STATUTES of Association
Approved by General Assembly Resolution 22.06.2019
Art. 1 Name and registered office
1. Galileo Impact Investing Center ("Galileo IIIC") is an association within the meaning of Art. 60 ff. Of the Swiss Civil Code (ZGB).
2. Galileo IIIC is located in Zurich, Switzerland.
3. The association is politically and denominationally independent.
4. The association pursues no commercial purposes and does not seek profit.
5. The association is for an unlimited duration.
Art. 2 Purpose
The purpose of Galileo IIIC is:
a) promote the awareness of "Impact Investment" especially in Switzerland, Europe, Russia but also around the world;
b) To provide a platform and network to organizations and individuals, both domestic and foreign, who are interested in "impact investment", to facilitate and build partnerships;
c) The organization of own events, seminars (including the seminar "Impact Investing: Making Use of Finance to change the World), conferences, round tables, training programs, creation of an online shop for social entrepreneurs and general public relations as well as the publication of articles, books for the members of the association as well as for third parties interested in "Impact Investment";
d) promotion of "social entrepreneurship";
e) the representation and exercise of the interests and rights of the association in the country and abroad.
Art. 3 Organisation
Die Organe des Vereins sind:
• General Assembly
Art. 4 Resources
Für die Verbindlichkeiten des Vereins wird mit dem Vereinsvermögen gehaftet; eine persönliche Haftung der Mitglieder ist ausgeschlossen (Art. 75a ZGB).
The funds of the association consist of ordinary or extraordinary membership fees, donations, contributions from the event, grants or bequests, the proceeds from association activities, income from service agreements and, where applicable, subsidies from public authorities. The membership fees are determined by the General Assembly by Membership Fees Regulation.
Members whose membership expires before a possible dissolution of the association have
no claim to the assets of the association.
The liabilities of the association are only applicable to the assets of the association; personal liability of the members is excluded (Art. 75a ZGB).
Art. 5 Membership
Membership is open to organizations, companies and persons which are interested in achieving the purposes of the association referred to in Art. 2.
Art. 6 Active and Passive Members
The association has active and passive members.
Active membership is reserved for organizations, companies and individuals actively involved in impact investing industry, be it as a financial services provider, advisor or researcher.
The passive membership is open to organizations, companies and persons who wish to support the purpose of the association in accordance with Art. 2. Passive members may attend the General Assembly but have no voting rights.
Persons who have been particularly engaged for the association can be awarded the honorary membership by the General Assembly on the proposal of the Board. Honorary Members and Active Board Members are exempt from the fee.
Art. 7 Application for Membership
Applications for membership must be addressed to the Board. The Board decides conclusively about the acceptance of new members and informs the General Assembly about it providing of a members list. The Board can reject an application without giving reasons.
Art. 8 Withdrawal / Exclusion
The membership ends through:
a) Resignation of a member. However, the membership fee for the current year must be paid.
b) Prorate is not refunded.
c) Exclusion for important reasons.
The Board is responsible for the exclusion. The concerned person can appeal this decision at the General Assembly. If the membership fees are repeatedly not paid (for two years), this automatically leads to the cancellation of membership.
Art. 9 Supreme Organ
The General Assembly is the supreme organ of the association. It consists of all active members of the association.
Art. 10 Tasks
The General Assembly is responsible for the following tasks:
• adoption and amendment of the statutes;
• acceptance and supervision of the members, and if applicable, of the auditor;
• approval of the reports, acceptance of the annual accounts;
• decision on the discharge of the members of the Management Board and, if applicable, the auditors;
• defining the annual membership fee for members;
• expressing opinions on other subjects on the agenda;
• election of the board of the association.
Art. 11 Convocation
The General Meeting shall be convened in writing by the Board at least 20 days in advance, specifying the agenda points. The Board may, if necessary, convene an Extraordinary General Assembly.
The convocation can be done with electronic means of communication.
Art. 12 Management
The General Assembly is chaired by the President of the Board or another member of the Board. The General Assembly may be held using electronic means of communication.
Art. 13 Resolutions
Resolutions of the General Assembly are passed with a simple majority of the members present. It applies the head-voting principle. In the event of a tie, the President shall pass the deciding vote. Statutes amendments require a two-thirds majority.
The President has the veto right on votes.
Decisions may be taken using electronic means of communication and confirmation.
