Statutes, name and purpose
Name An association exists under the name Freundeskreis Museum für Gestaltung Zürich in accordance with Art. 60 ff. ZGB with its registered office in Zurich. Purpose The purpose of the association is to promote the Museum für Gestaltung Zürich; it pursues neither profit nor self-help purposes.
Membership
Membership categories
Membership is open to natural and legal persons. Graduated contributions are charged for the various membership categories. Patron, patronage, honorary and board members are exempt from the obligation to pay contributions.
Rights of members
Members aged 16 and over have the right to vote and be elected at the General Assembly. They have free admission to all exhibitions and events at the museum, receive discounts on selected products in the museum store and are invited to member events.
Duties of members
Members pay an annual membership fee. The membership fees are set by the General Meeting. Further obligations are governed by general association law. In the event of resignation, the full annual membership fee must be paid for the current year.
Duration of membership
The Board of Directors decides on the admission of new members. Membership begins with admission and ends with the resignation, exclusion or death of a natural person or the loss of legal personality of a legal entity. Resignation from the association is effected by written declaration to the Board of Directors, is possible at any time and takes effect immediately. Membership fees already paid are forfeited in favor of the association; their reimbursement is generally excluded. Expulsion by the Board of Directors takes place for important reasons, such as a breach of statutory obligations or against the interests of the association.
Organization
Organs
The bodies of the Association are the General Meeting, the Board of Directors and the Auditors. General Meeting (GM) The GM is the supreme body of the association. The Ordinary General Meeting takes place once a year and is convened by the Executive Board, stating the items on the agenda. Motions from members can be submitted to the Executive Board in advance of the AGM. An extraordinary general meeting is convened if requested by one fifth of the members, the auditors or the Board of Directors, stating the purpose of the meeting.
The AGM is responsible for
- Approval of the agenda
- Approval of the minutes of the last AGM
- Election of the Chairman and the other members of the Board of Directors and the auditors
- Approval of the annual report
- Approval of the annual financial statements and the auditors' report
- Approval of the budget including membership fees
- Dealing with the proposals and business submitted by the Board of Directors
- Amendment of the Articles of Association
- Dissolution of the association
The AGM is chaired by the Executive Committee. The GM is quorate if one tenth of the members, but at least five persons, are present. Members are entitled to vote as natural persons. Legal entities exercise their voting rights via an authorized representative. All persons entitled to vote have the same voting rights. The GM passes resolutions by a simple majority. The provisions on amendments to the Articles of Association and the dissolution of the Association remain reserved. The Chairman has the casting vote.
Board of Directors
The Board of Directors is the executive body of the Association; it manages the Association's business and represents it externally. The Board of Directors consists of at least four members. The following functions and departments are to be filled on the Executive Board:
- Presidium
- vice-presidency
- Secretariat
- Finances
The Board of Directors constitutes itself, with the exception of the Executive Committee, which is appointed by the AGM. The term of office is three years; re-election is possible. The Board of Directors is responsible for
- External representation
- Representation of the association
- Preparing and holding the AGM
- Issuing regulations
- Management (administration and finances) of the association
- Appointment of a replacement member in the event of the resignation of a member of the Board of Directors until their election by the AGM
- Admission of new members
- Exclusion of members; in this case, it makes the final decision.
The Board of Directors has a quorum of at least three members. Resolutions are passed by a simple majority; the Presidium (Chair) has the casting vote. Resolutions may be passed by circular letter (electronically) if no member requests an oral discussion. Authorization to sign is collective in twos (Presidium and one other member). The Board of Directors works on a voluntary basis and is only entitled to compensation for actual expenses and cash outlays. Appropriate compensation may be paid for special services rendered by individual members of the Board of Directors.
Auditors
The auditors must be appointed by at least one person. This person may not be a member of the Executive Board. The association has the right to appoint an external person or a professional body. The term of office is three years, re-election is possible. The auditors must check the accuracy of the annual financial statements and conduct an audit at least once a year. They must report on this to the Board of Directors for the attention of the AGM.
Funds
The funds of the association are the membership fees, donations from third parties, returns on assets and other income. The responsible bodies decide on the use of the funds.
Liability
Only the Association's assets (including the contributions owed and any other pledges) are liable for the Association's liabilities. The right to personal liability is reserved in the event that individual members or body representatives exceed their authority.
Amendment of the Articles of Association
The AGM must decide on any amendments to the Articles of Association. The right is reserved to change the purpose of the association (Art. 74 ZGB), which requires the approval of a qualified majority of three quarters of those present. The resolution to amend the Articles of Association becomes effective unless a fifth of the members or at least ten persons call for a referendum within twenty days. If this is successful, a decision must be made at an extraordinary general meeting.
Dissolution
Dissolution must be decided by the AGM. Liquidation is carried out by the Executive Board. The use of any surplus is to be determined after deduction of joint and corporate liabilities. The funds remaining after the dissolution of the association are to be donated to the museum or another tax-exempt institution with the same or a similar purpose. Distribution among the members is excluded.
In all other respects, the provisions of ZGB 60-79 apply.
Zurich, June 2008
