NAME AND HEADQUARTERS
Agile Zürich is a non-profit association governed by the present statutes and, secondly, by Articles 60 et seq. of the Swiss Civil Code. It is neutral politically, and non-denominational.
The Organization’s headquarters are located in the State of Zürich.
The Association shall be unlimited.
The Association shall pursue the following aim(s): spreading knowledge about agile practices and meaning behind them.
The Association’s resources are derived from:
- donations and legacies;
- public subsidies;
- membership fees;
- any other resources authorized by the law.
The funds shall be used in accordance with the Association’s social aims.
Any physical person or legal entity may become a member if they have demonstrated their dedication to the goals of the Association through their commitments or actions.
The Association comprises:
- founding members
Requests to become a member must be addressed to the Committee. The Committee admits new members and informs the General Assembly accordingly.
- On death;
- By written resignation thereby notifying the Committee two weeks in advance;
- By exclusion ordered by the Committee, for just cause, with a right of appeal to the General Assembly. Appeals must be lodged within 30 days of the Committee’s decision being notified;
- For non-payment of dues for more than one year.
In all cases the membership fee for the current year remains due. Members who have resigned or who are excluded have no rights to any part of the Association’s assets.
Only the Association’s assets may be used for obligations/commitments contracted in its name. Members have no personal liability.
The Association shall include the following organs:
- General Assembly,
- Executive Committee,
The General Assembly is the Association’s supreme authority. It is composed of all the members.
It shall hold an Ordinary Meeting once each year. It may also hold an extraordinary session whenever necessary, at the request of the Committee or at least of one-fifth of its members.
The General Assembly shall be considered valid regardless of the number of members present.
The Committee shall inform the members in writing of the date of the General Assembly at least two weeks in advance. The notification, including the proposed agenda, shall be sent to each member at least 10 days prior to the date of the meeting.
The General Assembly:
- Shall approve the admission and expulsion of members;
- Appoints the members of the Committee and elects, at a minimum, the President, the Secretary and the Treasurer;
- Notes the contents of the reports and financial statements for the year and votes on their adoption;
- Approves the annual budget;
- Supervises the activity of other organs, which it may dismiss, stating the grounds therefore;
- Appoints an auditor for the Organization’s accounts;
- Decides on any modification of statutes;
- Decides on the dissolution of the Association;
- Fixes the annual membership fees.
The General Assembly is presided over by the President.
Decisions of the General Assembly shall be taken by a majority vote of the members present. In case of deadlock, the Secretary shall have the casting vote.
Decisions concerning the amendment of the Statutes and the dissolution of the Association must be approved by a two-third majority of the members present.
Votes are by a show of hands. Voting can also take place by secret ballot, if at least five members request it.
The agenda of the ordinary annual session of the General Assembly must include:
- Approval of the Minutes of the previous General Assembly
- Approval of the Committee’s annual Activity Report
- Approval of the report of the Treasurer and of the Auditor
- Approval of the budget
- Approval of reports and accounts
- Election of Committee members and Auditor
- Miscellaneous business
The Committee is authorized to carry out all acts that further the purposes of the Association. It has the most extensive powers to manage the Association’s day-to-day affairs.
The Committee is composed of at least two members elected by the General Assembly. Each member’s term of office shall last indefinitely. The Committee meets as often as the Association’s business requires.
The Committee members work on a volunteer basis and as such can only be reimbursed for their actual expenses and travel costs. Potential attendance fees cannot exceed those paid for official commissions. For activities beyond the usual function, each Committee member is eligible for appropriate compensation.
The paid employees of the Association have only a consultative vote on the Committee.
The functions of the Committee are:
- to take the appropriate measures to achieve the goals of the Association;
- to convene the ordinary and extraordinary General Assemblies;
- to take decisions with regard to admission of new members as well as the resignation and possible expulsion of members;
- to ensure that Statutes are applied, to draft rules of procedure, and to administer the assets of the Association.
Each year the General Assembly appoints two auditors. It may also entrust this task to a fiduciary company.
The auditors shall check the operating and annual accounts prepared by the committee and present a written and detailed report to the annual ordinary general meeting.
SIGNATURE AND REPRESENTATION
The Association is legally bound by the joint signature of the President, the Secretary and the Treasurer.
The financial year shall begin on 1 January and end on 31 December of each year.
Should the Association be dissolved, the available assets should be transferred to a non-profit organization pursuing public interest goals similar to those of the Association and likewise benefiting from tax exemption. Under no circumstances should the assets be returned to the founders or members. Nor should they use a part or a total of assets for their own benefit.
The present Statutes have been approved by the Constituent General Assembly of September 10th, 2018, Zürich, Switzerland.