Statutes of the Sitterwerk Association

Art. 1 Name, Registered Office
The name «Verein Sitterwerk» refers to an Association in the sense of Art. 60ff. of the Swiss civil code, and has its registered office in St.Gallen.

Art. 2 Purpose
The purpose of the Association is the financial support of the Sitterwerk Foundation. The Association transfers the income that it does not itself require for the task of acquiring new members and fundraising to the Sitterwerk Foundation twice a year.

Art. 3 Membership
1) Members of the Association can be juristic persons, communities, corporate bodies, and public agencies as well as individuals.
2) It is possible to become a Member of the Association at any time. This occurs through payment of the annual membership fee.
3) Membership in the Association can be terminated at any time. Resigning from the Association takes place by means of a written statement to the Executive Board of the Association or non-payment of the annual membership fee despite two reminders to do so.
4) Employees of the Kunstgiesserei and of the Sitterwerk can become Members of the Association at any time as so-called “professional Members” by means of a simple declaration, and are not required to pay an annual membership fee. With the end of their employment, their professional membership also expires.

GENERAL ASSEMBLY

Art. 4 Convening of a General Assembly
The ordinary General Assembly takes place every two years. Extraordinary General Assemblies are convened based on a decision by the Executive Board or when at least one fifth of the Members of the Association request such an assembly in writing with a specification of the items to be on the agenda.

Art. 5 Responsibilities
The General Assembly is responsible for:
1) the specification and amendment of the Articles,
2) the approval of the annual statement of accounts from the Executive Board,
3) the election the Executive Board, the President, and the Treasurer,
4) the stipulation of the annual membership fee,
5) the dissolution the Association.

Art. 6 Resolutions
1) The General Assembly shall form a quorum when it has been announced to the members at least 14 days in advance in writing with specification of the items on the agenda.
2) Items that are not listed on the agenda can only adopted in the sense of recommendations to the Executive Board or adopted as business to be included on the list of items on the agenda for the next General Assembly.

Art. 7 Voting and Elections
Voting and elections takes place by means of an open show of hands. When a vote is taken, the absolute majority of the votes makes the decision, in the case of elections, an absolute majority in the first vote and a relative majority in the second vote.

EXECUTIVE BOARD

Art. 8 Constitution, Substitution
The Executive Board consists of at least 3 members. It is elected and/or confirmed by the General Assembly every 2 years. The President is also elected and/or confirmed by the General Assembly every two years.

Art. 9 Convening of Board Meetings, Passing of Resolutions
1) The Board convenes by invitation of the President. Every Member of the Board can request the President to convene a meeting.
2) The Board forms a quorum when at least half of its Members are present. In the case of a tie vote, the vote of the President counts twice.

Art. 10 Responsibilities
1) The Board is responsible for the managing of all the business of the Association that is not reserved for the General Assembly.
2) The Board is responsible in particular for the preparation of the annual statement of accounts; if irregularities are detected in years when no ordinary General Assembly is convened, the Board convenes an extraordinary General Assembly.
3) The Board determines the signing rights of its Members, for which two of its representatives shall have a joint signature.
4) The Board has access to the report and annual statement of accounts of the Sitterwerk Foundation.

Art. 11 Compensation
The Members of the Board perform their function in an honorary capacity, but are entitled to compensation for any expenses they incur for the Association.

Art. 12 Treasurer
1) The General Assembly can designate the Treasurer of the Sitterwerk Foundation as the Treasurer of the Association. If it does not do so, it has to elect at least two Auditors.
2) The Treasurer is responsible for checking the annual statement of accounts and reporting to the Board and the General Assembly.

Art. 13 Annual Statement of Accounts
The annual statement of accounts is completed at the end of the year. By decision of the General Assembly, the closing date can be be reset.

Art. 14 Financial Issues and Liability
1. The financial means of the Association consist of:
a. the membership fee, which is determined periodically by the General Assembly,
b. voluntary contributions and donations,
c. contributions from the public sector.

2. Solely the Association’s funds shall be liable for the liability of the Association to the exclusion of the personal liability of the members.

Art. 15 Dissolution
If the Association is dissolved, all assets that remain after all the obligations of the Association have been fulfilled are transferred in full to the Sitterwerk Foundation.

Update: St.Gallen, HV from May 18, 2011