¹ The su­preme gov­ern­ing body of the com­pany is the mem­bers’ gen­er­al meet­ing.

² The mem­bers’ gen­er­al meet­ing has the fol­low­ing in­ali­en­able powers:

1.

to amend the art­icles of as­so­ci­ation;

2.

to ap­point and the re­move the man­aging dir­ect­ors;

3.⁶⁸¹

to ap­point and re­move the mem­bers of the ex­tern­al aud­it­or;

4.⁶⁸²

to ap­prove the man­age­ment re­port and the con­sol­id­ated ac­counts;

5.

to ap­prove the an­nu­al ac­counts and the res­ol­u­tion on the al­loc­a­tion of the bal­ance sheet profit, and in par­tic­u­lar to set the di­vidend and the shares of profits paid to man­aging dir­ect­ors;

5^bis.⁶⁸³

to pass res­ol­u­tions on re­pay­ing cap­it­al re­serves;

6.

to de­term­ine the fees paid to man­aging dir­ect­ors;

7.

to dis­charge the man­aging dir­ect­ors;

8.

to con­sent to the as­sign­ment of cap­it­al con­tri­bu­tions or to re­cog­nise com­pany mem­bers as hav­ing the right to vote;

9.

to con­sent to the cre­ation of a charge over cap­it­al con­tri­bu­tions where the art­icles of as­so­ci­ation so provide;

10.

to pass res­ol­u­tions on the ex­er­cise un­der the art­icles of as­so­ci­ation of rights of first op­tion, pre-emption or pur­chase;

11.

to au­thor­ise the man­aging dir­ect­or to ac­quire the com­pany's own cap­it­al con­tri­bu­tions for the com­pany or to ap­prove such an ac­quis­i­tion;

12.

to is­sue de­tailed reg­u­la­tions on ob­lig­a­tions to make ad­di­tion­al ma­ter­i­al con­tri­bu­tions where the art­icles of as­so­ci­ation make ref­er­ence to such reg­u­la­tions;

13.

to con­sent to the activ­it­ies of the man­aging dir­ect­ors or com­pany mem­bers that are con­trary to the duty of loy­alty or the pro­hib­i­tion of com­pet­i­tion, where the art­icles of as­so­ci­ation waive the re­quire­ment of the con­sent of all com­pany mem­bers;

14.

to de­cide on wheth­er an ap­plic­a­tion should be made to the court to ex­clude a com­pany mem­ber for good cause;

15.

to ex­clude a com­pany mem­ber on grounds provided for in the art­icles of as­so­ci­ation;

16.

to dis­solve the com­pany;

17.

to ap­prove trans­ac­tions car­ried out by the man­aging dir­ect­ors that re­quire the con­sent of the mem­bers’ gen­er­al meet­ing un­der the art­icles of as­so­ci­ation;

18.

to de­cide on mat­ters that are re­served to the mem­bers’ gen­er­al meet­ing by law or by the art­icles of as­so­ci­ation or which are placed be­fore it by the man­aging dir­ect­ors.

³ The mem­bers’ gen­er­al meet­ing ap­points the man­agers, the au­thor­ised sig­nat­or­ies and au­thor­ised of­ficers. The art­icles of as­so­ci­ation may also grant these powers to the man­aging dir­ect­ors.

¹ The mem­bers’ gen­er­al meet­ing is con­vened by the man­aging dir­ect­ors, or if ne­ces­sary by the ex­tern­al aud­it­ors. The li­quid­at­ors also have the right to con­vene a mem­bers' gen­er­al meet­ing.

² The an­nu­al meet­ing is held every year with­in six months of the end of the fin­an­cial year. Ex­traordin­ary meet­ings are con­vened in ac­cord­ance with the art­icles of as­so­ci­ation or as re­quired.

³ The mem­bers’ gen­er­al meet­ing must be con­vened 20 days at the latest be­fore the date of the meet­ing. The art­icles of as­so­ci­ation may ex­tend this peri­od or re­duce it to no less than ten days. The pos­sib­il­ity of a uni­ver­sal meet­ing is re­served.

⁴ …⁶⁸⁴

⁵ In ad­di­tion, the pro­vi­sions of the law on com­pan­ies lim­ited by shares re­lat­ing to the gen­er­al meet­ing ap­ply mu­tatis mutandis to:

1.

con­ven­ing the meet­ing;

2.⁶⁸⁵

the right of com­pany mem­bers to con­vene a meet­ing and table agenda items and mo­tions;

2^bis.⁶⁸⁶

the ven­ue and the use of elec­tron­ic means;

3.

the busi­ness to be dis­cussed;

4.

mo­tions;

5.⁶⁸⁷

uni­ver­sal meet­ings and con­sent to a mo­tion;

6.

pre­par­at­ory meas­ures;

7.

the minutes;

8.

the rep­res­ent­a­tion of com­pany mem­bers;

9.

the par­ti­cip­a­tion of un­au­thor­ised per­sons.

