Articles of Association

ARTICLES OF ASSOCIATION

Young Professionals Association

with headquarters in Zurich

 

    1. Name and headquarters

Young Professionals Association (abbreviated YPA) with headquarters in Zurich is an Association in accordance with Art. 60 ff.ZGB.

    1. Goal

The Association aims to connect inter-professionally between like-minded ambitious young mangers and specialists, to represent the interests of this generation within economy, politics and community and to encourage the exchange between people of this generation and business, politics and civil community. The Association is confessional neutral and politically independent.

    1. Finance

The Association is mainly financed by membership and donates. The Board determines the categories and contributions of membership. The Board could install one or more sponsor-categories. The liability of the Association is limited to the Association’s assets and to the exclusion of any personal liability of the members.

    1. Membership

Membership registration is fundamentally open for all natural persons who are interested in the Association’s goal.

The Board establishes an admission application through which it finally decides on the application. The Board has the right to decline an application without any justification.

Member are not bound to co-operate within YPA. Member, aged between 25 and 45 have the right to vote and the right of election in the General Assembly and the according rights (eligible to speak and to make proposals). Otherwise all members have the same rights. In particular non-voting members have the fundamental right to attend the Association.

    1. Expiry of membership

Membership expires because of resignation, suspension or death.

    1. Resignation and suspension

Resignation is only possible at the end of the year. The Board establishes the declaration of resignation, which needs to be communicated towards and addressed to it before November, 30th.

The Board can suspend a member in case the member damages the Association or the Association’s life sustainably disrupt. The member will be heard before he Board decides on its suspension. However, a member could be suspended without hearing when it fails to pay its membership within a reasonable time after notification. The Board then decides on resignation with 2/3 majority.

In case a membership is made based on false information, the member is suspended with immediate effect and without refund of the membership contribution.

    1. Association’s organs

  • The Organs of the Association are as follows:General Assembly
  • The Board
  • The Department of Revision (independent and external)

 

    1. General Assembly

The General Assembly is the highest Organ of the Association. The ordinary General Assembly takes place once a year and is properly convened by the Board.

3 weeks before the ordinary General Assembly the members are convened regarding this or by the Board established communication and with the agenda attached.

The ordinary General Assembly has the following indefeasible functions:

  • Elect the Board and the Auditor
  • Define and amend the Articles
  • Accept the financial statement and the Auditors’ report
  • Agree the annual budget
  • Pass a resolution on the dissolution of the Association

Each voting member has a vote. To pass a resolution needs majority. The President has final deciding vote.

The extra-ordinary General Assembly can be convened through the Board communication by:

  • The chairperson (President)
  • 2 Board members
  • 1/5 of the members, respectively with agenda

Each properly convened General Assembly is competent. The Assembly is represented by the President or when he is hindered, by a member designated by the Board.

    1. The Board

Only voting members are eligible.

The Board consists minimum of one Chairperson (President), one Vice-Chairperson (Vice-President male) and one Vice-Chairperson (Vice-President female) together with the managing director. Member can be heard by the Board. The Board represents the Association externally and manages daily business. The Board shall always pass resolutions on all matters, which are not allocated to the General Assembly according to the Law and the Articles.

The term of office of the members of the Board is 2 years in the event the General Assembly does not decide otherwise.

The Managing Director receives a yearly lump sum compensation for his function, which is determined by the Board. The other members of the Board basically work voluntary. The President decides on the expenses.

The Board is convoked in case the procuration of the accrued transactions requires so. Each member of the Board has the right to convoke the Board. Minutes of the Board’s meeting will be taken. Incidentally the Board shall constitute itself.

The Board can decide to delegate tasks and responsibilities to external committees, who could hear voting members (not member of the Board).

    1. Auditors

The General Assembly elects yearly at least one auditor who controls the accounts. The Auditors draft the ordinary General Assembly’s report regarding the verification of the accountancy and the financial statement. At any time they have unlimited right to inspect the accountancy, the invoices and the receipts.

    1. Signature

The Association shall be bound through a collectively of signatures from the Chairperson together with another member of the Board.

    1. Liability articles

The liability of the Association is limited to the Association’s assets and to the exclusion of any personal liability of the members.

    1. Amendments of the Articles

The Articles can be amended with the consent of 2/3 of the present members.

    1. Fiscal year

The Association’s fiscal year corresponds to the calendar year.

    1. Dissolution

The dissolution of the Association can be decided by the General Assembly by a 2/3 (simple) majority of the members present.

In case less than 2/3 of the members are present, a second General Assembly will be held. The dissolution of the Association can then be decided by the General Assembly by less than 2/3 of the members present.

In the event of the dissolution of the Association, the Association’s assets shall be transferred to an institution, which may have the same or similar object.

    1. Come into force

These Articles were adopted during the Founding Assembly on 2017 March, 13th and came into force on that day.