SwissCham
Wiesenstrasse 10
P.O. Box 1073
CH-8032 Zurich
Switzerland

Phone: +41 41 620 66 83
Fax: +41 41 620 88 03






English German  

I. NAME AND DOMICILE
  Article 1
  Under the names SwissCham - Verband Schweizerischer Aussenwirtschaftskammern, SwissCham– Association des Chambres de Commerce et d'Industrie Suisses à l'Etranger, SwissCham - Association of Swiss Foreign Trade Chambers, SwissCham– Asociacion de las Camaras de Comercio e Industria Suizas en el Exstranjero, SwissCham– Associazione Camere di Commercio e Industria Svizzere all'Estero (henceforth referred to as SwissCham) exist an association with legal capacity in terms of Art. 60 ff, Swiss Civil Code. Domicile and jurisdiction are located at the same location as the Business Office.

To the extent not provided for in the bylaws below, the association's legal relationships are defined pursuant to the provisions of the Swiss Civil Code.

II. ASSOCIATION PURPOSE
  Article 2
  The purpose of SwissCham is to represent the interests of Swiss Foreign Trade Chambers, promote Swiss foreign trade and encourage contacts with appropriate offices domestically and abroad.

SwissCham

» represents the common interests of its members – private, non-profit economic organizations aiming at promoting economic relations between Switzerland and the member partner country in question;
» promotes exchanges among its members to achieve high standards of quality and greater efficiency;
» takes positions on Swiss foreign trade issues;
» promotes the recognition of private-sector foreign trade organizations within the administration, parliament and the broader Swiss public;
» its members promote Switzerland as a place to do business as well as the presence of the Swiss private sector abroad.
SwissCham may draft and publish press releases and/or other publications.

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III. TERM
  Article 3
  The association was established in 1935. The term for SwissCham is of unlimited duration. The fiscal year ends on December 31.

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IV. MEMBERSHIP
  Article 4
  The following may be accepted as full members of SwissCham:

» Swiss Chambers of Commerce established and active abroad,
» Chambers of Commerce active abroad and in Switzerland representing the interests of Switzerland and partner countries in a bilateral manner,
» Chambers of Commerce active in Switzerland that actively promote the economic relations with one or more foreign countries.
They may be either full or associate members.

Full members have clearly defined organizational and financial relationships and offer their members a comprehensive palette of services.

Associate members actively promote Swiss trade abroad, yet do not possess the same prerequisites as a full member.

The Association Assembly determines the rights and duties associated with membership.

  Article 5
  An application to become a member of SWISSCHAM may be submitted at any time. The membership application must be submitted in writing to the Business Office. The Association Assembly decides on the acceptance of new members.

People with special contributions to the benefit of the association may be appointed honorary members. They enjoy the same rights of membership, but are released from the ordinary duties to the association. The Board presents recommendations to the Association Assembly. The Association Assembly approves the nomination.

  Article 6
  A member may resign only at the end of the fiscal year maintaining a termination period of 6 (six) months. Members, who resign or are expelled, have no claims to the association’s assets (Art. 73, Swiss Civil Code).

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V. ORGANIZATION
  Article 7
  The SwissCham institutions are:

A. The Association Assembly
B. The Board
C. The President
D. The Business Office
E. The Auditors

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Association Assembly
  Article 8
  The Association Assembly is the supreme institution within the association. It is comprised of the full and associate members. Every full member has one vote. Associate members are entitled to express their views, but do not possess voting rights.

The Association Assembly is responsible for:

a) Amending the bylaws
b) Accepting the president’s annual report, annual accounts and the auditor’s report
c) Discharging the President and the managing director
d) Electing the Board
e) Electing the President
f) Electing the Auditors
g) Accepting members
h) Establishing annual membership fees
i) Dissolving the association
It oversees the activities of the institutions and may recall them at any time without justification notwithstanding claims accruing to the recalled parties from existing agreements.

The general Association Assembly convenes annually at the invitation of the President (in his or her absence, a vice president).

