I. NAME, SEAT, PURPOSE, MEANS AND RESOURCES

Article 1 NAME AND DURATION

An association within the meaning of Articles 60 et seq. of the Swiss Civil Code (“CC”) is hereby created under the name “Horizon éducatif pour les orphelins du Bénin Association” (hereafter, the “Association”).

The Association is created for an indefinite period of time.

Article 2 SEAT

The Association’s seat is in the Canton of Vaud.

Article 3 PURPOSE

The Association is created to:

  • Promote education and professional training for supervisory staff:
    • Organize educational programs and training workshops.
    • Facilitate access to education for disadvantaged groups.
  • Support social well-being:
    • Implement initiatives to improve the quality of life of orphans and caregivers.
    • Provide financial and material support where needed.
  • Protecting the environment:
    • Integrate environmental conservation and nature preservation awareness into our programs.
  • Promote health and hygiene:
    • In programs set up raise awareness of health, screening, personal hygiene and premises.
  • Promote gender equality:
    • Combat gender-based discrimination.
    • Promote equal opportunities for all, regardless of gender.
    • Promote gender diversity among field educational staff.
  • Promote peace and international understanding:
    • Promote tolerance and intercultural and religious dialogue in training courses.
    • Promote and train in non-violent communication and conflict resolution.

The Association has no profit purposes.

Article 4 MEANS

The Association may pursue all lawful activities to achieve its purpose.

Article 5 RESOURCES

Resources of the Association may come from donations, legacies, sponsorship, partnerships, public subsidies, membership fees, revenues generated by the Association’s assets, as well as any other resources authorised by the law.

All resources of the Association shall be used exclusively for its not-for-profit purposes.

 

II. MEMBERS

Article 6 MEMBERS

Members of the Association (the “Members”) shall consist of individuals or institutions who have an interest in the purpose and the activities of the Association and wish to support them.

Should the Association be required to register with the Register of commerce, it shall keep a list of its members mentioning the name and surname, or the company name, as well as the address of each member (art. 61a CC). The details of each member and any supporting documents shall be retained for five years after the member has been removed from the list (art. 61a para. 3CC).

Article 7 BEGINNING OF MEMBERSHIP

The founders are the initial Members of the Association.

Additional Members may join the Association by submitting a written application to the Board.

The Board shall review applications, before submitting them to the General Assembly for approval.

Article 8 END OF MEMBERSHIP

Membership ceases:

  • Upon the resignation of the Member addressed to the Board at least 6 months before the end of the calendar year (art. 70 para. 2 CC);
  • Upon death of the Member if such Member is an individual and not the representative of an institution (art. 70 al. 3 CC); or
  • By exclusion decided by the General Assembly, without cause.

In any case, the fee for the current year remains due by the exiting Member.

A resigning or expelled Member has no right to the Association’s assets.

Article 9 MEMBERSHIP FEES

The General Assembly decides on the principle of membership fees and their amount.

III. ORGANISATION AND GOVERNANCE

Article 10 BODIES OF THE ASSOCIATION

The bodies of the Association are:

  • The General Assembly,
  • The Board, and
  • The External Auditors, insofar as required by Swiss law.

 

IV. THE GENERAL ASSEMBLY

Article 11 PRINCIPLES

The General Assembly is the supreme authority of the Association within the meaning of article 64 et seq. CC.

It is composed of all the Members.

Article 12 POWERS

The General Assembly delegates to the Board the power to administer and represent the Association.

The General Assembly remains with the following inalienable powers:

  • Adoption and amendment of the present Statutes;
  • Nomination, surveillance and revocation of the External Auditors;
  • Approval of annual reports and audited accounts;
  • Admission and exclusion of Members;
  • Nomination, surveillance, discharge and revocation of Board members;
  • Decision on the dissolution or merger of the Association; and
  • Management of all matters that are not the responsibility of other bodies.

Article 13 MEETINGS

Ordinary meeting of the General Assembly. The Ordinary meeting of the General Assembly shall be held at least once a year.

Extraordinary meeting of the General Assembly. Extraordinary meetings of the General Assembly may be called by the Board or at the request of at least 20 percent of all Members, in accordance with article 64 para. 3 CC.

Convocation. The Board shall convene the meetings of the General Assembly with a one-month notice. The agenda of the meetings must be sent with the invitations. The invitations may be sent by post or by e-mail.

Quorum. The General Assembly is validly instituted if at least one third of the members are present.

The Chair. The Chair, and in his/her absence the Deputy Chair (as defined in article 17 below), shall chair the meetings of the General Assembly.

Meeting modes. Meetings can be held either (I) onsite, whether in Switzerland or abroad, (II) by visio conference, or (III) in a hybrid manner (mix of onsite and visio conference), provided that all requirements for onsite general assembly meetings are fulfilled.
Independent representative. The appointment of an independent representative is not necessary for meetings taking place in Switzerland, online or in a hybrid form. For meetings taking place abroad, an independent representative shall be appointed, unless all members agree to waive this condition.

Article 14 DECISION MAKING AND VOTING RIGHTS

Voting rights. Only adult members have voting rights at the General Assembly.

Power of attorney. Members may vote in person or by proxy.

