Constitutional documents
Setting up an association requires a foundation meeting. In this meeting, the founding members shall state their intention to found an association and approve the written articles of association. The articles of association shall describe the purpose, the means and the organisation of the association.
The minutes of the foundation meeting establish the association as an independent legal entity, i.e. as a legal person. The association attains its capacity to act as soon as its bodies are appointed, i.e. once the committee is elected.
Further information on important aspects of this sub-topic can be found at the bottom of this page.
Question
What needs to be taken into account if an association wishes to amend its articles of association?
Answer
An association wants to give itself a new purpose or a new name or now also wishes to gain benefactor members. Changes of this kind require an amendment to the association's articles of association.
Responsibility for any revision to the articles of association lies with the general meeting, with any change possibly requiring a qualified majority of votes. In the case of important amendments to an association's articles of association that are likely to be subject to controversial debate, it is advisable to convene an extraordinary general meeting to address this single topic. The committee provides the members with the proposed amendments together with the invitation within the period stated in the articles of association. In the case of a total revision or in instances in which major changes are to be made, it is advisable to present the amendments synoptically (the currently applicable text is presented opposite the new text).
At the (extraordinary) general meeting, the provisions to be revised are put forward for discussion individually. At the end, an overall vote is held. Changes to the association's name and its purpose must also be communicated to absent members following the (extraordinary) general meeting in the minutes. If a member is not in agreement with the change of purpose, they may declare their withdrawal from the association in accordance with Article 74 of the Swiss Civil Code (ZGB). If the association is entered in the commercial register, changes to its name and purpose must be reported. It is advisable to also inform the association's most important financial backers prior to the distribution of the next annual report.
As associations change with time, the founding articles of association have to be adapted to these changes. Amendments to the articles of association are important events in an association’s life and must be announced to the members in the invitation to the general meeting. In the meeting, enough time must be scheduled to discuss the proposed changes. A majority of the members has to vote for the adoption of the amendments.
The articles of association represent the fundamental order of any association. They form the internal laws that members and management must comply with. The articles of association must be approved by the members at the foundation meeting. Any amendment to the articles of association has to be approved by the general meeting. The articles of association must be in writing. They describe the purpose of the association and stipulate what executive bodies the association has and how the association is organised and financed. How detailed and comprehensive the articles of association should be depends on the type of association. Articles of association and law (Articles 60 to 79 CC) are closely related. The law determines in general how an association should work and what minimum regulations have to be in place. Some provisions of the law have the purpose of providing regulations for cases that are not regulated in the articles of association. These regulations may be changed and adapted to the needs of the respective association. However, other provisions are mandatory.
Question
Do we need to amend our articles of association to comply with the new Federal Act on Data Protection?
Answer
We recommend that associations include an article on data protection the next time they revise their articles of association. This article regulates how the association handles data and how or in which cases, for example, the appropriate transfer of member data to other members is permitted. For support, the vitamin B model articles of association now include Article 13 on data protection, which contains sample formulations and comments: https://www.vitaminb-e.ch/tools/work-aids/
Article 63 of the Civil Code (CC) stipulates that the provisions prescribed by law may not be modified by the articles of association. That means that these provisions are mandatory.
Question
Our association is tax-exempt. We have now amended the association's purpose in our articles of association and also made further additions. Do we need to send the new articles of association to the tax authority?
Answer
Changes to an association's articles of association that include points that may have an impact on its tax-exempt status must always be notified to the tax administration. Such amendments include, in particular, the association's purpose, the unpaid work of the committee and the allocation of funds in the event of the association's liquidation. It is also important to inform the tax authority about any name changes. Enquire directly with your tax authority if you are unsure.
Mandatory provisions are provisions of the law, which may not be changed in the articles of association. They take precedence over provisions in the articles of association that might deviate from the law. In the law, they are emphasised by the term “by law”.
It may be helpful to use the articles of association from other associations as a template when setting up an association. However, it is advisable to check them very carefully and to adapt them to the requirements and needs of the specific association. Model articles of association can be obtained from vitamin B’s administrative office.
Associations often state in their articles of association that they have no political or religious affiliation. That means they do not want to be associated with a political tendency or religious organisation. However, such a clause does not mean that an association should not advocate its own convictions and purposes. Other associations are expressly oriented towards a certain political or religious ideology. They are not neutral.
If legal proceedings are instituted against an association, the domicile of the association shall be the place of jurisdiction (place of the competent court).
