Statutes

Statutes of the Association of Natural Science Museums Switzerland and Liechtenstein

I. Name and registered office

Art. 1

The Association of Swiss and Liechtenstein Natural History Museums (hereinafter referred to as the Association) is an association within the meaning of Art. 60 and onwards from the Swiss Civil Code with its registered office at the Natural History Museum Bern.

II Purpose

Art. 2

The purpose of the Association is to represent the interests of Switzerland's natural history museums vis-à-vis the Swiss Museums Association (VMS), the Swiss Academy of Sciences (SCNAT), the Confederation and the public. The association is politically independent and denominationally neutral. It operates exclusively on a non-profit basis and refrains from any commercial activity or self-enriching purposes.

III Membership

Art. 3

3.1 All natural history museums and collections in Switzerland and Liechtenstein that recognise and are prepared to promote the purpose of the Association may become members.

3.2 Admission criteria:

All institutions with a natural history collection that is looked after by specialised curators may become members of the Association.

3.3 The Association's General Assembly sets the annual membership fee.

3.4 Membership expires upon withdrawal from the Association.

3.5 Resignation is affected by means of a written declaration to the Committee. It is only possible at the end of a calendar year.

3.6 A member can only be expelled if the member harms the interests of the Association. Expulsion shall only take place after hearing the member and shall be communicated to the member in writing. The expulsion is effective immediately. The excluded member may appeal against the exclusion in writing to the General Assembly within 30 days, whereupon the final decision will be made.

IV. Organs

Art. 4

The bodies of the Association are:

a. General Assembly

b. Committee

c. Auditors

A. General Assembly

Art. 5

5.1 The ordinary General Assembly of the Association shall take place annually; if possible, on the occasion of the meeting of museum curators.

5.2 The invitation to the Associations’ General Assembly shall be issued by the Committee at least 20 days in advance in writing or by e-mail, stating the items on the agenda.

5.3 Motions for the attention of the General Assembly must be submitted in writing to the President at least two weeks in advance.

5.4 An Extraordinary General Meeting of the Association shall be convened by resolution of the Committee or at the request of at least one fifth of the members or at the request of the auditors. The invitation must be sent in writing or by e-mail at least 10 days before the meeting.

5.5 The General Assembly has the following duties and competences:

a. Approval of the minutes of the last General Assembly meeting;

b. Acceptance of the annual report, the annual accounts and the Auditors' report;

c. Discharge of the Committee and the Auditors;

d. Determination of the annual budget and the annual membership fees;

e. Election of the President, the other members of the Committee and the Auditors;

f. Dealing with proposals from the Committee and Members;

g. Deciding on items on the agenda;

h. Admission of new members;

i. Amendment of the Articles of the Association;

j. Dissolution of the Association.

5.6 Resolutions of the General Assembly are passed by open vote with a simple majority. Voting shall be by secret ballot if this is expressly requested by a majority of the members present. In the event of a tie, the President has the casting vote.

5.7 All members present have the same voting rights. Each member has one vote. Proxy voting is not permitted. The museum directors or, in the case of university collections, the responsible supervisors, appoint the representatives. Representatives with voting rights must be employees of the member institutions.

5.8 The admission of new members requires a two-thirds majority of the votes cast.

5.9 When passing resolutions on the granting of discharge, a legal transaction or a legal dispute between a Member and the Association, the Member concerned is excluded from voting.

5.10 Minutes shall be kept of the resolutions passed at each meeting.

B. Committee

Art. 6

6.1 The Committee shall consist of at least 4 persons who must be employees of member institutions, where possible one member from each of the 3 language regions, and shall be elected by the General Assembly for a term of office of three years. Re-election is possible twice. Newly elected members who take the place of members who have resigned shall take up the term of office of their predecessor.

6.2 The Committee is quorate if at least 50% of its members are present. It is convened at the request of the President or at the request of a member of the Committee. In the event of a tie, the President has the casting vote. Resolutions of the Committee are passed by a simple majority of those present. Resolutions may also be passed by circular resolution.

6.3 The Committee must be composed of

a. President

b. Vice President

c. Treasurer

d. Assessors

e. Secretariat: The Committee elects a secretary, who does not have to be a member of the Committee, who takes the minutes and attends the meetings.

6.4 The Committee shall have all powers that are not expressly delegated to another body of the Association. These are in particular

a. Preparation and organisation of the ordinary and extraordinary general meetings of the Association;

b. Issuing regulations;

c. Keeping accounts of the Association's income and expenditure, as well as the financial situation

d. In negotiations with third parties or representation in other bodies, the Committee may mandate persons from among the members as representatives. In such cases, the Committee must be regularly informed of the status.

e. Appointment of working groups.

f. Recommendations of new members to the General Assembly

6.5 The Committee represents the Association externally. Members of the Committee sign jointly with the President, the Vice-President or the Treasurer.

6.6 The members of the Committee are not remunerated by the Association for their work. They are entitled to reimbursement of actual expenses. Appropriate compensation may be paid for clearly defined operational tasks or for extraordinary expenses. The Committee shall issue corresponding expense and compensation regulations.

C. Auditors

Art. 7

7.1 The General Assembly elects a natural or legal person, who need not be a member of the Association, as Auditor for a term of office of four years. Re-election is permitted.

7.2 The Auditor shall audit the accounts and annual financial statements and submit a written report on the audit of the annual financial statements to the Committee for the attention of the General Assembly and shall propose to the General Assembly that discharge be granted or refused to the Treasurer and the Committee.

V. Association assets

Art. 8

8.1 The assets of the Association shall consist of the annual contributions of the members, surpluses from the operating account, any donations, event contributions and bequests.

8.2 Only the Association's assets shall be liable for the Association's liabilities. The personal liability of members for the Association's liabilities is excluded.

VI Amendments to the Articles of Association and dissolution

Art. 9

9.1 Amendments to the Articles of the Association shall be decided by the General Assembly.

9.2 The Association may be dissolved by a two-thirds majority of the votes cast at the General Assembly.

9.3 In the event of dissolution of the Association, the General Assembly shall decide on the utilisation of the proceeds of the liquidation.

VII. Entry into force of the Articles of the Association

Art. 10

These Articles of the Association were approved in their present form at the inaugural meeting and come into force immediately.

Lucerne, 31 October 2014

Note: This document is a translation from the 28 February 2024 of the approved statutes. In case of doubt, the German statues take precedence.