I. Name, Domicile, Purpose
Article 1: Legal Status
The ‚Association of Turicum International Business Law Alumni’ (“ATILA”) is an association within the meaning of articles 60 Swiss Civil Code (“SCC”) domiciled in Zurich.
Article 2: Purpose of the Association
ATILA serves the purpose to connect alumni of the various LL.M. classes and its corresponding CAS-Courses (Certificate of Advanced Studies) and also with the directorate and its lecturers as well as with the Faculty of Law of the University of Zurich and the Europa Institute.
ATILA is as well connected to other, mostly foreign law faculties and to alumni of other academic post diploma courses.
ATILA supports specialized and hands-on postgraduate education in the area of international business law and relevant areas of other LL.M. classes. ATILA supports relevant bodies, organizations and students of the postgraduate classes of International Business Law of the University of Zurich in achieving the above mentioned.
II. Membership
Article 3: Active Members
All students who have successfully completed the LL.M. program (e.g. by holding a degree such as LL.M. International Business Law) of the University of Zurich are eligible to become Active Members.
Students who earned a degree Certificate of Advanced Studies from one of the corresponding CAS-Courses are also eligible to become Active Members.
Article 4: Associate Member
Members of the Sponsorship, Organs and Lecturers of the postgraduate class International Business Law of the University of Zurich as well as natural persons and legal entities who support the purpose of this Association are eligible to become Associate Members.
Alumni of the postgraduate course International Business Law are not eligible to become Associate Members.
Participants who only took parts in postgraduate classes may become Associate Members.
Article 4bis: Distinguished Members
The assembly of the Association may award a Distinguished Membership to dedicated and distinguished Individuals.
Article 5: Admission
The Board of the Association grants Active or Associate Memberships based on written applications of potential members.
Article 6: Termination of Membership
A Member may terminate her or his Membership anytime by a letter of resignation to the attention of the Board. Membership fees are due until the end of the calendar year.
Article 7: Exclusion
The Board may exclude any Member from further Membership at its own discretion. If a Member does not pay his or her subscription despite having been sent two reminders the Board may exclude the Member from further Membership at its own discretion. Excluded Members shall be informed in writing.
Article 8: Remedies
Excluded Members may object the exclusion from membership before the Board addressed to the attention of the Assembly. The decision of the Assembly is final. Remedies brought in 20 days or later after the Member has knowledge of his/her exclusion will not be considered.
III. Financial
Article 9: Financial Means
Financial means includes:
1. Annual Membership fees;
2. Capital income and gains;
3. Donations and endowments;
4. Income from other sources.
Article 10: Membership Fees
Membership fees are:
1. CHF 50 per year for Active Members
2. Associate Members pay:
2a) in case of natural persons CHF 30 per year
2b) in case of legal bodies CHF 200 per year.
Distinguished Members are relieved from membership fees.
Article 11: Liability
Liability is limited to the disposable funds of the association.
IV. Organization
Article 12: Corporate Bodies
The corporate bodies of ATILA are:
– The General Assembly
– The Board
– The Auditors
Article 13: Advisory Board
The Board may establish an advisory board.
V. General Assembly
Article 14: Ordinary General Assembly
The Ordinary General Assembly (“the Assembly”) shall be held annually in the second part of the year. The Board shall inform about the place, date and agenda by written notice at least 30 days prior to the Assembly. Any motions proposed by Members must be handed in writing and addressed to the attention of the Board not later than 20 days prior to the date of the Assembly.
Article 15: Extraordinary General Assembly
Extraordinary General Assemblies may be called by resolution issued by the Ordinary General Assembly, by the Board or by petition of one fifth of the Active Members. Such petitions for Extraordinary Assemblies must be handed in writing addressed to the attention of the Board including any proposed motions. The Board shall call in the Extraordinary General Assembly no later than three months after the petition has been handed in.
Article 16: The Right to Vote
Only Active Members have the right to cast a vote in the Assemblies. The Members must not appoint a proxy/nominee to cast a vote on their behalf. Associate Members have no vote but have the right to be heard and may hand in petitions.
