Statutes

1 ORGANISATION, PURPOSE AND RESIDENCE

1.1
The co-operative registered in the Commercial Register on the basis of Articles 828 et seq. of the Code of Obligations under the name tecnoswiss, Verband des Maschinen- und Werkzeughandels Genossenschaft has as its purpose to promote the economic interests of the Swiss trade in machinery and tools for metal, timber and plastics processing, to oppose unfair competition and to conduct trade fairs.

1.2
The place of residence is located in Basel.

2 MEMBERSHIP

The members of the co-operative can be active or honorary members.


2.1 Active members

2.1.1 These are trading companies and service providers in the machinery and tools industry or other industry-related companies.

2.1.2
A requirement for membership is a current entry in the commercial register dated not less than one year ago.

2.1.3
Each active member has 1 vote. All further terms of admission are determined by the administration.

2.2 Honorary members

2.2.1
People who have given particular service to the co-operative may be elected as honorary members.

2.2.2
They are elected by the general meeting upon nomination by the administration.

2.2.3
Honorary members are entitled to the same rights as active members.

In addition, friends and related companies of tecnoswiss can participate in the activities of the co-operative, without voting rights.

3 ACQUISITION AND LOSS OF MEMBERSHIP

3.1 Acquisition of membership

3.1.1
The application for admission is to be submitted in writing together with the commitment to accept the provisions of the statutes, follow the instructions of the administration and safeguard the interests of the co-operative at all times.

3.1.2
Admission is at the discretion of the administration on the basis of the recommendations of the responsible group administration. Admission requires a two-thirds majority of those present.

3.1.3
There is no right to admission. The administration’s decision is final and requires no justification.

3.2 Termination of membership

3.2.1
Membership is terminated by
a. liquidation
b. suspension

3.2.2
In case of sale or merger the administration may, provided the conditions in 2.1.1 are met, decide to continue the membership regardless of the duration of the Commercial Register listing.

3.2.3
A cancellation can be made at the earliest at the end of a five-year membership (subject to article 3.2.1), after this at the end of a calendar year subject to a three-month term of notice. In particular cases an earlier cancellation may be approved by the administration. The notice of cancellation is submitted in writing and reasons stated to the president.

3.2.4
After a hearing of the group concerned, a cancellation is effected by a decision of the administration. This does not require cause. Art. 846, para. 3 Code of Obligations remains reserved. A publication in the Commercial Gazette and in trade journals remains reserved.

3.2.5
In all withdrawal situations every entitlement to the assets of the co-operative and to reimbursement of dues paid expires.

4 DUES AND LIABILITY

4.1 Admission fees and annual dues for active and passive members are determined by the general meeting once a year.

4.2 Annual dues are paid in advance for the current calendar year.

4.3 A member that does not meet his payment obligations to the co-operative may have his rights with the cooperative society revoked pursuant to Art. 867 Code of Obligations.

4.4 The assets of the co-operative are solely and exclusively liable for every obligation of the co-operative. Every personal liability of the members of the co-operative is precluded.

5 ORGANISATION

5.1 Various groups that address specific matters in the context of the following competencies can be formed within the co-operative by a decision of the general meeting.

5.2 Every active member joins the group for his industry. It is possible to join other groups against payment of a special contribution.

6 BODIES AND COMPETENCIES

The bodies of the association are
a. General meeting
b. Administration
c. Board of control
d. Group meetings
e. Group boards


6.1 General meeting

6.1.1
The administration calls for
a. the regular general meeting in the spring of each year
b. a special general meeting on request of a tenth of the co-operative members or the administration.