Process. Voting takes place by a show of hands or through an electronic voting process. Upon request of at least one-fifth of the Members, voting may take place by secret ballot.

Majority of votes. All decisions shall require a simple majority of all votes expressed (including votes by proxy), insofar as the present Statutes do not provide for a different majority.

Decisions by circular letter. Proposals to which all Members have adhered in writing (including by e-mails) are equivalent to decisions taken by the General Assembly, in accordance with article 66 para. 2 CC.

Conflict of interest. In accordance with article 68 CC, a Member may not vote for decisions relating to a matter or a legal proceeding regarding the Association where he or she, his or her spouse, parents or relatives in direct line are a party to the matter.

Minutes. The meetings of the General Assembly and its decisions are recorded in the minutes.

V. THE BOARD

Article 15 PRINCIPLES

Role and powers. The Board is the executive body of the Association. It has the right and the duty to manage the affairs of the Association and to represent it in accordance with the Statutes (art. 69 CC). In particular, the Board shall take all necessary measures to achieve the purposes of the Association, ensure the correct application of the present Statutes and any other internal regulations, administer the property, assets and resources of the Association, manage the accounts, engage and supervise a Director, if necessary, and convene and organise the General Assembly.

Pro-bono. Board members shall act on a pro-bono basis, with the exception of reimbursement of their effective costs and travel expenses. Potential attendance fees may not exceed those paid for official commissions of the Canton of Vaud. For activities that exceed the usual scope of the function, each Board member may receive appropriate compensation. Paid employees of the Association may only sit on the Board in an advisory capacity.

Article 16 APPOINTMENT OF THE BOARD

The initial Board members are appointed by the founders.

After that, the new members of the Board are appointed by the General Assembly.

Article 17 COMPOSITION

The Board shall be composed of at least three and at most seven members.

The General Assembly appoints within the Committee, a Chair as well as any other function as it may deem necessary.

At least one member of the Board with individual signatory powers, or two members of the Board with collective signatory powers, must be domiciled in Switzerland and have access to the list of members (art. 69 para 2 CC).

Article 18 TERM

The Board members are appointed for a two-year term, renewable.

Article 19 REMOVAL AND RESIGNATION

Removal. Board members may be removed by the General Assembly for just cause, in particular if the Board member has violated his/her obligations towards the Association or if the Board member is not in a position to exercise his/her functions correctly.

Resignation. Board members may resign at any time by submitting a written declaration to the Chair, specifying when the resignation shall take effect.

Vacancy during the term of office. In the event of dismissal or resignation during the term of office, the Board may appoint a replacement member by co-optation, until the next meeting of the General Assembly.

Article 20 DELEGATION AND REPRESENTATION

Delegation. The Board is entitled to delegate certain of its tasks to one or more of the Board members, including to Board sub-committees, to third parties, or to hired employees.

Representation. The Board designates the individuals who are authorized to represent and bind the Association.

Article 21 BOARD MEETINGS

Meetings. The Board shall meet as often as required, but at least twice per year.

Process. Board members may validly participate in a meeting of the Board in person, by video or telephone conference or any other means decided by the Board. In-person meetings can take place in Switzerland or abroad.

Convocation. The Chair of the Board shall convene Board meetings at least fifteen days in advance. The Chair may convene the Board with three days’ advance notice, where justified by urgent circumstances.

Article 22 DECISION MAKING

Votes and majority. Each Board member shall have one vote. Decisions are taken by a simple majority of all votes expressed, as long as the present Statutes or other internal regulations of the Association do not provide for a different majority. In case of a tie, the Chair shall have a casting vote.

Decisions by circular letter. Decisions may also validly be taken by written resolution, including by email.

Minutes. Board meetings and decisions will be recorded in the minutes of the Board.

VI. MISCELLANEOUS AND FINAL PROVISIONS

Article 23 SECRETARIAT

The Board may create a secretariat and/or appoint a Director to manage the day-to-day affairs of the Association.

Article 24 EXTERNAL AUDITORS

Compulsory body. To the extent required by Swiss law, the General Assembly shall appoint the independent External Auditor in charge of (I) verifying the annual accounts of the Association and to submit a detailed report to the General Assembly and (II) to ensure that the statutory rules of the Association (Statutes and internal regulations) are respected.

Optional body. The Association, which is not subject to the obligation to appoint an External Auditor, may nevertheless decide to appoint one (or more) External Auditor(s), who would prepare a report to the General Assembly’s attention.

Article 25 BOOKKEEPING

Accounts. The Board must prepare for each financial year accounts as required by the applicable laws.

Fiscal year. The fiscal year begins on October 1st and ends on September 30st of each year.

Article 26 LIABILTY

The Association is solely liable for its debts and obligations, which are guaranteed by its assets, to the exclusion of all individual responsibility of its Members.

Article 27 DISSOLUTION

The Association may only be dissolved by a two-third (2/3) majority vote of all Members.

In such a case, the Board shall proceed with the liquidation of the Association.

The assets of the Association shall first serve to pay its creditors.

Remaining assets will be entirely assigned to a non-profit entity, which pursues similar public interest purposes and which is tax exempted.

In no event may the assets of the Association be returned to its founding members or Members, nor should they use some or all of the assets for their own benefit in any way.

The original French version shall prevail.