Article 1 Name and Registered Office
1.1 Under the name of the “Hausmen Verein” exists a non-profit making association (Verein) in the sense of articles 60 to 79 of the Swiss Civil Code. This Association is an independent legal entity with legal capacity. It is governed by Swiss law. Its duration is unlimited.
1.2 The Association is domiciled in Aesch, Basel-Landschaft. The official language of the Association is English.
Article 2 Purpose
The purpose of the Association, a non-profit- organization, is :
2.1.1 to advance the well being and health of hausmen,
2.1.2 to provide an inclusive and supportive environment where
hausmen are able to work on meaningful activities at their own pace in their own time in the company of other men,
2.1.3 to support role adjustment, cultural adjustment and social integration of members,
2.1.4 to communicate with the public and stake-holders on matters of concern to members.
2.2 The Association may engage in all activities and take all actions necessary and appropriate to carry out the above objectives.
Article 3 Full Members and Associate Members
3.1 Full members of the Association must be men engaged in the role of house-holder, home-maker or similar matters.
3.2 Associate members shall have no right to vote or to take part in elections and shall not be entitled to be on the Board or to be members of councils, committees or sub-committees unless stated otherwise in the by-laws.
Article 4 Membership Fees
4.1 Each full member and associate member will pay a membership fee.
4.2 The membership fee will be reviewed annually.
4.3 Membership fees will be due on demand for payment and shall be paid within 30 days.
Article 5 Beginning and End of Membership
5.1 The founding members as per the Association’s deed of incorporation are the initial full members of the Association.
5.2 Otherwise, full membership and associate membership commences upon
appointment by the Board (see Article 10 para. (2)).
5.3 Full membership and associate membership ceases on the date on which a member resigns, or is removed with good cause.
5.4 Full members and associate members may resign from the Association at any time by notifying the secretariat in writing. Resigning members have no rights against the assets of the Association.
Article 6 Resources
The Association derives its resources from:
6.1 fees and contributions provided by the full members and associate members;
6.2 donations, grants, and other payments;
Article 7 Liability
7.1 The Association’s financial obligations can be satisfied only from its assets.
7.2 The full members and the associate members of the Association shall not be personally liable for the obligations or debts of the Association.
Article 8 Corporate Bodies
The corporate bodies of the Association are:
8.1 the General Assembly;
8.2 the Board;
8.3 and the Auditors.
The General Assembly
Article 9 Constitution
9.1 The General Assembly consists of the full members (but not of the associate
members) of the Association.
Article 10 Powers
The General Assembly shall have the following powers:
10.1 to adopt and amend the Articles of Association;
10.2 to create and dissolve advisory technical committees and other bodies;
10.3 to elect and dismiss the President, Treasurer and Secretary from amongst its full members;
10.4 to approve the engagement of the audit firm by the Board pursuant to Article 15 clause (6);
10.5 to approve the annual report issued by the audit firm pursuant to Article 18 para. (4) and the accounts of the Association;
10.6 to adopt, after approval of the annual report issued by the audit firm pursuant to Article 15 clause (6); resolutions discharging the members of the Board from all liabilities;
10.7 to pass resolutions on matters which are by law or by the Articles of Association reserved to the General Assembly or validly submitted to it by the Board.
Article 11 Meetings of the General Assembly
11.1 The General Assembly will take place upon invitation by the President of the Association, or by the request of at least 20% of the full members.
11.1.1 The notice shall state the place and time of the meeting, the items of the
agenda as well as the motions for consideration, if any.
11.1.2 Meetings must be called at least twenty days in advance.
11.1.3 Full members may attend meetings in person or by telephone conference
11.1.4 A quorum for meetings of the General Assembly shall be established by the
participation in the meeting of at least the absolute majority of all full members.
11.2 No later than twenty days prior to the day of the ordinary General Assembly, the Board’s annual report and the auditors’ report shall be made available to the full members for inspection at the registered office of the Association. Each full member may request a copy of such documents to be sent to him without delay. Reference thereto is to be made in the notice calling the General Assembly.
