The statutes represent the basic law of swiss active. Below you will find a detailed overview of the statutes of swiss active.
Art. 1 Name and registered office
Under the name swiss active exists an association in the sense of article 60 ff. ZGB with its registered office in Bern.
Art. 2 Purpose
swiss active works to protect and promote the common interests of fitness centers and other exercise organizations.
swiss active aims to improve and secure the quality of health-promoting exercise providers. swiss active also aims to make industry-relevant information known to the end user and related parties.
Art. 3 Membership
Membership is open to all legal entities or individual companies that are active in the movement and health sector.
Trade associations, professional associations or educational institutions which do not themselves operate a fitness centre or a certified organisation for other exercise offers cannot become members of the association. They are free to join the consultative advisory board.
The association has the following categories of members:
- Member Chain operation
- Member Fitness Center
- Individual providers of physical activity offers
Art. 3a Duties of the members
Each member is obliged to contribute to the realisation of the statutory purpose and to uphold the reputation of the association.
Every member is obliged to pay the annual membership fee. The amount of the annual membership fee shall be determined by resolution of the General Assembly upon proposal of the Board of Directors.
Different membership fees may be set depending on the category. The fixing of higher membership fees requires the approval of the general meeting.
Art. 3b Termination of membership
The membership expires by:
- Death in the case of natural persons, loss of legal capacity in the case of legal persons
Resignation shall be effected by means of a written declaration to the Board of Directors. However, the membership fee for the current year remains due. Membership may be terminated with six months’ notice to the end of the calendar year.
The exclusion can take place without stating the reason. The board of directors is responsible for the exclusion. He decides finally, an appeal possibility to the general meeting exists.
Art. 4 Organs
The organs of the association are:
- the general meeting;
- the Board of Directors;
- the managing director;
- the auditors;
Art. 5 General Assembly
The general meeting is the supreme body of the association. It shall consist of all members of the Association and shall meet physically after being convened by the Board of Directors or, after a decision by the Board of Directors, shall be held as a ballot in writing or by e-mail. The ballot is included in the concept of the general meeting.
Art. 5a Convening
The ordinary general meeting shall be held annually within the first six months of the year. The invitation to the General Assembly shall be made at least 30 days in advance in writing or by e-mail by the Board of Directors, stating the agenda.
An Extraordinary General Meeting shall be convened by resolution of the Board, at the request of one fifth of the members or at the request of the Auditors. The invitation must be sent at least 10 days before the meeting.
Art. 5b Proposals
Motions for the attention of the Ordinary General Meeting must be submitted in writing to the President at least two weeks in advance. In the case of an extraordinary general meeting, this period shall be five days.
Art. 5c Tasks and competences
The tasks and competences of the general meeting are:
a) Approval of the minutes of the last general meeting;
b) the fixing of the annual membership fee;
c) Election of the President, the other members of the Board and the Auditors;
d) Acceptance of the annual report, the annual accounts and the auditors’ report;
e) Decision on the discharge of the members of the Board of Directors and the Auditors;
f) Dealing with motions of the board and the members;
g) deciding on important business submitted to it by the Board of Directors;
h) adopt and amend the statutes;
i) dissolution of the association.
Art. 5d Chairmanship of the General Meeting
The General Assembly shall be chaired by the President or by a chairperson appointed by the Board.
Art. 5e Implementation
Resolutions at the General Meeting shall be passed by open vote. Voting shall be by secret ballot only if this is expressly requested by a majority of the members present.
Proxy voting is not permitted for natural persons. Legal entities shall exercise their voting rights through an authorised representative.
The member concerned is excluded from the right to vote when a resolution is passed on his own discharge, on a legal transaction or on a legal dispute between a member and the Association.
Art. 5f Voting rights
The voting rights of the members are calculated according to the number of fitness centres managed and certified by this member. For every fitness center that is managed and certified, they get one vote. The number of votes per member with several fitness centres is determined by the Board of Directors at the beginning of each calendar year. The Board of Directors shall issue regulations for this purpose, which shall set out the details of how votes are to be determined.
New members without gyms that offer other exercise classes have one vote each.