¹ The right to vote of com­pany mem­bers shall be de­term­ined by the nom­in­al value of their cap­it­al con­tri­bu­tions. Each com­pany mem­ber shall have at least one vote. The art­icles of as­so­ci­ation may lim­it the num­ber of votes al­loc­ated to the own­er of sev­er­al cap­it­al con­tri­bu­tions.

² The art­icles of as­so­ci­ation may spe­cify that right to vote are not de­pend­ent on nom­in­al value with the res­ult that each cap­it­al con­tri­bu­tion car­ries one vote. In this case, the cap­it­al con­tri­bu­tions with the low­est nom­in­al value must be worth at least one tenth of the nom­in­al value of the oth­er cap­it­al con­tri­bu­tions.

³ The de­term­in­a­tion of the right to vote ac­cord­ing to the num­ber of cap­it­al con­tri­bu­tions does not ap­ply to:

1.

the ap­point­ment of the mem­bers of the ex­tern­al aud­it­or;

2.

the ap­point­ment of ex­perts to in­spect man­age­ment prac­tices or in­di­vidu­al parts there­of;

3.

the res­ol­u­tion on rais­ing a li­ab­il­ity ac­tion.

¹ In the case of res­ol­u­tions on the dis­charge of the man­aging dir­ect­ors, per­sons who have par­ti­cip­ated in man­age­ment in any way are not per­mit­ted to vote.

² In the case of res­ol­u­tions on the ac­quis­i­tion of its own cap­it­al con­tri­bu­tion by the com­pany, com­pany mem­bers who are re­lin­quish­ing their cap­it­al con­tri­bu­tions are not per­mit­ted to vote.

³ In the case of res­ol­u­tions on con­sent­ing to activ­it­ies of a com­pany mem­ber that are con­trary to the duty of loy­alty or the pro­hib­i­tion of com­pet­i­tion, the per­son con­cerned is not per­mit­ted to vote.

In the case of a usu­fruct over a cap­it­al con­tri­bu­tion, the usu­fructu­ary has the right to vote and re­lated rights. He is li­able to the own­er in dam­ages if he fails to give due con­sid­er­a­tion to the in­terests of the own­er when ex­er­cising his rights.

¹ The art­icles of as­so­ci­ation may grant com­pany mem­bers a right of veto over cer­tain res­ol­u­tions of the mem­bers’ gen­er­al meet­ing. They must the de­tail the de­cisions to which the right of veto ap­plies.

² The ret­ro­spect­ive in­tro­duc­tion of a right of veto re­quires the con­sent of all com­pany mem­bers.

³ The right of veto may not be trans­ferred.

The mem­bers’ gen­er­al meet­ing shall pass res­ol­u­tions and con­duct its elec­tions by an ab­so­lute ma­jor­ity of the votes rep­res­en­ted, un­less the law or art­icles of as­so­ci­ation provide oth­er­wise.

The chair of the mem­bers’ gen­er­al meet­ing shall have the cast­ing vote. The art­icles of as­so­ci­ation may provide oth­er­wise.

¹ A res­ol­u­tion of the mem­bers’ gen­er­al meet­ing passed by a ma­jor­ity of at least two thirds of the votes rep­res­en­ted and an ab­so­lute ma­jor­ity of the en­tire nom­in­al cap­it­al in re­spect of which a right to vote may be ex­er­cised is re­quired in the case of:

1.

amend­ing the ob­jects of the com­pany;

2.

in­tro­du­cing cap­it­al con­tri­bu­tions with pref­er­en­tial right to vote;

3.

in­creas­ing or eas­ing the re­stric­tions on or the pro­hib­i­tion of the trans­fer­ab­il­ity of cap­it­al con­tri­bu­tions;

4.

con­sent­ing to the as­sign­ment of cap­it­al con­tri­bu­tions or re­cog­ni­tion as a com­pany mem­ber who is en­titled to vote;

5.

in­creas­ing the nom­in­al cap­it­al;

6.

re­strict­ing or re­vok­ing sub­scrip­tion rights;

6^bis.⁶⁸⁸

changing the currency of the nominal capital;

7.

con­sent­ing to activ­it­ies of the man­aging dir­ect­or or com­pany mem­bers that are con­trary to the duty of loy­alty or the pro­hib­i­tion of com­pet­i­tion;

8.

ap­ply­ing to the court to ex­clude a com­pany mem­ber for good cause;

9.

ex­clud­ing a com­pany mem­ber on the grounds spe­cified in the art­icles of as­so­ci­ation planned;

10.

re­lo­cat­ing the seat of the com­pany;

10^bis.⁶⁸⁹ in­tro­du­cing an ar­bit­ra­tion clause in­to the art­icles of as­so­ci­ation;

11.

dis­solv­ing the com­pany.

