Statutes of the Association

Health & Sport Network

Legal form, purpose, seat and duration

1. Legal form

Réseau Santé & Sport is a non-profit association governed by these Articles of Association and by Articles 60 et seq. of the Swiss Civil Code.

2. Goal

The Association aims to develop, promote and organize continuing education in the field of exercise and sports medicine. The Association may, in particular, conclude sponsorship contracts, pay the speakers of the training courses and conferences it organizes, rent the premises necessary for its activities and validly undertake any type of action and legal act directly or indirectly related to its purpose.

3. Seat and duration

The headquarters of the Association is in Geneva. Its duration is unlimited.

ORGANIZATION

4. Bodies

The organs of the Association are :

– the General Assembly; and

– the Committee.

The Association may, by amendment to the Articles of Association, establish an auditing body.

5. Resources and fiscal year

The resources of the Association are constituted by the ordinary or extraordinary contributions of its members, by donations or legacies, by products of the activities of the Association and, if necessary, by subsidies of the public authorities.

The commitments of the Association are guaranteed by its assets, to the exclusion of any personal liability of its members

The fiscal year begins on January 1 and ends on December 31 of each year.

MEMBERS

6. Qualification

All persons or organizations interested in the realization of the objectives established by art. 2.

7. Quality

The Association is composed of individual members.

8. Applications for admission

You can apply for membership via the Réseau Santé & Sport website, by paying the annual membership fee.

9. Annual fee

The General Assembly decides on the amount of the annual membership fees on the proposal of the Committee. This amount may differ depending on the member (students, legal entities, etc.). Committee members and honorary members are exempt from paying dues.

10. Loss of Membership

Membership is lost:

– by resignation. In all cases, the current year’s dues remain payable; and

– by expulsion for just cause, in particular in case of non-payment of the annual fee.

Exclusion is the responsibility of the Committee. The person concerned may appeal against this decision to the General Assembly.

General Assembly

11. Function and composition

The General Assembly is the supreme authority of the Association. It includes all the members of the company.

12. Skills

The powers of the General Assembly are as follows. She:

– adopts and amends the bylaws;

– elects the members of the Committee;

– determines the work orientations and directs the activity of the Association;

– approves the reports, adopts the accounts and votes the budget;

– discharges the Committee of their mandate;

– approves the annual membership fee;

– takes position on other projects on the agenda.

The General Assembly may take up or be taken up any matter which it has not assigned to another body.

13. Convocation

The Assembly shall meet at least once a year at the invitation of the Committee.

In addition, the Committee may call special general meetings as often as it deems necessary.

Meetings are convened at least 20 days in advance by the Committee. The communication is made through the postal or e-mail address indicated by each member at the time of registration, subject to subsequent modification.

In accordance with Art. 60 al. 3 of the Swiss Civil Code, the General Assembly is convened if 1/5 of the members of the Association so request.

14. Chair and Secretary

The meeting is chaired by the President or another member of the Committee. The President shall appoint a Secretary.

15. Quorum and Voting

The General Assembly may take decisions regardless of the number of members of the Association present.

Each member is entitled to one vote. With the exception of amendments to the Articles of Association, which require a 2/3 majority of votes cast, decisions at the Annual General Meeting are taken by a simple majority of votes cast. In the event of a tie, the Chairperson of the meeting shall have the casting vote.

Minutes shall be kept of each meeting. The minutes are signed by the President and the Secretary.

16. Vote

Voting shall normally be by show of hands, unless the Committee decides on another method of voting and informs the members of its decision when the meeting is convened.

Voting by proxy is excluded.

17. Agenda of the meeting

The agenda of the annual (so-called ordinary) meeting shall necessarily include:

– the report of the Committee on the activity of the Association during the past year;

– an exchange of views/decisions concerning the development of the Association;

– cash flow reports;

– the election of the members of the Committee;

– individual proposals.

The Committee is obliged to place on the agenda of the General Assembly (ordinary or extraordinary) any proposal of a member presented in writing at least 10 days in advance.

COMMITTEE

18. Function

The Committee executes and implements the decisions of the General Assembly. He leads the Association and takes all useful measures to ensure that the set goal is achieved. The Committee decides on all matters not expressly reserved for the General Assembly.

19. Composition and meetings

The Committee consists of at least five members, elected for one year by the General Assembly. They may be re-elected indefinitely. The Committee shall constitute itself.

It shall meet in session as often as the business of the Association requires.

The Chairperson shall convene each meeting at least one week in advance by email to the members of the Committee with the Agenda. The Committee can validly take decisions if at least three of its members are present.

Each decision is taken by a simple majority of the votes cast. Minutes are kept of each meeting. The minutes are signed by the President and the Secretary.

The Committee may also make its decisions by circular, unless one of its members requests a discussion.

20. Representation

The Association is validly committed by the collective signature of two members of the Committee.

Each member of the Committee may nevertheless, within the framework of the Association’s current expenses (less than CHF 500 per expense), validly commit the Association individually.

21. General skills and duties

The Committee shall be responsible for:

– to take all measures useful for the realization of the purpose of the Association, in particular those provided for in Art. 22 below ;

– to convene ordinary and extraordinary general meetings;

– to take decisions concerning the admission and resignation of members as well as their possible exclusion;

– to enforce the Articles of Incorporation, make by-laws and administer the property of the Association; and

– the maintenance of the Association’s accounts.

22. Specific skills and duties

Except in exceptional circumstances, the Committee shall organize at least once a year a continuing education and/or conference related to exercise and sports medicine.

The Committee hires and dismisses the Association’s paid and volunteer staff. It may entrust any member of the Association or outside the Association with a mandate limited in time.

END OF THE ASSOCIATION

23. Dissolution

The dissolution of the Association is decided by the General Assembly by a two-thirds majority of the members present. Any assets will be allocated to an organization with similar goals.

The present statutes were adopted by the constitutive assembly of April 18, 2017 in Nyon