1. Name and headquarters
Under the name “Friends of Carina” a non-profit association with an unlimited duration is established pursuant to articles 60 et seqq. of the Swiss Civil Code (CC). Its headquarters are located in Zurich.
The purpose of the Association is:
a) to promote and support initiatives, projects and similar activities in the field of health and well-being in Switzerland and/or in developing or emerging countries;
b) to promote and support health centers and pharmacies for the needy, particularly in the slums of Buenos Aires and, where appropriate, in other developing or emerging countries;
c) to promote and support access to medical care and medication for the needy in Switzerland and/or in developing or emerging countries;
d) to promote and support the transfer of knowledge in the field of health and disease prevention in Switzerland and/or in developing or emerging countries.
The Association shall not pursue any commercial activities and shall not seek to make a profit. The members of its organs work on a voluntary basis.
To pursue its purpose, the Association shall be financed by:
a) membership fees;
b) proceeds from association activities (e.g. lunches);
c) donations and contributions of all types;
d) if applicable, subsidies from public institutions.
4. Financial year
The financial year commences on 1 September and ends on 31 August.
Natural persons and legal entities that support the purpose of the Association shall be eligible to become members.
Applications for membership shall be addressed to the Committee. The Committee is responsible for decisions regarding the admission of new members.
The membership fee is CHF 1,000 per calendar year. The full membership fee for the year must be paid, regardless of the date the membership is granted.
6. Resignation and exclusion from the Association, termination of Association membership
Resignation from the Association is possible per 31 December of each year. The letter of resignation must be received by the Committee by 30 November at the latest.
A member can be excluded from the Association at any time without a statement of grounds. The responsibility for decisions regarding exclusion lies with the Committee; the member is entitled to represent its case regarding an exclusion to the General Meeting, which will reach the final decision.
Membership expires automatically
a) for natural persons upon resignation, exclusion or death;
b) in the case of a legal entity, upon resignation, exclusion or dissolution of the legal entity.
7. Organs of the Association
The Association is composed of the following organs:
a) the General Meeting;
b) the Committee.
8. The General Meeting
The General Meeting is the supreme organ of the Association. It consists of all members of the Association. An Ordinary General Meeting shall be held once per year after being called by the Committee.
Notice of the General Meeting, including the agenda items, shall be given by the Committee at least 14 days in advance. Invitations by e-mail are permissible.
Requests by members to place items on the agenda for the General Meeting must be received by the Chair at least 20 days before the General Meeting.
The Committee or 1/5 of the members may at any time request that an Extraordinary General Meeting be called. In such cases, the purpose thereof must be stated.
The General Meeting has the following inalienable duties and powers:
a) approving the minutes of the last General Meeting;
b) approving the Annual Report submitted by the Committee;
c) approving the annual financial statements;
d) giving discharge to the Committee;
e) electing the Chair and the other members of the Committee;
f) reviewing the annual budget;
g) reviewing the Association’s program of activities;
h) undertaking amendments to the Articles of Association;
i) decision-making responsibility for contested Committee decisions concerning the exclusion of members;
j) decision-making responsibility for the dissolution of the Association and the disposal of funds from liquidation.
A General Meeting may be held by telephone conference, video conference or using similar technological tools.
For all duly convened General Meetings, the quorum shall be reached with the number of members present.
The members pass resolutions by a simple majority of the members present. In the event of a tied vote, the Chair shall have the casting vote.
A record shall be made of the resolutions passed.
9. The Committee
The Committee shall consist of at least two persons.
The following are represented on the Committee:
It shall be possible to combine functions. With the exception of the Chair, the Committee constitutes itself. The term of office is three years. Re-election is possible.
The Committee is responsible for the day-to-day business and represents the Association externally.
The Committee shall have all competencies which are not delegated to another organ by law or according to these Articles of Association. It may issue regulations and establish working groups (expert groups).
It may employ or commission persons to achieve the objectives of the Association against appropriate compensation. Accumulation with a Committee function is not permitted.
The Committee shall meet as often as business requires. Each member of the Committee may request that a meeting be called. In such cases, the reason for the meeting must be stated.
If no member of the Committee requests verbal deliberations, resolutions shall be passed by means of written consent (including e-mail) as well as by telephone conference, video conference or other comparable technological tools.
The Committee acts in a voluntary capacity and may claim reimbursement for expenses incurred.
10. Authorized signatories
Each member of the Committee has joint signatory authority for the Association.
The liabilities of the Association shall be limited to its assets. Members shall not have any personal liability.
12. Dissolution of the Association
The dissolution of the Association is resolved by the General Meeting and requires a two-thirds majority of the members present.
A merger can only take place with another legal entity domiciled in Switzerland which is tax-exempt due to its non-profit or charitable purpose. In the event of dissolution, the profits and capital shall be transferred to another legal entity domiciled in Switzerland which is tax-exempt due to its non-profit or charitable purpose. The distribution of the Association’s assets among the members is excluded. This regulation is irrevocable.
13. Entry into force
These Articles of Association were adopted at the inaugural General Meeting on 9 June 2017 and came into force on that date.
Zurich, 9 June 2017