Articles of Association of the Swiss Book Voucher Cooperative

I. Name, domicile, term and purpose

Article 1: Name, domicile, term

The Swiss Book Voucher Cooperative, registered as Genossenschaft Schweizer Bücherbon, based in 6370 Stans, is a cooperative in accordance with Art. 828 et seqq. of the Swiss Code of Obligations. The Cooperative is founded for an unlimited period of time.

Article 2: Purpose

The purpose of the Cooperative is to support the Swiss book industry as a self-help organisation for its members and provide services that benefit bookshop customers by issuing SWISS BOOK VOUCHERS.

As a means of payment, SWISS BOOK VOUCHERS shall be maintained and further developed as a figurehead for the book industry in Switzerland and the Principality of Liechtenstein.

Free resources may exclusively be used to support the book industry (e.g. for training and further training, promoting reading skills and advertising). The members of the Cooperative may decide upon the specific use of free resources by ballot vote only.

II. Membership

Article 3: Acquisition

Membership is open to all bookshops in Switzerland and the Principality of Liechtenstein. Membership is mandatory for bookshops offering the SWISS BOOK VOUCHER as a negotiable security and accepting it as a means of payment.

To become a member, the applicant must submit a legally signed declaration including a statement indicating the applicant's acceptance of the Articles of Association. Admission is subject to the Board of Directors’ approval.

Applicants whose admission has been rejected may, within one month's time, appeal against their rejection to the highest-ranking Cooperative body (general assembly/ballot vote) by sending a registered letter to the Board of Directors. On the occasion of the next ballot vote (or at a general assembly meeting, if requested; see Art. 13 para. 2), the members will reach a final decision on the matter on the basis of a simple majority of the votes cast. The applicant will be informed about the decision by registered post.

III. Loss of membership

Article 4: Resignation

Resignation from the Cooperative is possible as of the end of each financial year of the Cooperative, subject to a three-month period of notice.

Resigning members of the Cooperative lose their right to conduct transactions with SWISS BOOK VOUCHERS. All vouchers must be sent back to the Board of Directors by the end of the financial year. A final statement of accounts shall be drawn up and the balance settled within 30 days.

The resigned member of the Cooperative remains liable for any financial commitments made (balance of accounts).

Article 5: Exclusion

Members of the Cooperative may be excluded for good cause. Any exclusion is subject to the Board of Directors' decision. Appeals against such decisions may be submitted to the next instance (general assembly/ballot vote) by registered letter to the Board of Directors. On the occasion of the next ballot vote (or at a general assembly meeting), the members will decide the matter on the basis of a simple majority of the votes cast. The applicant will be informed of the decision reached by registered post.

Article 6: Termination of business activities

The termination of business activities, including foreclosure, results in the termination of membership. The member of the Cooperative or the executing authority shall request that the Board of Directors prepare a final statement to settle all accounts pursuant to Art. 4 para. 2 and 3 of the Articles of Association. There shall be no entitlement to any further claims. The same holds true upon the death of a Cooperative member if no transfer of membership pursuant to Art. 8 has been requested.

IV. Rights and obligations of Cooperative members

Article 7: Shares

No share certificates will be issued.

Article 8: Transfer of membership

A transfer of membership is possible in the scope of a business handover if the successor takes over the predecessor’s rights and obligations in their entirety. Upon joint request by the Cooperative member (or a community of heirs) and the successor, the obligation to draw up a final statement of accounts can be waived. All conditions for membership pursuant to Art. 3 must be adhered to in their entirety.

Article 9: Call for additional contributions

In order to cover a balance-sheet loss, every member of the Cooperative shall make a single additional contribution of no more than CHF 200.00. Any further duty to make additional contributions is expressly excluded.

Article 10: Liability

Subject to Article 9, the Cooperative’s liabilities shall be covered from the Cooperative’s assets only.

Article 11: General terms and conditions of the Cooperative

Swiss Book Voucher

The members of the Cooperative shall adhere to the terms and conditions of the Swiss Book Voucher Cooperative. Non-adherence to the general terms and conditions can lead to exclusion.

