation of the honorary committee work can be helpful and motivating.

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

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. 

Anyone who is affected by the outcome of a resolution from the general meeting or from the committee may not participate in the resolution but must recuse himself/herself. The same applies if relatives, such as spouses, parents, children, grandparents or grandchildren, are affected.

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.

Consensus means agreement on a proposal or solution, with no tacit or overt disagreement. Thus, there are no losers. However, it is easier to reach consensus on uncontroversial topics. Complex, controversial topics require long discussions and therefore often take up a lot of time.

With a consent decision, a proposal is deemed to be accepted if there are no major or justified objections: Not "Yes, I agree!" but rather "I have no major, justified objection against it." Rather than the highest level of active consent, there is a minimum of concern. In other words, decisions are deemed "good enough" so they can be carried out quickly.

Some articles of association stipulate that a certain minimum of members must be present for the general meeting to pass valid resolutions. The committee can also define a minimum number of members present and thus its quorum. If there are not enough members present, in many cases the only option is to break off and postpone the meeting.

Accountability means taking responsibility and standing up for what you do or do not do, and the way you do it. To a specific extent, responsibility for certain tasks can be delegated to someone else.

The committee obtains an overview of the next year and plans which activities shall take place and when they shall take place, which activities shall take place on a regular basis and which new activities shall be added. The annual plan can also include the dates for the committee meetings and indicate the main topics to be discussed. As a rule, the general meeting is at the centre of the annual planning. At the general meeting, the annual accounts, the audit results and the annual report as well as the budget and the association’s activities in the coming year are discussed.

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

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.

The committee is the executive body of the association and manages the association’s business on behalf of the general meeting. As the executive body of the association, it develops and implements the strategic objectives of the association. It is responsible for fulfilling the purpose of the association, for setting objectives and controlling them, for organising tasks and/or the operation, for the procurement and use of funds (finances) and for the preparation of the annual report including the profit and loss accounts for the attention of the general meeting. An association may also entrust an administrative office or secretariat with the management. In this case, the committee is responsible for their supervision. The executive committee is elected by the general meeting and is accountable to it (annual report). Its duties and powers are defined by law, the articles of association and resolutions taken by the general meeting. The law does neither prescribe a minimum number of committee members nor certain offices. The articles of association, on the other hand, may stipulate a minimum or maximum number or define offices and functions.

The committee is the executive body of an association. It is entrusted with the association’s management and/or the management of its commercial activities. It is responsible for managing the association in accordance with its purpose, to use the funds wisely and to make sure that an appropriate organisation is in place. It also performs personnel management duties. Where the association is engaged in commercial activities or has an administrative office, the management task is limited to the development and monitoring of strategic guidelines for all matters and to the direct supervision of the executive management.

As a rule, the articles of association contain provisions stating the responsibilities of the committee. The committee can make rules of procedure or issue regulations. These regulations must be in accordance with the articles of association. They describe the division of responsibilities and the assignment of competences and explain who is responsible for what. They define the financial competence, for instance, and determine who can sign contracts and who can withdraw what amount from the association’s accounts. When entered in the commercial register, these regulations also take effect externally.

The committee is accountable to the general meeting for the previous year. With the programme of activities, it presents its plans for the following year and shows how it intends to use the association’s funds. The program of activities can also serve as a basis for the re-election of the committee.

In general meetings or committee meetings, occasionally subject matters are discussed which do not have to be approved by members. It is sufficient if members are informed about such matters. Any subsequent discussions or decisions (voting) will take place in later meetings. Example: Depending on the articles of association, the general assembly takes note of the budget or approves the budget.

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.

Permanent or temporary work groups or commissions are appointed for individual activities or topics. They may include committee members, members of the association, professionals or other persons. They act on behalf of the committee on a specific topic and they report to the committee about the results.

Those who are authorised to sign can sign legally binding documents for the association: financial transactions, rental and employment contracts, commercial register entry, official acts, etc. Correspondence without legal effect can also be signed by other persons: information, correspondence, invitations etc. The authority to sign must be regulated in principle in the articles of association. It is recommendable that the permission be for joint signatures (collective signature). If according to the articles of association, the committee is allowed to regulate the authority to sign itself, it has to provide the bank or the postal office with the minutes indicating the persons authorised to sign. If an association is registered with the commercial register, the authorised signatories are listed by name. In order to simplify transactions, it is possible to grant powers of attorney to specific persons. The responsibility remains with the authorised signatory.

The articles of association and, if applicable, the commercial register entry indicate the authorised signatories among committee members. In addition, the rules of operation shall specify who has the authority to spend and commit what amount of funds within a certain period. The limitation of the spending authority, for instance by joint signatures or board decisions, ensures that only authorised withdrawals can be made from the association’s account.

As a rule, the articles of association contain provisions stating the responsibilities of the committee. The committee can make rules of procedure or issue regulations. These regulations must be in accordance with the articles of association. They describe the division of responsibilities and the assignment of competences and explain who is responsible for what. They define the financial competence, for instance, and determine who can sign contracts and who can withdraw what amount from the association’s accounts. When entered in the commercial register, these regulations also take effect externally.

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.

A power of attorney is an authorisation to act on another person’s behalf. However, the authorising person is responsible for and bound by the authorised person’s actions. The power of attorney may be granted verbally or in writing. It may either be limited to one business transaction only or it may be comprehensive.

The signatory rules (authority to sign, definition of powers and responsibilities) determine who is responsible for what kind of the association’s affairs, who may make financial commitments to what amount and who may withdraw money from the postal or bank account. In general, each committee member is entitled to act for the association and to make commitments on its behalf. The signatory rules will only take effect with the entry in the commercial register. The Commercial Register Ordinance requires the designation of the names of the persons authorised to sign and the indication as to whether individual or joint signatures are required.