Associations may include a preamble – an introduction or preface – in their articles of association. The preamble serves as a guiding framework for the articles that follow. It may contain values, ideals, convictions, and motivations of the association and provide a linguistic contrast to the dry legal language of the articles of association.
The seat of an association corresponds to its domicile. The seat is always a municipality. It can be chosen freely and is usually specified in the articles of association. If the articles of association do not specify a registered office, it is located at the place where its administration is seated. The registered office of the association may also be the domicile of the president or the seat of the administrative office, and thus change. In this case, it is called a non-fixed domicile. The registered office of an association is also the general place of jurisdiction and the tax domicile of the association. If an association has to register with the commercial register or wishes to do so, the registration takes place at the municipality of its registered office or at the relevant commercial registry office. The association’s address (legal domicile) may be different from the registered office.
Statutes is another term used for the articles of association.
If a decision of the committee or the general meeting violates the articles of association, this decision may be challenged within one month. Those who have approved the respective decision, cannot challenge it.
Question
When do resolutions of the general meeting come into force?
Answer
Resolutions passed at a general meeting shall not enter into force until after the end of the meeting, or at a later date, if so decided. Until the end of the meeting, a motion to reconsider (procedural motion) may be submitted to vote again on the matter of a resolution if there are important reasons for doing so. It is therefore not permissible, for example, for an amendment to the articles of association to enter into force immediately after its resolution at the meeting itself.
The ability to act refers to the ability to assume and exercise rights and obligations. The committee acts on behalf of the association. The election of the committee is a prerequisite for its ability to act.
The association’s business year is also referred to as fiscal year or financial year. It usually corresponds to the calendar year, which has many advantages. However, it can also start and end in another month, but it should always span a period of twelve months. The association’s business year is organised around the annual meeting. In this meeting, it is necessary to define the plans for the future. In the annual meeting, the committee shall also give a report on what has been done during the previous year.
The freedom to form an opinion and to express one’s opinion belong to the fundamental rights also in the context of associations. These freedoms may not be restricted, but they may be organised. Anyone who wants to comment on a topic in the general meeting must comply with the rules of negotiation.
If an association has a wrongful or immoral purpose, it will be dissolved by law. Regardless of how the purpose is described in the articles of association, the actual conduct of the association’s executive bodies is what counts. Immoral conduct refers to behaviour that is contrary to accepted manners and the standards of morality. This applies, for instance, to a sect that excessively restricts personal freedom or an organisation with the purpose of obtaining kickbacks.
It is important to choose a legal form suitable for the association’s purpose. In the case of an idealistic purpose without economic objectives, associations, foundations and, in some cases, simple partnerships are suitable legal forms. In the case of an economic purpose, limited companies, stock corporations, cooperatives or sole proprietorships are suitable legal forms. Our work aid “Different legal forms” provides an overview of the most important legal forms in Switzerland.
A legal person is an independent legal entity, a corporation. It can establish rights and duties like a natural person and it acts through its bodies. If an association has been set up properly with a foundation meeting and articles of association, it becomes a legal entity and acts through its bodies, i.e. the general meeting and the committee.
The association acquires legal personality with its lawful foundation, i.e. as soon as the founding members have held the foundation meeting and approved the written articles of association. From that moment, the association is a legal person and can establish rights and obligations. It has legal capacity to act as soon as its governing bodies are appointed. The legal capacity of the association ends with the association’s complete liquidation.
The relationship between an association and its members is a legal relationship, which also applies the relationship between committee members and the association. A legal relationship is a relationship between parties that is shaped by the law and the articles of association.
In contrast to Germany and Austria, in Switzerland no list of associations is kept by state authorities. Many communities keep a list of the addresses of local associations on their website.
An association is a group of people organised for a joint purpose. Membership refers to the legal relationship between members and the association. Depending on the articles of association, the general meeting or the committee decides on the acceptance of new members. Members have rights and obligations. They may leave the association and must observe the notice period according to the articles of association. If no notice period is specified in the articles, the law provides for a period of six months at the end of the business or calendar year.
The mission statement describes the values on which an organisation is based. It provides guidance, both internally and externally, and answers the following questions: Who are we, what are we doing, why are we doing it and how are we doing it? Just as important as the final document is the joint development of the mission statement (mission statement process). It is this process that really benefits the organisation. A successful mission statement should be suitable for everyday use.
Customary rights apply within the context of associations, too. If certain things have been done for a long time in a certain way, without being specified in the articles of association, one speaks of observance, which has the same meaning as common practice or usage.
