I. Name, seat, object and domicile
1. “Tierschutzbund Zürich” (referred to hereafter as “Tierschutzbund”) is the name of an association in accordance with Article 60 et seq. of the Swiss Civil Code (ZGB). The seat of the association is the location of its administrative office.
The association may form sub-groups and establish associations or foundations both in Switzerland and abroad, provided that these pursue the same aims.
2. Tierschutzbund is a non-partisan and non-denominational, non-profit association that seeks to support all animal welfare concerns.
It has no commercial intent and does not seek to make a profit.
3. Tierschutzbund is involved in the following areas in particular:
- Projects for animals at risk both in Switzerland and abroad
- Projects to protect livestock
- Raising public awareness
- Neutering campaigns in Switzerland and abroad
- Confiscation and/or placement of animals at risk.
4. The association may collaborate with Swiss as well as foreign and international organisations with the same or related aims (for example, based on cooperation agreements) and may become a member of these organisations. It may also rent, lease, purchase, mortgage, let or sell land and buildings for animal welfare purposes (e.g. to operate an animal sanctuary). Tierschutzbund has its legal domicile in the same location as its business office as designated by the Board.
5. Any natural or legal person can become a member of the association.
6. Candidates for membership are required to submit a written membership application to the administrative office. The Board has the right to reject applications for membership without being required to specify a reason.
Membership is valid for one or more years from the date of joining. The fiscal year is the calendar year.
The member contribution may be payable on an annual basis.
7. Members of the association receive the association's journal free of charge within Switzerland.
8. Individuals who have performed an outstanding service to animal welfare or to the association may be awarded an honorary certificate by the Board or may be nominated as honorary members by the association's General Assembly (Article 23 (d)).
9. Membership of the association expires upon:
- death of the member or dissolution of the legal person
- notice of resignation by the member
- exclusion of the member (Article 11)
- removal of the member from the members list (Article 12).
10. A member may resign his/her membership by providing the Board with one month’s notice in writing at the end of the calendar year.
11. Members who damage the efforts or the reputation of animal welfare or of the association may be excluded from the association by means of a Board resolution. The person in question shall be notified of the decision by means of a registered letter. The individual shall then have a period ten days from receipt of the notification to lodge an appeal in writing to the President, specifying the reason for doing so, for the attention of the next meeting of General Assembly. A final decision shall be made by the General Assembly.
12. Members who do not fulfil their financial obligations to the association or whose current address is no longer known will be removed from the members list. Payment reminders are not obligatory and members are not entitled to be informed in writing of their removal from the list.
13. Persons who have resigned, been excluded or removed from the members list lose their membership rights. Such persons shall have no claim on the assets of the association.
14. The association’s income comes from ordinary member contributions, from voluntary contributions and from earnings. The annual contribution to be paid by members is determined by the Board. The amount shall not be less than 30 Swiss Francs.
15. All liabilities of the association are covered exclusively by its assets. Personal liability on the part of the members for association debts is excluded.
16. The bodies of the association are as follows:
a) the General Assembly (Article 17 to 25)
b) the Board (Article 26 to 33)
c) the auditing body (Article 34)
a) The General Assembly
17. The General Assembly, which comprises all members of the association, constitutes the supreme body of the association. The General Assembly normally passes decision-making by means of a written inquiry.
18. The written enquiry usually occurs in the first six months of the calendar year. Motions must be submitted in writing, specifying the reasoning behind them, to the Board at the address of the administrative office by 31 December of the previous year.
19. The voting card shall be sent to members, together with the agenda and the related motions, specifying a deadline for the resolution, i.e. the date on which the voting card must be returned via unregistered post.
20. The Board is obliged to distribute the voting cards, as well as the voting and election material, one month before the deadline for passing of the motion.
21. Every member has a vote. Resolutions are passed in accordance with Article 36 with a simple majority of the valid votes received by the deadline for the resolution.
22. The results of voting on the decision-making are published. This may be done in the association journal, by post, e-mail or using other means of communication.
