Bylaws of the swissAI Association

1. Name and Registered Office

1.1 An association exists under the name swissAI (formerly KImpact), which is governed by these bylaws and the provisions of Art. 60 et seq. of the Swiss Civil Code.

1.2 The association's headquarters are in Gebenstorf, AG.

2. Purpose

2.1 The purpose of the association is to serve as an organization for the exchange of ideas and professional development among those interested in AI (Artificial Intelligence), as well as to promote the visibility of participating companies and individuals in the field of AI.

2.2 Any change to the association's purpose must be approved by all members of the association.

3. Members

3.1 Members of the association may be individuals, legal entities, or partnerships that recognize and support the association’s purpose.

3.2 After a one-month trial period, participants may decide whether they wish to remain members. Unless the board objects, the participant is automatically admitted as a member. A decision to deny admission does not require justification.

4. Membership Fee

4.1 The membership fee is set annually by the general meeting. It is capped at CHF 200 per person per year.

4.2 Members must pay the full membership fee for the calendar year in which they are admitted or their membership expires.

5. Termination of Membership

5.1 Grounds for Termination

Membership terminates upon

  1. Resignation;
  2. Exclusion;
  3. Death in the case of natural persons, or loss of legal capacity in the case of legal entities.

5.2 Withdrawal

Resignation may be submitted in writing to the Board of Directors, subject to a 3-month notice period effective at the end of the calendar year. If notice is given during the year, the share of the costs is forfeited. Resignation at the end of the year is always possible.

5.3 Exclusion

5.3.1 The Executive Board may expel a member from the association without stating reasons. Expulsion shall occur only after the member has been heard, and shall be communicated to the member in writing. The expulsion takes effect immediately.

5.3.2 The expulsion is final. There is no possibility of appealing to the general meeting.

5.4 Death in the case of natural persons or loss of legal capacity in the case of legal entities. Membership is neither inheritable nor transferable by legal transaction.

6. Organization of the Association

6.1 Governing Bodies

The association's governing bodies are:

  1. the club meeting;
  2. the Board of Directors;
  3. the auditor (the audit firm).

6.2 Club Meeting

6.2.1 The highest governing body of the association is the general meeting. It has the following powers:

  1. Approval of the minutes of the last club meeting;
  2. Approval of the annual report, the financial statements, the annual budget, and the report of the audit firm (auditor);
  3. Discharge of the Executive Board and the Audit Committee (the auditor);
  4. Setting membership dues and the annual budget;
  5. Election and removal of the Executive Board and the audit firm (the auditor);
  6. Consideration of motions submitted by the Executive Board and members;
  7. Amendment to the Articles of Association;
  8. Dissolution of the association;
  9. Adoption of resolutions on matters reserved for the general meeting by law or the bylaws.

6.2.2 The regular general meeting of the association shall take place within the first 6 months of a calendar year. The invitation shall be issued by the board at least 20 days in advance, in writing or by email, and shall include the agenda, the board’s proposals, the annual report, the financial statements, and the auditor’s report.

6.2.3 Motions from members to be considered at the general meeting must be submitted in writing to the board of directors no later than January 31 of each calendar year. The board of directors shall add the motions received by the deadline to the agenda.

6.2.4 An extraordinary general meeting shall be convened by resolution of the Executive Board, upon a request accompanied by a written justification from at least one-fifth of the members entitled to vote, or upon a request from the auditors. The invitation shall be sent at least 10 days before the meeting.

6.2.5 The General Assembly is presided over by the President; if the President is unable to attend, the Vice President of the Executive Board or another chairperson elected by the General Assembly shall preside. The chairperson shall appoint a secretary and two members with voting rights to tally the results of votes and elections.

6.2.6 Minutes must be kept of the resolutions passed at the general meeting, and these minutes must be signed by the chairperson and the secretary. Members are entitled to inspect the minutes.

6.2.7 Votes and elections shall be held openly or, upon resolution of the general meeting, in writing.

6.2.8 Each member of the association has one vote and may be represented by a third party by means of a written power of attorney.

6.2.9 The general meeting of the association passes its resolutions and conducts its elections by a simple majority of the members present, unless a mandatory provision of law or the bylaws provides otherwise. In the event of a tie, the chairperson has the casting vote.

6.3 Executive Board

6.3.1 The Executive Board consists of at least 5 members. They are elected by the General Assembly for a term of 2 years. Re-election is permitted. Members may be removed from office at any time without notice.

6.3.2 The general meeting elects the president. Otherwise, the executive board organizes itself and, upon electing the president, determines its signing authority. As a general rule, joint signatures are required. The executive board consists of at least the president and the treasurer. Holding multiple offices is permitted.

6.3.3 The Executive Board is responsible for managing and representing the association. It may pass resolutions on all matters not assigned to the General Assembly by law or the bylaws. These include, in particular:

  1. Management of day-to-day operations and organization of the association;
  2. Preparation and conduct of club meetings;
  3. Admission and expulsion of members;
  4. Accounting.

6.3.4 The Executive Board shall be convened at the request of the President or at the request of a member of the Executive Board. A quorum is present when a majority of the members are in attendance. Minutes shall be kept of the meetings.

6.3.5 Each member of the Executive Board has one vote. Resolutions are adopted by a simple majority of those present. In the event of a tie, the President has the casting vote.

6.4 Auditing Firm (Auditor)

6.4.1 The general meeting may elect one or more natural or legal persons—who need not be members of the association—to serve as the audit committee (or auditor) for a term of one year. The term ends upon approval of the most recent annual financial statements. Re-election is permitted. The audit committee may be removed at any time without notice.

6.4.2 The fiscal year coincides with the calendar year. The first fiscal year runs from the date of incorporation to the end of the current calendar year. The financial statements are finalized and an inventory is prepared as of December 31. The financial statements are audited by the auditor.

6.4.3 The auditors shall submit a written report to the regular general meeting regarding the audit of the annual financial statements and shall propose whether to grant or deny discharge to the treasurer and the board of directors.

7. Association Assets, Liability, and Obligation to Make Additional Contributions

7.1 The association’s assets consist of membership dues, surpluses from the operating budget, any donations, event contributions, and bequests.

7.2 The association’s liabilities are covered exclusively by its assets. Personal liability and the obligation to make additional contributions on the part of the association’s members are excluded.

8. Amendments to the Bylaws and Dissolution

8.1 Amendments to the bylaws and the dissolution of the association require the presence of at least three-quarters of all members and an absolute majority of the votes cast.

8.2 If either quorum is not met, a second general meeting with the same agenda items must be convened within 6 weeks. This meeting shall have a quorum regardless of the number of members present.

8.3 In the event of dissolution, the general meeting shall decide on the allocation of the proceeds from liquidation.

9. Entry into Force of the Bylaws

These bylaws were approved at the founding meeting on September 1, 2023, and take effect immediately. The association’s founding is retroactive to January 1, 2023.

Chris Beyeler, President