If an association wishes to open a cash account in its name, it must fill out a corresponding form with the post office or the bank and submit this form together with the founding minutes, the articles of association and the names of the authorised signatories.
Associations are organisations centred on persons. The focus is on people and not on capital as in the case of foundations or stock companies.
If legal proceedings are instituted against an association, the domicile of the association shall be the place of jurisdiction (place of the competent court).
The seat of an association corresponds to its domicile. The seat is always a municipality. It can be chosen freely and is usually specified in the articles of association. If the articles of association do not specify a registered office, it is located at the place where its administration is seated. The registered office of the association may also be the domicile of the president or the seat of the administrative office, and thus change. In this case, it is called a non-fixed domicile. The registered office of an association is also the general place of jurisdiction and the tax domicile of the association. If an association has to register with the commercial register or wishes to do so, the registration takes place at the municipality of its registered office or at the relevant commercial registry office. The association’s address (legal domicile) may be different from the registered office.
Either the people to whom an association’s activities are directed or those who support its goals are the target group of that association. It is important to have a good knowledge of the target group in order to design the services and funding requests accordingly.
Question
We recently formed a leisure association. The articles of association for the new association are already in place. Where exactly does a charitable association have to be registered?
Answer
Generally speaking, associations are not subject to a registration obligation in Switzerland. An association becomes legitimate as soon as written articles of association and founding minutes are available.
Some cantons require associations to register with the tax authorities (regardless of whether they need to pay taxes or fall below the applicable exemption limit). At present, these are the cantons of Bern and Lucerne. Information about this can be found on the website of the cantonal tax authorities.
Associations can be entered in the respective canton's commercial register on a voluntary basis. An entry is mandatory if an association conducts business activities in a commercial manner in order to fulfil its purpose and if it is subject to auditing. In order to make its offering known to potential users, it should, of course, inform the municipalities and specialist bodies in its catchment area accordingly.
Question
In all of its German-language documents, our association has included the term "Vereinsversammlung" (translated literally as association meeting but rendered as general meeting in the Swiss Civil Code). A member has now complained that it should actually be "Generalversammlung" (general meeting). Which is correct?
Answer
The term "Generalversammlung" is indeed often used in place of "Mitgliederversammlung" (members meeting) or "Vereinsversammlung". This term isn't found in Swiss association law. Here, the terms used are "Vereinsversammlung" and "Mitgliederversammlung". The organisation of the association is governed in the Swiss Civil Code (ZGB) in Articles 64 to 69 under the title "I. Vereinsversammlung". In the French version of the Swiss Civil Code, however, the term "assemblée générale" is also used.
The term "Generalversammlung" is used in the German-language version of the Swiss Code of Obligations (SCO) in connection with public limited companies and cooperatives. While an association is person-oriented, including at its "Mitgliederversammlung", a public limited company gathers its capital (shareholders) at its "Generalversammlung".
German-language articles of association that include the term "Generalversammlung" are not invalid for this reason, however.
Many associations whose activities are realised by permanent employees entrust an administrative office with the performance of tasks and/or the administration. While the administrative office is acting on an operational level, the committee is acting on a strategic level.
Question
Is it admissible for an association to consist of committee members only?
Answer
An association that has no members other than committee members is legitimate, too. In this case, the general meeting consists of the committee members only. It is important that such an association comply with the legal provisions governing associations: It has to convene a general meeting, hold elections, adhere to democratic processes, observe obligations to refrain from voting, etc. For such an association it is particularly important to choose one or two auditors in order to provide supervision and some sort of protection for the executive committee, because the committee cannot relieve itself.
It may be stipulated in the articles of association that the executive committee shall decide on the admission of new members. The executive committee thus determines whether further members are to be admitted or whether membership remains limited to members of the executive committee.
The committee is the executive body of the association and manages the association’s business on behalf of the general meeting. As the executive body of the association, it develops and implements the strategic objectives of the association. It is responsible for fulfilling the purpose of the association, for setting objectives and controlling them, for organising tasks and/or the operation, for the procurement and use of funds (finances) and for the preparation of the annual report including the profit and loss accounts for the attention of the general meeting. An association may also entrust an administrative office or secretariat with the management. In this case, the committee is responsible for their supervision. The executive committee is elected by the general meeting and is accountable to it (annual report). Its duties and powers are defined by law, the articles of association and resolutions taken by the general meeting. The law does neither prescribe a minimum number of committee members nor certain offices. The articles of association, on the other hand, may stipulate a minimum or maximum number or define offices and functions.
