Name and Headquarters
Art. 1
Under the name “Remotecoders,” an association exists in accordance with Art. 60 ff. of the Swiss Civil Code (ZGB), with its headquarters in Bern.
Purpose
Art. 2
The association aims to support disadvantaged individuals who have talent in IT, both in Switzerland and abroad, particularly in North Africa and the Middle East, by facilitating remote job placements in Switzerland and Europe.
The association does not pursue commercial purposes and does not seek to generate profit.
The association is politically and religiously neutral.
The association is established for an indefinite duration.
Members
Art. 3
Natural or legal persons who are willing to contribute to achieving the association’s purpose can become members.
Art. 4
Membership ends upon resignation, expulsion, or the death of a natural person, or the dissolution of a legal entity.
Art. 5
The association is entitled to collect annual membership fees from its members. The amount of these fees is determined annually by the general assembly.
Art. 6
Resignation from the association is possible at any time and must be communicated in writing to all board members.
Resignation can take effect only at the end of a financial year and must be submitted in writing to the board by December 31.
Paid membership fees will not be refunded.
Art. 7
The board may expel any member who harms the interests of the association.
Art. 8
Members whose membership ends before a potential dissolution of the association have no claim to the association’s assets.
Association’s Assets
Art. 9
The association’s assets consist of membership fees, surpluses from operations, donations, and other income.
Organs of the Association
Art. 10
The organs of the association are:
- The General Assembly
- The board
- The audit office (unless waived)
General Assembly
Art. 11
The ordinary general assembly takes place annually in the second quarter and is convened by the board.
The board may call an extraordinary general assembly at any time with 10 days’ notice.
Invitations to the general assembly must be sent by email at least 10 days in advance, including the agenda items, and are the
responsibility of the president.
Minutes of the meeting must be recorded.
The tasks and competencies of the general assembly include:
- Deciding on the activities of the board
- Electing the board
- Discharging the board
- Approving the annual report, financial statements, and balance sheet
- Amending the statutes
- Addressing proposals from the board and members
- Determining the annual membership fees
- Electing the audit office if required or deemed necessary by the board
Each member has one vote at the general assembly. Decisions are made by a simple majority.
In the event of a tie, the president has the deciding vote. If the president is absent, the vice president has the deciding vote.
Board
Art. 12
The board consists of at least two persons. Board members are elected for a term of at least one year and may be re-elected. The board is self-organized and operates on a voluntary basis.
The board manages the association’s ongoing activities and represents it externally.
It may delegate urgent or routine matters to individual board members.
The board holds all powers not explicitly reserved for the general assembly. In particular, it is responsible for:
- Preparing and conducting the ordinary and extraordinary general assembly
- Admitting and expelling members
- Setting the annual budget
President
Art. 13
The president must be a board member and is elected annually by the board. The president’s responsibilities include:
- Representing the association externally
- Calling meetings and assemblies
- Signing meeting minutes
- Leading general assemblies and board meetings
- Informing the general assembly and board
- Maintaining relationships with key stakeholders related to the association
- Holding collective signing authority with another board member and having full access to information from all board members
Audit Office
Art. 14
The audit office is elected by the general assembly for a one-year term.
If an audit is not legally required, the board may decide to waive it.
Administrative Office
Art. 15
The board may establish an administrative office to handle operational management and delegated board tasks.
Liability
Art. 16
The association’s liabilities are covered exclusively by its assets.
Members have no personal liability for the association’s obligations.
Amendments to the Statutes
Art. 17
Amendments to the statutes require the approval of the majority of all members.
Dissolution of the Association
Art. 18
The association may be dissolved by a simple majority vote at an extraordinary general assembly called for this purpose.
In case of a tie, the president has the deciding vote. If the president is absent, the vice president has the deciding vote.
If the association is dissolved, any remaining assets must be transferred to another Swiss legal entity that is tax-exempt for charitable or public purposes.
The general assembly will decide on the use of assets in alignment with the association’s purpose.
A merger is only possible with another Swiss legal entity that is tax-exempt for charitable or public purposes.
Returning assets to donors or sponsors is not permitted.
Entry into Force
These new statutes were adopted at the extraordinary general assembly on September 6, 2021, and have been in force since that date.