Bonseyes Community Association
Articles of Association
Article 1 – Name and Registered Office
- Under the name of the “Bonseyes Community Association” exists a non-profit making association (Verein) in the sense of articles 60 to 79 of the Swiss Civil Code. This Association is an independent legal entity with legal capacity. It is governed by Swiss law. Its duration is unlimited.
- The Association is domiciled in Ecublens VD, Switzerland.
- The official language of the Association is English.
Article 2 – Purpose
- The purpose of the Association, a non-profit organization, is
- Increase knowledge and understanding of the Bonseyes Ecosystem and distributed artificial intelligence systems development across government, universities, industry, and startups.
- Develop an open platform technology and infrastructure for a distributed artificial intelligence marketplace.
- Promote research into decentralized and distributed artificial intelligence.
- The Association may engage in all activities and take all actions necessary and appropriate to carry out the above objectives.
Article 3 – Full Members and Associate Members
- Full members of the Association must be recognized experts and engaged in the fields of artificial intelligence, distributed technology platforms, decentralized data protocols and marketplaces or similar matters.
- Associate members shall have no right to vote or to take part in elections and shall not be entitled to be on the Board or to be members of councils, committees or sub-committees unless stated otherwise in the by-laws.
Article 4 – Membership Fees
- Each full member and associate member will pay a membership fee.
- The annual membership fees are determined by the general assembly.
- Membership fees will be due on demand for payment and shall be paid within 30 days.
- Founding members will be exempt from membership fees for the first three years.
Article 5 – Beginning and End of Membership
- The founding members as per the Association’s deed of incorporation are the initial full members of the Association.
- Otherwise, full membership and associate membership commences upon appointment by the General Assembly (see Article 10).
- Full membership and associate membership ceases on the date on which a member resigns, or is removed, from his or her functions.
- Full members and associate members may resign from the Association at any time by notifying the Board in writing. Resigning members have no rights against the assets of the Association.
Article 6 – Resources
The Association derives its resources from: (a) fees and contributions provided by the full members and associate members; (b) donations, grants, and other payments; (c) its assets; (d) profits of its activities.
Article 7 – Liability
The Association’s financial obligations can be satisfied only from its assets. The full members and the associate members of the Association shall not be personally liable for the obligations or debts of the Association.
Article 8 – Corporate Bodies
The corporate bodies of the Association are:
A) the General Assembly;
B) the Board;
The General Assembly
Article 9 – Constitution
The General Assembly consists of the full members but not of the associate members of the Association.
Article 10 – Powers
The General Assembly shall have the following powers:
- to adopt and amend the Articles of Association;
- to appoint new full members and new associate members;
- to create and dissolve advisory technical committees and other bodies;
- to elect and dismiss the President, Treasurer and Secretary from amongst its full members;
- to approve the engagement of the audit firm by the Board pursuant to Article 15 clause (f);
- to approve the annual report issued by the audit firm pursuant to Article 18 para. (4) and the accounts of the Association;
- to adopt, after approval of the annual report issued by the audit firm pursuant to Article 15 clause (f); resolutions discharging the members of the Board from all liabilities;
- to pass resolutions on matters which are by law or by the Articles of Association reserved to the General Assembly or validly submitted to it by the Board.
Article 11 – Meetings of the General Assembly
- The General Assembly will take place at least once a year upon invitation by the President of the Association, or by the request of at least 20 % of the full members. The notice shall state the place and time of the meeting, the items of the agenda as well as the motions for consideration, if any. Meetings must be called at least twenty days in advance.
- Full members may attend meetings in person, by telephone conference call, or by any adequate multilateral communication system.
- A quorum for meetings of the General Assembly shall be established by the participation in the meeting of at least the absolute majority of all full members.
If this quorum cannot be reached, a second General Assembly meeting, with the same items of agenda, will be called at least seven days in advance. This second General Assembly can decide upon all the items mentioned in the agenda, regardless to a quorum.