The committee is the executive body of the association and manages the association’s business in accordance with the law. It may delegate the executive management to the administrative office (the secretaries), the business operation or the operational management, but ultimately remains responsible.
The governing bodies of an association act on its behalf: The general meeting as the supreme governing body, the committee as the managing body and the auditors in charge of verifying the accounts. The association as a legal entity acts through its governing bodies.
The committee is the executive body of an association. It is entrusted with the association’s management and/or the management of its commercial activities. It is responsible for managing the association in accordance with its purpose, to use the funds wisely and to make sure that an appropriate organisation is in place. It also performs personnel management duties. Where the association is engaged in commercial activities or has an administrative office, the management task is limited to the development and monitoring of strategic guidelines for all matters and to the direct supervision of the executive management.
The members meeting is the supreme and most important governing body of an association. It usually takes place once a year (ordinary or statutory meeting). The members meeting is the legislature of the association. It issues and amends the articles of association, elects the committee and appoints other statutory bodies (such as auditors) and sets up working groups and commissions. It supervises the committee by reviewing and approving (or rejecting) the annual report (management report) including the annual accounts. With the approval, the meeting grants discharge to the committee. Depending on the articles of association, it may be responsible for other matters that have not been transferred to another body. The members meeting can also resolve the dissolution of the association. Members must be invited in due time to the meeting and are entitled to submit motions. They are allowed to speak on agenda items, take part in discussions or make counter motions. Members may themselves request the convening of a general meeting. Under the law, it is sufficient if one fifth of the members request an extraordinary general meeting.
The general meeting is the supreme governing body of an association. It has more authority than the committee. The general meeting elects the committee and is responsible for the amendment of the articles of association and for giving instructions to the committee. It approves the annual report of the committee and grants or refuses its discharge. Within the democratic structure of an association, it corresponds to the legislature because it passes the articles of association.
The basis for the foundation of an association is the intention of several persons to choose the organisational form of an association to achieve a common goal. In order to establish an association, a founding contract, founding members and a foundation meeting with the stated intention to found an association and the approval of written articles of association are necessary. The articles of association shall describe the purpose, the means and the organisation of the association. It is sufficient if two persons are involved in the foundation. The minutes of the foundation meeting establish the association as an independent legal entity, i.e. as a legal person. The association attains its capacity to act as soon as its bodies are appointed, i.e. once the committee is elected. An association can consist of the committee alone. However, the articles of association may also provide for a higher minimum number of members. An obligation to register in the commercial register exists only for associations that engage in commercial activities.
The founding minutes provide information about the persons present at the foundation meeting and the founding act, i.e. the decision to jointly establish an association. It confirms the approval of the articles of association and the election of the committee (and the auditors, if applicable). The articles of association must be signed if an entry in the commercial register is planned; the founding minutes contain the names of the founding members and are signed by the person taking the minutes and by the chairperson, if applicable.
Question
How many founding members are required in order to establish an association? Can I form an association as an individual?
Answer
Under Article 60 of the Swiss Civil Code (ZGB), associations are a "corporate group of persons". A single individual is therefore unable to establish an association; it is not possible to form an association with yourself. Two people is the absolute minimum number required.
However, we advise against establishing and running an association with just two people. There are repeatedly decisions to be taken, even at the foundation stage. In a stalemate situation, it is not possible for two people to pass resolutions. The term "association" itself also makes apparent that the body is a group and that it is not possible for a single person to establish an association.
Question
Three of our founding members have stepped down from the committee with the intention of establishing their own association. They claim that they can use the logo jointly developed at the time the association was founded for their new group. Do these founding members have the right, to simply "take" the name and logo of the existing association with them?
Answer
The association is an independent (legal) entity. This means that it can perform legal actions and own property, material assets, etc. Objects and funds do not belong to individuals, but rather the association as such. Founding members do not have any special rights in this regard.
The logo therefore unequivocally continues to belong to the original association. This is, of course, as long as nothing has been agreed to the contrary.
The founding minutes provide information about the persons present at the foundation meeting and the founding act, i.e. the decision to jointly establish an association. It confirms the approval of the articles of association and the election of the committee (and the auditors, if applicable). The articles of association must be signed if an entry in the commercial register is planned; the founding minutes contain the names of the founding members and are signed by the person taking the minutes and by the chairperson, if applicable.
