Statute of the UNITED FOR U (U4U) Association
TITLE AND OBJECTIVES
All members of the United for U (U4U) Association
Conscious of the need to work together to promote and facilitate the peace and prosperity of all people in urgent need of assistance, especially those affected by volatile security situation, hostilities, health emergencies, natural disasters and other unforeseeable events (“Affected persons”);
Referring to the freedom of association recognized, inter alia, in the Universal Declaration on Human Rights and Conventions of the International Labour Organization,
Affirming their right to organize freely their representation in keeping with the aforementioned international norms and standards for the purposes of all discussions and negotiations with the organizations, groups, entities and individuals to further the goals of the Association,
Reaffirming that associations and other groups in Switzerland have the right to draw up their rules and regulations, elect their representatives, organize their management and activities and formulate their programme of action independently and without any external interference,
Hereby constitute themselves as an Association, which shall be known United for U (hereinafter referred to as the “Association” or “U4U”).
Article 1: Name and Duration
Under the name “United for U Association” (hereinafter “the Association” or “UFU”), an association is constituted under private law within the meaning of articles 60 and following of the Swiss Civil Code (“CC”). Its duration is indefinite.
Article 2: Seat
The Association has its headquarters in the canton of Geneva, Switzerland. It carries out its activities in the territory of Switzerland, France and other countries.
Article 3: Mission and Mandate of the Association
The mission and mandate of the Association shall include, among other things:
- Protection of the rights, interests and welfare of all Affected persons;
- Provision of aid to all Affected persons;
- Establishment, development and maintenance of dialogue and cooperation with the United Nations system, non-commercial organizations, administrative authorities and all public sector entities with a view to securing aid for Affected persons;
- Cooperation with private sector entities, groups and individuals, sharing the mission of the Association and willing to provide aid to Affected persons;
- Defense, support and representation of Affected persons vis-à-vis any authorities, entities and individuals, where appropriate, to protect their rights, interests and welfare.
The Association shall not pursue any political, ideological or religious goals, collective or individual interests. It is established as a neutral humanitarian entity, mandated to assist all Affected persons, without any discrimination on any basis whatsoever.
The Association is non-profit.
Article 4: Principal activities of the Association
The mission and mandate set forth in Article 3 above shall be pursued through, among other things:
- Dialogue, cooperation and partnership with the organizations of the United Nations common system, intergovernmental, governmental, public and private sector entities, civil society actors, groups and individuals (“Partners and Donors”), with a view to securing the necessary resources, guidance, funds, goods and services required to advance the mission and mandate of the Association set forth in Article 3;
- Application for grants, contributions, in-kind donations and other assistance from Partners and Donors;
- Fundraising activities aimed at securing financial support for the implementation of the mission and mandate set out in Article 3;
- In relation to Affected persons, among other things, facilitate –
- Translation, transportation, legal, administrative and first aid services;
- Access to medical aid, mental health care, childcare, social and educational services, etc;
- Access to accommodation, food, clothes, furniture, appliances, local transportation and other essential day-to-day goods and services;
- Access to the local job market, including by helping to acquire the necessary skills, education and appropriate employment;
- Integration of the Affected persons into the local society to the fullest extent possible.
Article 5: Resources
Resources of the Association may come from donations, legacies, sponsorship, partnerships, public subsidies, membership fees, revenues generated by the Association’s assets, as well as any other resources authorised by the law. All resources of the Association shall be used exclusively for its not-for-profit purposes.
ORGANIZATION AND MANAGEMENT
Article 6: Members of the Association
The founders are the initial Members of the Association.
Additional Members may join the Association by submitting a request to the Board. The Board reviews membership applications and approve or deny it.
An applicant for membership may appeal the Board’s decision to the General Assembly of Members, which upon review of the appeal and the written response by the Board makes a final decision on the matter.
Article 7: End of Membership
- upon the resignation of the Member addressed to the Board at least 6 months before the end of the calendar year (art. 70 al. 2 CC)
- upon death of the Member if such Member is an individual and not the representative of an institution (art. 70 al. 3 CC),
- by exclusion decided by the General Assembly, with or without cause, within the meaning of art. 72 CC.
In any case, the fee for the current year remains due by the exiting Member.
A resigning or expelled Member has no right to the Association’s assets.
Article 9: Membership Fees
The Board shall decide on the principle of membership fees and their amount. It shall not exceed CHF100 per year.
Article 10: Organs of the Association
The bodies of the Association are:
- the General Assembly,
- the Board,
- the External Auditors, insofar as this is required by Swiss law.
The Board may create other bodies of the Association, including committees and sub-committees formed for a particular purpose (e.g. regional focus), ambassadors representing the Association, advisors and officers, etc.
THE GENERAL ASSEMBLY
Article 11: Principles
The General Assembly constitutes the supreme authority of the Association within the meaning of Articles 64 et seq. CC. It is composed of all Members
The General Assembly delegates to the Board the power to manage and represent the Association. The General Assembly retains the following inalienable powers:
adoption and amendment of the present Statute,
nomination, surveillance and revocation of the External Auditors,
approval of annual reports and audited accounts,
final decision on the exclusion of Members,
nomination, surveillance, discharge and revocation of Board members,
decision on the dissolution or merger of the Association,
management of all matters that are not the responsibility of other bodies.
Article 13 Meetings
Ordinary meeting of the General Assembly. The Ordinary General Assembly is held at least once a year, in person or through other means (e.g. through an online communication programme).
Extraordinary meeting of the General Assembly. Extraordinary meetings of the General Assembly may be called by the Board or at the request of at least 20 percent of all Members, in accordance with article 64 para. 3 CC.
