I. NAME, REGISTERED OFFICE, DURATION
Article 1 – Name
GEMS Association (Global Education of Medicine & Science) (hereafter the “Association”) is a not-for-profit association governed by these Articles of Association and by Articles 60 et seq. of the Swiss Civil Code.
Article 2 – Registered Office
The registered office of the Association is in Geneva (Switzerland).
Article 3 – Duration
The duration of the Association is unlimited.
Article 4 – Purpose
The purpose of the Association is to enhance, promote, advance and facilitate education in healthcare – science, medical, technology – through conferences, workshops, courses, knowledge sharing, e-learning and all other forms of continued medical education, worldwide, with the goal of improving patient outcome.
The Association can support not-for-profit associations or organizations pursuing the same goals. The Association is not-for-profit. The Association shall exercise all other activities, required to carry out its purposes.
Article 5 – Classes of members
The Association has two classes of members: Active members and Passive members. Members can be individuals and legal entities.
Article 6 – Active members
Individuals or legal entities aligned with the purpose of the Association can become active members upon approval by the Board.
Article 7 – Passive members
Passive members support morally and financially the Association.
Article 8 – Denial of admission
The Board may deny admission without having to give any reasons. Such decisions are not subject to appeal.
Article 9 – Membership fee
Members may be subject to a membership fee. The Board determines the membership fees. It may distinguish between Active and Passive members or set other distinguishing criteria as it sees fit.
Article 10 – Membership transfer
Membership may not be sold and are not inheritable. All rights of membership shall cease upon the Member’s resignation as provided in these Articles of Association.
Article 11 – Resignation and Expulsion
Each member may resign from the Association by giving writ
The General Meeting may expel a member by a two-thirds majority of the votes cast. Complaints and allegations regarding a member shall be addressed to the President of the Board, who shall bring the matter before the General Meeting if he/she considers that the situation requires it to take a decision. The exclusion shall be decided by secret ballot.
IV. ASSETS AND LIABILITIES
Article 12 – Assets
The assets of the Association consist of membership fees, funds accumulated through the receipt of donations, subsidies, interests, grants, legacies and bequests and all other eventual income and revenue from activities such as events, education and training, and publications.
The income and the assets of the Association shall only be applied for the promotion of the purpose of the Association.
Article 13 – Liabilities
The Association is held solely liable for its debts. Members shall not be held personally liable for the Association’s debts, liabilities or obligations.
V. ORGANISATION OF THE ASSOCIATION
Article 14 – Bodies
The organization of the Association is composed as follows:
- the General Meeting ;
- the Board ;
- the Executive Director if any;
- the Auditor if
VI. ORGANISATION OF THE ASSOCIATION
Article 15 – Powers and duties of the General Meeting
The General Meeting is the supreme body of the Association. It has the following inalienable and non-transferable powers:
- approval and amendment of the Articles of Association;
- approval of the annual report and the annual accounts;
- appointment and removal of the member(s) of the Board and the auditor;
- resolve upon all matters reserved by law or by these Articles of Association, or which are submitted to it by the Board
Аrticle 16 – Notice
The ordinary General Meeting is called once every year by the Board. Invitations are issued by the Board and mailed or e-mailed thirty calendar days before the opening of the general meeting. Invitations have to state the agenda of the general meeting. At the beginning of the meeting urgent matters can be added to the agenda if at least a fifth of the members present agree.
Article 17 – Extraordinary General Meeting
An extraordinary General Meeting may be called at any time by the Board and must be called if at least a fifth of all members of the general assembly ask for it. lts convocation will follow the rules set forth for the ordinary general assembly in Article 16.
Article 18 – Chair
The President of the Board, or in his absence, the Secretary of the Board, takes the chair of the general meeting. The Secretary, or in his absence, another member of the Board, takes the minutes of the meeting. The General Meeting adopts its resolution by open ballot unless one or more members request a secret ballot. Decisions about the exclusion of members are made by secret ballot.
Article 19 – Quorum and voting rights
A quorum for meetings of the General Meeting shall be established by the participation in the meeting of at least the majority of all active Members. Members may attend meetings in person or by telephone or video conference. Every Active member shall have one vote at the general meeting. Passive members shall have no voting rights.
