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STATUTES OF THE APTE ASSOCIATION

Association for the Application and Promotion of Electronic Technologies
(English translation of the official French-language statutes. 1 October 1997).

 

I. GENERAL PROVISIONS

Article 1 Name and definition
An association under private law in the sense of article 60 ss. CCS has been formed under the name "APTE Association": this association will be entered into the register of commerce.
It is of unlimited duration.

Article 2 Headquarters of the association
The headquarters of the association are located in Neuchâtel.

Article 3 Purpose of the association
The purpose of the association is the application and promotion of microtechnic technologies in industry by providing technical, commercial and financial assistance.
To this end the association:

• organizes and cultivates a specialized technical, commercial and financial service
• develops relations between industry and the organizations for economic promotion
• reinforces the ties between industry and financial services as well as capital-providing institutions
• supports its members with a privileged service

The association is a non-profit organization.

Article 4 Fiscal year of the association
Administrative activities begin on the first of January and finish on the thirty-first of December of every year.

 

II. MEMBERS

Article 5 Composition of the association
The association is composed:

• of collective members (firms, organizations for economic promotion, public associations)
• of individual members (private individuals)
• of honorary members

Membership can be acquired

• at the time of the constitutive assembly
• afterwards by sanction of the board of directors

The association does not need to give a reason for any possible refusals of membership.

Article 6 Resignation of members of the association
All members wishing to dissolve their membership from the association should announce this decision to the president of the association at least six months before the end of the fiscal year.
Members who have resigned will fulfill entirely their obligations, especially financial obligations in regard to the association.
Resigning members lose all claims to the public goods of the association.

Article 7 Exclusion of a member of the association
A member who has made a serious mistake or has acted against the interests of the association may be excluded from the association by decision of the board of directors.
The dismissed member has the right to appeal to the general assembly during the ten days following the announcement of the board of directors. This appeal suspends immediate action.
The decision of the general assembly is irrevocable.
The dismissed member is held to fulfill entirely his or her obligations, especially financial obligations, in regard to the association.
Members who have been dismissed lose all claims to the public goods of the association.

 

III. BRANCHES

Article 8 List of the branches of the association

The branches of the association are:

- the general assembly
- the board of directors
- the APTE service
- the auditing organ

Article 9 General assembly
The general assembly is the supreme branch of the association.
It is composed of two delegates from each collective member, of the individual members and of the honorary members.
All general assemblies called according to the present statutes may deliberate validly.
The assembly is presided over by the president of the association or, in the case of impediment, by a member of the board of directors that the latter has designated.
The proceedings are recorded by the secretary of the association or, in the case of unavailability, by a replacement agreed upon by the assembly itself.

Article 10 Convocation of the general assembly
The general assembly takes places every year during the six months that follow the closure of the financial year.
It is convoked in writing at least 20 days in advance by the board of directors and the agenda is indicated.
Each member of the association can ask to add a subject to the agenda by a written request to the president of the association at least 7 days before the assembly.

A special general assembly can be called at any time by:
a) the request of the president of the association
b) a decision of the board of directors
c) written request of at least a fifth of all members of the association. Such a request should include the points of discussion and proposals.

It should be addressed to the president of the association.
The special general assembly should take place during the 40 days following the receipt of the request.
In the last case, the agenda cannot contain the point "miscellaneous". Therefore, only the questions entered on the agenda are valid points of deliberation.

Article 11 Decisions of the general assembly
Both the ordinary and the special general assemblies are validly constituted no matter what the number of members and delegates present, with the exception of the case mentioned in Article 23.
Proxy verbal representation of absent members and delegates is permitted upon presentation of a written procurement.
Decisions may be taken by an absolute majority of the votes of members and delegates present and represented. The application of Article 23 is an exception.
In principle, the vote will be carried out by a show of hands. However, a secret ballot may be used if a third of the present and represented delegates requests it.
The president of the association participates in the vote and, in the case of a tie, the president decides the issue. If the president refuses to do this, the question is put to a second vote by secret ballot. If the question again comes to a tie, the president must decide.
The preceding rules are equally valid for statutory elections.

Article 12 Powers of the general assembly
The general assembly has the following duties:

1. to examine and approve the budget, the report of the auditing organ and the report of the administration
2. to nominate the president of the association, the vice-president of the association and the secretary of the association for a period of three years
3. to nominate the members of the board of directors
4. to designate the auditing organ
5. to exclude members of other branches of the association
6. to handle the appeals of members of the association
7. to set the annual subscription fees of collective and individual members
8. to set the minimum annual subscription fees of supporting members
9. to modify the statutes
10. to dissolve the association according to the terms described in Articles 23 and 24 of these statutes

Article 13 Board of directors
The board of directors is composed of:

• a president
• a vice president and
• a maximum of seven members

The members of the board of directors perform their duties on a voluntary (unpaid) basis.
The director of the APTE service assists at the meetings of the board of directors as a consultant.
The members of the board of directors should be members of the association.

Article 14 Powers of the board of directors
The board of directors has all those powers that are not within the scope of the other statutory branches. It has the right to delegate.
In particular, it selects the director of the APTE service.

Article 15 Organization of the board of directors
The board of directors forms its own internal organization and names its president and vice president.
The president and vice-president of this body are named for three years and may be re-appointed.
The committee also names its secretary who does not have to be a member of the committee. In this case, the secretary does not have a voice in proceedings.

Article 16 Convocation of the board of directors
The board of directors meets at the request of the president of the committee as often as business affairs demand it or at the request of three of the committee’s members.

Article 17 Decisions of the board of directors
The board of directors may not validly deliberate unless more than half of the members are present.
Decisions are made by an absolute majority. In the case of a tie, the vote of the president of the board of directors is decisive.

Article 18 APTE Service
The APTE service is meant to realize the objectives of the association as fixed in Article 3 of the present statutes by conducting the actions described therein.
Otherwise the functioning and the powers of the APTE service will be the topic of operating rules put to the approval of the general assembly.

Article 19 Auditing organ
The general assembly will name an auditor charged with the task of auditing the accounts of the association for a period of three years. The auditor used may be re-appointed.
The auditor will verify the accounts and will check to make sure that funds are being used appropriately. The auditor will produce a written report directed to the general assembly.

 

IV. RESOURCES

Article 20 Resources
In order to realize its purposes, the association has at its disposal:

the membership fees of its members which are:

• CHF 300 for collective members
  CHF 150 for individual members
  CHF   30 for individual members without revenue
  CHF     0 for honorary members
• its own revenue
• subsidies
• donations and other funds

 

V. SIGNATURE AND RESPONSIBILITY

Article 21 Signature of the firm
The association is validly committed by the joint signature of two of the following: the president of the association, the vice-president of the association, the president of the board of directors, the vice-president of the board of directors or the director of the APTE service.

Article 22 Responsibility
The members do not incur any personal responsibility as far as the engagements contracted by the association are concerned: these contracts are exclusively guaranteed by the public assets of the latter.

 

VI. DISSOLUTION

Article 23 Decision to dissolve the association
The dissolution of the association can only be decided by a special general assembly that is called according to statutes especially for this purpose.
The decision will be made by a majority of two-thirds of the votes.

Article 24 Effects of the dissolution of the association
Any possible remaining funds may be used for the purposes of the association.
If needed, one or more liquidators will be named by the assembly mentioned above.
The decisions on the effects of the dissolution will be made by an absolute majority of votes.

 

VII. EFFECTIVE DATE

Article 25 Adoption of the statutes of the association
The present statutes were adopted at the general assembly held in Neuchâtel on
1 October 1997.
The present statutes make null and void the statutes of 1 August 1997.