1. Name / Registered Office
The association “Privacy Icons” is a legal entity pursuant to Art. 60ff. of the Swiss Civil Code (SCC) and the following provisions.
The Association’s registered office is in Bern.
2. Purpose
The purpose of the Association is to develop and promote digital solutions for the presentation, analysis and development of privacy statements, in particular through pictograms (icons).
3. Membership
3.1. Admission
Natural and legal persons, as well as public law corporations, may be admitted as members.
Active membership shall be established by means of a written membership agreement and by resolution of the Management Board.
The Management Board may refuse to admit any member without giving reasons.
3.2. Resignation
Resignation be effected by issuing a written notice of resignation, which must be done at the end of the year and subject to a notice period of 30 days.
3.3. Expulsion
The Management Board may expel a member of the Association if he or she seriously in-fringes the Articles of Association. The expulsion resolution must be communicated by regis-tered letter but normally only after hearing the association member concerned.
The expelled party is entitled to appeal the expulsion at the next ordinary Association Meet-ing. The appeal shall be sent to the Management Board by registered letter within 30 days of notification of the expulsion decision, for the attention of the Association Meeting.
33.4. No entitlement to Association assets
The Association members shall have no entitlement to the assets of the Association.
4. Organisation
The organisation of the Association consists of the following units:
a) the Association Meeting;
b) the Management Board.
4.1. The Association Meeting
4.1.1. Composition
The Association Meeting is composed of all members who actually take part in the Association Meeting.
4.1.2. Convocation
The ordinary Association Meeting is convened by the Management Board, usually within the first six months of the year.
Every member of the Association has the right to submit proposals for approval at the next ordinary Association Meeting. Any such proposals must be included on the agenda if they have been submitted to the Management Board by registered letter no later than the end of December.
The Management Board or one-fifth of the Association’s members may request that an extraordinary Association Meeting be called, and the latter must be held within two months of submission of the request.
The Association Meeting shall be called via written invitation, which shall include the agenda, the place and time, no later than 14 days prior to the date of the meeting to be held.
4.1.3. Chair
The Chair of the Association Meeting shall be the Chairwoman of the Management Board or, in her absence, another member thereof.
The Chair shall appoint the tellers.
The secretary shall keep the minutes of the resolutions adopted and elections held by the Association Meeting. The minutes shall be signed by the Chair and the Sec-retary.
4.1.4. Powers of the Association Meeting
The Association Meeting has the following non-transferable powers:
a) Approval of the Chairwoman’s management report and the annual accounts;
b) Discharge of the Management Board;
c) Election and dismissal of the members of the Management Board and the Chairwoman of the Management Board;
d) adoption of resolutions concerning appeals within the meaning of Sec. 3.3;
e) amendment of the Articles of Association;
f) to adopt resolutions on all items on the agenda;
g) to adopt resolutions concerning the dissolution of the Association and the liqui-dation of its assets;
h) to adopt resolutions on matters reserved to the Management Board by law or the Articles of Association.
4.1.5. Adopting resolutions
Every Member has one vote in the Association Meeting. Representation by proxy is prohibited.
Legal entities shall exercise their right to vote through an expressly designated rep-resentative, who need not be a member of their management.
The resolutions of the the Association shall be adopted by a majority of the votes cast by the members present. The Chairwoman shall participate in the voting.
In the event of a tie vote, the Chairwoman shall have a second vote on resolutions, whereas lots shall be cast in the case of elections.
A three-quarters majority of the members present is required for the dissolution of the Association. The Management Board shall carry out the liquidation and shall prepare a report and the final accounts for the Association Meeting. Any net assets remaining upon dissolution are to be transferred to the association digitalswitzerland, of Zurich, or, if the latter no longer exists, then to a tax-exempt, non-profit institution having its registered office in Switzerland and a purpose similar to that of the Asso-ciation.
The Association Meeting shall decide on the use of any surplus assets by a majority of the votes cast by the members present.