Extraordinary Association Assemblies may be convened at the resolution of the Board or at the request of one fifth of the full members.

The invitation period for the ordinary and extraordinary Association Assembly is six weeks. The agenda must be included in the invitation.

A quorum is established at the Association Assembly when one half of the full members are represented.

Resolutions are passed when a simple majority of the members present and eligible to vote so vote. The President casts the deciding vote in the event of a tie.

Guests may also be invited to the Association Assembly.

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The Board
  Article 9
  The Board consists of the President and at least 2 (two) members. The Board is limited to 8 members. The board elects two vice presidents from among its ranks. These two, together with the President, form the presidium.

The Board is elected for a term of three years. After the initial term expires, members of the Board are only eligible for a second term of office.

The President and both vice presidents elect the managing director. A head of Business Office may be elected in lieu of a managing director. The duties are established in writing. A member of the Board, but not the President, may be elected as the head of the Business Office.

The Board meets at the discretion and invitation of the President. Representatives of the members may be invited to the board meetings.

The Board has a quorum when it is convened in a proper manner. Resolutions are passed with a simple majority of those present. The President casts the deciding vote in the event of a tie.

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The President
  Article 10
  A person from the private sector should be appointed as the President.

The President may be elected to a second term. Article 9 applies in all other events.

The President represents the SwissCham. He or she conducts the business of SwissCham together with the vice presidents and in consultation with the managing director.

The President is authorized to sign individually with the right to assign a substitute. The other members of the presidium must sign jointly with another member.

The President may convene workshops and conferences of the presidium, the Board as well as members of SwissCham as required. Furthermore, he or she may include the managing director or the head of the Business Office.

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Business Office
  Article 11
  The Association Assembly determines the domicile of SwissCham. The presidium establishes its rights and duties.

The Business Office is subordinate to the presidium. The head of the Business Office has the power to sign jointly with one member of the presidium. The Business Office is specifically tasked with transforming programs resolved by the board, taking care of day-to- day activities, accounting, recruiting members, maintaining contac ts with members, authorities, associations as well as providing information and advice to third parties.

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Auditors
  Article 12
  The Association Assembly elects two auditors, responsible for reviewing annual accounts and making requests to the Association Assembly. The accounts must be provided to them for auditing in a timely manner prior to the ordinary Association
Assembly. The auditors are elected for a one-year term and may be re-elected.

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VI. FINANCES, LIABILITY, FISCAL YEAR
  Article 13
  SwissCham income consists primarily of:

a) Membership annual dues
b) Project credits
c) Income from events
d) Fees for services
e) Sponsorship payments
Membership dues are set to cover expenditures. Annual membership fees are paid in advance and are due by February 1 for the calendar year. New memberships during the year are calculated on a pro-rata basis. Membership dues may by reestablished at an Association Assembly.

As a rule, annual dues and special income should cover budgeted expenditures.

The association’s assets are solely liable for SwissCham obligations. Individual members are precluded from personal liability for association obligations.

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VII. AMENDMENT TO BYLAWS AND DISSOLUTION OF
       SwissCham
  Article 14
  A two-thirds majority of the Association Assembly is required to dissolve SwissCham and amend the bylaws.

SwissCham must be dissolved when the annual budget is no longer financed or when the board can no longer be appointed as stipulated by the bylaws.

In the event of the dissolution of SwissCham, the Association Assembly passes a resolution on the application of the assets pursuant to the association’s purpose.

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VIII. FINAL PROVISIONS
  Article 15
  These bylaws are also available in German and French.
The German version is considered the original text.

These bylaws enter into force on May 31, 2003 and replace the bylaws, dated June 3, 2000. The Association Assembly approved the bylaws on May 31, 2003, in Lisbon.

The President: Dr. Rolf M. Jeker

Scribe: Daniel Küng

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SwissCham, the Association of Swiss Foreign Trade Chambers since 1935, promotes Swiss exports and a Swiss economic presence abroad through its global network of member chambers. SwissCham currently has a total of 46 members -
33
full members and
13 associate members.