Shared Arctic Association
BY-LAWS
Art. 1 NAME and SEAT
The "Shared Arctic Association" is a non-denominational and politically neutral non-profit association as defined by Article 60 of the (Swiss) Civil Code. Its seat is in Bern.
Art. 2 PURPOSE
The purpose of the “Shared Arctic Association” is to provide ideal and financial support for art and culture of peoples in the polar regions, with the aim of making contemporary art of these regions better known internationally, to contribute to the preservation of the diversity of cultures and provide an insight into the way of life and climate-related challenges of the peoples in the Arctic, as well as to improve the understanding of global interrelationships in the environment. Within the scope of its objectives, the association can also be active in other areas, such as medicine or archeology.
To pursue its purpose the association also manages the publicly accessible “Museum Cerny”, which displays contemporary circumpolar art.
The exhibits are loaned to the association by their owners free of charge, according to the terms of a separate agreement.
Art. 3 Resources
The association's funds consist of the annual membership fees, the proceeds from the association's activities, donations and other contributions. They are to be used exclusively for pursuing the purpose of the association as outlined in Art. 2 of the By-Laws.
Liability for debts and obligations of the association is limited to its assets.
Art. 4 MEMBERSHIP
The association consists of ordinary and sponsor members.
Ordinary and sponsor members can be natural persons or legal entities.
The members commit to pay the annual fee set by the board for the respective membership categories.
Art. 5 BEGINNING AND END OF MEMBERSHIP
Membership begins with the written membership application to the board. Upon joining, the membership fee for the current calendar year is due.
Membership terminates upon withdrawal subject to a notice period of 3 months at the end of a calendar year.
The board can exclude a member of the association with immediate effect if the annual fee is not paid despite a reminder or if a member proves to be unworthy of membership for other reasons. In this case, the board will make a final decision after hearing the member concerned.
Art. 6 FRIENDS OF THE ARCTIC
Friends of the Arctic are donors and support the association's objectives. The amount donated is of their own discretion.
Friends of the Arctic are not members of the association.
Art. 7 ORGANISATION
The governing bodies of the association are:
- the general meeting of members
- the board
- the auditor
Art. 8 GENERAL MEETING OF MEMBERS
The general meeting of members is the supreme governing body of the association.
During the first half of the calendar year, the board invites members to the annual general meeting of members, observing a 20-day notice period and specifying the agenda. The invitation can be made electronically.
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If there is an important reason or at the request of at least 10 association members, the board committee must convene an extraordinary general meeting of members, stating the agenda.
The general meeting of members has the following powers:
- election and removal of the board
- election and dismissal of the auditor
- acceptance of the annual report and the financial statement
- approval of the budget
- discharge of the board committee
- revision of the By-Laws
- dissolution or merger of the association
The general meeting of members is chaired by the president or, if he/she is unable to do so, by another board member. Resolutions and elections require a simple majority of the votes of the members present. In the event of a tie, the chairperson casts the deciding vote. When voting on changes to the statutes or dissolution / merger of the association, the consent of at least two thirds of the members present is required.
Art. 9 BOARD
The board consists of at least 3 members who are each elected for three fiscal years. Re-election is possible. The board constitutes and organises itself. It works on a voluntary basis and is only entitled to reimbursement of expenses.
The board meets as often as the business of the association requires. The board has a quorum in the presence of two members. It takes its decisions with a simple majority of the votes of the members present. In the event of a tie, the chair has the casting vote. Resolutions can also be passed electronically.
The board manages the affairs of the association and represents it externally. The board decides on all matters which are not expressly reserved by law or the association’s By-Laws for another governing body. The board can delegate part of its powers to one or more of its members or to third parties.
Art. 10 AUDITOR
The general meeting of members elects the auditor for one fiscal year. Re-election is possible. The auditor examines the annual accounts and submits a report to the general meeting of members..
Art. 11 ADVISORY COUNCIL
The board can appoint an advisory council to advise it on the fulfillment of its tasks. The members of the advisory council are also ordinary members of the association during their activity and pay a membership fee at their own discretion. The advisory council members work on a voluntary basis and are only entitled to reimbursement of expenses.
Art. 12 FISCAL YEAR
The association’s fiscal year corresponds to the calendar year.
Art. 13 SIGNATURE REGULATION
The association is legally bound by the joint signatures of two board members.
Art. 14. MERGER OR DISSOLUTION OF THE ASSOCIATION
A merger can only take place with another legal entity based in Switzerland that is exempt from tax liability due to non-profit status or public purpose. In the event of a dissolution, the profit and capital will be directed to another legal entity in Switzerland that is tax-exempt due to non-profit status or public purpose.
Art. 15 FINAL PROVISIONS
These By-Laws were adopted at the general meeting of members on April 15, 2021 and replace those of December 9, 2013. They come into force on the date of their adoption.
The President: P. Cerny
The Recording Secretary: E. Bühler