Statutes of the Sustainable Room Development Association
1. Name and registered office
Under the name "Sustainable Room Development" ("SRD") there is a non-profit association within the meaning of Art. 60 ff. of the Swiss Civil Law / ZGB. Registered office is in Buchs AG. The association is politically and religiously independent.
2. Objective and purpose
The purpose of the association is to support people in need by providing sustainable infrastructure solutions.
For the development and implementation of infrastructure projects, the association works primarily with the company BOXS AG. Only projects which fulfil the purpose of the association are eligible for funds. Thus persons in need are supported with sustainable room solutions.
The association does not pursue commercial purposes and does not strive for profit. The organs are active on honorary basis (pro bono).
The association shall use the following means to pursue the purpose of the Association:
- Membership fees
- Income from own events
- Income from service agreements
- Donations and contributions of all kinds
- Profit share of BOXS AG
The membership fees are determined annually by the general meeting.
Honorary members and acting board members are exempt from the membership fee.
The business year corresponds to the calendar year.
Natural persons and legal entities who support the purpose of the association can become members.
Persons who have made a special contribution to the Association may be granted honorary membership by the General Assembly on the recommendation of the Board.
Applications must be submitted electronically on the website of the association.
The association members pay the fee determined by the general meeting.
5. Termination of membership, exclusion of a member
A withdrawal from the association is possible at the end of each calendar year, subject to one month's notice. The letter of resignation must be sent in writing to the Board. The full membership fee is to be paid for the year commenced.
A member can be expelled from the association at any time, in particular if the membership fee is not paid. The Board makes the exclusion decision and informs the member in writing, stating the reason. The member may refer the exclusion decision to the general meeting.
- for natural persons by resignation, expulsion or death.
- in the case of legal entities by resignation, expulsion or dissolution.
6. Organs of the association
The organs of the association are:
a) the general meeting
b) the Management Board
c) the auditors
7. General meeting
The supreme organ of the association is the general meeting. An ordinary general meeting takes place at least once a year, in the first half of the year.
The members are invited to the general meeting at least 4 weeks in advance in writing, stating the agenda. Convening by electronic means is permitted.
Proposals for the inclusion of further agenda items in the agenda must be submitted in writing to the Board at least two weeks before the general meeting.
The Board or 1/5 of the members may at any time demand the convening of an extraordinary general meeting stating the purpose. The meeting must take place at the latest 12 weeks after receipt of the request. The same deadlines apply to the invitation as to the ordinary general meeting.
The general meeting has the following inalienable duties and powers:
a) Election of the vote counters
b) Approval of the minutes of the last general meeting
c) Approval of the annual report of the Board,
d) Acceptance of the audit report and approval of the annual financial statements
e) Ratification of the actions of the Board
f) Election of the President and the other members of the Board as well as the Control Authority
g) determination of membership fees
h) take note of the annual budget,
i) take note of the programme of activities
j) passing resolutions on motions of the members or the executive committee
k) Amendment of the Statutes of the Association
l) Deciding on the exclusion of members in the case of corresponding applications for membership to the general meeting.
m) Resolution on the dissolution of the Association and the use of the liquidation proceeds.
Every duly convened general meeting shall have a quorum irrespective of the number of members present.
The members make the decisions in open voting with the simple majority of the present members. Abstentions are not counted. In the event of a tie, the chairman has the casting vote.
Changes of the statutes, dissolution of the association or merger with other associations require a qualified majority of two thirds of the present members.
Minutes shall be taken at least of the decisions made.
8. The Board
The Board consists of at least three persons.
The term of office is 2 years. Re-election is possible.
The Board leads the operative business and represents the association externally. The Board members work free of charge, they have the right to remunerate their expenses.
The Board has all competences which are not transferred to another body by law or according to these statutes.
The Board constitutes itself. The accumulation of tasks / functions is possible.
The Board meets as often as it is required. Each member of the board may demand the convening of a meeting, stating the reasons.
If no member of the board demands verbal consultation, the resolution is valid by circular letter (also e-mail).
The responsibilities of the Board are:
- Taking the necessary measures to achieve the purposes of the association
- Convocation of ordinary and extraordinary general meetings of members
- Monitoring of compliance with the statutes, drafting of regulations and
- Administration of the association's financial assets and reporting of the same to the general meeting.
The Board is responsible for the accounting of the association.
The Board may hire or commission persons to achieve the association's goals in return for appropriate compensation.
9. The Auditors
The general meeting elects 1 auditor or a legal entity to audit the accounts and carry out a spot check at least once a year.
The Auditors shall report and propose to the Board for the attention of the general meeting.
The term of office is 2 years. Re-election is possible.
10. Signing authority
The members of the Board have individual signing rights.
Only the association's assets are liable for the association's debts. A personal liability of the members is excluded.
12. Dissolution of the association
The dissolution of the association can be decided by a resolution of an ordinary or extraordinary general meeting and can be dissolved by a qualified majority of two thirds of the members present.
A merger may only take place with another legal entity domiciled in Switzerland which is exempt from tax on account of its non-profit status or public purpose.
In the event of dissolution, profits and capital shall be transferred to another legal entity domiciled in Switzerland and exempt from tax on account of its non-profit status or public purpose. The distribution of the Association's assets among its members is excluded.
13. Entry into force
These statutes were adopted at the foundation meeting on 21.5.2019 and came into force on this date.
Date, Place: 21.5.2019, 5722 Gränichen, Switzerland
President: Bettina Mindt
Secretary: Alexandre Tuch
The German version of the statutes prevail.