Art. 5g Adoption of resolutions
Subject to Art. 5h below, the General Meeting shall decide on the following business by a two-thirds majority of the votes of the members present:
- Amendments to the Articles of Association;
- Merger with a similar association;
- Dissolution of the Association (and use of the liquidation proceeds).
Other resolutions of the General Assembly shall require a simple majority of the votes of the members present.
In the event of a tie, the chairperson shall cast the deciding vote.
Art. 6 Board of Directors
Art. 6a Composition
The Board of Directors (including the President) consists of a maximum of 11 members; if possible, it should have at least 5 members. He is elected for a term of two years; re-election is possible.
With the exception of the President, the members of the Board must themselves be representatives or officers of a member of the Association. If a Board member no longer meets these requirements, his Board membership shall automatically expire and the represented member of the Association shall have the right to nominate a replacement Board member of his choice.
If a founding member resigns from the association, the board membership of his representative automatically expires and the remaining founding members have the right to jointly (simple majority) nominate a replacement board member of their choice. The entitlement of the founding members to a total of at least six seats on the Board of Directors shall remain unchanged.
Art. 6b Constitution and convening of meetings
With the exception of the President, who is elected by the General Assembly, the Board constitutes itself. It is convened at the request of the President or at the request of at least two members of the Board or the Auditors.
Art. 6c Adoption of resolutions
The Board of Directors constitutes a quorum if at least half of all Board members are present. Resolutions of the Board of Directors are passed by a simple majority of those present. In the event of a tie, the President may cast the deciding vote. Circular resolutions require unanimity of all members of the Board of Directors.
Art. 6d Tasks and competences
The Board of Directors is responsible for the implementation and execution of the resolutions of the General Assembly. He manages the association and takes all necessary measures to achieve the purpose of the association. The Board of Directors is entitled to all powers that are not expressly assigned to another body of the Association. These are in particular:
a) the preparation and convening of ordinary and extraordinary general meetings (also in the form of a ballot);
b) the decision on the admission as well as the possible exclusion of members;
c) the control of the statute-conform behaviour, the writing of regulations as well as the administration of the association’s assets;
(d) the accounts;
(e) the election of the Executive Director.
Art. 6e Representation
The executive committee represents the association externally. The members of the Board of Directors sign jointly with another member of the Board of Directors or with the Managing Director. Board members may not be represented by other Board members at meetings of the Board. For this purpose, prior written notification by e-mail to the President is sufficient.
Art. 6f Commissions and working groups
The Executive Board may convene commissions and working groups at any time. The Executive Board has the right to dissolve these commissions and working groups at any time. It shall issue its own regulations for this purpose.
Art. 7 Managing Director
The Board of Directors may delegate its duties and powers to an Executive Director to the extent permitted by law. If the Board does not have an Executive Director, the President shall manage the business of the Board.
The Executive Director is elected by and reports to the Board of Directors. He participates in the general meetings and the board meetings in an advisory capacity.
Art. 8 Auditors
The general meeting can elect a natural or legal person, who does not have to be a member of the association, as auditors for a term of office of 2 years. Re-election is permitted. The financial year begins on 1 January and ends on 31 December. The annual accounts are closed and an inventory is drawn up as at 31 December. The annual financial statements are audited by the auditors.
The auditors shall submit a written report to the General Meeting on the audit of the annual accounts and shall propose to the General Meeting that the Board of Directors and the Managing Director be granted or refused discharge.
Art. 9 Advisory Board
The Board of Directors may appoint an Advisory Board. This serves as a consultative body to the Board of Directors. The president also leads the advisory board.
Members of the advisory board can be natural or legal persons as well as legal communities, which are close to swiss active and/or have an interest in the prosperity of the association.
Art. 10 Assets of the association
The association’s assets consist of the annual membership fees, the proceeds from the association’s activities (in particular financial compensation from the recognised certifiers), income from the association’s assets, any donations or bequests and, if applicable, subsidies from public authorities.
Art. 11 Liability
For the liabilities of the association only the assets of the association are liable. The personal liability of the members for the liabilities of the association is excluded.
Art. 12 Entry into force
These bylaws were approved as written at the 2020 General Membership Meeting and became effective immediately.