Constitution

 

Constitution of the 

Association of Muslim Professionals in Switzerland

I. NAME, REGISTERED OFFICE and PURPOSE

Art. 1 Name

This Association (hereinafter referred to as “The Association”) exists with the name “Muslimischer Berufsverband Schweiz” as per art. 60 ff. Swiss Civil Code (ZGB) as a legal entity. The Association exists for an indefinite period.

 

Art. 2 Registered office

The registered office of the Association shall be in 8047 Zurich.

 

Art. 3 Purpose

The purpose of the Association is to safeguard and promote the socio-economic well being of Muslims residing in Switzerland. In particular, the Association will organise conferences, seminars, workshops, support Muslims entering the job market, promote professional and personal exchanges, advise them in professional matters and represents their interests externally.

Properties can be acquired, sold, built on, encumbered, rented and leased. The Association does not seek to make a profit. The formation of the Association’s own assets is limited to securing the existence and continuity of the Association.

 

II. MEMBERSHIP 

Art. 4 Members

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 prepared to promote the aim and purpose of the Association.

The Association consists of active and passive members. Applications for membership must be submitted in writing to the Executive Committee. The Executive Committee shall decide on admission. It may reject an application for membership without giving reasons.

 

Art. 5 Membership fee

The membership fee shall be paid annually. 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. 

The membership fees irrevocably serve the altruistic purpose of The Association to preserve and promote the socio-economic status of the Muslim population in Switzerland.

 

Art. 6 Exclusion and loss of membership

Membership may be 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.

 

III. ORGANISATION

Art. 7 Bodies

The bodies of the Swiss Muslim Professional Association are:

1. the General Assembly;
2. the Executive Committee;
3. the Auditors.

 

Art. 8 Compensation of the bodies

The members of the Executive Committee work in an honorary capacity and are in principle only entitled to compensation for their actual expenses and cash outlays. Appropriate compensation may be paid for special services rendered by individual Committee members.

The auditors may be compensated for their expenses.

 

A. General Assembly

Art. 9 Ordinary General Assembly

The ordinary general meeting shall be held annually within the first six months of the year. An invitation to the General Assembly shall be made in writing by the Executive Committee with at least 20 days notice, providing an agenda. Motions for the attention of the General Assembly shall be submitted in writing to the President at least two weeks in advance.

 

Art. 10 Extraordinary General Meeting

An Extraordinary General Meeting shall be convened by resolution of the Executive Committee, at the request of at least one fifth of the members or at the request of the Auditors. The invitation must be sent ten days before the meeting.

 

Art. 11 Tasks and competences

The General Assembly shall have the following duties and powers:

1. acceptance of the annual report, the annual accounts and the balance sheet as well as the report of the auditors;
2. discharge of the Executive Committee and the Auditors;
3. approval of the annual budget;
4. election of the President, the other members of the Executive Committee and the Auditors;
5. dealing with motions of the Executive Committee and the members, dealing with appeals;
6. amendment of the Constitution;
7. dissolution of the Association.

 

Art. 12 Passing of resolutions

Resolutions at the General Assembly shall be passed by open vote with a simple majority. Voting shall be by secret ballot only if expressly requested by a majority of the members present. In the event of a tie, the President shall not have a casting vote.

All members present shall have equal voting rights. Proxy voting shall only be permitted by another member of the Association. The member concerned shall be excluded from voting when a resolution is passed on the discharge, on a legal transaction or on a legal dispute between him/her and the Association.

 

B. Executive Committee

Art. 13 Composition and election

The Executive Committee shall consist of at least two members. Only those who have been members of the Association for at least two years and have the necessary professional qualifications shall be eligible for election. The right to unanimous election is reserved. The Executive Committee shall be elected every three years by the General Assembly in the sense of an overall renewal election. Re-election is possible.

At the request of the Executive Committee, the Executive Committee may be extended during a term of office at the General Assembly.

 

Art. 14 Constitution, convening and passing resolutions.

It shall constitute itself. The Executive Committee shall constitute a quorum if at least two members are present. It shall be convened at the request of the President or Vice-President or at the request of a member of the Executive Committee.

