Article 1 Name and Place of Business
Under the name Swiss HePa (hereafter referred to as the Association),
Schweizer Leberpatienten Verein,
Association Suisse des Patients Hépatologiques,
Associazione Svizzera dei Pazienti Epatologici,
exists as a non-denominational and politically neutral, non-profit organisation in the sense of Article 60 et seq. of the Swiss Civil Code, ZGB. The registered place of business of the Association is the location of the branch office.
Article 2 Purpose
The Association aims to support people with diseases of the liver and biliary ducts, and their relatives. As part of this work, the Association places particular importance on equitable and transparent collaboration with people from private and public law, organisations and commercial enterprises as well as their agents.
The Association is also involved in public relations work and cooperates with other organisations.
The Association does not pursue profit-making or self-help purposes.
Article 3 Membership
Individuals and corporations can become members.
The Executive Board is responsible for the admission of members.
Resignation from the Association can be effected by written declaration to the Executive Board.
A member shall be expelled by the Executive Board if he/she fails to meet his/her obligations even after two reminders or if he/she harms the interests of the Association.
Every member (regardless of whether an individual or corporation) has a vote.
Article 4 Bodies
The Association's bodies are as follows:
- the General Assembly
- the Scientific Advisory Committee
- the Executive Board
- the Branch Office
- the External Auditing Body
a) The General Assembly
The General Assembly is entitled to:
- elect members to the Executive Board
- elect the President and other Executive Board members
- select the external auditing body
- approve the annual report and yearly accounts
- set the membership fees
- pass resolutions on motions from the membership within the scope of the powers of the General Assembly
- approving and amending the Association's articles
- the dissolution of the Association
Members of the Executive Board are elected for 2 years; re-election is permitted.
Motions for the attention of the General Assembly must be submitted in writing to the branch office 10 days before the General Assembly.
The Executive Board shall call a General Assembly at least once annually, in the first half of the calendar year.
An Extraordinary General Assembly can be convened at the request of the Executive Board, the auditing body or with the approval of one-tenth of the membership.
Invitations to the General Assembly must be sent 20 days before the meeting.
The General Assembly shall pass resolutions with a simple majority of the votes cast.
In the event of a tie, the chairperson has the casting vote.
b) The Scientific Advisory Committee
- consists of people who are actively engaged or working in medical or scientific fields
- meets twice annually
- advises the Executive Board on agenda setting
- provides information on current themes in research and science
- the members of the committee shall make their contacts available
c) The Executive Board
The Executive Board consists of 3-7 members elected at the General Assembly.
With the exception of the president, who is elected by the General Assembly, the Executive Board is self-constituting.
The Executive Board constitutes a quorum when the majority of members are present.
The Executive Board is responsible for all matters that do not fall within the remit of the other bodies.
It is entitled to delegate individual powers generally or on a case-by-case basis.
In particular, the Executive Board is responsible for:
- decisions about the strategic positioning and leadership of the Association
- terminating existing business portfolios and establishing new business portfolios
- the external representation of the Association
- calling the General Assembly
- approving the total budget
- conclusion of contracts
- election of committees
- appointing members to the Scientific Advisory Board
- employment and dismissal of members of the Executive Board
- oversight of the activities of the branch office
The Executive Board shall be regularly informed about the course of business by the branch office.
The members of the Executive Board work in an honorary capacity and are only entitled to reimbursement of their actual expenses and cash outlays. Appropriate compensation may be paid for special services provided by individual members of the Executive Board.
Signature authorisation is regulated in a separate set of regulations.
The Executive Board may issue organisational regulations that regulate the responsibilities of the branch office.
d) The Branch Office
The Association shall maintain a branch office, responsible in particular for the following tasks:
- planning and implementation of activities in accordance with the strategic guidelines of the Executive Board
- implementation of the decisions of the Executive Board
- management of finance and donations
- administration of other Association business
- public relations in accordance with the guidelines of the Executive Board and the corresponding concept
e) The External Auditing Body
The external auditing body is elected by the General Assembly for an unspecified period of time, until revoked.
Article 5 Finances
In order to fulfil its functions, the Association shall raise funds through membership fees, voluntary contributions such as donations, legacies, endowments by foundations and similar, income from services provided to third parties and contributions from the public sector.
The Association shall be managed and administered according to commercial principles.
The trading year is identical to the calendar year.
Only the Association's assets shall be liable for the Association's obligations; any personal liability of the members shall be excluded.
Membership fees for the individual categories shall be determined by the General Assembly:
- Individual members
- Member organisations
Article 6 Alteration of Articles
The articles may be changed by a General Assembly resolution, should two-thirds of those present agree.
Article 7 Dissolution of the Association
The dissolution of the Association may only be decided at a General Assembly specifically convened for this purpose.
The dissolution must have the agreement of at least two-thirds of those present.
The funds remaining after the dissolution of the Association shall be donated to a tax-exempt institution, domiciled in Switzerland, with the same or similar purposes. Distribution among the members is not permitted.
Approved by the Founding Assembly on 22 November 2017 and completed by the Zurich cantonal tax office with the tax exemption decree on 24 July 2018.