V. Organisational scheme of the Cooperative

Article 12: Bodies

The Cooperative’s bodies include:

1. General Assembly;
2. Board of Directors;
3. Auditor.
4. stipulation and amendment of the Articles of Association;
5. approval or amendment of the terms and conditions and of all regulations;
6. election of the members of the Board of Directors, the chairperson and the auditor;
7. approval of the profit and loss statement, the balance sheet and the financial report, resolutions regarding the use of the net profit and approval of the budget;
8. discharge of the Board of Directors;
9. resolutions regarding the liquidation of the Cooperative;
10. resolutions regarding all transactions and decisions reserved to the general assembly by law or assigned to it by the Board of Directors;
11. resolutions regarding the use of “free resources” pursuant to Art. 2 para. 3 of the Articles of Association.
12. prepare the ballot / general assembly items and implement the respective resolutions;
13. supervise the persons entrusted with the Cooperative’s business management and representation with regard to compliance with the law, the Articles of Association and any applicable regulations and to keep themselves regularly informed of the Cooperative’s business performance;
14. ensure that minutes, accounting records and the membership list are kept properly, that the profit and loss account and the annual balance sheet are drawn up and submitted to the auditor in due time;
15. conduct all other business assigned to the board by law or the Articles of Association;
16. Admission and exclusion of Cooperative members subject to the right of appeal (Art. 3 and 5);
17. define the business policies;
18. define the beginning and end of the financial year;
19. reach resolutions regarding the domicile of the secretariat and the Board of Directors;
20. define the remuneration and compensation of the Cooperative’s bodies.
21. 10% of the Cooperative’s members;
22. members who together represent at least 10% of the nominal capital;
23. members who are personally liable or under an obligation to make additional capital contributions.

Article 13: General Assembly / ballot vote

The general assembly, which usually exercises its powers by means of a “ballot vote”, is the highest-ranking body.

Upon written request by at least 5% of the members of the Cooperative, the Board of Directors is required to convene a general assembly meeting on the items to be discussed or put on the agenda. The convocation of the general assembly, the voting rights, etc. will primarily be based on the provisions of the Articles of Association set out below concerning the ballot vote or the legal requirements under Art. 881 et seqq. of the Code of Obligations.

The general assembly (ballot vote) has the following duties:

Article 14: Holding of the ballot vote / general assembly

The Board of Directors shall organise an annual ballot vote / general assembly within six months after the end of each financial year.

An extraordinary ballot vote / general assembly shall be held if deemed necessary by the Board of Directors or the auditor or if requested by 5% of the members of the Cooperative.

Documents regarding the ballot items and the nominated candidates shall be sent to the members of the Cooperative no later than 20 days prior to the respective ballot date.

Article 15: Voting right

Each member of the Cooperative has one vote in the ballot vote / general assembly.

In the case of resolutions concerning the discharge of the Board of Directors, persons who have participated in any manner in the management of the Cooperative’s business have no voting right.

Members of the auditor shall be exempted from this voting ban.

Article 16: Representation

If the ballot vote is cast by letter, no representation is possible. Otherwise, Article 886 of the Swiss Code of Obligations applies.

Article 17: Resolutions in general

Unless otherwise provided by law or the Articles of Association, the general assembly of members passes resolutions and decides elections by absolute majority of the votes cast. In the event of a tie, the Board of Directors shall decide. Should this result in another tie, the chairperson shall decide. Compulsory legal requirements remain reserved.

Article 18: Board of Directors

The Board of Directors, which, except for the chairperson, constitutes itself, consists of three to five members. If possible, there shall be at least one member from the French and another member from the Italian-speaking part of Switzerland.

The members of the Board of Directors shall be elected for a period of two years and can be re-elected. They may be re-elected for a maximum of five times unless there are important reasons why an exception should be made.

The Board of Directors may appoint committees for particular tasks. These commissions may also be composed of non-members.

The Board of Directors has the right to fully or partly delegate the management of the Cooperative’s business. Detailed specifications shall be issued for such purposes.

Beyond that, the Board of Directors shall organise its own management.

Article 19: Signatory rights

The Board of Directors appoints the signatories and determines respective rules.

Article 20: Powers and duties

The Board of Directors shall manage the Cooperative’s business with due care and promote the Cooperative' purpose to the best of its ability, in particular:

Article 21: Auditor

The general assembly (ballot vote) elects an auditor.

An ordinary audit of the annual accounts may be requested by:

An auditor accredited under the Auditor Oversight Act shall be appointed. The auditor may be an individual or a legal entity.

The auditor shall be independent pursuant to Art. 728/ Art. 729 of the Swiss Code of Obligations.

The auditor is appointed for a term of office of one financial year. The office ends with the approval of the latest annual accounts. Re-election is possible. The auditor may be dismissed at any time and without notice.

VI. Miscellaneous

Article 22: Takeover of assets and liabilities

As per 1 January 2002, the Cooperative takes over all assets in the amount of CHF17,428,344.74 and liabilities of CHF17,368,004.60 of the "Swiss Book Voucher" from the Swiss Booksellers’ Association of German-speaking Switzerland (BVDS). Pursuant to Art. 15 of the regulations of BVDS in force on 12 May 1997, the Cooperative shall succeed the BVDS as a fiduciary to safeguard the interests of Book Voucher holders and pursue the purpose of these Articles of Association (Art. 2). These out-of-force regulations will be replaced by the present Articles of Association and the regulations mentioned in Art. 2, 23, 24 and 26.

