Rights & obligations

The list specifying the individual topics to be dealt with at a meeting or assembly is called agenda.

The topics which will be treated at a meeting or assembly are called agenda items.

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.

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.

In a meeting, there may be several motions at different levels on the same topic. The chair of the meeting must arrange the votes on individual motions in the right order. In the vote, one motion is compared to another, and the one which gets the most votes is then compared to the next. Principally, motions that deal with details should be voted on first, main motions are voted on last. The decisions on motions that deal with details are contingency decisions because they depend on the acceptance or rejection of the main motion.

For each main motion, a counter motion may be submitted. Example: A new locality is to be rented (main motion). A counter motion proposes that a property be bought. Both motions are voted on one after the other. The motion that brings together the majority of the votes shall be adopted.

A debate (French débattre: to beat down) is a kind of disputation that, unlike the discussion, follows formal rules and usually is used in preparation for a vote. Debates are a significant element of democracy in associations and they usually take place during general meetings about the agenda items. When conducting a debate, it is important to facilitate lively discussions and not to restrict the members’ freedom to state their positions, yet to respect the time frame for each topic. Active participation by the members expresses a vivid commitment to the association.

At the general meeting, the topics that will be voted on should be openly discussed by the members. Each member has the right to participate in the discussion (debate, participation rights).

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

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.

In the general meeting, motions from the executive committee as well as motions from members are treated. The main motion deals with the main point of a topic, e.g. new premises shall be rented at another location. The counter motion might say that a larger room should be rented. An amendment motion on the main motion would be the request to renovate the existing premises. Counter or amendment motions may be submitted on all motions during the general meeting.

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.

The committee or individual committee members may submit agenda items to the general meeting. The motions of the committee should be sent together with the agenda and the invitation to the general meeting to allow members to prepare for the meeting and put forward their own motions on submitted agenda items. All members have the right to submit motions to the general meeting. A motion either proposes a specific topic for consideration or requires a vote on a particular issue. The articles of association regulate the submission deadline, i.e. they specify a deadline by which the agenda item must be submitted. The right to submit a motion is an important right held by members of an association. A distinction is made between motions that relate to the content of the agenda items (subject motions) or motions that relate to the procedural organisation of the meeting (procedural motions). Counter or amendment motions may be submitted on all motions and agenda items during the general meeting.

Points of order relate to the proceedings of a meeting: changing the order of agenda items, secret ballots, restricting speaking time, aborting a discussion, rejecting business, returning to previously discussed business, postponing or aborting meetings, etc. Points of order made be submitted at any time and are voted upon immediately.

The general meeting must be announced in due time to allow members to attend and prepare for the meeting. The items to be discussed (agenda items) are to be clearly defined to allow members to form an idea about the scope of the topic and decide whether they want to take part in the meeting or not. If a member is excluded from the association, the name of the member concerned must be stated; however, in the case of elections it is not necessary to list the names of the candidates in advance. New candidates may be proposed even during the meeting.

If there are numerous and lengthy interventions at the general meeting, it can be useful to limit the maximum time per speaker. A speaking time restriction may also be required by the participants of a meeting in a procedural motion. The meeting must vote on this motion.

A subject motion relates to the content of an agenda item, in contrast to a procedural motion that relates to the procedure of a meeting.

The articles of association specify a deadline by which members can submit agenda items to the 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.

Members have a loyalty obligation to the association. They violate the duty of loyalty if they damage the interests of the association. This may lead to the exclusion from the association.

Upon entry into the association, members accept the articles of association and commit themselves to protect the interests of the association (loyalty) and to pay membership fees (liability to pay contributions). The articles of association may provide for further obligations, such as the obligation to accept an office or to attend the general meetings. In case of a breach of membership obligations, sanctions, i.e. penalties may be imposed if provided for in the articles of association.

The members of an association have rights and obligations that may be enforced in court. Members have the right that decisions be taken correctly; they have the right to challenge resolutions that violate the law or the articles of association. The obligation of members to pay the membership fee can be enforced in court by the association.

The articles of association may provide for sanctions (penalties) for members who violate the interests of the association or its regulations.

Members form the basis and thus the foundation and the support of any association – they are not just a “necessary evil”. Therefore it is important to respect member rights and to take into account the members’ interests.

A debate (French débattre: to beat down) is a kind of disputation that, unlike the discussion, follows formal rules and usually is used in preparation for a vote. Debates are a significant element of democracy in associations and they usually take place during general meetings about the agenda items. When conducting a debate, it is important to facilitate lively discussions and not to restrict the members’ freedom to state their positions, yet to respect the time frame for each topic. Active participation by the members expresses a vivid commitment to the association.

At the general meeting, the topics that will be voted on should be openly discussed by the members. Each member has the right to participate in the discussion (debate, participation rights).

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

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.

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.

Membership cards are issued primarily by professional associations or by associations that offer reduced services or rights of use for their members.

Members have the right to attend the general meeting and to participate in voting and elections as well as the corresponding discussions. In addition, they have the right to request an extraordinary general meeting together with a minimum number of other members. Members may have special rights of use, such as the right to reduced or free benefits from the association’s services offered. The right to leave the association is an important right held by members of an association. This right applies in particular if the association changes its purpose.

For associations, which have an intrinsically democratic structure, participation rights have a central place: They give members the opportunity to contribute to the decision-making process and to take part in shaping the future of the association. Members have the right to attend the general meeting, to elect the association’s governing bodies and to vote on subject matters. Depending on the association’s activity, participation rights also include the right of members to use the association’s facilities and to participate in the association’s events.

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.

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).

The members of an association have rights and obligations that may be enforced in court. Members have the right that decisions be taken correctly; they have the right to challenge resolutions that violate the law or the articles of association. The obligation of members to pay the membership fee can be enforced in court by the association.

The rights of use are not regulated by law. They are usually laid down in the articles of association or regulations. They include, for instance: Use of sports facilities, localities, materials, libraries, toy libraries etc. The association can determine who is entitled to such rights of use under what conditions.

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.

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.

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.

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".

Upon entry into the association, members accept the articles of association and commit themselves to protect the interests of the association (loyalty) and to pay membership fees (liability to pay contributions). The articles of association may provide for further obligations, such as the obligation to accept an office or to attend the general meetings. In case of a breach of membership obligations, sanctions, i.e. penalties may be imposed if provided for in the articles of association.

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.

The articles of association can state that in addition to the membership fees, members have an additional funding obligation. If no such obligation is stipulated, members cannot be obliged to make additional payments to the association, apart from their membership fees.

The members of an association have rights and obligations that may be enforced in court. Members have the right that decisions be taken correctly; they have the right to challenge resolutions that violate the law or the articles of association. The obligation of members to pay the membership fee can be enforced in court by the association.

Upon entry into the association, members accept the articles of association and commit themselves to protect the interests of the association (loyalty) and to pay membership fees (liability to pay contributions). The articles of association may provide for further obligations, such as the obligation to accept an office or to attend the general meetings. In case of a breach of membership obligations, sanctions, i.e. penalties may be imposed if provided for in the articles of association.

If membership obligations are violated, the association can award a penalty, for instance a fine, an admonition, a suspension or exclusion. Penalties must be provided for in the articles of association.

The members of an association have rights and obligations that may be enforced in court. Members have the right that decisions be taken correctly; they have the right to challenge resolutions that violate the law or the articles of association. The obligation of members to pay the membership fee can be enforced in court by the association.

The articles of association may provide for sanctions (penalties) for members who violate the interests of the association or its regulations.