Byelaws

Statutes of the Society Moving Culture
Society for Cooperation
with Central Asian Arts & Culture
(Unofficial translation from German Original)
Content
I.        Name, Legal Status and Domicile
II.       Objective and Implementation Approach
III.     Membership
IV.     Organization
V.      Finances
VI.     Special Provisions

 

Name, Legal Status and Domicile

Art. 1        Name and Legal Status

The society Moving Culture “Society for Cooperation with Central Asian Arts and Culture” is a non-profit association according to art. 60 ss of the Swiss Civil Code. The duration of the Society is unlimited and does not pursue economic goals or objectives.

Art. 2        Domicile

The domicile of the Society is at the domicile of either the Secretary of the Board (“Aktuar”) or of its Managing Office (“Geschäftsstelle”).

Objective and Implementation Approach

Art. 3       Objective

The objective of the Society is the promotion of art and culture in Central Asia (Kazakhstan, Kyrgyz Republic, Tajikistan, Turkmenistan, Uzbekistan).

Art. 4        Implementation Approach

1 In the pursuit of its objectives, the Society undertakes the following functions:

  1. Directly or indirectly supporting partner organizations in Central Asia financially and/or professionally.
  2. Operating as a link and facilitator of contacts between arts and culture organizations in Switzerland and Central Asia.

2 In the pursuit of its objective, the Society may collaborate with public and private institutions promoting similar objectives.
3 The Society may not yield monetary benefits to its members. The Society is not profit making.

Membership

Art. 5       Membership

1 Any physical persons and legal entities that recognize and are ready to promote the objectives of the Society may become members of the Society.
2 The Society comprises the following categories of members:

  1. Individual members
  2. Collective members (legal entities)
  3. Sponsors

3 Individual members are physical persons. Collective members are legal entities, in particular private and public culture institutions, business entities, education and research institutions as well as Societys, foundations and public communities.
4 Members and sponsors may actively contribute to the accomplishment of the objectives.

Art. 6       Voting Rights

1 Individual and collective members are entitled to vote.
2 Collective members may vote in accordance with art. 20 of the statutes.

Art. 7        Sponsors

1 Sponsors are physical persons or legal entities that support the objectives of the Society in the current year with a freely chosen financial contribution.
2 Sponsors have no voting rights, but they may participate at the General Assembly.

Art. 8       Membership Fees

1 Membership fees are determined by the General Assembly.
2 If justified and substantiated, the Board may, in individual cases, reduce membership fees or consent that the membership fee is provided in the form of services instead of in cash.
3 Membership fees are due annually at the beginning of the business year. This business year is the calendar year.

Art. 9       Admission of Members

1 Requests for admission as member have to be in writing and addressed to the Managing Office.
2 Admission is approved by the Board of the Society. Approval requires the consent of all Board members. The decision by the Board is final, and there are no rights to recourse or appeal, neither to the General Assembly nor otherwise.
3 Reasons for the rejection of an admission request have to be specified, if so requested by the applicant in writing.

Art. 10      Duration of Membership

1 Membership starts with the admission decision by the Board.
2 Membership ceases due to:

  1. tendered resignation from membership
  2. non-payment of the membership fee
  3. exclusion
  4. legal reasons
  5. dissolution of the Society
  6. death of a member

Art. 11      Resignation from Membership

Cancellation of membership by a member is possible without giving reasons, but has to be in writing and addressed to the Secretary of the Board or the Managing Office. A member may only terminate its membership effective as per the end of a calendar year by giving three months prior notice. The stamp date will be considered to determine the time of the notice.

Art. 12 Non-payment of Membership Fee

Membership ceases automatically upon non-payment of the membership fee upon the second reminder having passed without response.

Art. 13     Exclusion

1 By simple majority the Board may exclude members who have severely violated the interests of the Society.
2 Before exclusion, the member has the right to be heard to.
3 An exclusion decision by the Board is to be communicated to the concerned member in writing and will be effective immediately. The decision of the Board is final and appeals to the General Assembly or otherwise is not possible.
4 Excluded members are liable to pay the current year’s membership fee and any other outstanding contributions and amounts.

Organization

Art. 14.    Organs of the Society

The organs of the Society are:

  1. the General Assembly
  2. the Board
  3. the Secretary of the Board respectively the Managing Office
  4. the Auditor
  5. the Project Groups

The General Assembly

Art. 15     Function

The General Assembly of the members is the supreme governing body of the Society.

Art. 16     Convocation

1 General Assemblies are convened by the Secretary of the Board or the Managing Office on behalf of the Board. The ordinary General Assembly takes place in the first trimester of the business year (calendar year). Extraordinary General Assemblies may be called by decision of the Board, upon request of at least 20% of the members or upon the request of the Auditor.
2 Invitations for General Assemblies together with the Agenda as well as necessary documents such as the Financial Statement and the Annual Report, are to be sent out to the members by regular mail or electronically at least 30 days in advance and are concurrently to be published on the website of the Society (if available).

