Statutes

This is a translation for comprehension. The German original is the legally binding version. Verein is translated as “association” throughout; it is the Swiss legal form under Art. 60 ff. of the Civil Code.

I. Name, domicile and purpose

Art. 1 Name, domicile

Under the name Starship Factory there exists a non-profit association in accordance with the provisions of Article 60 ff. of the Swiss Civil Code.

The association has its domicile in Basel.

It is politically and denominationally independent.

Swiss law applies to all legal disputes.

Art. 2 Purpose

Starship Factory enables everyone to be creative.

The basic idea of Starship Factory lies in passing on knowledge and in helping people put ideas into practice.

To that end the association provides both members and the general public with

The association does not seek profit.

Its bodies work on a voluntary basis.

Art. 3 Realisation of the purpose / regulations

The regular general meeting of members may issue regulations concerning the execution and realisation of the association’s purpose.

As long as no regulation exists, the regular general meeting decides at its discretion on the granting of services within the scope of the association’s purpose.

II. Membership

Art. 4 Acquisition

Natural persons who have completed their 18th year of age, as well as legal entities, may be admitted as members of the association upon application.

The regular general meeting is presented with all membership applications and decides on admission. It may reject an application without stating reasons.

Notes: association law provides that legally sound reasons must be given for rejecting a membership application unless “without stating reasons” is laid down. See Art. 9 (exclusion) for more details.

Art. 5 Honorary members

The regular general meeting may appoint third parties as honorary members if they meet the following criteria:

Honorary members may be given a user account with access to the association’s resources if this serves their contribution to the association. Written confirmation must be obtained from the honorary member that they will comply with the statutes, regulations and applicable laws. Depending on the field of work, confidentiality obligations may also have to be obtained.

Because of their personal situation, honorary members are exempt from the membership fee and have no voting rights.

Art. 6 Patrons

Patrons are natural persons or legal entities who take part in pursuing the association’s purpose through regular financial contributions.

They undertake to pay a quarterly patron’s contribution. The amount is entirely at their own discretion.

Patrons may withdraw at any time by written or verbal notice to the board. A contribution already paid for the current quarter cannot be reclaimed. Patronage lapses automatically if the patron’s contribution is not paid and a reminder is unsuccessful.

Patrons have no voting or election rights in the association.

Art. 7 Termination of membership, withdrawal

A member may withdraw from the association in writing with effect from the end of the quarter, observing a notice period of 30 days.

On withdrawal or exclusion of a member, that member’s rights in the association and all claims to the association’s assets lapse.

Notes: quarterly notice is a compromise between the financial security of the association and the financial planning security of the members. The association may only adjust its contributions quarterly, but members may then not withdraw more frequently either, so that the existence of the association is not endangered.

Art. 8 Suspension of membership

If a member is in arrears with their contribution, membership is suspended until payment is received.

Note: suspension of membership has the following effects:

So that it does not come to this, please apply in good time for a deferral of payment or for a reduction of the membership fee.

Art. 9 Exclusion

Especially protected article, see also Art. 33

In the case of gross or negligent breaches of general order, the board may bar a member from the premises until the next regular general meeting.

The general meeting then decides on the rehabilitation or the definitive exclusion of the member. The general meeting may then exclude the member without stating reasons.

Notes: Article 72 of the Civil Code requires that exclusions either take place without stating reasons where the statutes so provide, or on the basis of a list of reasons, or alternatively “for good cause”. Defining those reasons could become very complicated. We place trust in the general meeting not to exclude members on flimsy grounds.

Art. 10 Claims to the association’s assets

Members of the association have no personal claim to the association’s assets.

III. Resources

Art. 11 Membership fee

Every member is obliged to pay membership fees regularly.

The amount of the membership fee and the payment terms are laid down in the regulation on membership fees.

Changes to the regulation take effect at the beginning of the next quarter.

