Swiss OSM Association/Bylaws
What follows here is a draft version of bylaws for a Swiss OSM association. The text is based on the template provided here: KMU portal the Englih version is a very rough, partially cleaned up, automatic translation. The templates are available in French and Italian which should make translation easy (we hope we will have a french translation soon).
I've tried to adhere to the KISS principle, for example not introducing concepts that are not required (honorary members and other ...), and not restating the defaults already provided by the law. Please note that no place of business is specified, this is allowable under Swiss law, and if it has no negative consequences could at least avoid having to change the bylaws everytime the person doing our mail etc. moves.
Changes to the SECO template are underlined in the German version. Please do not make edits except for typos and language issue here, to keep the process simple we are for now considering the German version to be the master.
Please comment and discuss on the talk-ch mailing list.
- 1 Name
- 2 Purpose
- 3 Resources and activities
- 4 Membership
- 5 Termination of membership
- 6 Withdrawal and exclusion
- 7 Bodies of the Association
- 8 The General Assembly
- 9 The Board
- 10 The auditors
- 11 Signing rights
- 12 Liability
- 13 Amendment of the bylaws
- 14 Dissolution of the Association
- 15 Entry into force
"Swiss OpenStreetMap Association" (short SOSM) is an association according to Article 60ff. of the Swiss Civil Code.
The purpose of the Association is to support and promote initiatives, people, and other organisations in all language-regions of Switzerland collecting, using, processing, and distributing free and open geodata. Such activities may include both non-profit as well as profit-oriented ones.
The Association itself is not profit-oriented.
Resources and activities
In order to pursue its purpose, the Association collects, manages, and allocates member fees. The member fees are set annually by the General Assembly.
In addition, the Association may accept any kind of contribution being in-line with its purpose.
In support of the purpose, the Association may offer services and products for a fee and/or commercially.
Furthermore, the Association may be a member of or participate in other organisations pursuing similar goals. The Board decides on such memberships and participations.
The activities of the Association are open to any party interested in the purpose.
Any natural person or legal entity who has an interest in the Association's purpose may become a member with voting rights.
Applications for membership are to be submitted to the president. The Board decides on the membership admissions within three months after receipt of the application. If the membership fee has not been fully paid by the 31st of March of the current year the membership is suspended and active and passive voting and election rights revoked. The board decides on expulsion of such members by the end of the year. New members receive definite membership after receipt of the membership fee by the Association.
Termination of membership
Membership expires as follows:
- for natural persons: by resignation, expulsion or death
- for legal entities: by resignation, expulsion or dissolution
Withdrawal and exclusion
The membership can be withdrawn by the end of the calendar year. The notification of withdrawl has to reach the President in writing or by e-mail at least four weeks ahead of the Annual General Meeting.
Any member may be excluded from the Association without any justification. The Board decides on the exclusion. The member may appeal the Board's decision to the General Assembly.
Bodies of the Association
The bodies of the association are:
a) the General Assembly
b) the Board
c) the auditors
The fiscal year coincides with the calendar year.
The Association does not pay any meeting allowances. Provision and travel expenditures may be reimbursed according to a reimbursement policy which is to be approved by the General Assembly.
The General Assembly
The General Assembly is the supreme organ of the Association. An ordinary general meeting is held annually in the first half of the year.
Members are invited to the General Assembly four weeks in advance in writing by letter or e-mail. The invitation contains the agenda of the General Assembly.
The General Assembly shall have the following inalienable duties:
a) election or dismissal of the Board and the auditors
b) adopt and amend the statutes
c) approval of the annual financial report and auditors' report
d) approval of the annual budget
e) fixing the amount of the membership fee
f) decision on exclusion appeals
At the annual general meeting, each member has one vote and the resolutions are passed by a simple majority.
Members may be represented by other members by a written certificate of authority.
The Board consists of at least three persons, namely the President, the treasurer, and an assessor.
The Board represents the Association to the outside and carries out the day-to-day operations.
The General Assembly elects two auditors to audit the Association's accounts. A random sampling check is carried out at least once per year.
The Association is obliged under the joint signature of the President, together with another member of the board.
The Association is liable for its debts only to the extent of its assets. Members are not personally liable.
Amendment of the bylaws
These statutes can be amended by the General Assembly if the proposed amendment is approved by two-thirds of the members present.
Dissolution of the Association
The dissolution of the Association may be decided by a two-thirds majority when three-fourths of all members participate in the General Assembly.
If less than three-quarters of all members are present at the General Assembly, a special assembly will be held within one month. At the special meeting, the Association can also be dissolved by simple majority if less than three-quarters of the members are present.
At a dissolution of the Association, its assets are transferred to an institution which has the same or similar purpose.
Entry into force
These statutes have been adopted at the founding meeting of [Date of establishment] and are in force as of that date.
The Chairman: The Secretary:
....................................... ....................................... ................................................. ................................................. WXYZ WXYZ
Changes decided on: -