Article 23: Conditions, validity and recoverability

Conditions for daily business with the SWISS BOOK VOUCHER and the additional material as well as the validity and limitation period of the SWISS BOOK VOUCHER as a negotiable security are governed by the “Regulations regarding the SWISS BOOK VOUCHER” These regulations shall be approved of in the annual ballot vote / general assembly of members.

Article 24: Limitations

As a rule, only Cooperative members pursuant to. Art. 3 have the right to acquire and redeem SWISS BOOK VOUCHERS.

In exceptional cases, non-members may also be allowed to redeem vouchers. In case of doubt, the Board of Directors shall decide.

The secretariat may sell book vouchers to companies, institutions and individuals. The redeeming bookshops will be compensated in full for these vouchers, subject to the deduction of an administrative fee.

Article 25: Security of customer funds

With the exception of “free resources” and “reserve capital”, the money collected through the sale of the SWISS BOOK VOUCHER forms an unfunded policy reserve for the benefit of the bookshops and the end customers holding the vouchers. These trust funds, which are to be recognised separately in the books, shall be managed separately and used for secure investments only in accordance with Art. 26 “Capital investments”. An asset-protection policy (“conservative investor”) with a flexible investment term shall be pursued in line with the liquidity requirements.

Article 26: Capital investments

The trust funds shall be invested according to the “Investment Policy of the Swiss Book Voucher Cooperative”, adhering to the relevant instructions and limitations. These regulations shall be confirmed by the annual ballot vote / general assembly of members.

Article 27: Free resources, reserve fund

SWISS BOOK VOUCHERS that were issued more than ten years ago and are no longer expected to be redeemed in accordance with statistical criteria, shall be recognised as free resources pursuant to business administration principles. After deduction of the administrative expenses, free resources and yields on assets shall be used in line with the Cooperative’s purpose and to form a reserve fund. The reserves in this reserve fund shall be treated and managed as provisions.

Decisions regarding the potential use of “free resources” are governed by Art. 2 para 3.

Article 28: Terms and conditions

The purpose of the terms and conditions is to provide information about the binding basic provisions of the Articles of Association and the regulations. They are printed on the back of the forms in all four official languages.

The terms and conditions constitute the implementation provisions of the Articles of Association and the regulations and shall be defined in the scope of and pursuant to these Articles of Association.

The terms and conditions are always drafted by the Board of Directors and approved by the general assembly / ballot vote.

For bookshops offering the SWISS BOOK VOUCHER as a negotiable security or accepting them as a means of payment, membership is mandatory.

VII. Dissolution and liquidation

Article 29: Dissolution resolution

The dissolution is basically governed by the legal provisions of Art. 911 et seqq. of the Swiss Code of Obligations. Following a dissolution resolution, no member may be excluded until liquidation has been concluded.

In the ballot vote / general assembly, the members of the Cooperative decide upon the liquidation proceedings, the utmost goal of which is to secure the trust assets for the vouchers issued. The printed-on value dates (Art. 127 Code of Obligations) and the limitation period (Art. 1134 Code of Obligations, respectively) of six months shall be adhered to.

Decisions about the use of potential excess funds shall only be decided by the members of the Cooperative in a ballot vote as defined in Art. 2 of these Articles of Association.

Article 30: Notification and external communications

Official publications of the Cooperative shall be made in the Swiss Official Gazette of Commerce and the "Schweizer Buchhandel" journal.

Notifications to the members of the Cooperative shall be issued in writing. The Articles of Association, the documents of the Cooperative and the forms required for day-to-day business shall be issued in all four official languages. The documents for the ballot vote or for a potential general assembly as well as information notes shall be drafted in German, French, and Italian; correspondence by letter shall be in one of these three official languages according to the respective agreement in the declaration of accession.

These Articles of Association were approved at the constituting meeting of 14 January 2002 in Zurich and amended by the 4th ordinary ballot vote of 27 June 2006 (Art. 3 §1 and §2, Art. 6), by the 6th ordinary ballot vote of 1 July 2008 (Art. 12c, Art. 13c, Art. 14, 15, 20, 21), by the 8th ordinary ballot vote of 1 July 2010 (Art. 2 para. 3, Art. 3 para 1, Art. 13 para. 3, Art. 18 para. 1, Art. 20, Art. 21), by the 9th ordinary ballot vote of 1 July 2011 (Art. 1), by the 10th ordinary ballot vote of 1 July 2012 as well as by the 11th ballot vote of 1 July 2013 (Art. 18).