Article 17: Passing Resolutions
Resolutions are passed by a simple majority of the Members present at the Assemblies. Any abstentions are not included in the count. Resolutions and Elections are passed by open vote. A record of the Resolution shall be kept.
Article 18: Competences
The Assembly is the highest body of the Association and has the following competences:
1. Election of the President, the Board and the Auditors for a two year term. Multiple reelection is permitted. An elected replacement shall serve in office for the remainder of the period of office of the resigning member
2. Approval of the annual report and financial statements, Hearing of the Auditors report and formal approval of the act of the Board;
3. Decision over exclusions of Members;
4. Amendments of the Statues;
5. Liquidation of the Association;
6. Passing of resolutions on all by the Board delegated matters;
7. The Assembly decides with a majority not lower than 2/3 of the present Members regarding the award or revocation of a Distinguished Membership.
VI. Board
Article 19: Composition
The Board consists of 3 to 9 Active Members. The Directorate of the post graduate course, International Business law of the University of Zurich is entitled to name a representative to the Board with the right to vote. Except for the position of the President, the Board shall constitute itself.
Article 20: Convocation/Summoning
The Board is convened by written invitation by the President of the Board every time a Board meeting is required.
Article 21: Resolutions
Resolutions of the Board require a simple majority. In case of a tie the President of the Board shall have the casting vote. Resolutions may be passed by circular unless a Board Member formally complains within 5 days.
Article 22: Authorities
The Board has the authority of management of ATILA. The Board’ authorities and duties are among others:
1. Passing of resolutions in all matters that are not explicitly to be passed by the General Assembly;
2. Summoning and leading the General Assembly and any motions that require the casting on votes that come with it;
3. Acceptance and rejections of new Members;
4. Estimation and preparation of the financial statement;
5. Power of decisions on spending ATILA’s net assets;
6. Waiving the obligation of any Passive Member to pay their annual fee on reasonable grounds;
7. Represention of ATILA;
8. Deciding and naming which Board Members shall have signatory powers;
9. Naming temporary Board Members in cases where current Board Members resign or leave the Board until the next General Assembly;
10. Creating advisory committees;
11. Naming commissions and task groups for special purposes:
12. Planning of activities;
13. Organizing events;
14. Inviting guests and students of the LL.M. classes to ATILA invents;
15. Acquisition of new Members and public relations.
VII. Auditors
Article 23: Number of Auditors
Two qualified Auditors shall be named. They do not need to be Members of ATILA.
Article 24: Duties
The Auditors audit the accounting and provide a written report on the annual result and the results of the audit to the General Assembly.
VIII. Clearance of Accounts
Article 25: Business Year
The business year responds to the calendar year. The first business year ends 31 December 1999.
IX. Administrational cooperation with the Europa Institut Zürich (EIZ)
Article 26: Administrational Tasks
For increased performance when it comes to administrational task cooperation with EIZ is seeked.
X. Final Provisions
Article 27: Changing of Articles
The Articles of the Association can be changed by the General Assembly with a 2/3 majority of the present Active Members, given the request for the changes in question has been handed in on time according to article 14 of the Articles of the Association. Abstentions are not taken into consideration.
Article 28: Dissolution of the Association
The Association can only be dissolved by the General Assembly that has been called in for this purpose only. At least half of the Active Members must be present during that General Assembly and a majority of 2/3 of the present Active Members must vote for the dissolution. Abstentions are not taken into consideration.
In case the General Assembly does not consist of the required number of Members a second General Assembly can be held not earlier then 2 months later. The second General Assembly shall have the same minimum number of Members as mentioned earlier.
Once the Association has been dissolved the Board decides about the disposal of any remaining assets of the Association.
Article 29: Notifications
Invitations to any regular and as well to any extraordinary General Assembly including any other sort of notification shall be delivered by e-mail to the e-mail addresses that are kept in the Members ledger.[1]
Article 30: Authorization and Enforcement of the Articles of Association
These very Articles of Association have been authorized by the founding assembly on 21 October 1998 in Zurich, and have been enforced that very same day.
[1] Amended wording according to resolution made by the assembly on 06 November 2015