11.3 If no objection is raised, the full members may hold a General Assembly without observing the prescribed formalities of calling the meeting. As long as the absolute majority of all full members is present in person or by telephone conference call, all items within the powers of the General Assembly may validly be discussed and decided upon at such a meeting.
11.4 The General Assembly will be chaired by the President or, in the case of his
inability, another full member attending the General Assembly.
Article 12 Voting Rights
12.1 Each full member has one vote at the General Assembly.
12.2 Votes are transferable to another full member or a third person to be made by proxy. The member transfering their vote to be made by proxy shall advise the board in writing, at least ten days in advance.
Article 13 Resolutions
13.1 Unless provided otherwise by mandatory provisions of the law or by the Articles of Association, resolutions shall be passed and elections shall be made by the absolute majority of all votes represented at the General Assembly.
13.2 The chairperson of the meeting will have the casting vote.
Article 14 Election Term
14.1 The Board will be composed of the Association’s President, its Treasurer, the Secretary of the Association and two additional full members of the Association.
14.2 Each member of the Board shall serve for a one-year term following his election, such term ending on the day of the respective ordinary General Assembly.
14.3 Members of the Board may be re-elected.
14.4 The members of the Board act voluntarily and will not receive a compensation for such voluntary office. They will be reimbursed for any out-of-pocket expenses reasonably incurred.
Article 15 Powers
The Board shall perform, inter alia, the following functions:
15.1 Develop an annual program and budget for the consideration of the General
15.2 Appoint new full members and new associate members;
15.3 Day to Day management decisions, not directly handled by the secretariat,
respectively, the Chief Executive Officer.
15.4 Establishment and amendment of the Association’s organisational rules.
15.5 Establishment of councils and sub- committees.
15.6 Subject to the approval of the General Assembly (Article 10 clause e), the Board
shall, for each financial year, engage an audit firm.
15.7 Open and operate a bank account in the name of the Verein. Authority to draw
from the account on behalf of the Verein shall require authorisation by signature of two (2) of the following: Treasurer, Secretary or President.
15.8 Appoint temporary members of the board pending vote of the General Assembly.
Article 16 Executive Officer
16.1 The Board may employ an Executive Officer, who need not be a member of the Association, to be in charge of the management of the Association.
16.2 The Executive Officer, in consultation with the Board, and in line with the
approved program and budget of the Association, may hire staff to assist in fulfilling the mission of the Association.
16.3 The Executive Officer shall administer the affairs of the Association and represent the Association vis-à-vis third parties in accordance with organizational rules and policies established in consultation with the Board. The Executive Officer shall have the right to be present, without vote, at all meetings of the General Assembly and Board, and he/she shall have the authority to sign on behalf of the Association.
Article 17 Administrative Procedures
17.1 The Board shall make an annual report on its activities and those of the Association.
17.2 The members of the Board may adopt procedures to implement internal
administrative functions of the Association.
Article 18 Election, term of office
18.1 The auditors shall be elected in accordance with Article 10 clause (5) and Article 15 clause (6) of the Articles of Association for a term of office of one year. After expiry of their term they may be re-elected, such re-election not exceeding three consecutive years.
18.2 Auditors may only be professional auditing firms.
18.3 The auditors shall audit the accounts and examine the books of the Association in accordance with pertaining Swiss law. They are entitled to require such evidence as they deem appropriate.
18.4 One annual audit is to take place within two calendar months from the close of each financial year (Article 19). The auditors’ report shall be submitted by the Board to the general meeting for approval.
Article 19 Financial Year
The accounts of the Association will be established on December 31 each year, and for the first time on 31 December 2015.
Article 20 Dissolution and Liquidation
20.1 The Association will be dissolved:
20.1.1 by vote of the full members according to Article 13;
20.1.2 in the circumstances provided for by the law.
20.2 In case of dissolution of the Association, the Board must proceed to its liquidation. The Board shall distribute the assets of the Association, after payment of all debts of the Association, to the full members (but not to its associate members).
Article 21 Entry into Force
The founding members have adopted the present Articles of Association by way of correspondence. The present Articles of Association have entered into force today.
04. November 2015