I. Name, Domicile and Purpose
Under the name “Handelskammer Schweiz-Armenien” (hereinafter referred to as “Chamber”) exists an association according to the articles 60 et seq. of the Swiss Civil Code with an office in Baar. The Association is subject to the provisions of the Swiss Civil Code and to the present Articles of Association. Furthermore, internal rules of organization may be enacted.
The “Handelskammer Schweiz-Armenien” names itself as “Chambre de Commerce Suisse-Arménie” in the French language and as “Chamber of Commerce Switzerland-Armenia” in the English language.
The purpose of the Chamber is the mutual promotion of commerce and business relations between Switzerland and Armenia.
In order to fulfill this purpose, the Chamber maintains continuous contact with Armenian and Swiss authorities, economic associations and companies, banking institutions, business people and manufacturers, as well as with other related formal and informal institutions. It provides mediation and negotiation services to its members when appropriate; gives advice on economic and commercial relations, and issues publications.
The Chamber does not engage in commercial activities, but may advertise commercial goods or services.
The Chamber is politically neutral.
Individuals as well as legal entities may become members of the Chamber.
Personalities who have rendered outstanding services to Swiss-Armenian economic and business relations or to the Chamber may be appointed “honorary members” by the General Assembly.
Membership is initiated with formal admission and is terminated with retirement from membership, death, dissolution as legal entity, exclusion or dissolution of the Chamber.
Anyone who wants to become a member of the Chamber must send a written subscription of admission to the Board of Directors.
The Board of Directors decides definitively on admission. A refusal of admission need not to be justified.
Retirement from membership takes place at the end of a business year only and is subject to a two month notice period.
If a member commits a serious breach of his/her obligations towards the Chamber, the Board of Directors may decide on his/her exclusion. This decision may be appealed before the next General Assembly within 30 days. The General Assembly decision on exclusion is definitive.
III. Rights and Obligations of the Members
Members have the right to receive advice and support concerning the Swiss-Armenian exchange of goods and services, and to receive the Chamber’s publications free of charge. If a member asks for exhaustive or particularly time-consuming expertise, mediation or negotiations, the Chamber may charge a fee agreed upon in advance. Furthermore, the Chamber has a right to compensation for expenses incurred therein.
The Chamber has the right to refuse to pro-vide services to non-members. If the Cham-ber does provide services to non-members, it must follow the provisions of a fee regulation issued by the Board of Directors.
Members shall strive to promote the Chamber’s endeavors and its work. Furthermore, they commit to respectable conduct.
Members must pay annual contributions decided upon by the General Assembly. Member contributions become due upon request of payment. Contributions must be paid within 30 days, not later than one-week prior to the ordinary General Assembly.
- The General Assembly;
- The Board of Directors;
- The Executive Board;
- The Auditors.
The General Assembly
The supreme body of this organization is the General Assembly, at which every member has one vote.
Legal entities exercise their votes through an agent. Representation by agents is allowed, but one person cannot represent more than one member.
The ordinary General Assembly takes place during the first semester of the calendar year.
The General Assembly presides over and wields the following specific powers:
- Changes to the Articles of Association
- Election of the Board of Directors and of the President, Vice-President;
- Approval of the annual business report of the Board of Directors;
- Approval of the annual financial statement;
- Determination of the amount of member contributions;
- Election of the Auditors;
- Decisions on all matters submitted to the General Assembly by the Board of Di-rectors;
- Dissolution of the Chamber;
Extraordinary General Assemblies may be called based on a decision of the Board of Directors.
The calling of an Extraordinary General Assembly is compulsory by a written re-quest introduced by at least 1/5 of all members.
The General Assembly is called by the Board of Directors.
The calling of a General Assembly is made by way of a formal invitation circulation at least 14 days prior to the meeting. The invitation shall contain the agenda.
The President or the Vice President of the Chamber chairs the General Assembly. In case of their absence, the Managing Director of the Executive Board Chairs the General Assembly.
Each duly convened general meeting is qualified for voting. Decisions may be taken only on matters which are on the agenda. Voting in the course of business as usual occurs upon affairs or board elections and takes place on the basis of simple majority, exercised by show of hands, unless the Assembly opts for votation by secret ballot. The chairperson of the General Assembly also votes and has a deciding vote in the event of a tie vote.
The Board of Directors
The Board of Directors (hereinafter referred to as the “Board”) consists of at least 3 members: the President, the Vice President and the Treasurer, all elected by the General Assembly. The Board decides on the functions of its additional members. The term of office is three years, and re-election is permitted with a maximum ceiling of three consecutive terms. If a Board member drops out during his or her term of office, the Board may elect a replacement. Such replacement must however be confirmed by the following General Meeting.
The Board is in charge of the Chamber and represents it vis-a-vis third parties. It deter-mines the guiding principles of the Chamber’s activities and its position in economic and commercial matters. It may enact internal rules of organization.
The Treasurer and the President, or the Vice President or any other Member of the Executive Board have the authority to sign for the Chamber, always with joint signature by two.
The Board can employ necessary staff to take care of day-to-day business.
The Board has the right to delegate certain functions to individual members or non-members.
The Board may create regional sections, to promote the Chamber’s activities.
The Board’s meetings are called and chaired by the President or by the Vice President or by the Managing Director. The Chairing per-son also votes and has a deciding vote in the event of a tie vote.
Votes by way of circulation are valid if no member of the Board has expressly requested the decision on the matter at a Board Meeting.
The Executive Board
The Executive Board is comprised of experts who voluntarily offer their input, ideas and advice to the elected Board of Directors. Its members shall be appointed by the Chamber’s Board of Directors. The Executive Board is elected by the Board of Directors by simple majority and its administrative period is the same as that of the Board of Directors (three years).
The Executive Board appoints one of its members as Managing Director of this Board.
The responsibility of the Executive Board is to make recommendations to the Board of Directors according to the general guidelines adopted by the General Assembly and to prepare and implement the yearly working plan. The Executive Board’s role shall be administrative and advisory.
The ultimate responsibility for the management of the Chambers’ overall affairs shall remain within the Board of Directors.
The ordinary General Assembly annually elects one or several auditors for the duration of one business year.
Auditors control all annual financial statements, cash flow and accounting. They may at any time request in written form to review the financial records and receipts and to verify net cash balance.
They shall give a report on the result of their audit to the Board for the attention of the ordinary General Assembly.
V. Liability and Assets
Only assets of the Chamber are liable for its debts. Any personal liability of members for the liabilities of the Chamber beyond their ordinary yearly contributions is excluded.
The association’s assets belong only to the chamber as such. Any individual or legal member has no right to it.
Members who retire or are excluded have no rights to the assets of the Chamber.
Upon dissolution of the Chamber, any and all assets remaining after the payment of all liabilities shall be transferred to an accredited charity institution registered in Switzerland, to be decided upon by the General Assembly.
VI. Business Year
The business year of the Chamber corresponds to the calendar year.
VII. Amendments to the Articles and Dissolution
Amendments to the present Articles and the dissolution of the Chamber require a ¾ majority of all present members entitled to vote during General Assembly.
VIII. Subsidiary Law
Inasmuch as the present Articles do not contain an express provision, the provisions of Art. 60 et seq. of the Swiss Civil Code shall apply.
The present Articles have been approved by the General Assembly on August 14, 2016 in Baar and become effective immediately.
The German version of these Articles shall prevail.
Baar, 14. August 2016
Download The Articles of Association (PDF).