Convocation. The Board shall convene the meetings of the General Assembly with a two-week notice. The agenda of the meetings must be sent with the invitations. The invitations may be sent by e-mail or by other electronic means such as messengers or social media groups dedicated to the Association.
Quorum. The General Assembly is validly constituted regardless of the number of members present.
The Chair. The President and in his/her absence the Vice-President (as defined in article 17 below), shall chair the meetings of the General Assembly.
Article 14 Decisions and Voting Rights
Voting rights. All Members have equal voting rights in the General Assembly.
Power of attorney. Members may vote in person or by proxy.
Process. Voting takes place by a show of hands. Upon request of at least one-fifth of the Members, voting may take place by secret ballot.
Majorities of votes. All decisions shall require a simple majority of all votes expressed (including votes by proxy), insofar as the present Statute do not provide for a different majority.
Decisions by circular letter. Proposals to which all Members have adhered in writing are equivalent to decisions taken by the General Assembly, in accordance with article 66 para. 2 CC.
Conflict of interest. In accordance with article 68 CC, a Member may not vote for decisions relating to a matter or a legal proceeding regarding the Association where he or she, his or her spouse, parents or relatives in direct line are a party to the matter.
Minutes. The meetings of the General Assembly and its decisions are recorded in the minutes.
Article 15: Principles
Role and powers. The Board is the executive body of the Association. It has the right and the duty to manage the affairs of the Association and to represent it in accordance with the Statute (Art. 69 CC). In particular, the Board shall take all necessary measures to achieve the purposes of the Association, ensure the correct application of the present Statute and any other internal regulations, administer the property, assets and resources of the Association, manage the accounts, engage and supervise a Director, if necessary, and convene and organise the General Assembly.
Pro-bono. Board members shall act on a pro-bono basis, with the exception of reimbursement of their effective costs and travel expenses. Potential attendance fees may not exceed those paid for official commissions of the Canton of Geneva. For activities that exceed the usual scope of the function, each Board member may receive appropriate compensation. Paid employees of the Association may only sit on the Board in an advisory capacity.
Article 16: Appointment of the Board
The initial Board members are appointed by the Founders. After that, the new members of the Board are appointed by the General Assembly by a simple majority.
Article 17: Composition
The Board shall be composed of at least three and at most five members.
The Board designates amongst its members, a President, a Vice President, a Secretary General, as well as any other function as it may deem necessary.
At least one member of the Board with signatory powers must be a Swiss citizen or a citizen of a member State of the EU or EFTA and have his/her domicile in Switzerland.
Article 18: Term
The Board members are appointed for a three-year term, renewable twice.
Article 19: Removal and Resignation
Removal. Board members may be removed by the General Assembly for just cause, in particular if the Board member has violated his/her obligations towards the Association or if the Board member is not in a position to exercise his/her functions correctly.
Resignation. Board members may resign at any time by submitting a written declaration to the Chair, specifying when the resignation shall take effect.
Vacancy during term of office. In the event of dismissal or resignation during the term of office, the Board may appoint a replacement member by co-optation, until the next General Assembly.
Article 20: Delegation and Representation
Delegation. The Board is entitled to delegate certain of its tasks to one or more of the Board members, including to Board sub-committees, to third parties, or to hired employees.
Representation. The Association is validly represented and bound by the collective signature of two Board members and/or any other officer or representative designated for this purpose by the Board by a power of attorney.
Article 21: Board Meetings
Meeting. The Board meets as often as necessary, but at least twice per year.
Process. Board members may validly participate in a meeting of the Board by video or telephone conference or any other form of communications equipment.
Convocation. The Chair of the Board shall convene Board meetings at least fifteen days in advance. The Chair may convene the Board with three days’ advance notice, where justified by urgent circumstances.
Article 22: Decision-Making
Votes and Majority. Each Board member shall have one vote. Decisions are taken by a simple majority of all votes expressed, as long as the present Statute or other internal regulations of the Association do not provide for a different majority. In case of a tie, the President shall have a casting vote.
Decisions by circular letter. The decisions of the Board can also validly be taken by means of a circular, including by email or other electronic media.
Minutes. The meetings of the Board and its decisions are recorded in the minutes.
- Miscellaneous and Final Provisions
Article 23: Secretariat
The Board may establish a secretariat and/or appoint a Director to manage the day-to-day affairs of the Association.
Article 24: External Auditory
Compulsory body. To the extent required by Swiss law, the General Assembly shall appoint the independent External Auditor in charge of (i) verifying the annual accounts of the Association and to submit a detailed report to the General Assembly and (ii) to ensure that the statutory rules of the Association (Statutes and internal regulations) are respected.
Optional body. The Association, which is not subject to the obligation to appoint an external auditor, may nevertheless decide to appoint one (or more) auditor(s), independent of the Board, who must establish a report for the attention of the General Assembly.
Article 25: Bookkeeping
Accounts. The Board must prepare for each financial year accounts as required by the applicable laws.
Fiscal year. The fiscal year begins on January 1st and ends on December 31st of each year.
Article 26: Liability
The Association is solely liable for its debts and obligations, which are guaranteed by its assets, to the exclusion of all individual responsibility of its Members.
Article 27: Dissolution
The Association may only be dissolved by a two-third (2/3) majority vote of all Members.
In such a case, the Board shall proceed with the liquidation of the Association.
The assets of the Association shall first serve to pay its creditors.
Remaining assets will be entirely assigned to a non-profit entity, which pursues similar public interest purposes and which is tax exempted.
In no event may the assets of the Association be returned to its founding members or Members, nor should they use some or all of the assets for their own benefit in any way.
Place and date of the constituent meeting of the Association
Geneva, Switzerland. 25 February 2022