I. Name, Domicile and Purpose

Article 1 Name and domicile
1 Under the name “tecnoswiss, Association of machine and tool distributors”, there is an association in terms of Articles 60 et seq. of the Swiss Civil Code (hereinafter “tecnoswiss”).
2 The domicile of the association is Basel.

Article 2 Purpose
The purpose of the association registered in the commercial register as tecnoswiss, Association of machine and tool distributors, is to promote the economic interests of the trade in Switzerland in metal, wood and plastic processing machinery and tools, to combat unfair competition and to organise trade fairs.

II. Membership

Article 3 Members
1 Enterprises and organizations having their registered office in Switzerland or the Principality of Liechtenstein and belonging to the machinery and tool trade sector or the related sectors referred to in Article 2 may apply as members.
2 In duly justified cases, the requirements set out in Article 3, paragraph 1, may be waived.
3 The company must be registered in the commercial register.

Article 4 Honorary members
Honorary members are individuals who have distinguished themselves by outstanding merits for the good of tecnoswiss.

Article 5 Admission
1 The application for admission must be submitted in writing.
2 The Committee of the Association decides on admission.
3 Admission may be refused without justification.

Article 6 Cancellation or exclusion
1 Membership ends by resignation, cessation of activity or exclusion.
2 A cancellation of membership from tecnoswiss is only possible after three calendar years as a member, at the end of one calendar year and with a six-month notice period.
3 A declaration of cancellation must be sent in writing to the association office.
4 A declaration of cancellation does not exempt to settle all commitments arising until the final exit.
5 Members who violate the Articles of Association, otherwise violate the interests of tecnoswiss, no longer fulfill the conditions for membership, harm tecnoswiss or who, despite the invitation, do not fulfil their commitments to tecnoswiss may be expelled by the Committee.
6 Cancellation or exclusion shall not release financial obligations for the current calendar year.

III. Dues and finances

Article 7 Revenues
1 tecnoswiss’s expenses are covered by members contributions as well as by the income from services and financial investments.
2 Ordinary contributions are fixed each year by the general meeting by a simple majority of the votes cast.
3 Extraordinary contributions may be decided by a majority of the members.
4 Members are required to provide, on request, the information necessary for the calculation of their membership fee.

Article 8 Liability
Only the associative assets are responsible for tecnoswiss’s debts. Any personal liability of the members, as well as the members of the Committee of the Association, are excluded.

IV. Organization and structure

Article 9 Organs
The bodies of tecnoswiss are:
(1) the General Assembly
(2) the Association Committee
(3) the Metal Group and the Wood Group
(4) the Auditors

Article 10 Association office
(5) tecnoswiss may have an association office in the sense of a secretariat.

(1) General Assembly

Article 11 Tasks and competencies
The General Assembly is the supreme body of tecnoswiss. In particular, it has the following tasks and skills:
1 treatment of all matters arising from the purpose of the association, and which are not delegated by the statutes to another body;
2 election of the Chairman of the Association, the President of the Metal Group, the President of the Wood Group, the Chief Financial Officer, the heads of the jurisdictions and the Auditors;
3 approval of the annual report and the annual financial statements;
4 discharges the Committee and the Association office;
5 taking cognizance of the auditor’s report;
6 Determination of members’ contributions;
7 budget approval;
8 appointment of honorary members;
9 Amendment of the articles of association and decision on the dissolution of tecnoswiss.

Article 12 Invitation
1 The Ordinary General Meeting takes place each year within six months of the end of the financial year. Extraordinary general meetings are called, if necessary, if the Committee deems it necessary or if one-fifth of the members so request.
2 Invitations must be sent in writing or electronically no later than 20 days before the meeting with an indication of the agenda.
3 Proposals from individual members must be addressed in writing to the secretariat at least 30 days before the general meeting.

Article 13 Presence of a quorum
1 Each member company has one vote at the general meeting.
2 Substitution by another person is not permitted.
3 The general meeting takes its decisions and proceeds its elections, unless otherwise provided in the statutes, by a simple majority of the votes cast.

