Articles of Association of the Swiss OpenStreetMap Association
(unofficial translation of the German language original as of May 16th 2020)
An association according to Art. 60 ff. ZGB exists with the name of „Swiss OpenStreetMap Association“
The associations purpose is the support and advancement of projects, people, companies and organisations in all language regions of Switzerland that collect, use, process and distribute open and free geo-data. Such activities can be of non-commercial as well as commercial nature.
The association has no commercial purpose.
Funds and Activities
To support the associations goals the association commands over the membership fees as annually determined by the general assembly.
Further the association accepts donations of any kind.
If it is appropriate the association can provide services and products for consideration and on commercial terms.
The association can further become a member of or participate in other organisations that pursue similar goals. The board decides on such participation and membership.
As far as possible the associations activities are open to all parties interested in the purpose.
Every legal entity and natural person with interest in the associations purpose can become an active member with voting rights.
Applications for membership are to be addressed to the president of the association; the board decides on acceptance within 3 months after receipt of the application. If the membership fee is not paid by March the 31st of the current year, membership is suspended and the active and passive voting and election rights revoked. The board decides latest by the end of the year on the expulsion of such members. Acceptance of new members enters in to force after receipt of the membership fee.
At the request of the board the general meeting can appoint persons that have served the association or OpenStreetMap particularly well as honorary members. Honorary members have the same rights as active members, they are however exempted from the membership fee.
Termination of Membership
Membership is terminated
for natural persons by resignation, expulsion or death
for legal entities by resignation, expulsion or dissolution of the entity
Resignation and Expulsion
Membership in the association can be terminated at the end of the calendar year. The resignation letter must be sent to the president at least 4 weeks before the years end.
A member can be expelled at any time without reason. The board decides on the expulsion; the member can appeal the decision at the general meeting.
Bodies of the Association
The bodies of the association are:
a) the general meeting
b) the board
c) the auditors.
The financial year is the calendar year.
The association does not pay attendance fees. Travel and similar expenses can be reimbursed according to an expense policy approved by the general meeting
The General Meeting
The supreme body of the association is the general meeting. The ordinary general meeting takes play annually in the first semester.
The members are invited four weeks in advance by mail or e-mail including an agenda.
The general meeting has the following non-withdrawable duties:
a) Election and recall of the board and the auditors
b) Setting in to force and amending of the articles of association
c) Approval of the annual financials and auditors report
d) Approval of the annual budget
e) Determination of the membership fees
f) Handling of expulsion appeals
Every member has one vote at the general meeting; decisions are made with a simple majority.
Members can be represented by other members with a written power of attorney.
The board consists of at least three persons, the president, the treasurer and one assessor.
The board represents the association to third parties and conducts the current business.
The general meeting annually elects two auditors that inspect the books and at least one annually carry out a sample test of the bookkeeping.
The association can be legally committed by the signature of the president and a further board member.
For debts of the association only the funds of the association are liable. Personal liability of the associations members is excluded.
Amendments of the Articles of Association
The present articles can be amended if two thirds of the present members approve the changes.
Dissolution of the Association
Dissolution of association can be decided by a two thirds majority if three fourths of the membership participate in the meeting.
If less than three fourths of the membership participate in the meeting a second meeting is to be conducted with a month. At this meeting the the association can be dissolved with a simple majority even if less than three fourths of the membership are present.
In the case of dissolution of the association the associations funds will be transferred to an organisation with the same or similar purpose.
Entering in to Force
This version of the articles were approved at the association meeting on the May 16th 2020 and entered in to force at the same date.
The chairperson: The minute taker: