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Articles of Association of SwissCubanCham - Swiss-Cuban Chamber of Commerce and Industry

Last updated: 5.12.2024

Articles of association

1. Name and Registered Office

Under the name SwissCubanCham - Swiss-Cuban Chamber of Commerce and Industry, SwissCubanCham - Cámara de Comercio e Industrie Suiza- Cubana, SwissCubanCham - Swiss-Cuban Chamber of Commerce and Industry, SwissCubanCham - Chambre de Commerce et de I’Industrie Suisse-Cubaine, SwissCubanCham - Camera di Commercio e Industrie Svizzera-Cubana (hereinafter referred to as SwissCubanCham or SCC) a legal entity within the meaning of Art. 60 of the Swiss Civil Code. The registered office and place of jurisdiction are in Zurich. The legal relationships of the association are governed by the provisions of the Swiss Civil Code, unless otherwise stipulated in the following Articles of Association.

Purpose of the Association

The purpose of the SCC is to promote economic and trade relations between Switzerland and Cuba. The SCC refrains from any political activity, does not conduct any commercial business and does not pursue any profit-making purposes. In particular, it makes its members available in an impartial manner:

  • the promotion of economic relations between Switzerland and the Republic of Cuba as well as between organizations and entrepreneurs with interests and business relations in these two countries;
  • to promote the interests of SCC members in the areas of services, trade, industry, finance and tourism between the countries and to facilitate the establishment of new or the expansion of existing connections by observing the markets and providing addresses of importers and exporters;
  • representing the interests of SCC members vis-à-vis the authorities in Switzerland and Cuba;
  • the collection and dissemination of information on legal and/or regulatory developments and general business opportunities that affect or are relevant to trade and business in Switzerland or Cuba and could be of interest to SCC members;
  • to do everything possible to facilitate trade between Switzerland and Cuba. This is achieved in particular through close cooperation and coordination with the Camara de Commercio de la Republica ade Cuba. La Habana (official Cuban Chamber of Commerce, Havana).
  • to make every effort to facilitate trade between Switzerland and Cuba. This is done in close cooperation and coordination with the Cámara de Comercio de la República de Cuba in Havana (official Cuban Chamber of Commerce, Havana).

These services are free of charge for SCC members, for non-members a reasonable fee will be charged.

Duration

The duration of the SCC is indefinite. The financial year ends on December 31.

Resolution

The dissolution of the SCC can be decided by the General Assembly with a two-thirds majority (2/3). In the event of dissolution, liquidation shall be carried out by the Executive Board, unless the Association Assembly appoints special liquidators. In the event of the dissolution of the SCC, the Association Assembly shall decide on the use of the assets.

2. Organization

The SCC consists of the General Assembly of the association, the Executive Board, the office and the controlling body.

3. Meeting of the Association

Regulation

The Association Assembly is the supreme body of the Association. It is made up of the members of the SCC. Each member has one vote.

The Association Assembly is authorized to amend the Articles of Association, approve the Association’s accounts, confirm the Board of Directors and the auditors and dissolve the Association. It monitors the activities of the bodies and can dismiss them at any time without giving reasons, without prejudice to the claims to which the dismissed persons are entitled under existing contracts.

Convening and Passing of Resolutions

The Annual General Meeting of the Association shall be held annually at the invitation of the Executive Committee with at least fifteen (15) days’ notice.

The Association Assembly is chaired by the President or, in his absence, by one of the Vice Presidents.

The Association Assembly passes its resolutions by a simple majority of the members present and entitled to vote, unless otherwise provided for by law or the Articles of Association. In the event of a tie, the President has the casting vote.

Any duly convened meeting of the Association shall be deemed to have a quorum. Resolutions may only be passed on matters that are on the agenda. The Association Assembly may decide to hold a secret ballot.

The Association Assembly is responsible in particular for:

  • Approval of the minutes of the last Association Meeting
  • Approval of the annual report, the annual financial statements and the auditors’ report
  • Discharge of the Executive Committee
  • Adoption of the budget
  • Election and dismissal of the Executive Committee
  • Election of the auditors
  • Adoption and amendment of the Articles of Association

Extraordinary meetings of the Association may be convened as required by resolution of the Executive Committee or at the request of at least one tenth (1/10) of the members.

4. Membership

Members

Members of the SCC can be natural and legal persons, including organizations under private or public law, who are involved or interested in the bilateral economic and trade relations between Cuba and Switzerland. There are the following categories of members:

  • Ordinary members: Ordinary members are companies and institutions.
  • Supporting members: Supporting members support the SCC through financial contributions and active participation in the realization of the SCC’s goals.
  • Individual members: The individual members are natural persons.
  • Honorary members: Honorary members have rendered outstanding services to bilateral relations between Switzerland and Cuba or to the SCC. Honorary membership is awarded by the General Assembly of the Association at the request of the Board of Directors.

Commencement and Termination of Membership

Membership begins with admission. It ends upon resignation, death, dissolution, bankruptcy or exclusion.

Applications for membership of the SCC can be made at any time. The application for membership must be submitted in writing to the office for the attention of the Executive Committee. The Executive Committee decides on admission.

The Executive Committee may reject an application for membership without giving reasons by majority vote and expel a member without giving reasons. The expelled member has the right to appeal against a decision of the Executive Committee at the next General Assembly of the Association within 30 days of written notification of the decision. The appeal must be addressed to the Executive Committee. The General Assembly shall make the final decision on the appeal by a majority of one vote more than half of the members present.

Members may only resign at the end of a financial year, subject to a notice period of three (3) months. The membership fee for the current financial year remains due. Members who resign or are excluded have no claim to the Association’s assets (Art. 73 ZGB).

Voting and Election Rights

Ordinary members, patron members and individual members each have one vote in elections and ballots. Honorary members participate in meetings in an advisory capacity. Legal entities exercise their voting rights through a written proxy, who does not have to be a member of the SCC. A member may be represented by another member. A member may not exercise more than three (3) proxies.

Rights and Obligations of Members

Members are entitled to free advice and support from the office in all matters relating to the purpose of the Chamber. The office may charge fees for special services and also reimburse cash expenses. Members must support and promote the efforts of the SKG. They must maintain secrecy about confidential matters of the SKG.

5. Membership Fee

The annual fees for ordinary members, patron members and individual members are determined by the Association’s General Assembly and must be paid no later than one month after invoicing.

The contributions paid during the year are calculated “pro rata”.

If, despite two reminders, a member has not paid the annual membership fee by March 31 of the year following the association meeting deciding on the annual membership fee, he/she shall be automatically excluded as a member. However, the SCC reserves the right to demand payment of the dues owed.

6. Executive Committee

Power of Representation

The Executive Committee is the governing body of the Association. It implements the resolutions of the General Assembly. The Executive Committee is responsible for supervising the office and decides on all business that does not fall within the remit of the General Assembly.

The Executive Committee represents the SCC externally. The Executive Committee determines who is authorized to sign and how signatures are to be affixed.

Composition of the Executive Committee

The Executive Committee shall consist of at least three (3) members elected by the Association Assembly, who shall perform their duties on an honorary basis.

The members of the Board of Directors must be members of the Association.

In addition, representatives of associations and other official institutions may attend meetings of the Board of Directors. They are not entitled to vote and cannot be invited to specific meetings or topics.

The term of office of the Board of Directors is four (4) years; re-election is permitted.

If a member of the Board of Directors resigns during their term of office, the Board of Directors may elect a new member, who must be confirmed by the next Association Meeting.

President, Vice President, Committees

The President shall be proposed by the Executive Committee to the members for election by the Association Assembly.

The Executive Committee elects one (1) Vice President from among its members.

The term of office of the President and Vice President is four (4) years. They may be re-elected. The maximum term of office for the President is eight (8) years.

The President appoints the Treasurer from the Executive Committee.

Meetings of the Executive Board, Passing Resolutions

The meetings of the Executive Committee are convened by the President. The Executive Committee is quorate if it has been duly convened. It passes its resolutions by a simple majority of those present. In the event of a tie, the Chairman has the casting vote.

Resolutions of the Board of Directors may also be passed by circular letter and electronically.

Any member of the Executive Committee may delegate his vote in writing to another member of the Executive Committee if he is absent from a meeting, whether for a specific motion, on a specific topic or generally for the meeting in question.

The members of the Executive Committee can resign at any time and new members can be co-opted.

The President may exclude the Head of the Secretariat for certain items on the agenda.

The secretariat keeps minutes of the meetings.

7. Offices

The Board of Directors may establish a permanent office in Switzerland and/or Cuba, determine its organization, rights and duties and supervise it. It may appoint a suitable company on a mandate basis as an office and transfer the administrative management to it.

The office reports to the President and the Vice President.

The office is responsible in particular for implementing the programs decided by the Board of Directors, handling day-to-day business, keeping the accounts, recruiting members, maintaining contact with members, authorities, associations and the local chambers of commerce as well as providing information and advice to third parties.

8. Control Body

The Association Assembly elects up to two auditors or a recognized auditing firm on the proposal of the Executive Committee to audit the annual accounts and present them to the Association Assembly.

The auditors are responsible for auditing the annual financial statements, the cash balance and the books. They are entitled at any time to request the presentation of the books and receipts and to determine the cash balance. The result of the audit must be communicated to the Board of Directors in writing for the attention of the Annual General Meeting.

The term of office of the auditors is one (1) year. The auditors may be re-elected.

9. Financial Management

The income of the SCO consists mainly of:

a) Annual membership fees b) Proceeds from events c) Fees for services provided to members and non-members d) Contributions from sponsors

To cover the general operating costs, the office is entitled to demand compensation for services from the members of the SCO and from third parties, whereby the members benefit from a reduced rate.

Liability

Only the association’s assets are liable for the liabilities of the SCO. Any personal liability (including the obligation to make additional contributions) of the individual members of the association is excluded.

Assets

The assets of the SCC are managed by the Executive Committee. Individual members have no claim to the assets of the association. In the event of the dissolution of the SCC, the Association Assembly shall decide on the use of the assets available after all liabilities have been covered, unless they are dedicated to a special purpose.

10. Final Provisions

These Articles of Association enter into force on 5.12.2022.

The revision of the Articles of Association was adopted in accordance with the resolution of the Annual General Meeting on 5.12.2022.

Zurich, 5.12.2022