The association acquires legal personality with its lawful foundation, i.e. as soon as the founding members have held the foundation meeting and approved the written articles of association. From that moment, the association is a legal person and can establish rights and obligations. It has legal capacity to act as soon as its governing bodies are appointed. The legal capacity of the association ends with the association’s complete liquidation.
Question
How many founding members are required in order to establish an association? Can I form an association as an individual?
Answer
Under Article 60 of the Swiss Civil Code (ZGB), associations are a "corporate group of persons". A single individual is therefore unable to establish an association; it is not possible to form an association with yourself. Two people is the absolute minimum number required.
However, we advise against establishing and running an association with just two people. There are repeatedly decisions to be taken, even at the foundation stage. In a stalemate situation, it is not possible for two people to pass resolutions. The term "association" itself also makes apparent that the body is a group and that it is not possible for a single person to establish an association.
Question
I would like to found a Swiss association together with several persons who are residing abroad. May these persons be founding members and may they be elected to an office?
Answer
Persons with residence in a foreign country may be founding members, committee members and/or future members of an association domiciled in Switzerland. An association domiciled in Switzerland is governed by Art. 60 ff. of the Swiss Civil Code; it can be founded as such if it has any relation to Switzerland: area of activity (also) in Switzerland, open (also) to members from Switzerland. For associations with an international background it makes sense to have at least one committee member who is a Swiss resident.
If a Swiss association has (committee) members with residence in a foreign country, it must ensure that these members are able to assume their rights and duties. To this end, it can hold the committee meetings/general meetings via an online conference room (e.g. via Skype) provided all members are invited in time, receive the necessary documents and access data, etc. The articles of association must provide for general meetings (and/or committee meetings) to be held online.
Question
Is it permitted for an association not to charge membership fees?
Answer
Yes, an association is under no obligation to charge membership fees. Under Article 71 of the Swiss Civil Code (ZGB), an association is even only permitted to demand membership fees if this issue is expressly governed in its articles of association. Here, the articles of association may specify a minimum or maximum amount or state a range. Since the liability of members has been excluded by law, it is no longer necessary for a fee amount to be defined in the articles of association.
The setting of a fixed fee amount in the articles of association is not advisable, as the articles of association will otherwise need to be updated each time the fee is amended.
Some articles of association include a provision that obliges members to take on functions within the association.
The articles of association may provide that the committee is not elected by the general meeting, but by another body, for instance by the committee itself. If the committee appoints new committee members, this is called co-option.
The articles of association can state that in addition to the membership fees, members have to inject money into the association in case the funds are insufficient to cover the association’s debts. In most articles of association, the obligation to make additional payments is explicitly excluded. Since 1 June 2005, the obligation to make additional contributions is no longer required by law but it may still be provided for in the articles of association, if necessary.
Question
Our articles of association state that the invitation to the general meeting must be issued in writing. Are we also allowed to send the invitation via e-mail?
Answer
In order to convene a general meeting in accordance with Article 64 of the Swiss Civil Code (ZGB), the articles of association and/or, where applicable, a certain association practice must be adhered to. If the invitation has been sent by letter until now, a sudden change to e-mail may be challenged under certain circumstances if the invitation doesn't reach all members. The decisive factor is that all individuals who are entitled to participate are made aware of the convocation in good faith and in a timely manner that allows for them to actually participate.
It is therefore advisable to formulate the form of convocation precisely in the articles of association. Various types of convocation are possible: by letter, via e-mail, a notice on the association noticeboard, newspaper publications, as part of association bodies, etc.
The law does not specify a specific form for the exercise of the right to put forward motions, with this also being true for the requesting of an extraordinary general meeting. Unless the articles of association stipulate otherwise, other means are therefore also possible for motions: e-mail, phone, etc.
Question
We are in the process of establishing a new association that wants to launch a new sport in the municipality. Can we write in the articles association that in the event of the association's dissolution, the liquidation proceeds will be handed to the municipality for management. (If a new association with the same objectives is founded.) Should it be stated in the dissolution article that the association records should be handed over to the municipality for archiving?
Answer
Generally speaking, the articles of association should not contain any provisions that also pertain to third parties if they have not provided their express consent to such a regulation. Specifically, this means that associations must enquire with the municipality as to whether it agrees to manage the money and archive the association records.
Question
Our committee does a great deal of work and without compensation. Can we at least waive the annual fee for the individual committee members?
