Swiss Agile Association

Advancing Agile in Switzerland

Statutes

Art. 1         Name

Under the designation SWISS AGILE ASSOCIATION, there is an association in accordance with the provisions of Art. 60-79 of the Swiss Civil Code (ZGB). Until the dissolution of the association, the use of this name is bound to the purpose and the objectives of the association according to the statutes of 5.12.2017.

Art. 2         Registered Office

The association’s registered office is in Erlenbach.

Art. 3         Purpose and Goal

The purpose of the association consists of the promotion and training of agile working methods in all fields of work and the imparting of the latest developments in the field of Agile development, in particular business agility.

The association sets itself the goal:

  • To regularly conduct or support workshops and events to this end.
  • To enrich Agile developments and innovation in Switzerland by incorporating other related methods and attracting new developments.
  • To seek the friendly cooperation with existing providers and organizations to promote Agile methods worldwide and especially in Switzerland.
  • To promote a fruitful exchange between the Agile scenes worldwide.

Art. 4         Neutrality

The association is politically and denominationally neutral.

Art. 5         Finances

The sources of income of the association are:

  • Membership fees
  • Donations, contributions
  • Proceeds from events
  • Revenue from services and the sale of products.
  • Sponsorship

Art. 6         Membership

The Association consists of voting and non-voting members. Honorary membership is possible.

Members
1 Only natural or legal persons who have their domicile or registered office in Switzerland are members entitled to vote.

2 Natural and legal persons who have rendered outstanding services to the SWISS AGILE ASSOCIATION or the Agile Community in Switzerland may be appointed honorary members. The general assembly decides on honorary memberships.

Admission
The admission to the association is possible at any time.

Membership Fee
The annual membership fee is defined as follows and shall be paid on admission or on January 1st of the current year:

  • Natural Persons: CHF 50.–
  • Legal Persons: CHF 380.–
  • Honorary Members: CHF 0.–

The financial year of the association corresponds to the calendar year.

After examination of the circumstances, the Executive Board may reduce or waive the membership fee for a defined period of time for an affected member due to illness, unemployment or other important reasons.

Resignation  
The withdrawal from the association is possible at any time and must be communicated to the board in writing. The full annual membership fee must be paid for the current year.

Expulsion
A member may be expelled at the request of the board by resolution of the general assembly.

Art. 7         Organization
The governing bodies of the association are:

  • The General Assembly
  • The Executive Board
  • The Auditors

Expenses
The members of the governing bodies of the association are active on a voluntary basis. They are entitled to compensation for their effective, association-specific expenses. For certain events compensation for work performed is possible by resolution of the Executive Board and depending on the financial success of the event. The Executive Board issues expense regulations.

Art. 7a             General Assembly

The General Assembly convenes at least once every year.

Rights  
It is responsible for the following tasks:

  • It decides on the scope of activities of the Executive Board.
  • It elects the Executive Board.
  • It elects the Auditors.
  • It takes note of the association’s management, the annual financial statement and issues the discharge to the Executive Board.
  • It decides on revisions of the statutes of the association.
  • It decides on the proposals submitted by the Executive Board or individual members.
  • It decides on the dissolution of the association

Convening the assembly 
The invitation to the general assembly must be issued in writing at least six weeks before the meeting, stating the items on the agenda. The Executive Board or one-fifth of the members may request the convening of an extraordinary General Assembly by stating the purpose of the meeting.

Motions
Motions from members must reach the Executive Board in writing no later than four weeks before the General Assembly.

Resolutions
The General Assembly has met its quorum if at least five other members are present in addition to the Executive Board. A resolution shall become effective if it is approved by a majority of the members taking part in the vote. The members of the Executive Board take part in votes and elections, too. In the event of a tie, the Chairman of the Board has the casting vote.

Prior to the adoption of resolutions, the members with voting rights ask the non-voting members for their opinion.

Applications for reopening of negotiations of resolutions, revisions of the statutes of the association and resolutions on the dissolution of the association require a majority of two-thirds of those present. Motions of order must be voted on immediately.

Minutes
Minutes are taken of the proceedings

Art. 7b            Executive Board

The Executive Board consists of at least three members.

Election
The term of office is two years. Re-election is possible.

Substitution
During the association year, the board of directors may appoint another board member, which must be confirmed at the next general assembly.

Duties
The Executive Board is responsible for day-to-day business and represents the association in exterior matters. It must keep the books for the association for approval by the general assembly. It is authorized to delegate the day-to-day business and the management of the association’s accounting. The Executive Board meets on invitation as often as the ongoing activities require it.

Resolutions
The Executive Board of constitutes a quorum as soon as more than half of its members are present. The Board passes its resolutions by a majority of the votes. The Chairman shall vote and, in the event of a tie, shall have the casting vote.

Minutes
Minutes are taken of the proceedings.

Signatory
The members of the Executive Board have collective signatory powers by two for all legally binding transactions. The Executive Board has to give account and report to the President.

Chairman’s Office
The chairman’s office takes care of the day-to-day business assigned to it by the Executive Board and chairs the meetings. The chairman’s office shall be accountable to the Executive Board and the General Assembly.

Art. 7c             Auditors

The control authority consists of one person who may not be a member of the Executive Board.

Election
The term of office is two years. Re-election is possible.

Duties
It audits the annual financial statements and carries out at least one audit each year. It reports in writing to the Executive Board for the attention of the General Assembly.

Art. 8         Liability

Only the association funds bear liability for the association.

Art. 9         Dissolution

The dissolution of the association is decided by a resolution of an extraordinary General Assembly called for this purpose and with a majority of two-thirds of the members present.

The remaining assets of the association will be used in accordance with the resolution of the concluding General Assembly.

Art. 10       Language

These statutes are published in English and German. In case of contradictions between the different versions, the German version is binding.

These statutes become effective with their approval by the founder’s assembly.

Erlenbach, 5.12.2017