Art. 14 Voting
Voting results are valid when one third of the members are present. Voting by substitution is possible.
The voting (in particular the vote) and the determination of the voting results can be made using electronic means of communication.
All the elections will be conducted with open voting, unless on request of President or majority of members. In this case it may be decided to have a closed voting.
Art. 15 General Assembly Meetings
The General Assembly meets at least once a year after convening by the Board.
Art. 16 Agenda
The agenda of the annual General Assembly includes:
• report of the Board about the association activities in the past year;
• discussions or decisions on the future development of the association;
• reports of the treasurer and (if applicable) the auditors;
• election of the Board members and the auditors;
• other suggestions.
Art. 17 Other Proposals
The Board must include every proposal submitted in writing by a member at least 10 days in advance on the agenda of the (ordinary or extraordinary) General Assembly.
Art. 18 Extraordinary General Assembly
An extraordinary General Assembly takes place upon convocation of the Board or upon request of one fifth of the members.
Art. 19 Implementation and Execution
The Board is responsible for the implementation and execution of the resolutions of the General Assembly. The Board represents the association to the outside. It has the power to take any decisions that are necessary or desirable in its discretion to achieve the purposes of the association. The Board decides in all questions, which are not explicitly reserved for the General Assembly. The valid decision requires the presence of a majority of the members; the Board can make its resolutions also on the circular way.
Art. 20 Composition of Board
The Board consists of at least two members, who are elected by the General Assembly for a term of four years and who are automatically considered as confirmed for another term of office without being voted out. They can be re-elected unlimited times. The Board meets as often as the association affairs require.
The Board has a quorum if at least two members are present. It is convened at the request of the President or at the request of a Board Member. Even in a tie, the president's voice is counted as one.
Art. 20a Election, Occupation and Authority of the President
The President is elected by the General Assembly.
The President is elected by open vote for a five-year term of office. The re-election is possible and unlimited.
• He / she represents the association against the outside, conducts negotiations with external persons as well as institutions and concludes contracts on behalf of the association.
• Inside of the association, he / she leads the Board meetings, initiates discussions and activities on the various association issues, mediates in disagreement, draws up the annual report on the past financial year and presents the planning for the coming association year.
• He / she can delegate these tasks.
• He / she is authorized to enter contractual agreements on behalf of the association and has the single signature (signatory) right.
The President encourages team-oriented and cooperative leadership skills.
Art. 21 Signature Rights
The association is committed by the single signature of the president.
The other Board members have a collective signature with the president.
Art. 22 Board Tasks
The tasks of the Board are to lead the affairs of the association and to represent the association, in particular:
• taking the necessary actions to achieve the purpose of the association;
• convocation of ordinary and extraordinary General Assembly;
• decision taking on the admission and resignation as well as the possible exclusion of members;
• control of compliance with the Articles of Association (Statutes), drafting of regulations and administration of the association's assets.
Board meetings may be held through physical attendance, conference calls or electronic communications.
Art. 23 Accounting
The Board is responsible for the bookkeeping of the association.
Art. 24 Employment / Dismissal
The Board is responsible for hiring / dismissal of the paid and the voluntary employees of the association. Time-limited orders can be awarded by the Board to all members of the association or to external parties.
Art. 25 Auditor
The Annual General Assembly elects the auditor. It can renounce the election of an auditor in the following cases:
1. the association is not obliged to regular audit;
2. members of the association agree; and
3. the association does not have more than ten full-time vacancies on average for the year.
The renouncement also applies to the following years.
Since the association is not obliged to perform ordinary audits in accordance with Art. 69b (1) ZGB, it renounces the election of an auditor pursuant to Art. 69b (3) ZGB combined with Art. 727a para. 2 OR.
If it still wishes to elect an auditor, it assumes the following tasks: the auditor verifies the accounting of the association and submits a report to the General Assembly. It consists of one auditor elected by the General Assembly.
Art. 26 Financial year
The financial year begins on January 1 and ends on December 31.
Art. 27 Dissolution
The dissolution of the association is decided by the General Assembly and requires a unanimous vote of the present members. If the association has assets, these are transferred to an organization with similar purposes, and they are distributed to the members on a subsidiary basis.
These Statutes were adopted at the General Meeting on April 17, 2019 in Zurich and come into force on this date.