The Executive Committee shall take its decisions by an absolute majority of the members present. Even in the event of a tie, the President shall have a simple vote. Resolutions of the Executive Committee may also be passed in writing or by means of an electronic medium (e-mail, SMS, etc.). In this case, the proposal shall be deemed accepted as soon as all members of the Executive Board have given their consent.

 

Art. 15 Resignation and dismissal

Any member of the Executive Committee shall have the right to resign at any time, provided that he/she gives the Executive Committee at least three months’ notice in writing. An existing Executive Committee member may be dismissed at the request of 2/3 of all members.

If members of the Executive Committee resign during their term of office, the Executive Committee shall automatically replace them. Such elections shall be submitted for confirmation at the next General Assembly.

 

Art. 16 Powers

The Executive Committee shall have all powers not expressly reserved to the General Assembly. These are in particular

1. To prepare and conduct the Ordinary and Extraordinary General Assembly;
2. Preparation of statues, proposals and regulations;
3. admission and exclusion of members;
4. Management of the Association.

 

Art. 17 External representation

The Executive Committee shall represent the Association externally. It shall sign collectively with two signatories.

 

C. Auditors 

Art. 18 Election, independence and duties

The General Assembly shall elect a licensed auditor as auditor in accordance with the provisions of the Audit Supervision Act.

One or more natural or legal persons or partnerships (collective proprietorship or limited partnerships) may be elected as Auditors. At least one member of the auditors must have his or her domicile, registered office or a registered branch office in Switzerland. 

The independence of the auditors is determined by art. 906 in conjunction with art. 729 CO. The duties of the auditors is determined by art. 906 in conjunction with art. 729 CO. art. 729a et seq. of the Swiss Code of Obligations. The auditors shall submit a written report and a proposal to the General Assembly.

 

Art. 19 Term of office

The Auditors shall be elected for a term of two financial years. Their term of office ends with the acceptance of the last annual accounts. Re-election is possible. The Auditors may be dismissed at any time with immediate effect.

 

Art. 20 Waiver 

With the consent of all members, the election of an auditor may be waived at the General Assembly if the Association does not meet the requirements for an ordinary audit and has no more than ten full-time employees on an annual average (opting-out). A waiver shall also apply to subsequent years. The performance of a limited audit may only be requested within the framework of art. 69b par. 2 Swiss Civil Code (ZGB). A request to this effect must be submitted to the Executive Committee no later than 30 days prior to the General Assembly. However, the resolutions of the General Assembly concerning the annual accounts etc. may then only be passed after the audit report has been submitted. In the event of an opting-out, all provisions of the statutes concerning the auditors shall not apply.

 

IV. THE ASSOCIATION’S ASSETS

Art. 21 Composition

The assets of the Association shall consist of membership fees, surpluses from the operating accounts, any donations, contributions to events and bequests.

 

Art. 22 Accounting

Bookkeeping and the closing of accounts shall be carried out in accordance with commercial principles. Articles 957 to 960e CO shall apply. The assets may be entered in the balance sheet at no more than the acquisition and construction costs. Any benefits received from the federal government, canton or community shall be disclosed. In addition, appropriate depreciations shall be made. 

The financial year shall be the calendar year. The first financial year shall end on 31 December 2021.

The annual accounts shall be available for inspection by the members at the Association’s registered office no later than 14 days before the ordinary General Assembly, together with any auditors’ report. The balance sheet, profit and loss account shall be sent to the members with the invitation to the ordinary General Assembly.

 

Art. 23 Liability

The Association’s assets shall be exclusively liable for the Association’s debts. The personal liability and obligation of members to make additional contributions shall be excluded. Members whose membership ceases before the dissolution of the Association shall have no claim on the assets of the Association.

 

V. FINAL PROVISIONS

Art. 24 Communications

Notices from the Association to members shall be made in writing or electronically to the addresses known to the Executive Committee. 

 

Art. 25 Amendments to the Statutes

A three-quarters majority of the votes present shall be required for the adoption of any amendment to the Statutes.

 

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