Statuts LES-CH

I LES-CH ASSOCIATION

Approved by the General Assembly on 24 November 1998, revised on 21 November 2001, revised on 26 November 2003, revised on 24 November 2004, revised on 7 May 2009, revised on 14 April 2011

Art. 1) Name, Offices

An association is created under the name LES-CH (LES Schweiz, LES Suisse, LES Svizzera, LES Svizra, LES Switzerland) in accordance with the provisions of Art. 60 et seq. of the Swiss Civil Code (ZGB).
The association is a member of the Licensing Executives Society International (LESI).
The offices of the association are located in Zurich.

Art. 2) Purpose

In accordance with the statutes of the LESI, the purpose of the association is:

To develop the specialist knowledge of those involved in licensing or other transfers of intangible goods and/or technology and to encourage contacts between such people at the national and international levels. This purpose shall in particular be achieved by the following means:
the execution of study conferences and further training events;
the publication of papers, reports and other information; experience exchanges.

To increase awareness of the importance of licensing and other forms of technology transfer on the part of the authorities and the public, including by taking part in consultations.

II MEMBERSHIP

Art. 3) Obtaining Membership*

The following may become members of the association:

physical persons resident in Switzerland involved in licensing or other types of transfer of intangible goods or technology due to their profession or position.

members of another LESI-affiliated national LES group.

physical persons resident in another country without any national LES group and who meet the other requirements of no. 1.
The Board shall admit new members.
The General Assembly may grant a member honorary membership at the request of the Board. Honorary members are released from their contribution obligations (Art. 4).

*Approved by the General Assembly on 24 November 1998, revised on 21 November 2001, revised on 26 November 2003, revised on 24 November 2004, revised on 7 May 2009, revised on 14 April 2011, revised on 3 April 2014

Art. 4) Contribution obligation

The amount of the membership contribution shall be established by the General Assembly at the suggestion of the Board and may not exceed CHF 200.

The contribution is due annually on 1 January. Members who have not paid by 1 April shall receive a warning. If no payment is made by 1 June the member in question may be excluded from the association.

In the event of the admission of a member after 31 October, the contribution obligation shall only begin during the following year. Otherwise, the full membership contribution for the current year is due unless the Board decides differently in individual cases.

Only the association’s assets shall be liable for the association’s liabilities. Any personal liability of the members for the association’s liabilities is hereby excluded.

Art. 5) Loss of membership

Members may withdraw from the association at any time by submitting written notification to the Secretary.

The Board may exclude a member for failure to pay membership contributions, breach of the code of conduct and other good cause. The relevant decision by the Board must state grounds. The excluded member may demand a review by the General Assembly. In this case a written and founded request must be submitted to the Secretary within 20 days of the notification of exclusion.

Departing and excluded members shall have no claim to any part of the association’s assets.

III BODIES

Art. 6) Supervisory bodies

The association’s bodies are:

The General Assembly

The Board, consisting of: Chairman, Secretary, Treasurer, International Delegates, Representatives and Committees, Financial Auditors

Art. 7) General assembly

A minimum of one General Assembly shall take place each year. One must in particular be convened if requested by a minimum of 20 members. The Board may also call additional meetings if necessary.

The invitation must include the agenda and be dispatched to the last known address of each member at least 20 days in advance. Association resolutions are reached by a majority of the members in attendance. Absent members may arrange to be represented by other members via written power of attorney; the simultaneous representation of more than three other members is not permitted.

Circular resolutions approved by a majority of duly responding members are equivalent to those reached by a General Assembly.

The General Assembly has the rights granted to it by statute and law, specifically:

Election of the Chairman and other members of the Board;
Selection of the auditors;
Approval of the annual accounts;
Release of the Board;
Amendment of the statutes.
Notifications to members shall be made in writing, by fax or in electronic form to the address provided to the Secretary.

Art. 8) Board

The Board shall consist of at least three members.

The Chairman and other members of the Board are elected by the General Assembly for a term of one year. Re-election is permitted, albeit limited to a maximum of five sequential terms for the Chairman. The election of the Chairman shall take place before that of the remaining members of the Board.

The Board is responsible for all matters not assigned to another body by law or statute. It is in particular responsible for the management and external representation of the association.

The Board has a quorum so long as a minimum of three members are in attendance. It reaches its decisions by approval of a majority of the members in attendance. It may also reach decisions in writing, by fax or electronically, in which case the approval of an absolute majority of members is required.

Board resolutions must be recorded in minutes.

The Board shall otherwise constitute itself. It shall establish temporary representation of the individual areas, designate the authorised representatives and their signatory powers and establish any eventual remuneration. The Board may establish by-laws.

Art. 9) Chairman

The Chairman coordinates the activities of the association’s bodies and members. He in particular convenes the General Assembly and Board meetings and chairs them. In the event of a tied vote he shall have the deciding voice.

Art. 10) Secretary

The Secretary is responsible for the association’s correspondence in agreement with the Chairman. He maintains the member directory in agreement with the Chairman and Treasurer.

Art. 11) Treasurer

The Treasurer collects the membership contributions.

He keeps the association’s books and reports on them to the General Assembly and the Board.

Art. 12) international delegates

The Board shall select the number of international delegates to which the association is entitled by LESI regulations from amongst its own number.

The delegates shall ensure the association’s links to the LESI and represent the association within the LESI.

The delegates are fundamentally obliged to take part in LESI delegate assemblies. If they are unable to do so, they must inform the Chairman as promptly as possible. In this case the Board shall appoint a replacement delegate, primarily from amongst other members of the Board but also from non-Board members if it wishes to do so.

The Board may issue resolutions regarding compensation for expenses relating to attendance at LESI delegate assemblies.

Art. 13) Representatives, committees

The Board may appoint representatives or committees and issue them tasks in the fulfilment of its responsibilities.

It may in particular appoint a programme representative and/or programme committee to support it in the selection and organisation of events.

Art. 14) Account auditors

The General Assembly appoints two account auditors for a term of one year.

IV OTHER PROVISIONS

The General Assembly issues by-laws in accordance to these established by the LESI (“Rules of Conduct”).

Art. 16) Accounting year, term of office

The accounting year begins on 1 January and ends on 31 December.

The terms of office of the Board and account auditors begin immediately following their election and last until the subsequent regular General Assembly.

Art. 17) Amendments to the statutes

Amendments to these statutes require the approval of ¾ of members in attendance. For circular resolutions the approval of ¾ of duly responding members is required.

Art. 18) Dissolution of the association

The Association may only be dissolved by a ¾ majority vote at a General Assembly at which a minimum of half of all members are in attendance.

If the General Assembly convened in accordance with paragraph 1 above fails to reach the required quorum, an additional General Assembly must be convened at which the quorum of members in attendance is not required.

In the event of dissolution, the General Assembly may decide by a simple majority of members in attendance as to the use of any remaining funds.

Art. 19) Entry into effect

These statutes shall enter into effect immediately following their acceptance by the General Assembly and replace any previous statutes.

The provisions of the Swiss Civil Code (ZGB) shall also apply.