Art. 12 Social component of the membership fee

Especially protected article, see also Art. 33

The regular general meeting may decide, on the basis of criteria presented personally, to reduce the membership fee for individual members who cannot raise the full amount.

Art. 13 Further resources and activities

Further resources of the association are obtained from monetary and material donations, voluntary work, private and public contributions, voluntary donations of any kind, and income from economic activities within the scope of the association’s purpose.

To realise its aims, the association organises or supports events and campaigns in particular.

Art. 14 Liability

Only the association’s assets are liable for the association’s obligations. Any personal liability of the members for the obligations of the association is excluded.

IV. Organisation

Art. 15 General transparency criteria

Especially protected article, see also Art. 33

The work of the association and of the board takes place with the involvement of the public as far as possible. The work should therefore be documented according to the following criteria:

Documentation takes place publicly, unless it conflicts with personality rights; otherwise it must at least be made accessible to all members. To protect the personality rights of members, the data may be anonymised and aggregated. Access data such as user names and passwords may likewise be excluded from publication outside the association.

Equally, the work of the association has to take place under the same transparency criteria and to be documented as well.

In principle no membership is necessary in order to use the association’s premises and machines or to read the documentation of the association and its machines; these may however be subject to further restrictions under certain circumstances (for example the presence of members, participation in introductions, or the payment of contributions towards costs may be required), which are set out in specific regulations.

Art. 16 Bodies

Especially protected article, see also Art. 33

The bodies of the association are:

Art. 17 General meeting

The regular general meeting normally takes place monthly on a particular weekday. The regular and the annual closing general meeting may decide to cancel individual regular meetings because low member attendance is expected (for example during school holidays).

The board or one fifth of the members may demand that an extraordinary general meeting be convened, which has to take place within two months of the request being submitted.

An extraordinary general meeting is convened by email at least 14 days before the day of the meeting, and the items for discussion must be announced in the invitation. The date of the regular general meeting is set at the meeting in the previous month and announced immediately on the mailing list.

In addition there is an annual closing general meeting, whose task is the discharge and re-election of the board. The annual closing general meeting is convened by email at least 30 days before the day of the meeting. The items for discussion must be announced in the invitation.

Every member has the right to submit motions to the next general meeting. Such motions are to be included in the agenda provided they have been sent to the members at large in good time, that is at least 3 full days before the date of the next general meeting, via the mailing list.

Art. 18 Quorum

Every general meeting convened in accordance with the statutes has a quorum from an attendance of at least three members entitled to vote.

Notes: since we do not yet have a notable number of members, we have not laid down figures here, so as not to impair the quorum and to be able to act quickly. Once we have enough members, this article should be adjusted.

Art. 19 Agenda

Resolutions may only be passed on the items listed on the agenda.

Art. 20 Voting rights

Especially protected article, see also Art. 33

Every member has one vote at the regular general meeting.

Legal entities exercise their voting right through a representative expressly designated for that purpose.

Art. 21 Passing of resolutions

Especially protected article, see also Art. 33

The regular and the annual closing general meeting pass their resolutions by a simple majority of the votes present.

The dissolution of the association requires a majority of three quarters of the members present.

Elections of persons always take place by secret ballot. Votes on other matters are held openly.

Members have no voting right on resolutions that concern themselves.

Art. 22 Powers of the general meeting

Especially protected article, see also Art. 33

The regular general meeting has the following non-transferable powers:

Furthermore, the regular general meeting has the following transferable powers:

The regular general meeting may grant the board a standing payment order, up to a defined maximum amount, for specifically designated recurring expenses such as rent, electricity costs, and so on.

The specially designated annual closing general meeting, as well as extraordinary general meetings that have been convened, additionally have the following non-transferable powers:

Notes: the plenary may instruct the board to carry out any payments, not only recurring ones. The article mentions recurring payments so that they do not have to be ordered anew for each payment.

Art. 23 Board

The board consists of a president, a treasurer and an optimist.

It works on a voluntary basis in principle and consists exclusively of members of the association.