23. The ordinary General Assembly uses the written inquiry process to conduct the general business of the association:
a) Approving the annual report by the Board
b) Approving the annual financial statement and proposals by the auditing body
c) Electing the President, Members of the Board and the auditing body
d) Nominating honorary members
e) Amending the Articles of Association
f) Other motions by the Board and members (Article 18).
24. The Board may convene a physical meeting of the General Assembly at the request of at least 20% of members.
The physical General Assembly is presided over by the President or, if this is not possible, the Vice-President. The Assembly chooses tellers to count the votes.
The physical General Assembly of Members shall constitute a quorum, regardless of the number of members present.
Members or third parties are entitled to act as proxies and vote on behalf of another member subject to that member having formally appointed the relevant proxy in writing.
25. An extraordinary General Assembly of Members (taking the form of a physical meeting or a written inquiry) is called by the Board or upon the written request of at least 20% of members.
b) The Board
26. The Board is the association’s executive body. It is charged with managing the affairs of the association and is vested with the authority to conduct all activities that are not the sole domain of the General Assembly of Members under the law and the Articles of Association (Article 23). The Board is also responsible for the acquisition, encumbrance and sale of buildings and land.
If necessary and, in particular, in order to fulfil its duties, the Board may call upon the support of subject matter experts and establish committees with the Board deciding how these are to be compensated.
27. The Members of the Board generally carry out their duties on a voluntary basis. If any duties carried out by a Member of the Board are of a particularly time-consuming nature, the relevant Member may be granted compensation.
Members of the Board who are required to participate in conferences, discussions, campaigns etc. shall be reimbursed for expenses incurred.
28. The Board comprises the President, Vice-President and up to three additional Board Members. Each of these is elected for a term of three years by means of a written inquiry sent to all members).
29. The Board constitutes itself and divides the various roles and responsibilities among the Members of the Board. The ongoing activities that were the responsibility of a Member who has left the Board shall become the responsibility of one of the remaining Members of the Board until the next scheduled election.
30. The Board or Managing Directors represent the association externally. The Members of the Board and, where applicable, the Managing Director have joint signatory authority, with two signatures required in all cases.
31. The Board enacts a set of internal organisational rules regulating the work of the Board in detail.
The Board may appoint a Managing Director with the authority to take over management and external representation subject to the organisational rules enacted by the Board. The organisational rules define the responsibilities and duties of the Managing Director.
32. Invitations to attend meetings of the Board are distributed by the President as required and accompanied by an agenda. In addition, a Board meeting must be convened within seven days if this is demanded by at least two Members of the Board.
The Managing Director is normally invited to attend meetings of the Board. He has an advisory role and does not have a vote.
33. The Board reaches decisions by majority vote. In the event of a tied vote, it falls to the President to cast the deciding vote, following consultation with the Board.
c) The auditing body
34. The auditing body elected by the General Assembly of Members is responsible for carefully auditing all accounting procedures and the annual accounts in accordance with established rules. It reports its findings to the ordinary General Assembly of members and submits a proposal to approve the actions of the Board.
Responsibility for the auditing of accounts may also be passed on to a trustworthy auditing office.
V. The administrative office
35. The administrative office takes care of regular correspondence, handles cash, maintains membership records and is responsible for invoicing and dunning. It organises and runs campaigns that have been agreed upon and sends the relevant information to interested parties. Staff are hired by the Board.
The Managing Director reports to the Board. The remaining staff
in the administrative office may report directly to the Managing Director.
Vl. Dissolving the association
36. A General Assembly resolution to dissolve the association requires a majority of two-thirds of the valid votes received (the case of a written inquiry) or two-thirds of votes cast (at a physical meeting of the General Assembly). The same applies to proposals to transform the association into a non-profit foundation without changing its object.
37. The General Assembly of Members shall be responsible, once all liabilities have been settled, for passing on the remaining assets of the association to one or more institutions with the same or similar goals (Article 2). The distribution of assets among members is prohibited.
Vll. General provisions
38. The association’s fiscal year is the calendar year.
39. These Articles of Association replaces those from 10 August 2011 as well as all previous Articles of Association. They enter into force upon their approval at the ordinary General Assembly of Members on 8 August 2013.