I. Objectives and aims of the society
A society regulated by these Articles of Association and by Art. 60 et seq. of the Swiss Civil Code is set up under the name Swiss Society for Microbiology. It is incorporated for an unlimited term and may be entered in the Register of Companies.
The aim of the Society is to promote contacts between its members and to encourage the exchange of information on microbiology both nationally and internationally within and outside the Society. It represents both the field of microbiology in Swiss scientific societies and Switzerland in international associations in this discipline. It may address issues of public interest where they concern microbiology.
Sectors representing a range of specialized fields and important activities associated with microbiology are established in the Society according to a decision of the General Assembly. The proposal to establish new sectors may be made by the Board or by individual members. The sectors are managed by Coordinating Committees; the chairs of the Coordinating Committees are selected as members of the Board by the General Assembly. The Coordinating Committees are self-constituting. A Coordinating Committee is dissolved at its own request or upon the recommendation of the Board or of other members. The final decision lies with the General Assembly.
The registered office of the Society is at the place where the administrative management is conducted.
The members of the Board have collective signatory authority if legal obligations are entered into, subject to Art. 17 Para. 3.
The Society is made up of
1. ordinary members;
2. collective members;
3. honorary members;
4. emeritus members.
The following are deemed to be ordinary members:
1. Persons who are concerned with microbiology and have a degree from a recognized Swiss university or an equivalent foreign degree;
2. Persons who are qualified by virtue of their work. Ordinary members have the right to vote and are eligible for all offices of the Society. They pay the annual fee set by the General Assembly. Candidates submit their applications for admission to the secretariat of the Society as stipulated in the application form1. Successful applicants are admitted to the Society at the next General Assembly after receipt of the application, at the earliest. The candidates must be present when they are admitted or must have sent written notification excusing them for their absence.
Collective members legal entities may be admitted to the Society as collective members. Members of the scientific staff of collective members are equal in status to ordinary members in terms of their participation in scientific meetings of the SGM-SSM. Collective members pay a minimum annual fee, which is set by the General Assembly. Organizations interested in joining the Society submit their application to the secretariat of the Society as stipulated in the application form1. Successful applicants are admitted to the Society at the next General Assembly after receipt of the application, at the earliest. Representation of the interested organizations on the occasion of their admission at the General Assembly is welcomed.
The Society may appoint as honorary members any persons it wants to award a special distinction.
The appointment is made by the General Assembly on the recommendation of the Board or of at least ten members. These members submit their proposal to the Board at the latest two months before the General Assembly. The appointment of honorary members must be included on the agenda of the General Assembly, naming the candidates in question.
When ordinary members retire from active professional life, they are appointed as emeritus members. Emeritus members do not pay an annual membership fee.
A person ceases to be a member
1. when he or she retires, fails to pay the membership fee within three months of a written reminder by the accountant, or upon death;
2. if he or she is expelled from the Society.
A member may be expelled for conduct that conflicts with the purpose of the Society.
Expulsion may be recommended by the Board or by at least three members of the Society, who must submit their recommendation to the Board in writing.
A member can only be expelled by secret ballot at the General Assembly. It requires a two-thirds majority of the members present at the meeting.
III. Bodies of the Society
The bodies of the Society are as follows:
1. the General Assembly;
2. the Board;
3. the Auditors;
4. the Coordinating Committees.
a) The ordinary General Assembly is held once a year. It may take place in the framework of a scientific event for which the Society has primary responsibility or serves as a partner.
