I. NAME AND REGISTERED OFFICE
Art. 1
An Association as defined by Art. 60 et seq. of the Swiss Civil Code (CC) has been established as a legal entity under the name ‘swissregistrars (SR)’. The Association is established for an indefinite period and is independent in terms of politics and religion.
Art. 2
The Association has its registered office at the respective work location of the incumbent chairperson.
II. OBJECT AND PURPOSE
Art. 3
The purpose of the SR Association is to optimise cooperation between museums, galleries and museum-like institutions in Switzerland and abroad in the field of registrars’ activities. In particular, it has the following objects:
– to promote the common interests of registrars in Switzerland and the Principality of Liechtenstein and to protect those interests vis-à-vis third parties
– to promote expert professional relationships and exchange of experience among its members
– to promote professional training and development
– to develop the necessary preconditions for the professional work of registrars and to enforce recognised standards across the entire field of professional activity
– to supervise the use of the professional title of registrar
– to act as the link between registrars, national and international bodies, federations and associations
III. MEMBERSHIP
Art. 4
Membership of the Association is open to natural persons and legal entities who acknowledge the object and purpose of the association and are willing to promote them. The Association consists of individual members, institutional members (museums or commercial partners) and honorary members. Applications for admission are to be directed in writing to the chairperson’s office. Employment or experience in a museum, gallery or museum-like institution is required for admission as an individual member. Admission is granted by the board of directors. Only individual members have voting rights. They receive a voting rights card for the general meeting. In addition, they may be elected to the board of directors.
Art. 5
The membership contributions for individual members, for institutional members (museums) and for institutional members (commercial partners) are determined once a year by the general meeting. Honorary members do not pay membership contributions. Members who do not pay the membership contribution despite two reminders will be excluded from the Association.
Art. 6
Membership expires upon:
a) resignation
b) exclusion
c) death
d) in the case of legal entities, also upon the loss of legal personality.
Resignation must be declared in writing. It may occur with effect at the end of a calendar year, observing a three-month notice period. Exclusion can be pronounced by the board of directors after a unanimous vote relating to any member who damages the interests of the Association. The decision to exclude comes into effect after a hearing has occurred or after the member has waived a hearing, and is notified in writing. The general meeting as the appeal body makes the final decision.
IV. GOVERNING BODIES
Art. 7
The governing bodies of the Association are:
a) the general meeting
b) the board of directors
They work on an honorary basis and in principle are only entitled to possible expenses and cash outlays.
c) the auditors
A) The general meeting
Art. 8
The ordinary general meeting takes place annually within the first half of the year. The invitation to the general meeting is issued by the board of directors at least 30 days in advance in writing, stating the agenda items. Motions for the attention of the general meeting are to be addressed in writing to the chairperson at least three weeks in advance.
Art. 9
An extraordinary general meeting is to be convened upon the resolution of the board of directors, upon the motion at least one-fifth of members or at the request of the auditors. The invitation must occur at least ten days before the meeting.
Art. 10
The tasks and responsibilities of the general meeting are as follows:
a) acceptance of the annual report, the annual accounts and the balance sheet as well as the auditors’ report
b) discharge of the board of directors and the auditors
c) Determination of the annual budget and membership fees
d) Election of the President, the other members of the Board of Directors and the auditors
e) dealing with motions of the board of directors and the members, handling appeals
f) amendment of the articles of association, approval of regulations
g) dissolution of the association
Art. 11
Resolutions at the general meeting are adopted in an open vote with the simple majority of those present who have a right to vote. Voting is only held in secret if this is expressly demanded by the majority of the members present. In the case of tied votes, the chairperson has the casting vote. The right to vote is not transferable and can only be exercised by the individual members present. In relation to passing the resolution of release, if there is personal involvement in a legal transaction or in a legal dispute between a member and the Association, the member involved must abstain from the process.
B) Board of directors
Art. 12
The board of directors consists of three to seven members and is elected by the general meeting for a period of office of one year. When electing the board of directors, attention should be paid to ensuring that the various representatives of the members’ institutions are adequately represented. The board of directors constitutes itself. The board of directors has a quorum if at least three members are present. It is convened on the motion of the chairperson or on the request of two board members.
Art. 13
The board of directors comprises at least:
a) Chairperson
b) Secretary
c) Treasurer
Holding more than one office within the Association is not permitted, with the exception of the office of vice chairperson.
Art. 14
The board of directors is, in principle, entitled to all powers that are not explicitly reserved for the general meeting. These are in particular:
a) preparation and conduct of the ordinary general meeting
b) preparation of articles of association, motions and regulations for submission to the general meeting
c) admission and exclusion of members
d) development of the annual programme of activities
e) ensuring the flow of information
f) establishment of working groups for association purposes
g) organisation of further education and training
Art. 15
The board of directors represents the Association externally. It co-signs collectively (two signatures) with the chairperson.
C) Auditors
Art. 16
The financial year coincides with the calendar year. The annual accounts are closed on 31 December and an inventory is prepared.
Art. 17
The auditors audit the annual accounts and render a written report to the general meeting. The auditors propose a motion to the general meeting for the granting of the resolution of release for the treasurer and the board of directors.
Art. 18
The general meeting determines the auditors. Members of the board of directors may not simultaneously be one of the auditors. A fiduciary firm may be commissioned by resolution of the general meeting to carry out the audit.
V. ASSETS OF THE ASSOCIATION
Art. 19
The Association’s assets comprise the annual contributions of the members, surpluses from the profit and loss account and donations by third parties.
Art. 20
The Association’s assets alone are liable for the Association’s liabilities. Personal liability of members for the Association’s liabilities is limited to the annual contribution. Members whose membership expired before the dissolution of the Association do not have any claim to the Association’s assets.
VI. AMENDMENT OF ARTICLES OF ASSOCIATION, DISSOLUTION
Art. 21
To amend the articles of association, the presence of at least half of all members with voting rights is necessary. For the acceptance of such a motion, a simple majority is required. If the number of those with voting rights does not make the necessary quorum, a further vote can be held at the next general meeting with the same motion for amendment of the articles of association. The latter has a quorum, without regard to the number of members.
Art. 22
In the event of the dissolution of the Association, the general meeting determines the distribution of the liquidation proceeds. However, the latter must be dedicated to an association with a similar purpose. A distribution of the assets among the members is expressly ruled out.
The first version of the articles of association were approved by the founding meeting of the Association in Zurich on 14 March 2007. At the general meeting on 24 March 2023, an increase in the possible number of board members to a maximum of 7 was approved (Art. 12). At the same time, several adjustments were also made to the language used.
The Chairperson: Elaine Vogel Keller