- No later than twenty days prior to the day of the ordinary General Assembly, the Board’s annual report and the auditors’ report shall be made available to the full members for inspection at the registered office of the Association. Each full member may request a copy of such documents to be sent to him or her without delay. Reference thereto is to be made in the notice calling the General Assembly.
- If no objection is raised, the full members may hold a General Assembly without observing the prescribed formalities of calling the meeting. As long as all full members (100%) are present in person or by telephone conference call or by any adequate multilateral communication system, all items within the powers of the General Assembly may validly be discussed and decided upon at such a meeting.
- The General Assembly shall be chaired by the President or, in the case of his inability, another full member attending the General Assembly.
Article 12 – Voting Rights
Each full member has one vote at the General Assembly.
Votes are not transferable to another full member or a third person.
Article 13 – Resolutions
1) Unless provided otherwise by mandatory provisions of the law or by the Articles of Association, resolutions shall be passed and elections shall be made by the absolute majority of all votes represented at the General Assembly.
2) The chairperson of the meeting will have the casting vote.
Article 14 – Election Term
- The Board shall be composed by minimum one member, i.e. the Association’s President. If there are several members elected in the Board, the General Assembly shall nominate the Association’s President, its Treasurer, and the Secretary of the Association, who must all be full members of the Association.
- Each member of the Board shall serve for a three-year term following his/her election, such term ending on the day of the respective ordinary General Assembly.
- Members of the Board may be re-elected.
- The members of the Board act voluntarily and will not receive a compensation for such voluntary office. They will be reimbursed for any out-of-pocket expenses reasonably incurred, however.
Article 15 – Powers
The Board shall perform, inter alia, the following functions:
- Develop an annual program and budget for the consideration of the General Assembly.
- Prepare nominations for full membership and associate membership for decision by the General Assembly.
- Day to Day management decisions, not directly handled by the secretariat, respectively, the Chief Executive Officer.
- Establishment and amendment of the Association’s organisational rules.
- Establishment of councils and sub-committees.
- Subject to the approval of the General Assembly (Article 10 clause e), the Board shall, for each financial year, engage an audit firm.
Article 16 – Chief Executive Officer
- The Board may employ a Chief Executive Officer, who need not be a member of the Association, to be in charge of the management of the Association.
- The Chief Executive Officer, in consultation with the Board, and in line with the approved program and budget of the Association, may hire secretariat staff to assist in fulfilling the mission of the Association.
- The Chief Executive Officer shall administer the affairs of the Association and represent the Association vis-à-vis third parties in accordance with organizational rules and policies established in consultation with the Board. The Chief Executive Officer shall have the right to be present, without vote, at all meetings of the General Assembly and Board, and he/she shall have the authority to sign on behalf of the Association.
Article 17 – Administrative Procedures
The members of the Board may adopt procedures to implement internal administrative functions of the Association.
Article 18 – Election, term of office
- The auditors shall be elected by in accordance with Article 10 clause (e) and Article 15 clause (f) of the Articles of Association for a term of office of one year. After expiry of their term they may be re-elected.
- Auditors may only be professional auditing firms.
- The auditors shall audit the accounts and examine the books of the Association in accordance with pertaining Swiss law. They are entitled to require such evidence as they deem appropriate.
- One annual audit is to take place within two calendar months from the close of each financial year (Article 19). The auditors’ report shall be submitted by the Board to the general meeting for approval.
Article 19 – Financial Year
The accounts of the Association will be established on December 31 each year, and for the first time on 31st of December 2019.
Article 20 – Dissolution and Liquidation
- The Association will be dissolved
- when it has fulfilled its purposes;
- by vote of the full members according to Article 13;
- in the circumstances provided for by the law.
- In case of dissolution of the Association, the Board must proceed to its liquidation. After payment of all debts, the assets shall be given
- to another association with same or similar goals; if no such can be found,
- to a foundation with same or similar goals; if no such can be found,
- to any other legal entity with same or similar goals; if no such can be found,
- to the full members (but not to its associate members).
- The General Assembly shall decide to which association, foundation, or legal entity the net assets (after payment of all debts) shall be given. The Board shall distribute the net assets according to this decision.