(2) Committee

Article 14 Composition, election duration of the Committee
1 The Committee is composed of:
– the Chairman of the Association
– the President of the Metal Group
– the President of the Wood Group
– Chief Financial Officer
– 3 to 5 heads of department
2 Subject to Article 11, paragraph 2, the Committee shall constitute itself.
3 The Chairman of the Association, the President of the Metal Group, the President of the Wood Group and the Chief Financial Officer are authorized to sign collectively in pairs.
4 The Secretary General has the right to sign collectively with the Chairman of the Association or the Chief Financial Officer.
5 Only persons holding an executive position (member of the management or the board of directors) in a member company may be elected to the Committee of the Association. If a member of the Committee of the Association leaves his or her position as an officer during his or her term of office, he or she shall leave the Committee at the latest at the end of his or her term.
6 The term of office of the members of the Committee is two years and expires with the ordinary general meeting of the corresponding year.
7 Re-election is permitted.
8 If a by-election is required during a term, the election shall initially be valid only for the remainder of the term or until the end of the current term.

Article 15 Duties and competencies of the Committee
The Committee is the executive body of the Association. Its tasks and competences include:
1 the execution of the decisions of the General Assembly;
2 the external representation of the association;
3 delegation of members to international associations;
4 the definition of the guidelines of the associative policy;
5 the decision on the admission or exclusion of members;
6 the adoption of the annual accounts, the annual report and the budget to be submitted to the General Assembly;
7 the determination and proposal of the amount of members’ contributions to the general meeting;
8 the submission of election proposals to the General Assembly;
9 the convening of the general meeting and the preparation of the business to be dealt with.

Article 16 Delegation of competencies by the Committee
1 The Committee may delegate part of its competencies to the Metal Group, the Wood Group, the heads of department, the office or to committees and third parties.
2 The Committee may issue regulations on the organization and management procedures. A regulation may be amended at any time within the framework of the objective set by the Committee.

Article 17 Convocation of meetings of the Committee
1 At the invitation of the Chairman of the Association, the Committee of the Association shall meet as often as business requires, but at least twice per fiscal year.
2 During the first four years following their appointment, honorary members are also invited to meetings of the Committee. They have a non-voting advisory role.

(3) Groups

Article 18 Organization
1 The two groups Metal and Wood bring together and represent the members of the industry concerned.
2 They each have their own management composed of representatives of the members of the group, chaired by the president of the group.

Article 19 Composition, eligibility and term of office of the group managements
1 The group management consists of:
– the President of the Group
– four to six members of the Group Executive Board
2 The management of the group constitutes itself.
3 In addition, the members of the Group Executive Board are subject to the provisions of Article 14, paragraphs 5 to 8.

Article 20 Duties and competences of the group managements
The group managements are the executive bodies of the Association Committee. In particular, they have the following tasks and competences:
1 representation of the group externally;
2 application of the directives of the associative policy;
3 implementation of the decisions of the General Assembly concerning them;
4 request for admission or exclusion of members to the attention of the Association Committee;
5 submission of election proposals to the attention of the Association Committee;
6 election of members to the Group Executive Board;
7 organization and implementation of group meetings, briefings, workshops and other events;
8 organisation of group fairs or representation of group interests to the organisers of trade fairs and other relevant third-party events.

Article 21 Delegation of competencies by group management
Group management may delegate part of their powers to committees and third parties.

Article 22 Convocation of meetings of the Group Managements
The Group management meets as often as business requires by invitation of the group president.

(4) Auditors

Article 23 Auditors
The general meeting elects an auditor. The tasks and powers of the auditor shall be defined by law.

(5) Association Office

Article 24 Duties and competencies
1 The Association office shall carry out the tasks assigned to it by the regulations, by the General Assembly or by the Committee.
2 The head of the Association office or a substitute shall attend the meetings of the Committee and the General Assembly with advisory vote.
3 The Association office shall report annually to the Committee on its work.

V. General provisions

Article 25 Accounting year
The accounting year shall correspond to the calendar year.

Article 26 Amendment of the articles of association
Amendments and additions to the statutes may be adopted only by a two-thirds majority of the votes cast.

Article 27 Dissolution
1 The dissolution of tecnoswiss may be taken at a general meeting by a two-thirds majority of the votes cast. Articles 77 et seq. of the Civil Code remain reserved.
2 In the event of the dissolution of tecnoswiss, the assets may only be used for the purposes of association in accordance with Article 2 or in the public interest.

Article 28 Entry into force
1 These statutes were approved at an extraordinary general meeting held by written vote on 21.06.2022.
2 They enter into force immediately.

Basel, 21. June 2022