Legal statutes of the Vivere association
Aims and legal organisation of the governing body
‘Vivere’ is a non profit-making organisation governed by the following statutes and from article 60 onwards of the ‘Code civil suisse’ (Swiss civil code). ‘Vivere’ is both secular and politically independent.
The aim of the organisation, in accordance with its charter is:
“to bring help to victims of unacceptable discrimination by intervening directly so that these people can be given the chance to live a decent life ”
In order to achieve this goal, ‘Vivere’ engages in both direct and indirect action.
The organisation is based in Lausanne at: 7 Avenue d’Yverdon, 1004 Lausanne, in the canton of Vaud. Any future change of address will not in any way affect the present statutes.
The organisation exists in perpetuity.
The organisation is made up of 3 bodies:
- The General Assembly
- The Board
- The Audit Committee
Resources are drawn variously from membership subscriptions, donations, subsidies, financial partnership in projects with other organisations, various gifts, sponsorship, wills or legacies, funds raised during events organised by ‘Vivere’-for example, collections and profits from sale of merchandise. If circumstances dictate, government grants and social funds are also solicited.
The projects start their year on 1st January and end on the 31st December
The treasurer is responsible for managing ‘Vivere’s’ accounts. The general assembly appoints auditors to check the accounts and must also then approve the accounts before submitting them to the board.
Any involvement undertaken by ‘Vivere’ is guaranteed by its assets. The members of the organisation do not bear any personal liability.
This is divided into 3 categories:
- Founding members.
It is the founding members who initially convened the constitutive assembly. These members are permanent and have the right to vote in the general assembly and on the board. This right is only valid if the membership fees for the current year have been paid in full to and received by the treasurer. The cost of annual membership is set at 120 (one hundred and twenty) swiss francs.
- Individual members.
Any request for individual membership must be submitted in writing to the board and must be approved by the founding members before being accepted. Any application for membership may be rejected without the need for justification. Individual members participate in the general assembly with the right to vote. This right is only valid if the membership fees for the current year have been paid in full to and received by the treasurer. The cost of annual membership is set at 120 (one hundred and twenty) swiss francs.
- Supporting members.
In order to become a supporting member, a written undertaking must be made to regularly pay an annual contribution of at least 120 (one hundred and twenty) swiss francs to contribute to the aims of the organisation, as defined in article 2, and the running costs thereof. The directors of the organisation are entitled to bestow the status of supporting member to any person who satisfies the above-mentioned criteria. Supporting members participate in the general assembly enjoying consultative rights but not the right to vote.
Membership status is forfeited in the event of:
written resignation received six months before the end of the calendar year, (membership dues for the year in question must in any event be paid); if it occurs, the written resignation of a founding member will also be accepted.
Waiver and/or non-payment of the annual membership fee.
The decision to exclude an individual member is made by the board. This decision must be based on a written case which is presented to a meeting of the board and recorded in the minutes – it is at the discretion of the board whether or not to transmit the details of the written case to the interested party.
The cancellation of a supporting member’s membership is declared by the director.
The general assembly is made up of all the above-mentioned members – see article 6.
For any decision made at a general meeting of the assembly to be valid at least two thirds of all members eligible to vote must be present at the meeting – proxy votes are admissible in all instances – (see point below).
Ordinary votes must be passed by an absolute majority (i.e. 50 % plus one) of those who are present and eligible to vote. Please note the following two exceptions:
- in the event of any alteration to the aims of the organisation, a unanimous vote of members eligible to vote is required;
- any move to dissolve the organisation requires a two-thirds majority vote of members eligible to vote.
In principle, `Vivere’s` salaried and voluntary workers can attend these meetings as observers and therefore are not eligible to vote, unless otherwise decided by the board.
Ordinary and extraordinary meetings of the general assembly are convened with at least 30 days prior notice by the board.
The ordinary meeting of the general assembly is held once a year and is called the annual general meeting.
