Member categories

An association may provide for different membership categories in its articles of association. The names of the individual categories are not uniform and must be explained in the articles of association. An association may also provide for one type of membership only. In many associations, active members actively participate in the association’s events and tasks and pay the full membership fee. In other cases, they may be exempt from contributions precisely because they actively participate, for example, in a cultural association. Passive members do not or do no longer use the association’s facilities. At most, they pay a reduced membership fee. If they are also excluded from voting rights, they are not members in the legal sense of the word, but rather persons close to the association. Certain members may be exempt from paying membership fees, for instance, because they are working hard or have done a lot for the association. Sponsors usually pay more than the stipulated membership fee. Honorary members are fully or partially exempt from the obligation to pay contributions. Collective members are several persons (a family, for instance) or a legal person who pay a special contribution and are usually represented at the general meeting by one vote. The articles of association may stipulate different fees and rights of use for each member category. The respective articles of association may define their own categories or provide for other regulations than those mentioned here. Since, in principle, all members have the same rights and obligations, a derogation from this principle must be regulated in the articles of association.

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.

Associations may stipulate reduced contributions for families in their articles of association and determine that each family shall have a certain number of votes.

An association may provide for different membership categories in its articles of association. The names of the individual categories are not uniform and must be explained in the articles of association. An association may also provide for one type of membership only. In many associations, active members actively participate in the association’s events and tasks and pay the full membership fee. In other cases, they may be exempt from contributions precisely because they actively participate, for example, in a cultural association. Passive members do not or do no longer use the association’s facilities. At most, they pay a reduced membership fee. If they are also excluded from voting rights, they are not members in the legal sense of the word, but rather persons close to the association. Certain members may be exempt from paying membership fees, for instance, because they are working hard or have done a lot for the association. Sponsors usually pay more than the stipulated membership fee. Honorary members are fully or partially exempt from the obligation to pay contributions. Collective members are several persons (a family, for instance) or a legal person who pay a special contribution and are usually represented at the general meeting by one vote. The articles of association may stipulate different fees and rights of use for each member category. The respective articles of association may define their own categories or provide for other regulations than those mentioned here. Since, in principle, all members have the same rights and obligations, a derogation from this principle must be regulated in the articles of association.

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.

Individual member categories may be exempt from contribution payments where this is provided for in the articles of association. For instance, committee members and honorary members may be exempt from contribution payments.

Members may be exempted from paying membership fees, for instance, because they are contributing or have contributed a lot to the association or because it is an honour for the association to have a certain person as a member.

Honorary membership is awarded to individuals who have made an outstanding contribution to the association. It is usually associated with an exemption from membership contributions.

Question

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?

Answer

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.

Honours are part of an association’s tradition. People are honoured in different ways for their loyal membership or for their particular dedication and achievements. Some associations explicitly have honorary memberships.

An association may provide for different membership categories in its articles of association. The names of the individual categories are not uniform and must be explained in the articles of association. An association may also provide for one type of membership only. In many associations, active members actively participate in the association’s events and tasks and pay the full membership fee. In other cases, they may be exempt from contributions precisely because they actively participate, for example, in a cultural association. Passive members do not or do no longer use the association’s facilities. At most, they pay a reduced membership fee. If they are also excluded from voting rights, they are not members in the legal sense of the word, but rather persons close to the association. Certain members may be exempt from paying membership fees, for instance, because they are working hard or have done a lot for the association. Sponsors usually pay more than the stipulated membership fee. Honorary members are fully or partially exempt from the obligation to pay contributions. Collective members are several persons (a family, for instance) or a legal person who pay a special contribution and are usually represented at the general meeting by one vote. The articles of association may stipulate different fees and rights of use for each member category. The respective articles of association may define their own categories or provide for other regulations than those mentioned here. Since, in principle, all members have the same rights and obligations, a derogation from this principle must be regulated in the articles of association.

The association as a legal entity can act as a party in litigation. It may act as plaintiff or defendant.

An association that has been founded in a formally correct way is capable to sue and be sued, i.e. it can assert its rights in a lawsuit.

A legal person is an independent legal entity, a corporation. It can establish rights and duties like a natural person and it acts through its bodies. If an association has been set up properly with a foundation meeting and articles of association, it becomes a legal entity and acts through its bodies, i.e. the general meeting and the committee.

The association acquires legal personality with its lawful foundation, i.e. as soon as the founding members have held the foundation meeting and approved the written articles of association. From that moment, the association is a legal person and can establish rights and obligations. It has legal capacity to act as soon as its governing bodies are appointed. The legal capacity of the association ends with the association’s complete liquidation.

Question

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

Answer

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.

Individual member categories may be exempt from contribution payments where this is provided for in the articles of association. For instance, committee members and honorary members may be exempt from contribution payments.

Members may be exempted from paying membership fees, for instance, because they are contributing or have contributed a lot to the association or because it is an honour for the association to have a certain person as a member.

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

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.

Membership fees are used to cover an association’s expenses. They form part of the association’s finances. If membership fees are charged, the articles of association must include a respective provision. The amount of the membership fee may be determined by the general meeting. In other cases, the articles of association only mention a maximum amount and the committee is authorised to set the effective amount as needed. This procedure is especially popular with large associations.

Question

Should the annual/membership fee be included in the agenda items of the general meeting even if it is to remain the same?