6.1.2
The invitations with agenda must be delivered to the members at least 14 days prior to the general meeting.

6.1.3
Members’ proposals must be submitted to the president in writing at least 8 days prior to the general meeting.

6.1.4 Competencies
Their competencies are in particular:
a. Amendments to the statutes
b. Election of the president, the vice-president, the other administration members and the board of control
c. Acceptance of the annual report
d. Approval of the annual accounts
e. Discharging the board
f. Setting the admission fees and the annual dues
g. Setting the remunerations payable to the administration
h. Deciding on applications
i. Forming groups
j. Appointing honorary members

6.1.5
A simple majority of those members present and entitled to vote is required for decisions and elections, unless the law and the statutes call for qualified majority.

6.2 Administration

6.2.1
The administration consists of the president, 2 vice-presidents (president group Metal and president group Wood), secretary, treasurer and other observers. The president, secretary and treasurer are not permitted to belong to a group administration.

6.2.2
The period of office is two years. Re-election is permitted. The board is self-constituting subject to Para. 6.1.4.

6.2.3
The president has joint signing authority in conjunction with the vice-president, the secretary or the treasurer; the vice-presidents have joint signing authority in conjunction with the president, the secretary or the treasurer.

6.2.4
Competencies and responsibilities

a. Representing the co-operative to the outside
b. General policy guidelines for the co-operative
c. General co-operative matters
d. Collaboration with associations and institutions
e. Mutations
f. Finances
g. Proposals to the general meeting
h. Mediation in the event of differences between members in the second instance
i. Distribution of the administration remuneration provided by the general meeting

6.3 Board of control

6.3.1
The general meeting elects as statutory auditor an authorized auditor.

6.3.2
The co-operative can waive the choice of a statutory auditor, as long as it does not meet the requirements for the duty of ordinary audit or has less than 10 full-time positions on an annual average and all co-operative members agree.

6.3.3
Each member of the co-operative has the right to demand the execution of a limited revision and the election of an authorized auditor no later than 20 days before the general meeting.

6.3.4
As long as no statutory auditor is required, each group (metal/wood) will appoint an auditor.

6.3.5
The terms of office is two years. After two terms of office, no further direct re-election is possible.

6.3.6
The auditors check the annual accounts and prepare a written report for the general meeting. Art. 906 OR applies in general.

6.4 Group meeting

6.4.1
The provisions in No. 6.1.1 to 6.1.3 apply mutatis mutandis. The regular group meetings take place in the autumn of each year.

6.4.2 Competencies
a. Acceptance of the annual report
b. Discharging the group administration
c. Proposal of the group president for election by the general meeting
d. Election of the remaining members of the group administration
e. Technical questions and exchange of experiences
f. Decision on the holding of specialist exhibitions.

6.5 Group administration

6.5.1
The group administration consists of the president of the group, a vice-president, the secretary and assessors. The group administration members may not be association president, secretary or treasurer of the co-operative at the same time.

6.5.2
The period of office is two years. Re-election is permitted. The group administration is self-constituting.

6.5.3
Competencies and responsibilities
a. Management of group business
b. Submission of proposals for election to the administration
c. Election of members of the exhibition committee
d. Holding specialist exhibitions in accordance with the guidelines issued by the administration
f. Proposals to the administration
g. Monitoring of compliance with the decisions and guidelines issued by the administration
h. Mediation in the event of differences between members in the first instance

7 STATUTE CHANGES

Changes to the statutes require a two-thirds majority of the votes cast. Art. 889 of the Code of Obligation remains reserved.

8 ANNOUNCEMENTS

Public notices are made in the Swiss Commercial Gazette, notifications and invitations to members in writing or by email.

9 DISSOLUTION

A decision to dissolve the co-operative at the end of a year may only be taken by the general meeting, if an application to this effect is included in the agenda. The decision requires a majority vote by three-quarters of all members entitled to vote. The assets may only be used for co-operative or non-profit purposes. Art. 911 et seq. of the Code of Obligations apply in general.

10 TAKING EFFECT

The foregoing statutes have been adjusted and approved by the general meeting on 23 March 2018. They become effective immediately.


Basel, 23 March 2018


This translation is based on the German version. In the event of discrepancies, the German version takes precedence.