A two-thirds majority of the members present is required in order to amend the Arti-cles of Association.
In the event of a merger with an institution that pursues similar or same purposes, the Association Meeting shall decide on the procedure at the request of the Man-agement Board.
Elections and votes shall be conducted by a show of hands unless a secret ballot is determined.
Members shall not be entitled to vote on resolutions that concern them.
No resolution may be adopted on matters that have not been duly announced on the agenda unless all members of the Association are present. The Management Board shall take note of the proposals in this regard and submit them to the members for resolution at their next meeting, subject to the agenda.
4.2. The Management Board
4.2.1. Composition
The Management Board is composed of the Chairwoman, the Vice-Chairman (whereby a Co-Chair without a Vice-Chairman is also possible) and up to five addi-tional members; it must have at least five but no more than seven members.
The Management Board shall constitute itself with the exception of the Chairwoman, who is elected by the Association Meeting (including the determination of signatory powers). The Management Board may form committees and delegate powers to them.
Members of the Management Board shall be elected for a term of one year and are eligible for re-election.
4.2.2. Work in an honorary capacity
The members of the Management Board perform their work in an honorary capacity.
4.2.3. Convocation
The Management Board meets by invitation of the Chairwoman as often as busi-ness requires.
A majority of all members of the Management Board may request that a Manage-ment Board meeting be convened; this meeting must be held within three weeks fol-lowing the request.
Meetings of the Management Board shall be convened in writing, usually ten days in advance, and must provide information on the items to be discussed.
Minutes shall be taken of the deliberations.
4.2.4. Chair
The Chair of the Management Board meetings shall be the Chairwoman or, in her absence, another member of the Management Board.
The Chair shall appoint a Secretary. The Secretary shall take minutes of the resolu-tions adopted and elections held. The minutes shall be signed by the Chair and the Secretary.
4.2.5. Powers
The Management Board adopts resolutions on all matters not assigned to another body, including but not limited to:
a) managing the Association, subject to the powers of the Association Meeting;
b) implementing the resolutions of the Association Meeting;
c) determining the budget;
d) convening the Association Meeting;
e) admitting and expelling members of the Association, subject to the right to ap-peal to the Association Meeting;
f) drawing up regulations;
g) adopting resolutions concerning the initiation of litigation, withdrawal of lawsuits, confession of judgment and conclusion of contracts;
h) appointing the members of committees from among the members of the Man-agement Board.
4.2.6. Adopting resolutions
For a quorum, at least half of all members of the Management Board must be pre-sent. Resolutions require a simple majority vote. Resolutions by circular letter re-quire the majority of all members of the Management Board unless a member of the same requests oral deliberation. The Chairwoman shall have the casting vote.
Resolutions may only be passed on items not listed on the agenda if all members of the Management Board agree.
5.FINANCIAL MATTERS
5.1. Revenue
The Association’s revenue is made up of:
a) donations and dues;
b) interest on the Association’s assets.
5.2. Membership dues
The Association Meeting may set membership dues on an annual basis.
Association members having fewer than 300 employees or constituting public law corpora-tions shall pay half of the regular membership dues.
The regular membership dues for the year 2020 (founding year) are CHF 1,000.00.
5.3. Accounting
The Association’s accounting shall be conducted in accordance with generally accepted commercial principles, for the period ending on 31 December, beginning with 31 December 2020.
5.4. Auditor
The Association may dispense with electing an external auditor, provided that the Associa-tion is not required to undergo audits.
5.5. Liability
Only the Association’s assets are liable for its obligations (Art. 75a SCC). The Association’s members shall not be personally liable for its obligations, subject to Art. 55 SCC as regards persons acting on behalf of the Association.
6. Final provisions
The Management Board may register the Association in the Commercial Register of the Canton of Bern. It must register the Association if the latter is required to undergo audits.
These Articles of Association were approved at the Association Meeting of 25 June 2020 and came into force immediately.
Zurich, 25 June 2020