Answer

The amount of the membership fee is generally determined by the general meeting. If the exact amount is defined in the articles of association, an increase or reduction can only be implemented by means of an amendment to the articles of association. In such cases, the item of business only has to be added to the agenda items upon a corresponding motion being put forward by the committee or a member.

If the fee amount is not specified in the articles of association, its definition is part of the ordinary business of the general meeting. In such cases, it is advisable to include the "membership fee" agenda item each year. The committee can then, for example, propose that the current fee is maintained. The members can, however, put forward countermotions.

Question

Our 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".

Where the articles of association provide for the payment of contributions, which is usually the case, members are obliged to pay them. Without a respective provision in the articles of association, no membership contributions may be charged.

Question

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

Answer

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.

Persons or organisations for which the association’s purpose is very important can become sponsors by contributing more than the regular membership fees or by donating money on a regular basis.

Question

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?

Answer

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.

The ballot vote does not take place in the general meeting, but the members vote in writing. The ballot is only used for particularly important issues and is only allowed if it is provided for in the articles of association. The majority vote decides. On the other hand, the written ballot in accordance with the Civil Code (CC), Article 66 (2), is somewhat different: Here the consent of all members, i.e. unanimity, is required for a valid decision. In this case, too, the written consent can replace a resolution of the general meeting.

A consultative vote clarifies whether or not a particular project should be further pursued. It is not legally binding and cannot be challenged.

If the articles of association provide for electronic voting and all members have access to the required technical equipment, decisions can also be made in this way.

All members shall be treated equally, unless the articles of association provide for different treatment (member categories).

In general, the principle of equality applies: There is one vote per person or member. Deviations are possible, however. If a casting vote is allowed, the chairperson has two votes. Other deviations must be well founded and provided for in the articles of association, for instance, two votes per family.

In general, a distinction is made in polls or elections between an absolute, relative (or simple) and qualified majority. However, the terms are not used consistently. The articles of association determine what type of majority should apply and what the basis for its calculation is. In the absence of a corresponding provision in the articles of association, an absolute majority, i.e. the majority of the votes present (for example, 21 votes if 40 members are eligible to vote) is required. In this case, all votes must be counted, including invalid votes and abstentions. An absolute majority can also be calculated based on the valid votes cast. In the case of a relative (or simple) majority, a motion is adopted if the number of votes in favour exceeds the number of votes against the motion; abstentions are not counted. A qualified majority, on the other hand, is provided for particularly important matters (such as changes to the articles of association) and requires more weighty approval than just the majority, e.g. two thirds or three quarters of valid votes. The articles of association may also determine that very important votes or circular resolutions shall be passed unanimously. Here, too, it should be determined whether unanimity refers to the members present or to all members (universal meeting). The articles of association should also regulate what to do in the event of tied votes. In most cases, the chairperson shall cast the deciding vote. If this is not the case, the motion is rejected because it has not achieved a majority.

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.

The person-related nature of associations includes, among other things, the right to one vote per person: All members have the same voting rights. However, different regulations in the articles of association are permitted.

Question

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

Answer

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.

In the context of organisations, the term representation generally means legally binding action for a third party. Any member of an association may be represented by a proxy in the general meeting if that is provided for by the articles of association. The committee may issue a deputising regulation for the members of the committee. However, the general rule is that only those who are present have the right to vote at meetings. When assigning tasks to the committee members, it is important to think of deputies for all functions, so that the committee can fully perform its duties even in the case of long absences of individual colleagues. The committee acts as executive body for the association. Its actions are legally binding for the association. The committee is responsible for the management of the association. It may delegate the management function to the administrative office, for example. In this case, the administrative office acts for the association on behalf of and instead of the committee. The administrative office’s actions, like those of the committee, are legally binding for the association, i.e. the administrative office is responsible. Each committee member is entitled to represent the association externally and to enter into commitments that are binding for the association. If an association wants to prevent this, it must have itself registered in the commercial register and have the right of representation be specified there.

The right to vote is an important right held by members of an association. The election of committee members allows all members to have some influence on the management of the association. The term active suffrage refers to the right to participate in elections by voting. The term passive suffrage refers to the right of a person to establish him/herself as a candidate and to be elected (eligibility).

In the case of tied votes, the chairperson shall cast the deciding vote. This rule applies only if it is provided for in the articles of association or if it corresponds to the customary rights of the association.

Participation in voting is a fundamental right held by members of an association. To be able to exercise this right, members shall be invited to the general meeting in due time. Subject matters are settled by votes in the general meeting. The voting method can be by secret ballot or by open ballot (by raising the hand) of the members present. It is also possible to have a statutory regulation that allows certain members, for example, those who live abroad or have limited mobility, to cast their vote in writing or be represented by someone at a general meeting.

For special issues, a secret ballot can be held in the general meeting. Either this approach is provided for in the articles of association or it can be requested in a procedural motion. In this case, the majority is not determined by raising the hand, which is visible to everybody, but secretly with anonymous ballots.

All members present at a meeting are entitled to vote (unless the articles of association allow only limited or no voting rights for individual member categories). They are allowed to cast their vote regarding the affairs of the association, to vote yes or no or to abstain. The right to vote is an important right held by members of an association. It allows each individual member to influence the destiny of the association. Only if a member or a person close to him in ascending or descending line (grandparents, parents or children, grandchildren) is directly affected by a decision, he/she may not vote and must recuse him/herself.