The association's formal rules
The association's formal rules
"I've just joined an association active in the social field and I'm wondering about the legal provisions governing this type of structure. Are there any formal rules relating to the agenda, and is it possible to vote on whether or not to continue a discussion at the general meeting, without a decision being taken on the substance?"
M, Thônex
In the chapter dealing with associations, the Swiss Civil Code (CC) sets out certain rules that cannot be departed from and others that apply only if the Articles of Association do not provide otherwise.
The association is defined as a group of people who decide to join together to achieve a specific goal, which does not have to be economic but ideal. This means that its members will not receive any direct financial benefit, even though the association may carry out ancillary commercial activities as part of its purpose. For example, selling articles or organising events.
An association must have articles of association, which must be written and signed by at least two founding members. The articles must describe, at the very least, the purpose, resources and organisation of the association.
An association must have two bodies: the members' meeting and the management (sometimes also called the committee). Depending on its size, it must also have an auditing body. In addition, under certain conditions, it must be entered in the Commercial Register.
When the Management convenes a General Meeting, it must notify the members sufficiently in advance and provide them with an agenda, which must include the items on which a vote will be taken. Decisions taken which are not on the agenda are void unless all members are present.
Members may demand that an item be included on the agenda and discussed at the General Meeting, even if this is not explicitly stated in the legal text.
Furthermore, a vote on the principle of voting is conceivable, as long as the mandatory rules of association law are respected, particularly as regards the majorities that must be attained.
In any case, the members of the association have a great deal of leeway in drawing up their articles of association, which is why the drafting of these is of considerable importance.