Art. 17      Proposals

Proposals of members regarding additional items to be included on the Agenda of the General Assembly, including any supportive documents, need to be sent to the managing office of the Society, attention of the President at least 14 days before the date of the General Assembly.

Art. 18     Chair and Minutes

1 The President chairs the General Assembly. In case of his inability to attend, the meeting is chaired by the Vice-President. If the Vice-President is unable to participate, the General Assembly will elect a chairman for the day, with simple majority.
2 The Secretary of the Board or the Managing Director (“Geschäftsführer”) is responsible for the minutes which are countersigned by the chairman. The minutes are published on the website of the Society within 15 days after a General Assembly. If no website is available or if it is not possible to make the minutes available on the website, the minutes shall be sent to the members within the same period by regular mail or electronically. Objections against the minutes are to be addressed to the Board within 30 days after its publication or delivery, respectively.

Art 19       Duties and Competencies

The duties and competencies of the General Assembly are:

  1. Approval of the Annual Report, the Financial Statement, and taking cognizance of the Audit Report
  2. Election respectively voting out of the President and the other members of the Board as well as the Auditor
  3. Discharge the members of the Board and the Managing Director/Managing Office
  4. Modifications of and amendments to the statutes
  5. Taking cognizance of the annual program
  6. Determination of the annual budget as well as the membership fees
  7. Deliberation of proposals of the Board and of members
  8. Approval of all other matters submitted to the General Assembly by law, statutes or decision of the Board
  9. Dissolution of the Society and decision on the use of assets of the Society within the framework of the statutes

Art. 20      Voting

1 Decisions of the General Assembly are taken in open voting and with simple majority. Ballot voting is only resorted to upon the demand of the majority of the members present. In case of tie of votes, the President has the right of the final ballot.
2 All members present at General Assemblies have equal voting rights with the exception of the President or the chairman respectively who will have two votes in case of a tie. Proxy voting is not allowed for individual members. Collective members are considered as one member and exercise their voting right by an authorized representative.
3 In case of decisions on discharge of the members of the Board and the Managing Director or on legal issues and litigations between a member of the Society and the Society, represented by the Board, all directly involved persons are barred from voting.
4 Sponsors are invited to General Assemblies, however without voting right.

Art. 21      Elections

1 Elections are carried out by open voting unless the General Assembly decides otherwise.
2 Elected is who receives the simple majority. The simple majority is determined based on art. 20 para. 1 and 2 above.

Art. 22      Decisions by Circulation

On issues pertaining to the competence of the General Assembly, the Board is entitled in exceptional cases to resort to organize voting by electronic means. Decisions are taken by the majority of the valid votes, cast within the set deadline.

The Board

Art. 23     Function

The Board is the supreme executive body of the Society.

Art. 24      Composition

1 The Board consists of at least three and at the most seven members.
2 The Managing Director is not a member of the Board, but participates in Board meetings in an advisory capacity.

Art. 25     Election and Tenure

1 Board members are elected by the General Assembly for the period of one year. Tenure starts with election at the Constituting Assembly of the Society, respectively the General Assembly and ends on the day of the next ordinary General Assembly. Re-elections are possible.
2 In case of Board members drop out during the tenure period, their seat remains vacant for the remainder of their term, unless the General Assembly elects a substitute. The Board will organize itself to manage its tasks.
3 The Board constitutes itself with the exception of the presidency.

Art. 26     Meetings of the Board

1 The Board meets as often as required, but at least twice in a business year (calendar year).
2 Board meetings are convened by the President. At least two Board members may demand that a Board meeting is convened.
3 Meetings are chaired by the President, and in case of his inability to attend by the Vice-President.
4 The Board may permit additional persons to participate in Board meetings in an advisory capacity.

Art. 27      Quorum

1 Valid decisions of the Board require the presence of at least half of the Board, including the chairman (President or Vice-President). Decisions are taken openly and by simple majority. Simple majority is determined in accordance with art. 20 para. 1 und 2 above.
2 In exceptional cases, decisions may be taken by written consultation, requiring a two-third majority. Such decisions have to be added to the minutes of the next regular meeting.

Art. 28     Duties and Competencies

The Board assumes all the tasks and has all the competencies that are not explicitly reserved to the General Assembly or other organs of the Society, namely:

  1. to lead the Society and to assure the strategic management within the objectives of the Society
  2. definition of activities, particularly projects, appointing Project Groups and defining their terms of reference as well as project controlling
  3. appointment, supervision and recall of the Managing Director and any other members of the Managing Office or an external managing office; to establish their terms of reference and remuneration
  4. deliberate on, setting the agenda for and implementation of ordinary and extra-ordinary General Assemblies
  5. Annual Report to the General Assembly
  6. budgeting and administration of the finances of the Society
  7. elaboration of statutes, proposals and regulations as well as rules of procedures
  8. admission of new members and exclusion of members
  9. constitution of committees and election of its members and their chairs

Art. 29     Delegation of Duties and Competencies

The Board may delegate duties and competencies to other organs or committees of the Society. In particular, an external managing office may be entrusted with the operational management of the Society.