The General Meeting adopts resolutions and carries out elections by the absolute majority of the votes cast, to the extent the law or these Articles of Association do not provide otherwise. A two-thirds majority of the votes cast by the members is required for:
- any modification of these Articles of Association;
- the exclusion of a member ;
- the dissolution and liquidation of the Association; and
- the appointment of a special liquidator
ln case of a tie vote, the chair of the General Meeting has the casting vote.
Article 20 – Circular resolutions
The resolutions and votes may also be passed by means of circular letter in which each member gives his written consent, or by conference call, email or any other method of communication, provided that no member requests a meeting on the issue.
VII. ORGANISATION OF THE ASSOCIATION
Article 21 – Composition
The Board comprises a minimum of 3 members and up to 7 members. The Board members are appointed by the General Meeting. At least one Board member shall be domiciled in Switzerland with signing rights.
Remunerated employees of the Association may only sit on the Board with a consultative vote. The Board shall comprise a President, a Treasurer, and a Secretary appointed by the Board itself. Each Board member shall refrain from voting at the General Meeting regarding his/her own election. Members are appointed for a term of two years; three consecutive re-elections are permissible.
The term of office ends in the event of resignation, revocation, legal incapacity, or death.
Article 22 – Powers and duties of the board
The Board is the managing body of the Association. It handles all matters, which are not conferred by the law or these Articles of Association on the General Meeting. It has the following non-transferable and inalienable powers:
- to be responsible for the conduct of the business of the Association;
- to prepare and submit an annual report to the General Meeting ;
- to initiate and promote programs that serve the purpose of the Association ;
- to establish Advisory Boards and the appointment of their members;
- to issue internal regulations;
- to coordinate, assist and monitor all Advisory Boards and their programs;
- to submit an annual budget, together with supporting documentation to the General Meeting ;
- to appoint the Executive Director, if any;
- to convene the general meeting;
- to take a decision on the admission of an applicant for membership; and
- to keep a register which contains the names and addresses of the members.
The Board members act on a voluntary basis and are only entitled to compensation of their effective expenses and traveling expenses. Any attendance fees may not exceed those granted for similar public volunteer work. Every member is entitled to adequate compensation for any activities exceeding the usual of their function.
Article 23 – Notice
The meetings of the Board are convened by the President or by request of two Board members, if necessary. The secretary takes minutes of the meetings. Resolutions are made by the absolute majority of the votes cast. Resolutions may also be made by a circular resolution, e-mail, telefax, videoconference, or teleconference. In case of a tie vote, the President of the Board shall have the casting vote.
Article 24 – Representation
The Board members shall have joint signing powers by two.
VIII. THE EXECUTIVE DIRECTOR
Article 25 – The Executive Director
The Board may appoint a Chief Executive Officer. The powers and duties of the Executive Director are determined in regulations.
IX. THE AUDITOR
Article 26 – Auditor
The Association must appoint an auditor if, within the course of two consecutive accounting years, two of the following benchmarks are exceeded:
- total assets : 10 million Swiss francs;
- turnover : 20 million Swiss francs ;
- 50 full-time jobs at an annual
The General Meeting may at any time opt for the appointment of an auditor even though the above standing figures are not exceeded. The auditor, if any, is appointed for a term of one year by the General Meeting. The auditor cannot be a member of the Board. The auditor can be re-elected.
X. THE BUSINESS YEAR
Article 27 – Business year
The business year of the Association starts the 1st of January and ends the 31st of December. The first business year shall begin on the day of incorporation of the Association and shall end on 31 December 2020.
XI. FINAL PROVISIONS
Article 28 – Amendments of the Articles of Association
The present Articles of Association can be amended by the General Meeting. In order to be approved, a decision regarding the amendment of the present Articles of Association requires a qualified majority as provided in Article 19.
Article 29 – Internal regulations
The Board may establish organizational rules of the Association in internal regulations.
Article 30 – Dissolution of the Association
The General Meeting may at any time resolve the dissolution and liquidation of the Association in accordance with the provisions of the law or these Articles of Association. The liquidation shall be carried out by the Board to the extent that the General Meeting has not entrusted a special liquidator in this regard. In case of dissolution of the Association, any available assets shall be entirely attributed to an organisation pursuing a not-for-profit purpose similar to the one of the Association and benefiting from tax exemption. The Association’s assets shall in no case return to the founders or members nor used in their favour in whole or in part and in any manner.