b) The items on the agenda to be announced in the notice convening the General Assembly include in particular:
1. Acceptance of the Annual Report of the Chair;
2. Approval of the minutes of the last General Assembly;
3. The Treasurer’s report on the last accounting period;
4. The Auditor’s report and decisions to sign off the accounts and discharge the accountant and the auditors;
5. Presentation and decisions on the budget and also on setting the level of the annual membership fee;
6. Establishment or dissolution of sectors;
7. Appointment or dissolution of delegations;
8 a. Election of the Chair;
8 b. Election or confirmation of other Board members;
8 c. Election of Auditors;
8 d. Election of delegates;
9. Admission of new members or exclusion of members;
10. Decision-making on the recommendations of the Board and proposals of members announced with the items on the agenda;
11. Designation of the venue for the next General Assembly;
12. Discussion of proposals for organising the scientific part of the next General Assembly.
c) In the absence of a countermotion, voting and elections are open (subject to Art. 12). The Assembly may, however, vote in a secret ballot on each item on the agenda. At the start of each Assembly, the Chair appoints two tellers. The resolutions are passed by a majority of the votes cast. In the event of a tie, the Chair has the casting vote.
d) An Extraordinary General Assembly may be convened by the Chair of the Society on the orders of the Board or at the written request of at least one-tenth of the members. Any such request must include the agenda to be discussed.
e) The Board is empowered to have a general postal ballot held outside the confines of the General Assembly, if the management of Society business demands it.
The Board is made up of the following members:
1. the Chair;
2. the former Chair (immediate Past Chair), i.e. the Chair from the previous term of office (the former Chair serves as Deputy to the Chair until the successor of the current Chair is elected, after which the former Chair steps down from the Board);
3. the elected successor to the current Chair (Chair Elect);
4. the person responsible for the finances of the Society (Treasurer/Accountant);
5. the Chairs of the Coordinating Committees of the sectors;
6. the advisory members.
The Chair is elected by the General Assembly for a maximum term of three years. The Chair may only be re-elected elected after an interval of at least three years has elapsed. The other members of the Board are usually elected by the General Assembly for two terms of office of three years each. The General Assembly may extend the term of office.
Tasks assigned to the Board:
1. The Chair represents the Society, without prejudice to the provisions in Art. 5. He or she manages the business and chairs the administrative session at the General Assembly.
2. The former Chair or the Chair Elect serves as deputy to the incumbent Chair.
3. The Treasurer manages the finances of the Society and has sole signatory authority to make regular payments and payments approved by the Board or the General Assembly. The Treasurer is accountable to the Auditors and the General Assembly and presents the budget proposal for the next accounting period.
4. The Coordination Committee Chairs are responsible for the activities of their sectors. They compile an annual activity report, which has to be submitted to the Chair of the Board by the end of February of the calendar year at the latest.
5. The advisory member is responsible for internal and external communication, especially for the technical functioning of the communication channels of relevance to the Society (e.g. internet and print products). This person is in charge of the Society archives.
6. The Board elects an ordinary member as the person responsible for the scientific supporting event for the annual Assembly. The person responsible organizes and arranges the event in cooperation with the Board and other suitable persons. The ordinary member concerned is invited to Board meetings and has consultative voting rights.
The two auditors are elected for the duration of three years. They may be re-elected after their term of office has elapsed. They review the accounting of the Treasurer, draw up a report for the attention of the General Assembly and submit proposals considered useful to the financial running of the Society.
Public statements concerning the Society are to be checked by the Board beforehand.
The Swiss Society for Microbiology awards a prize. The prize is usually awarded once a year. The Board issues a set of regulations to this effect1.
IV. Liability, amendment of articles, merger2, dissolution
The holders of the share capital are liable for the obligations of the Society.
These Articles of Association may only be amended through a resolution by the General Assembly. The Board or a committee set up for this purpose informs the members of the content of the proposed amendments in good time.
The Society may only be dissolved or merged with another organization through a resolution by a two-thirds majority of Society members present at the General Assembly.
If the Society is dissolved, the assets of the Society are transferred according to the decisions of the General Assembly to one or more public institutions of use that operate within the meaning of the intended purpose of the SGM-SSM.
1 May be obtained from the secretariat or downloaded from the website of the SGM-SSM.
2 A merger is to be concluded in accordance with the Federal Act on Mergers, Demergers, Transformations and Transfers of Assets and Liabilities (Mergers Act, MergeA) dated 3 October 2003 (version of 1 January 2014).