Association law (Switzerland)
In Swiss law , association law refers to a field of law that deals with the establishment and organization of associations . Associations (fr. Associations , it. Associazioni ) represent by far the most common form of company is in Switzerland.
The legal regulations that affect the associations can be found in the Civil Code (ZGB) (Art. 60 ff).
history
The Voluntary Sector was established in Switzerland in the 18th century and underwent a first great upturn in the following century, although the association was not guaranteed by the government. In the 19th century, in addition to workers ', women's and foreigners' associations, the first federal associations were founded, which acted as organizers of the federal festivals that have been held regularly since then .
Despite today's media age, the clubs have retained their political and socially integrative significance. Around half of the residents over the age of fourteen are members of at least one of the eighty to one hundred thousand associations. It owes the widespread use of the form of association to the freedom of association guaranteed in the constitution and the association's autonomy , which allows members to create their own statutes without official approval.
When people in Switzerland meet regularly and strive for a common, ideal goal on an equal footing , they join an association to make this known to the public. Half of all clubs are sports clubs, there are also clubs in the cultural, social, political and economic areas.
Foundation and statutes
An association consists of at least two (better three) members. An association that is not primarily geared towards economic activity receives its legal capacity as soon as the founding meeting has drawn up and accepted written statutes ; an association for economic purposes becomes legally competent with the entry in the commercial register . The statutes of the association must provide information on the purpose, the financial means and the organization of the association. Its provisions must not contradict the provisions set out in the Civil Code.
If something is not prescribed by the Civil Code, the association is free to design the statutes. If the statutes do not contain information about the organization or information about the relationship between the association and its members, the provisions of the civil code automatically come into force (Art. 63). The purpose of the association stated in the statutes can only be changed by a unanimous resolution of all association members (Art. 74).
organs
Every association consists of the members and the board. Other organs (such as auditing, bookkeeping, member administration and others) can be prescribed in the statutes.
If one of the association organs provided for by the statutes or the law does not exist, a member or a creditor can demand that the court appoint it (Art. 69c).
General Assembly (Art. 64–68)
The assembly of the association members is the highest organ. It elects the board and the other bodies. The meeting is convened by the board in accordance with the association's statutes. According to the Civil Code, however, a fifth of the association's members can call a general assembly at any time. Each member has the same voting rights, and resolutions are passed with a majority of the votes of the members present.
If an item on the agenda has not been announced to the members in good time, it may not be voted on unless the statutes expressly provide for it.
The tasks of the general assembly are:
- Decisions on all matters that are not assigned to the board or the other organs (so-called association resolutions)
- Admission and exclusion of members
- Election of the board of directors and possibly other bodies
- Supervision of the activities of all organs
- Dismissal of the board of directors and the other bodies at any time
If all members agree to an application in writing, this has the same effect as a resolution of the general assembly.
Article 68 regulates the right to vote if the assembly decides on a legal transaction or a dispute between a member or his relatives.
Board
The association's board has the duty to manage the association's business and to represent the association to the outside world. Its powers are defined in the association's statutes.
The tasks of the board are:
- Management of the association
- Bookkeeping of income, expenditure and financial position
Auditors (Art. 69b)
The statutes or the general assembly decide how the finances of the association are to be checked.
If two of the following conditions apply in two consecutive financial years, the association must have the finances checked by an auditor:
- Balance sheet total of more than 10 million francs
- Sales revenue of more than CHF 20 million
- more than 50 full-time employees on average over the year
membership
Membership in the association begins upon entry. This is neither alienable nor inheritable (Art. 70). Each member can appeal to a court within one month of resolutions that violate the statutes or laws. The prerequisite is that the member has not previously consented to the resolution (Art. 75).
Entry (Art. 70)
Entry into the association can, but does not have to, take place at any time. The statutes can stipulate that new members are admitted at certain times. The board of directors or another body can also be authorized to accept new members.
Membership fees and liability (Art. 71, 75a)
If the statutes so provide, financial contributions can be demanded from the members. If members are liable for the association's assets, this liability must be anchored in the statutes. Before the introduction of Article 75a, members were only liable for their membership fees. However, if no membership fees were set, they were liable for the association's assets with their private assets.
If the member is obliged to make additional contributions or if the member is personally liable for the association's assets, the member can have the association's bookkeeping checked (Art. 69b).
Resignation, exclusion (Art. 70, 72)
Every member can by law resign at the end of the calendar year if they announce the resignation with a six-month notice period. If the Articles of Association provide for an administrative period, resignation can take place at the end of this period.
The statutes prescribe the reasons for which a member can be excluded. However, the statutes can also provide that a member can be excluded without giving reasons. If the statutes do not contain any provisions in this regard, the exclusion can only take place by resolution of the association and for important reasons.
Entry in the commercial register (Art. 61)
As soon as an association has drawn up statutes and has elected the board, it can be entered in the commercial register. This entry is necessary as soon as the association operates a business of a commercial nature, or if the association has to prove to another company (umbrella association, partner organization, etc.) that the association even exists. Entry in the commercial register is also necessary if it is subject to revision (see above).
When registering, the association's statutes and a list of board members are deposited. Entries and exits must also be reported to the commercial register.
Dissolution of the association (Art. 76-78)
The association can be dissolved at any time by resolution of the association. If the association is insolvent or if the board of directors can no longer be appointed according to the statutes, the association can be dissolved by the court.
The association can also be legally dissolved if the purpose of the association is illegal or immoral.
Hospitality and Nonprofit
The regulations on when an association is allowed to operate a hotel and restaurant industry and when it is considered non-profit differ from canton to canton.
An association is allowed to operate a clubhouse in which drinks as well as hot and cold meals can be sold without being registered as a hospitality industry. Various regulations, such as those relating to hygiene and fire protection, do not apply to club premises. As a rule, however, a clubhouse is only allowed to sell a limited selection of food and the opening times are often limited to a certain number of days and hours per week. The club's premises must also serve mainly to provide food for the club's members. These regulations were important for the legal evaluation of the former Fümoar association .
In order for a club to be recognized as non-profit and not have to pay taxes, the club must pursue a goal that serves the general public, which is the case, for example, with a sports club that wants to integrate foreigners. Also, depending on the canton, all of the association's assets must go to a non-profit organization when the association is dissolved.
literature
- Anton Heini (greeting), Wolfgang Portmann and Matthias Seemann: The Swiss Association Law . In: Swiss private law . tape 2 , Introduction and Personal Law; Teilbd. 5. Helbing & Lichtenhahn, Basel, Geneva, Munich 2005, ISBN 3-7190-2268-4 .
- Gabriela Mattmann , Hilar Stadler: The association, a future model (catalog of the exhibition of the same name, Museum im Bellpark Kriens, November 29, 2003 to April 11, 2004) . Contrast Edition, Zurich, 2003, ISBN 3-906729-25-7 .
- Hans Riemer : Bern commentary on Swiss private law. Volume I, 3rd section, 2nd part volume, p. 308ff .: Die Vereine, Art. 60 N 16. Stämpfli, Bern 1990, ISBN 3-7272-3406-7 .
- Vreni Schawalder: Our association. Active as a member and board member . Observer / Axel Springer Switzerland, 2009, ISBN 3-85569-415-X .
Web links
Individual evidence
- ^ EDI Federal Office of Culture: Living Traditions - Associations
- ↑ Hans Riemer, Berner Commentary on Swiss Private Law, Volume I, Section 3, Volume 2 Die Vereine, Art. 60 N 16, pp. 308ff., Stämpfli Bern 1990, ISBN 3-7272-3406-7 .
