Constitution of the
Association of Muslim Professionals in Switzerland
I. NAME, REGISTERED OFFICE and PURPOSE
Art. 1: Name, duration, legal form and registered office
Under the name of
Muslimischer Berufsverband Schweiz
(Association of Muslim Professionals Switzerland)
(Association Professionnelle des Musulmans Suisse)
exists for an indefinite period of time an association within the meaning of art. 60 et seq. of the Swiss Civil Code (CC).
The registered office of the Association is in Zurich.
Art. 2: Purpose
The association aims to preserve and promote the socio-economic status of all Muslims residing in Switzerland. In particular, the association organises conferences, seminars and workshops, supports Muslims in entering the job market, promotes their professional and personal exchange, advises them in all professional matters and represents their interests externally.
The Association may hold participations in other companies, and acquire, exploit, administer and dispose of real estate and intellectual property rights, establish subsidiaries and branch offices in Switzerland and abroad and carry out all acts implicated by its purpose or which may be appropriate to promote its development or the development of the group.
Art. 3: Resources
The resources of the Association for the pursuit of its purpose consist in particular of:
a) donations or other voluntary contributions of all kind;
b) membership subscriptions, which may be set by the General Meeting at the request of the board;
as well as
c) any other resources authorized by law.
The amount of the resources depends on the financial needs necessary to pursue the purpose of the Association based on the annual budget and is determined annually by the general meeting of the Association after approval of the budget as proposed by the board of directors.
Art. 4: Membership requirements
Any natural or legal entity can become a member of the Association.
Art. 5: Member obligations
The members undertake to comply with the articles of association and any regulations of the association as well as to pay the respective membership fees.
Art. 6: Membership fee
The membership fee shall be paid annually (calender year). This amounts to CHF 80.
Low earners (trainees, students, etc.) may apply to the Executive Committee for a reduction of the annual membership fee. The relevant circumstances must be presented in a credible manner (confirmation of enrolment, internship contract, etc.). In this case, the annual membership fee will be reduced to CHF 30.
Art. 7: Admission
Members of the Association may be natural persons of the Muslim religion as well as legal entities controlled by natural persons of the Muslim religion who recognize and are willing to promote the purpose of the Association.
Applications for membership must be submitted in writing to the Board. The Board shall decide on admission. It may reject an applicant without giving reasons.
Art. 8: Resignation and exclusion
The membership is terminated:
1. by resignation with a written notice of three months to the Executive Committee of the Association;
2. by non-payment of the membership fee after two reminders. The loss of membership shall be announced at the second reminder;
3. by expulsion due to damaging behaviour. Expulsion shall be pronounced by the Executive Committee. As a rule, the decision to exclude a member shall be taken only after the member has been heard, shall be notified to the member in writing and shall be effective immediately. There shall be no right of appeal to the General Assembly. An exclusion can take place without giving reasons;
4. by death.
Art. 9: Obligations after membership
Irrespective of whether a member has resigned or been expelled from the Association, the member shall be bound by the obligations and restrictions laid down in these articles of association and any supplementary regulations, both during and to the extent applicable, after termination of membership.
Art. 10: Bodies
The bodies of the Association are:
1. the Members’ Assembly;
2. the Board;
3. the Auditor.
A. MEMBERS ASSEMBLY
Art. 11: Powers
The Members’ Assembly is the supreme governing body of the Association.
Its competence includes, in particular:
1. to appoint and to dismiss the directors;
2. resolve on annual budget of the Association;
3. to approve the annual financial statements;
4. to grant release to the board of directors;
5. to determine the subscriptions to be paid by the members;
6. to resolve on the adoption and amendment of the articles of association;
7. to resolve on the dissolution of the Association;
8. adopting supplementary regulations;
9. to pass resolutions on matters which are reserved for it by law or by the articles of association or which are presented by the board of directors.
Art. 12: Convening
The Members’ Assembly is convened by the president of the board of directors upon resolution of the board of directors.
The ordinary Members’ Assembly shall take place at least once a year, at the latest six months after the end of the business year of the Association.
In the case of ordinary meetings of the Association, notice must be given at least 20 days, in the case of extraordinary meetings at least 10 days before the meeting. The notice must contain the items of business to be discussed.