Answer
As all association members generally have the same rights and obligations, this also applies to the payment of the annual fee. An exception can only be made if a corresponding provision is contained in the articles of association. For example: "Committee and honorary members are exempted from the membership fee obligation".
Question
I would like to found a Swiss association together with several persons who are residing abroad. May these persons be founding members and may they be elected to an office?
Answer
Persons with residence in a foreign country may be founding members, committee members and/or future members of an association domiciled in Switzerland. An association domiciled in Switzerland is governed by Art. 60 ff. of the Swiss Civil Code; it can be founded as such if it has any relation to Switzerland: area of activity (also) in Switzerland, open (also) to members from Switzerland. For associations with an international background it makes sense to have at least one committee member who is a Swiss resident.
If a Swiss association has (committee) members with residence in a foreign country, it must ensure that these members are able to assume their rights and duties. To this end, it can hold the committee meetings/general meetings via an online conference room (e.g. via Skype) provided all members are invited in time, receive the necessary documents and access data, etc. The articles of association must provide for general meetings (and/or committee meetings) to be held online.
In the context of organisations, the term representation generally means legally binding action for a third party. Any member of an association may be represented by a proxy in the general meeting if that is provided for by the articles of association. The committee may issue a deputising regulation for the members of the committee. However, the general rule is that only those who are present have the right to vote at meetings. When assigning tasks to the committee members, it is important to think of deputies for all functions, so that the committee can fully perform its duties even in the case of long absences of individual colleagues. The committee acts as executive body for the association. Its actions are legally binding for the association. The committee is responsible for the management of the association. It may delegate the management function to the administrative office, for example. In this case, the administrative office acts for the association on behalf of and instead of the committee. The administrative office’s actions, like those of the committee, are legally binding for the association, i.e. the administrative office is responsible. Each committee member is entitled to represent the association externally and to enter into commitments that are binding for the association. If an association wants to prevent this, it must have itself registered in the commercial register and have the right of representation be specified there.
Question
A member of our association's committee has tendered his resignation, as he is moving away from the area. However, only around 18 months of the four-year term of office have passed. Is it actually permitted for this individual to step down? Where necessary, is the committee itself able to define a new member prior to the next general meeting so that it remains able to perform its function?
Answer
It often occurs that a committee member is unable or does not wish to complete his or her term of office. Committee members also have the right to withdraw from the association. Should a committee member step down at the end of an association year, by-elections usually take place at the next general meeting.
If a committee member stands down during the course of the year and their absence is manageable, it is possible to wait until the next general meeting. However, if the committee is urgently relying on a replacement so that it can continue its business, it is beneficial if the articles of association allow for so-called co-optation. This means that the committee itself can hold a by-election. The corresponding article may then, for example, read as follows: "Vacancies that emerge during the course of a business year can be re-filled by the committee itself prior to confirmation by the general meeting". If this option is not provided for in the articles of association, the committee can hold elections at an extraordinary general meeting. Or it has to see how it can get things done without a replacement. In any case, it is the responsibility of the departing committee member to ensure the careful handover of official business.
In general meetings or committee meetings, occasionally subject matters are discussed which do not have to be approved by members. It is sufficient if members are informed about such matters. Any subsequent discussions or decisions (voting) will take place in later meetings. Example: Depending on the articles of association, the general assembly takes note of the budget or approves the budget.
Question
We would like to add the option of a written vote instead of a general meeting to the articles of association. What needs to be considered here?
Answer
Article 66(2) of the Swiss Civil Code (ZGB) provides the following legal provision: "The written consent of all members to a proposal is equivalent to a resolution of the general meeting". This means, however, that all of the members have to take part in and consent to the written vote.
The possibility of passing resolutions in writing can also be governed in the articles of association. For example, this could be formulated as follows: "Resolutions may be passed by circular (by letter, e-mail or electronic voting platform) (in justified exceptional cases).
However, written resolutions entail significant disadvantages: unlike at a physical meeting, discussions cannot take place once resolutions are passed in writing. Motions on existing agenda items (amendments and countermotions) or additional election proposals have to be submitted in advance. We therefore advise against the general replacement of physical meetings with the written passing of resolutions.
If an association nevertheless opts to pass a resolution in writing, it is important that the provisions laid down in the articles of association are adhered to: invitation period, attendance quorum (participation quorum), required majorities. The association must ensure that members vote themselves and only once, for example by signing the voting slip. The resolutions of the written vote should be recorded in a brief minutes document, including details of how many votes were received and how the vote was taken. It is also important to ensure that data protection is guaranteed.
