Articles of Association

Art. 1 Name and Registered Office

1. An association has been founded pursuant to Article 60 ff. of the Swiss Civil Code, the Association having been incorporated under the following names:

• Schweizerischer Versicherungsverband (SVV)
• Association Suisse d’ Assurances (ASA)
• Associazione Svizzera d’Assicurazioni (ASA)
• Swiss Insurance Association (SIA),

  and hereinafter referred to as the “Association”.

2. The Association's registered head office is in Zurich.

Art. 2 Purpose of the Association

1. The Association is the umbrella organisation representing the private insurance industry in Switzerland. Its main goal is to safeguard the common interests of its members and to promote optimal operating conditions for insurance companies based in Switzerland.
 

2. The Association

• represents the interests of the private insurance industry in political affairs vis-à-vis politicians, authorities, associations and the public. Its main activities are monitoring, lobbying, issue management and political communication on strategic association issues
• provides its members with services of a neutral nature
• commits itself to organising industry-wide insurance-specific basic and advanced education and training of staff

3. The Association may represent the interests of its members in courts of law.

Art. 3 Membership of the Association

1. Swiss companies and Swiss branches of foreign insurance companies may be admitted to the Association, providing they have a permit to operate an insurance business in Switzerland or are exempted from supervision as provided for by Art. 2 para. 2 VAG.

2. Granting membership to a new member is subject to the approval of 2/3 of all Board members.

3. A member's withdrawal of membership from the Association shall be subject to six months’ notice to the end of a calendar year and must be submitted to the Board in writing.

4. The expulsion of a member is subject to the approval of 3/4 of all members, without the need for any grounds to be stated. When a resolution is passed expelling a member, expulsion shall take effect immediately.

5. Membership of the Association shall expire upon the revocation of a member's operating permit.

6. A member who has withdrawn membership or has been expelled from the Association shall remain liable to the Board for any financial obligations that have arisen from the membership, in particular for the membership contributions payable for the current year. The member in question shall not be entitled to any of the Association’s assets.

Art. 4    Association Bodies

The Association shall comprise the following bodies:

• General Meeting
• Board of Directors (hereinafter referred to as the “Board”)
• Board Committee
• Committees
• Management Board
• Auditors

Art. 5 General Meeting

1. At the invitation of the Chairman, the members shall convene for the General Meeting as often as the conduct of business requires or whenever 1/5 of the Association members so request; however, a General Meeting shall be convened at least once per year.

2. The General Meeting and the agenda items shall be communicated at least 20 days in advance. In urgent cases a General Meeting may be convened without observance of the aforementioned period of notice.

3. In urgent cases the Chairman may supplement the agenda after communication of the date of the General Meeting.

4. Each member is entitled to one vote at the General Meeting. Members may be represented by other members at the General Meeting.

 

Art. 6 Powers of the General Meeting

The General Meeting has the following powers:

1. Election of the Chairman

2. Election of the Board Members

3. Election of the Auditors

4. Passing of resolutions pertaining to

• the Annual Report
• the Annual Financial Statements and Budget
• the Discharge of the Board and Auditors

5. Passing resolutions pertaining to enacting the allocation formula for assessing and collecting membership contributions

6. Setting up a campaign fund and passing resolutions pertaining to the allocation formula for collecting the requisite contributions

7. Amending or supplementing these Articles of Association

8. Dissolution of the Association

9. Merger of the Association with other associations

Art. 7 Right of Members to Submit Petitions and Motions

Petitions and motions of members shall be presented at the next General Meeting together with the position of the Board, providing they have been submitted at least two months in advance of the Meeting.

Art. 8 Presence of a Quorum at the General Meeting

A quorum shall be deemed to be present at the General Meeting when at least half of the members are present or represented.

Art. 9 Passing of Resolutions

1. In order to be duly passed or conducted, resolutions and elections of the General Meeting shall require a simple majority of all members present or represented, unless provided otherwise in these Articles of Association or by law. In the event of a tie, the Chairman shall cast the deciding vote.

2. The resolutions and elections reserved for the General Meeting may also be passed or conducted in writing, provided that no member objects.

Art. 10 Board of Directors

1. The Board shall comprise a maximum of 18 members, including the Chairman.

2. The term of office of the Board members shall amount to three years, with reelection being permitted.

Art. 11 Powers of the Board of Directors

The Board shall have the following powers and responsibilities:

1. The management of the Association, in particular decisions pertaining to strategic issues. The Board may delegate tasks and responsibilities to other Association bodies.

2. Appointment of the Vice Chairman.

3. Appointment of the Board Committee.

4. Establishing the organisational structure of the Association, particularly the establishment of committees.

5. Election of the Chairman and Members of the Committees.

6. Election of the delegates in other organizations.

7. Election of the Chairman of the Management Board (CEO) and the other members of the Management Board.

8. Deciding on the admission of members to the Association.

9. Approving emergency decisions made by the Chairman and the Board Committee that fall within the remit of the Board.

10. Deciding on all other business not reserved for any other body of the Association.

11. Passing bylaws and campaign fund regulations.

Art. 12 Meetings and Passing of Resolutions by the Board

1. The Board shall convene at the invitation of the Chairman as often as the conduct of business requires. In addition, two Board members may demand that the Board be convened.

2. A quorum shall be deemed to be present at a Board meeting when the majority of the Board members are present. Each member present may represent a maximum of one absent member. The Board shall pass resolutions by way of a simple majority of members present and members represented. Votes may not be cast in written form. In the event of a tie, the Chairman’s vote shall count double.

3. The Board may pass its resolutions in writing providing no board member objects. The provisions of section 12.2. shall apply accordingly.

4. Minutes shall be taken of Board meetings. Resolutions passed in writing shall be included in the minutes of the next Board meeting.

Art. 13 Board Committee

1. The Board Committee shall consist of the Chairman, the Vice Chairman and a maximum of four other Board members. 

2. The Board Committee shall perform the tasks and duties assigned by the Board and is permitted to make emergency decisions in matters falling within the remit of the Board.

3. The term of office for members of the Board Committee shall be three years. Members may be re-elected.

Art. 14 Committees

1. The Board may establish committees to support the work of the Association.

2. At the request of the Board Committee, the committee chairmen and committee members shall be elected by the Board.

3. Subject to the approval of the Board, the committees may appoint permanent commissions.

Art. 15 Management Board

1. The Association shall maintain a head office for the purpose of achieving its aims and fulfilling the duties and obligations incumbent upon it. The head office shall be managed by the Chairman of the Management Board (CEO), together with the other members of the Management Board, and shall provide the Association's operational leadership.

2. The head office shall support the Chairman and the bodies of the Association and shall oversee implementation of Association resolutions. It shall prepare the Association's strategic principles, manage current business, safeguard internal and external communication and the availability of the necessary infrastructure.

Art. 16 Auditors

The Auditors shall review the annual financial statements and internal control system according to the provisions of the law and shall report their findings to the General Meeting.

Art. 17 Financing

The Association shall be financed by member contributions made according to an allocation formula determined by the General Meeting and by the sale of services.

Art. 18 Financial Year

The financial year of the Association shall commence at the General Meeting of one year and shall end at the General Meeting of the following year. The annual financial statements shall be closed each year as of 31 December.

Art. 19 Bylaws

The bylaws shall regulate the execution of these Articles of Association.

Art. 20 Entry into Force and Amendment of the Articles of Association

1. These Articles of Association shall enter into force on 24 June 2010 and shall supersede all previous versions.

2. Any amendment to these Articles of Association shall require the consent of 2/3 of all members.

• Statutes (<1MB)