An extraordinary meeting of the general assembly can be called at the request of at least one fifth of members eligible to vote. The founding members are also entitled to call an extraordinary meeting.
The annual general meeting and/or the extraordinary general meeting is chaired by the President of Vivere or by a founding member if the President is unable to attend.
The agenda of the annual general meeting must include:
- The reading and approval of the board’s report of the previous year’s activities.
- The reading and approval of the treasurer’s and auditor’s reports concerning the financial accounts of the organisation.
- The election of board members and auditors, if necessary.
- Miscellaneous suggestions and messages; members must address these in writing to the board at least 15 days prior to the meeting.
- The names of any new individual members, those who have resigned or been barred in the previous year.
The jurisdiction of the annual general meeting is as follows:
- To adopt and modify the statutes.
- To elect the members to the board depending on which positions need to be filled.
- To elect the auditors.
- To approve the reports of the organisation’s activities and adopt the accounts.
- To give a mandate to the board and financial controller.
- To set the rate of annual membership subscription.
- To provide feedback on other issues on the agenda.
- To make recommendations which will then be recorded in the minutes of the meeting.
- To declare the dissolution of the organisation if a vote of 2/3 of members present eligible to vote has been recorded.
The minutes of general meetings will be sent to all registered members who are eligible to vote within one month of the meetings taking place, at most. These minutes will only contain details of decisions taken during the meeting in question. Any exception will be at the discretion of the board and decided on a case by case basis.
Voting by written proxy on behalf of another named founding or individual member is admissible.
Any member participating in the general assembly meeting can not deliver more than one (1) proxy vote.
Only founding and individual members can vote.
Votes are taken by a show of hands. Votes by secret ballot are at the request of at least 2 members.
The board is made up of at least 3 members
The board appoints itself: i.e. the president and the treasurer – and decides whether or not to add one or more seats to the board (provided this is passed at the general meeting) – or to reduce the number of seats, etc.
The founding members of the board can not be revoked unless they wish to resign voluntarily. Other members of the board are elected for a period of two years by the general assembly and are then eligible for a further period of two years and so on.
The board directs any activity undertaken by the organisation and will do everything in its power to attain its goals.
The board both appoints and, if necessary, dismisses salaried and voluntary workers.
The board nominates the director of the organisation.
The board can delegate all or part of its mandated functions to the director by means of an internal directive, including its representative functions.
The board is responsible for convening meetings of the general membership, preparing the agenda and organising distribution of the minutes.
The board must prepare an annual and financial report for each project worked on during the preceding calendar year and make these available to the general membership of the organisation to be approved during the annual general meeting.
Any additional or unforeseen action undertaken by the organisation must be approved by joint signature of two board members.
The board can confer power of attorney over the organisation’s bank, postal and other accounts either:
to a named signatory of the organisation so that he or she can act independently to authorise payments, cash withdrawals and other routine financial operations without requiring a second or joint signature. Any transaction of this nature must be brought to the immediate attention of the treasurer and justified accordingly.
or to joint signatories.
The board can delegate one of its members – as is the case with the director – with the authority to sign on its behalf for routine, everyday operations.
Members of the board are not liable for any debt incurred by the organisation.
The board appoints delegates to represent Vivere in other suitable organisations.
The board meets at least four times a year. The minutes of these meetings may be restricted to recording the decisions that have been taken.
The financial controllers verify the financial management of the organisation and present a report to the annual general meeting.
The board is responsible for ensuring the liquidation of all assets of the organisation should it cease to operate. Any assets will be made over to a swiss organisation, which is exempt from tax payments and has comparable aims.
“In the event of any surplus the rulings from article 60 onwards of the Swiss civil code will be adhered to.”
The above statutes were adopted at the constitutive meeting on the 18 October 1999 in Lausanne.
They were modified on the 7 April 2000, then on the 18 February 2003 and subsequently on the 27 April 2005 in an extraordinary meeting of the general assembly.