Art. 13: Voting rights and adoption of resolutions
Each member has one vote at the Members’ Assembly. Members may have their vote represented at the general meeting by a third party who need not be a member of the Association.
The Members’ Assembly passes its resolutions and carries out elections, unless the articles of association or supplementary regulations requires otherwise, by a majority of the votes present or represented.
Art. 14: Virtual Members’ assembly
Members’ assemblies may also be held by means of bidirectional audio or audio-visual transmission, in particular via telephone, Skype, Zoom, WhatsApp or Telegram, unless the majority of the members requests consultation in a physical meeting and provided that the members participating by means of interactive audio or audio-visual transmission are clearly identifiable.
Hybrid forms between physical and virtual general meetings are possible.
Art. 15: Passing of circular resolutions
The board may decide not to hold a Members’ Assembly and instead to submit the draft resolutions to the members by circular vote as original ballot.
B. THE BOARD OF DIRECTORS
Art. 16: Board
The board consists of one or more members. It constitutes itself and regulates the signing power of the members of the board.
Only members who have been members of the Association for at least two years are eligible for election to the board. The board shall be elected annually at the ordinary Members’ Assembly in the sense of a general renewal election. A re-elections are possible.
The competence of the board of directors includes, in particular:
1. preparing the Members’ Assembly;
2. executing the resolutions of the Members’ Assembly;
3. dealing with suggestions, motions and complaints of members of the Association;
4. preparing the budget and the annual accounts;
5. administering the assets of the Association;
6. activities relating to the fulfilment of the purpose of the Association;
7. monitoring compliance with the legal and statutory obligations of the members of the Association according to the provisions of supplementary regulations;
8. Establishment, control and suspension of specialised committees.
In addition, it is entitled to all other powers which are not expressly reserved by law or the articles of association to another governing body of the Association.
Art. 17: Representation
Externally, the association is represented by the board.
Art. 18: Convening of meetings
Meetings of the board shall be convened by the president, as often as required by the business. In addition, any director may request that a meeting be convened without delay, stating reasons, agenda items and motions.
Calling notices shall be given reasonably in advance and shall indicate the agenda items.
Art. 19: Meetings of the board
The board shall meet at least once every calendar quarter. The meetings of the board of directors are chaired by the president or, in his absence, by the vice president.
Every director has one vote. Unless otherwise provided in the articles of association, resolutions of the board of directors shall be adopted by the majority of the votes cast.
By order of the president or, in his absence, by order of the vice president, meetings of the board of directors may also be held by means of bidirectional audio or audio-visual transmission, in particular via telephone, Skype, Zoom, WhatsApp or Telegram, unless the majority of the directors requests consultation in a physical meeting and provided that the directors participating by means of interactive audio or audio-visual transmission are clearly identifiable.
Art. 20: Minutes
Minutes shall be kept of the meetings of the board.
Art. 21: Circular resolutions
Resolutions can be passed and elections carried out without holding a meeting of the board of directors by obtaining the written consent of the directors to a given proposal (in particular by letter, fax or electronic mail), provided that no director requests oral deliberation.
The president shall be responsible for the procedure adopting circular resolutions.
Art. 22: Auditors
The Association must have its accounts duly audited by an auditor if two of the following values are exceeded in two consecutive financial years: (i) total assets of 10 million Swiss francs, (ii) sales of 20 million Swiss francs; (iii) 50 full-time equivalents on an annual average.
The books of the Association are to be closed annually. In cases where auditors are elected, they are obliged to audit the annual financial statements of the Association and to report to the ordinary Association Assembly about the results of their audit.
IV. FURTHER PROVISIONS
Art. 23: Liability
Only the Association’s assets are liable for the Association’s obligations.
Art. 24: Dissolution and liquidation
If the dissolution is resolved upon, the liquidation is to be carried out by the board of directors, unless the general meeting appoints special liquidators.
In the event of dissolution of the Association, the general meeting shall decide on the use of any remaining assets of the Association once all of the debts of the Association have been paid.
Art. 25: Disputes in association matters
All disputes arising out of or in connection with the Association shall be governed by Swiss law.
Art. 26: Governing language
The German version of the Articles of Association shall prevail.