Art. 30     Representation of the Society

The Board represents the Society. The Board regulates the power of its members to sign on its behalf; signatures have to be effected jointly by two. It may delegate some functions to the Managing Director and determines its signatory power.

The Managing Office („Geschäftsstelle“)

Art. 31     Function

1 The Managing Office executes the activities of the Society within the mandate given by the Board.
2 The Managing Office is headed by a Managing Director.

Art. 32     Duties and Competencies

1 Duties and competencies of the Managing Office are stipulated and defined in the terms of reference and rules of procedure issued by the Board.
2 The Managing Director participates in the meetings of the Board in an advisory capacity.

Art. 33     Delegation of the Operational Management

1 The Board may mandate the Managing Office function to an external managing office, the Managing Director of which would be subject to Board approval.
2 Tasks and competencies of an external managing office have to be defined by the Board in a management contract.
3 Such managing director participates in the meetings of the Board in an advisory capacity.

The Auditor

Art. 34     Function

The Auditor reviews the financial statements of the Society.

Art. 35     Duties

1 The Auditor reviews whether the Annual Report conforms materially and formally to the legal provisions and the statutes of the Society and certifies the Financial Statements. The business year corresponds with the calendar year. The annual accounts are closed per December 31 and an inventory is to be established with even date.
2 The Auditor submits to the Board for submission to the General Assembly a written report including recommendation to approve or reject the Annual Report.
3 The Auditor has the right to review at any times the books and cash on hand.

Art. 36     Election and Tenure

1 The General Assembly may have the audit carried out internally (a) or externally (b):

  1. The General Assembly elects annually at least one Auditor who scrutinizes the accounts and who effects a random inspection at least once a year. Members of the Board are barred from being concurrently a member of the Auditor.
  2. The General Assembly elects an external auditor, independent of the Society and licensed in conformity with the Swiss Audit Superintendence Law (RAG).

2 Tenure of the mandate is one year. Re-election is possible.

Project Groups

Art. 37     Function

Project Groups are temporary organs of the Society with a defined mandate issued by the Board or the Managing Office.

Art. 38     Duties

Project Groups implement the project mandate within the given timeframe in cooperation with the Board or the Managing office.

Art. 39     Composition and Obligation

1 Project Groups and their respective heads are appointed by the Board for a limited period of time. The further internal organization is left to the Project Groups themselves.
2 Project Groups shall be made up of members of the Society. In case of cooperation within a given project with external organizations, external persons may be included in a Project Group with the consent of the Board or the Managing Office.
3Members of Project Groups commit themselves to

  1. actively contribute to the project
  2. report to the Board or the Managing Office as prescribed and in particular to subject themselves to the project controlling.

Finances

Art. 40      Financial Means

1 The Society relies for its financial means on

  1. membership fees
  2. independent and project specific contributions
  3. income from services
  4. interests on capital

2 Membership fees are annually proposed by the Board to and determined by the General Assembly.
3 The necessary resources (finances, goods, services) for implementing the objectives of the statutes are mobilized inter alia through active fundraising.

Art. 41      Budget and Annual Financial Statements

1 The Board establishes a budget for every business year (calendar year).
2 The Annual Report (profit and loss account, balance sheet) and the Audit Report are to be submitted to the General Assembly for approval. They may be consulted by the members of the Society at the business address of the Society within 30 days before the date of the General Assembly.

Art. 42      Liability

Assets of the Society are exclusively held liable for commitments of the Society. Personal liability of the members of the Society is explicitly excluded.

Special Provisions

Art. 43     Language

1 Business and publication languages are German and English as a rule.
2 Meetings and publications may take place in other languages.
3 In case of discrepancies of elements available in multiple languages, the German version will prevail. This also applies for the statutes.

Art. 44      Change of Statutes

Modifications of the statutes are subject to the consent of the General Assembly by a two third majority of the votes validly cast.

Art. 45     Dissolution of the Society

1 The dissolution of the Society is subject to a decision by a two third majority of the General Assembly in which three quarters of all members are present.
2 In case the number of members present does not constitute the prescribed quorum, a second General Assembly is to be held within a month time. Such assembly may decide on the dissolution of the Society by simple majority of the valid votes of the members present. The simple majority is determined in accordance with art. 20 para. 1 and 2 above.
3 The liquidation of the Society is to be effected by the Board or the Managing Office unless the General Assembly decides to mandate a special liquidator. In case of liquidation of the Society, any remaining assets shall be transferred to an institution pursuing the same or similar objectives as the Society. The General Assembly decides to whom such assets are transferred.

Art. 46     Transitional Provisions

1 These statutes had been approved in the present form by the founding assembly on March 5, 2011, and are valid as of such date.
2 The first tenure of the Board starts with the date of the founding assembly and lasts till the ordinary General Assembly in 2013. After that date, the tenure of the Board always concludes after one year on the date of the General Assembly.

Done in Bern on March 5, 2011

The President                                                     The Secretary of the Board
Hanspeter Maag                                                  Marc Ghisi