The board members are elected individually to their posts at a specially designated annual closing general meeting. This meeting must be announced at least 45 days in advance and must take place no later than 15 months after the preceding annual closing general meeting.

The board may have administrative and operational tasks carried out by third parties (for example accountants, secretarial staff, delegates, advisers, and so on).

Art. 24 Term of office

Board members are elected for a term of one year and are re-electable. By-elections may be held at a regular general meeting with at least 45 days’ advance notice.

Art. 25 Convening

The board meets as often as business requires.

Every board member may request that a meeting be convened.

Minutes must be kept of the proceedings. All tasks the board takes on must be documented comprehensibly and published according to the general transparency criteria. This applies also and in particular to tasks carried out by third parties. Contracts and agreements with third parties are to be recorded in writing and published where possible.

Art. 26 Passing of resolutions

The board has a quorum when more than half of the board members are present. It passes its resolutions and elections by an absolute majority of the board members.

Resolutions on a motion submitted may be passed by correspondence. All resolutions and details, as well as their execution, are to be documented and published according to the general transparency criteria.

Art. 27 Board agenda

The board may pass resolutions on items not listed on the agenda provided all board members agree.

Art. 28 Powers of the board

The board decides on all matters delegated to it by the regular general meeting, in particular on:

Art. 29 Right of rejection

Especially protected article, see also Art. 33

The board may reject resolutions of the general meeting if they contradict the statutes, the regulations or applicable law, or if the financial ruin of the association would be expected as a consequence of the resolution.

Art. 30 Auditing body

The auditing body examines the association’s accounting and, with the cooperation of the treasurer, keeps the documentation of the finances continuously up to date. It also reports annually in writing to the annual closing general meeting.

The auditing body is elected anew each year. It is re-electable.

The auditing body consists of at least one person. They need not necessarily be members of the association.

Their term of office is extended until a new election.

Art. 31 Working groups

The general meeting or the board may convene working groups to go into particular subject areas in depth.

V. Final provisions

Art. 32 Amendments to the statutes

Amendments to these statutes (observing Art. 33) are first developed in a working group and then submitted to the annual closing general meeting or to a validly convened extraordinary general meeting. If these proposals are accepted, the statutes take effect immediately.

Art. 33 Especially protected articles

Especially protected article, see also Art. 33

An amendment to these statutes that touches Articles 9, 12, 15, 16, 20, 21, 22, 29, 33 or 34, or the provisions laid down in those articles, requires the written approval of all members entitled to vote. Adjustments that do not change the meaning of the provision — such as order, numbering or spelling — are however permitted.

Art. 34 Dissolution, merger

Especially protected article, see also Art. 33

The dissolution of the association may only be resolved at a general meeting convened exclusively for that purpose. The resolution requires a majority of votes in accordance with Art. 21 para. 2 of these statutes.

In the event of the dissolution of the association, the association’s assets and inventory are transferred to another legal entity domiciled in Switzerland that is exempt from tax on grounds of charitable status or public purpose. Distribution of the association’s assets among the members is excluded.

This provision is irrevocable.

A merger may take place with a charitable institution, or a legal entity domiciled in Switzerland exempt from tax liability on grounds of public purpose, which pursues similar or identical purposes.

The association resulting from the merger must meet the same general transparency criteria set out in Art. 15.

Art. 35 Liquidation in the event of dissolution of the association

The board carries out the liquidation and prepares a report and the final accounts for the general meeting.

The general meeting decides on the use of any surplus assets, taking account of the association’s purpose laid down in Art. 2 lit. b of these statutes.

In the event of liquidation, the inventory and the association’s assets are transferred to a charitable institution, or a legal entity domiciled in Switzerland exempt from tax liability on grounds of public purpose, which pursues similar or identical purposes.

This institution must meet the same general transparency criteria set out in Art. 15.

Art. 36 Entry into force

These statutes were approved at the annual closing general meeting of 9 February 2019 and put into force immediately.