ARTICLES OF ASSOCIATION
Swiss Business Aviation Association // SBAA
l. Name, Registered Office, Purpose
Under the company name:
Swiss Business Aviation Association // SBAA (hereafter called the "Association")
According to Art 60ff ZGB the Association shall exist for an indefinite period of time.
The Association's registered office is located at the same address as its secretary's office.
The Association is the Swiss national organization of the European Business Aviation Association, Brussels, and pursues the same objectives as the European organization.
The Association represents the interest of Business Aviation - as part of their business activities or as commercial natural person in terms of transport of passengers and cargo by air - towards all the relevant national and international authorities.
However, the Association is a non-profit organization.
Membership of the Association is open to natural persons and legal persons who are owners and/or operators of business jets and/or helicopters in Switzerland or who operate a FBO in Switzerland. Natural or legal persons who are willing to support the Association's purpose but cannot fulfill the above requirements can join as associate members.
lndividuals who have made outstanding contributions to the Association, can be nominated as honorary members or as honorary president.
IIl. Termination of membership and exclusion from the Association
Any member may submit their resignation to the president by the end of the year with a six month notice of termination. The request for withdrawal needs to be submitted in writing and shall include an explanatory statement for such resignation. Paid membership fees will not be reimbursed.
Any member may be dismissed at any time in the event such member:
- no longer fulfills the requirements under Art. 4
- ceases to comply with its obligations towards the Association
- acts against the interest of the Association
- fails to pay its annual fee
The bodies of the Association
- the GeneralAssembly (the "General Assembly")
- the Board (the "Board")
- the Auditor (the "Auditor")
The supreme body of the Association is the General Assembly. The General Assembly has sole control of the following activities:
- Appointing the president
- Appointing and dismissing board members
- Appointing the Auditor
- Approval of the annual report
- Acceptance of the audit report
- Approval of the annual accounts
- Discharge of the bodies
- Determining the membership fees
- Determining the voting rights by taking into consideration the membership fees
- Dismissal of members
The General Assembly takes decisions by simple majority of all regular members present and/or represented. Each regular member has one vote.
Associate members will be invited to the General Assembly, but they have no voting rights.
The ordinary General Meeting takes place annually, in the first half year. The convocation is sent three weeks before the date of the General Meeting and includes the agenda. Members may place their requests at the General Meeting.
The Board is composed of the president plus three to five further board members. Usually, the Board is elected at the General Meeting for a period of two years. Resignation prior to the end of the term and removal are reserved. New members serve the remaining term of office of the board member they replace and their board membership has to be confirmed by the next GeneralAssembly.
The Board constitutes itself with the exception of the president who is elected as such by the General Assembly.
The Board decides on all affairs that are not explicitly assigned to another body of the Association, notably:
- Determination of functional specifications for individual members of the Board
- Regulation of signing authorities of the board members
- Admission of members
- Appointment of the secretary
- Nomination of delegate at EBAA Brussels
- Nomination of delegate at AEROSUISSE
- Drafting of the annual budget and establishment of the annual report
- Negotiations of the annual fees to be paid to EBAA Brussels
The Board is quorate if at least half of the members of the Board present. The president has a casting vote.
The Auditor shall have a deputy, neither of whom being a member of the Board. A trust or auditor company may be commissioned with the auditing of the accounts.
The Auditor and its deputy shall be eligible for reelection at any time with a two-year term of office.
The Auditor shall audit the accounts at the end of each financial year, report thereon to the General Assembly and apply for its approval.
V. Funds and Liability
The funds needed to reach the Association's purposes are raised through membership fees, other revenues and any contributions.
The amount of the membership fee is determined on an annual basis by the General Assembly as proposed by the Board and takes account of the importance of the registered aircraft of the individual members.
The liability of the Association is limited to the Association's funds. Any personal liability of the members or any reserve liability (duty to pay additionalfunds) is excluded.
VI. Financial year
The financial year corresponds to the calendar year.
VII. Right of representation
Each member of the Board is entitled to represent the Association.
VIII. Changes of the Articles of Association
ln order to adopt any amendment of the Articles of Association, a qualified majority of three- quarters of the represented votes at a General Assembly is required.
IX. Dissolution of the Association
The dissolution of the Association requires a qualified majority of three-quarters of the represented votes at the General Assembly.
Upon dissolution, any remaining funds shall be transferred in fullto an institution with an equal or similar purpose.
X. Entry into force of the Articles of Association
These Articles of the Association were accepted and came into force at the General Assembly on 23 May 2017 and do replace the version accepted on 06 May 1998.
Pascal Pache, President
Helene Niedhart, Treasurer
Geneva, 23 may 2017