Statutes

Legal form, purpose and domicile

Art. 1

Legal form

Under the name SunHeart Business Leaders, a non-profit association exists in accordance with the present statutes and in accordance with Article 60 et seq. of the Swiss Civil Code.

Art. 2

Purpose of the organization

The SunHeart Business Leaders network connects people who promote good in the economy based on shared values. Together, they bring forth the business management of the future, guided by the highest moral and ethical principles. Network members are willing to share their knowledge and experience, as well as their assets, talents and skills, with other entrepreneurs, especially start-ups, who also want to contribute to good with their products and services.

Art. 3

Domicile of the association

The domicile of the association is at Grundstrasse 22B, in 6343 Rotkreuz, Switzerland. The association exists for an unlimited duration.

Organisation

Art. 4

The organs of the association

• the General Assembly;
• the Delegates Assembly;
• the board;
• the management;
• the auditors.

Art. 5

The funds of the Association shall consist of regular or extraordinary membership and sponsor contributions, gifts or legacies, income from the activities of the association and, if applicable, subsidies from public authorities. The fiscal year begins on July 1 and ends on June 30 of the following year. The association’s liabilities are covered by the association’s assets; personal liability of the members is excluded.

Membership

Art. 6

Membership is open to all individuals and organizations who have an interest in achieving the purpose of the association as stated in Art. 2 and who are committed to the values of SunHeart Business Leaders.

Within the limits of the resources at its disposal, the Association shall consider the publication of an information bulletin for the members of the Association as well as for interested third parties.

Art. 7

The association consists of

• Founding members
• individual members;
• collective members;
• experts;
• sponsors.

Art. 8

Applications for membership are to be addressed to the board. The board decides on the admission of new members or the possible exclusion of existing members. It is not obliged to inform the General Assembly about entries or withdrawals.

Art. 9

Membership expires through
1. resignation
2. expulsion for important reasons

Members are free to leave the association at any time. The membership fee paid for the current association year will not be refunded, not even pro rata.

The Board of Directors is responsible for the expulsion of a member. The member concerned may not appeal against this decision. The membership fee paid for the current association year will be refunded pro rata.

If membership fees are repeatedly not paid (for two years), this automatically results in the member leaving the association.

General Assembly

Art. 10

The General Assembly constitutes the supreme body of the association. It consists of all members of the association.

Art. 11

The General Assembly is responsible for the following tasks:

• The election of board members and auditors for a term of three years.
• Approval and amendment of the statutes.
• Approval of reports, approval of the annual financial statements, and decision on the budget.
• Deciding on the discharge of the board members and auditors.
• Expressing an opinion on other projects on the agenda.
• Deciding on the adjustment of the annual membership fees for individual and collective members.

Art. 12

The General Assembly is convened by the board at least 20 days in advance. If necessary, the board may convene an extraordinary General Assembly.

Art. 13

The General Assembly is chaired by the President or another member of the board.

Art. 14

Decisions of the General Assembly are made by a simple majority of the members present. In case of a tie, the chairperson casts the deciding vote.

Individual members have one vote, collective members have a maximum of two votes, provided that both eligible members are present in person. Sponsors do not have voting rights.

Art. 15

Voting is done by a show of hands. If at least five members request it, the vote will be taken by secret ballot. Voting by proxy is not possible.

Art. 16

The General Assembly meets at least once a year, convened by the board.

Art. 17

The agenda for the annual (ordinary) General Assembly includes:

• The report of the board on the association’s activities in the past year.
• The exchange or decision on the future development of the association.
• Reports from the treasurer and the auditor.

Art. 18

The board includes any proposal submitted in writing by a member at least 10 days in advance on the agenda of the (ordinary or extraordinary) General Assembly.

Art. 19

An extraordinary General Assembly is convened by the board or upon the request of one fifth of the members.

Board

Art. 20

The board is responsible for implementing and executing the decisions of the General Assembly. It manages the association and takes all necessary measures to achieve the purpose of the association. The board decides on all matters that are not expressly reserved for the General Assembly. These include:

• Election of delegates;
• Acceptance or rejection of submitted projects;
• Determination of the direction of work and leadership of the association’s activities.

Art. 21

The board consists of the president and at least one other board member.

The board organizes itself. It meets as often as required by the affairs of the association.

The board makes decisions unanimously. If no agreement can be reached, the president makes the final decision.

Art. 22

The association is obligated by the joint signature of two board members.

Art. 23

The tasks of the board are:

• Taking necessary measures to achieve the association’s purposes;
• Convening ordinary and extraordinary General Assemblies;
• Deciding on the admission, withdrawal, and possible exclusion of members;
• Ensuring compliance with the statutes, drafting regulations, and managing the association’s assets.

Art. 24

The board is responsible for the bookkeeping of the association.

Art. 25

The board is responsible for hiring (and possibly dismissing) an executive director as well as paid and volunteer staff of the association. The board may assign individual members of the association or external individuals for time-limited tasks.

According to the decision of the general assembly on December 5th, 2022, the management will be fully transferred to SunHeart Switzerland AG.

The corresponding framework agreement for this mandate was developed by the board of SunHeart Business Leaders in collaboration with the management of SunHeart Switzerland AG and was approved at the general assembly on December 5th, 2022.

The mandate for the collaboration can be terminated by either the board of SunHeart Business Leaders or the board of directors of SunHeart Switzerland AG, with a notice period of three months, ending at the end of the current fiscal year. Adjustments to the framework agreement can also be made at the end of the respective fiscal year, but require the approval of the general assembly.

Auditing

Art. 26

The auditor reviews the Association’s accounts and submit a report to the General Assembly. It consists of at least one auditor elected by the General Meeting.

Dissolution

Art. 27

The dissolution of the association is decided by the board and requires a two-thirds majority of the members present. If the association has assets, they will be transferred to an organization with similar purposes.

These statutes were adopted by the founding assembly on June 27th, 2018 in Rotkreuz, Switzerland.