SWISS HEALTH TOURISM
Swiss Association for Medical and Health Tourism
I. LEGAL FORM AND SEAT
Art. 1. Legal form
Swiss Health Tourism is a non-profit association within the meaning of Art. 60 ff. of the Swiss Civil Code.
Art. 2. Seat
The registered office is at the domicile of the Office of the Managing Director.
Art. 3 Purpose
The association aims at the exchange and support of companies and persons in the field of medical and health tourism. It promotes foreign demand for Switzerland and supports members in their communication activities.
The association can establish publications, provide advice, organize events and fairs, engage in mediation activities, develop standards and engage in charitable causes.
Within the limits of the funds available to it, the association considers the publication of information materials for the members of the association as well as for interested third parties.
The association serves the interests of Switzerland and focuses on social, economic and environmental sustainability.
Art. 4 Membership
Members of the association can become natural and legal persons as well as corporations of the public right, which support the purposes of the association.
Art. 5 Member Categories
1 Membership is possible in different categories. The Executive Board regulates the categories in a corresponding regulation.
2 The allocation or redistribution of the categories is made by decision of the Executive Board.
Art. 6 Admission
The application to join the association must be addressed to its president or its president; Acceptance is decided upon by the board.
Art. 7 Exclusion
The executive committee can decide the expulsion of a member at any time without giving reasons. Among others the following reasons can lead to an exclusion:
– if one does not meet the conditions of admission or no longer meets them at the end of the calendar year
– if one violates the duties of the association or if one otherwise violates the interests of the association in a serious way with immediate effect.
Art. 8 Resignation
Resignation on the part of a member takes place at the end of the calendar year. The letter of resignation must be sent to the President by registered letter at least six months before the end of the calendar year.
Art. 9 Organs of the Association
The Organs of the Association are:
– General Assembly
Art. 10 Function
The General Assembly is the supreme association organ.
Art. 11 Convocation
1 The General Assembly is convened by the President at least once a year. In addition, a general meeting must be held if at least two-thirds of the members request convocation.
2 The invitation and the agenda must be sent to the members at least 30 days before the General Meeting.
Art. 12 Duties and powers of the General Assembly
The General Assembly has the following tasks and powers:
– Amendment of and addition to the Statutes
– Election and election of the President and the other members of the Board
– Election and deselection of the auditors
– Supervision of and discharge of the members of the Management Board and the office
– Approval of the annual report, the annual accounts and the report of the statutory auditors
– Determination of membership fees
– Dissolution of the association
– Passing resolutions on all other transactions transferred to the General Meeting by law, statutes or resolution of the Executive Board
Art. 13 Function
The Board is the supreme executive body of the association.
Art. 14 Composition
1 The board consists of up to nine members, including the president.
2 The founding members each have one seat on the board.
3 The managing director belongs to the board with voting rights.
4 The board can form committees among its members.
Art. 15 Meetings of the Board
1 The board meets as often as business requires, but at least once a year.
2 The convocation is made by the President or by the President.
3 It is chaired by the President or, in the event of his or her absence, by another member of the Board of Directors.
Art. 16 Resolution of the Board
1 The decision requires the presence of at least 3 members, including the chairman. The decision is made openly and by the simple majority of the votes cast.
2 In exceptional cases, circular resolutions are possible. These should be included in the minutes of the next meeting.
3 In case of a tie, the President has the decisive vote.
4 The decision on expenditures exceeding a certain threshold necessarily requires the approval of the President. The board determines the limit amount in a separate regulation. The same applies to the resolution on the sale of assets.
Art. 17 Election and Term of Office of the Board
1 All members of the Board of Directors are elected by the General Meeting for a term of office of two years. It begins with the founding or general assembly and ends on the day of the ordinary general assembly in the second year. Substitute elections take place for the remainder of the respective term of office. Re-election is possible.
2 The executive committee is constituted itself – with the exception of the president.
Art. 18 Duties and Powers of the Board
The Board is entitled to all duties and powers that are not assigned to the General Assembly or any other body of the association by statutes or mandatory legal provisions, namely:
- Strategic leadership of the association;
- Supervision of the managing director and any other members of the office;
- Determination of specifications and compensation;
- Preliminary consultation and agenda of the business of the General Assembly;
- Resolution on the admission of members, their allocation to one of the member categories and their exclusion;
- Administration of club finances;
- Enactment of regulations;
- Establishment of committees and election of their members and chairmen.
Art. 19 Delegation of Tasks and Powers
The executive committee can delegate individual tasks, orders and authority to association organs, committees or also non-members.
Art. 20 Representation of the Association
The Board represents the club to the outside world. It regulates the signature authorization of its members as well as the office.
Art. 21 The Function of the Office
1 The office handles the day-to-day business in accordance with the instructions and guidelines of the Management Board.
2 It is under the direction of the managing director or the managing director.
Art. 22 Tasks and Powers
The duties and powers of the office are set out in the rules of procedure.
Art. 23 Function and Duties
1 The auditors verify that the annual financial statements comply with the law and the articles of incorporation in factual and formal terms.
2 It submits a report and application for approval of the annual financial statements to the Executive Board for the General Meeting.
3 The auditors have the right to inspect cash and books at any time.
Art. 24 Election and Term of Office
1 The General Meeting elects the auditors.
2 The term of office is two years.
Art. 25 Resources
1 The association draws its funds from:
- Membership fees
- Contributions from the public sector
- Contributions from organizations
- Sponsorship income
- Proceeds from consultations
- Proceeds from negotiations
- income from events
- Legacies, donations, and other benefits
- Capital gains
2 The membership fees are determined annually by the General Assembly for each member category separately.
Art. 26 Budget and Invoice Storage
1 On behalf of the Executive Board, the managing director draws up a budget each year.
2 Likewise, the income statement, the balance sheet and the audit report must be prepared and also submitted to the General Meeting for approval. They can be viewed by club members thirty days before the General Assembly.
Art. 27 Liability
For the debts of the association is liable only the club assets. Personal liability of the members, including the founding members, is excluded.
VI. FINAL PROVISIONS
Art. 28 Amendment of Statutes
1 The Statutes may be amended at any time in whole or in part.
2 The amendment of the Statutes requires a resolution of the General Meeting, which shall include at least two-thirds of the valid votes cast. All members of the Premium category, honorary members and the Executive Board present at the General Meeting are entitled to vote. In case of a hindrance, any requests for representation by registered letter must be sent to the President no later than 10 days before the General Meeting.
Art. 29 Dissolution of the Association
1 The dissolution of the association must be decided by the General Assembly, which is attended by at least three-quarters of the members of the Premium category, of which at least three-quarters agree to the dissolution.
2 The liquidation will be carried out by the office if the general meeting does not appoint special liquidators. If there is a surplus during the liquidation, it will fall to the founding members.
Art. 30 Transitional Provisions
1 These statutes were adopted at the founding meeting of 4 July 2018 and came into force on this date. They replace all statutes of older date.
Zurich, July 4, 2018