² Pro­vi­sions of the art­icles of as­so­ci­ation stip­u­lat­ing lar­ger ma­jor­it­ies than those re­quired by law for cer­tain res­ol­u­tions may only be in­tro­duced, amended or re­pealed if ap­proved by the re­quired ma­jor­ity.⁶⁹⁰

The rel­ev­ant pro­vi­sions on com­pan­ies lim­ited by shares ap­ply to the con­test­ing of res­ol­u­tions of the mem­bers’ gen­er­al meet­ing.

¹ The com­pany mem­bers are jointly re­spons­ible for the man­age­ment of the com­pany. The art­icles of as­so­ci­ation may ad­opt al­tern­at­ive pro­vi­sions on man­age­ment.

² Only nat­ur­al per­sons may be ap­poin­ted as man­aging dir­ect­ors. Where a leg­al en­tity or a com­mer­cial en­ter­prise is a par­ti­cipant in the com­pany, if ap­plic­able it shall ap­point a nat­ur­al per­son to ex­er­cise this func­tion in its stead. The art­icles of as­so­ci­ation may re­quire the con­sent of the mem­bers' gen­er­al meet­ing for this.

³ Where a com­pany has two or more man­aging dir­ect­ors, the mem­bers' gen­er­al meet­ing must ap­point a chair.

⁴ Where a com­pany has two or more man­aging dir­ect­ors, they de­cide by a ma­jor­ity of the votes cast. The chair has the cast­ing vote. The art­icles of as­so­ci­ation may ad­opt al­tern­at­ive pro­vi­sions on de­cision mak­ing by the man­aging dir­ect­ors.

¹ The man­aging dir­ect­ors shall be re­spons­ible for all mat­ters not as­signed by law or the art­icles of as­so­ci­ation to the mem­bers’ gen­er­al meet­ing.

² Sub­ject to the re­ser­va­tion of the fol­low­ing pro­vi­sions, the man­aging dir­ect­ors shall have the fol­low­ing in­ali­en­able and ir­re­voc­able du­ties:

1.

the over­all man­age­ment of the com­pany and is­su­ing the re­quired dir­ect­ives;

2.

de­term­in­ing the or­gan­isa­tion in ac­cord­ance with the law and the art­icles of as­so­ci­ation;

3.

or­gan­ising the ac­count­ing, fin­an­cial con­trol and fin­an­cial plan­ning sys­tems as re­quired for the man­age­ment of the com­pany;

4.

su­per­vising of the per­sons who are del­eg­ated man­age­ment re­spons­ib­il­it­ies, in par­tic­u­lar with re­gard to com­pli­ance with the law, art­icles of as­so­ci­ation, reg­u­la­tions and dir­ect­ives;

5.⁶⁹¹

pre­par­ing the an­nu­al re­port;

6.

pre­par­ing for the mem­bers’ gen­er­al meet­ing and im­ple­ment­ing its res­ol­u­tions;

7.⁶⁹²

filing an application for a debt restructuring moratorium andno­ti­fy­ing the court in the event that the com­pany is over­indebted.

³ The chair of the ex­ec­ut­ive board or if ap­plic­able the sole man­aging dir­ect­or has the fol­low­ing du­ties:

1.

to con­vene and chair the mem­bers’ gen­er­al meet­ing;

2.

to is­sue com­mu­nic­a­tions to the com­pany mem­bers;

3.

to en­sure the re­quired no­ti­fic­a­tions are made to the com­mer­cial re­gister.

¹ The art­icles of as­so­ci­ation may provide that the man­aging dir­ect­ors:

1.

sub­mit cer­tain de­cisions to the mem­bers' gen­er­al meet­ing for ap­prov­al;

2.

may sub­mit in­di­vidu­al mat­ters to the mem­bers' gen­er­al meet­ing for ap­prov­al.

² Ap­prov­al by the mem­bers’ gen­er­al meet­ing does not re­strict the li­ab­il­ity of the man­aging dir­ect­ors.

¹ The man­aging dir­ect­ors and third parties who are in­volved in man­age­ment must carry out their du­ties with all due care and safe­guard the in­terests of the com­pany in good faith.

² They are sub­ject to the same duty of loy­alty as the com­pany mem­bers.

³ They may not carry on any activ­it­ies in com­pet­i­tion with the com­pany un­less the art­icles of as­so­ci­ation provide oth­er­wise or all oth­er com­pany mem­bers con­sent to the activ­ity in writ­ing. The art­icles of as­so­ci­ation may provide that the con­sent of the mem­bers’ gen­er­al meet­ing be re­quired.

The man­aging dir­ect­ors and third parties who are in­volved in man­age­ment must treat com­pany mem­bers equally un­der the same cir­cum­stances.

¹ Each man­aging dir­ect­or has the right to rep­res­ent the com­pany.

² The art­icles of as­so­ci­ation may ad­opt al­tern­at­ive pro­vi­sions on rep­res­ent­a­tion, but at least one man­aging dir­ect­or must be au­thor­ised to rep­res­ent the com­pany. The art­icles of as­so­ci­ation may refer to reg­u­la­tions that set out the de­tails.

³ The com­pany must be able to be rep­res­en­ted by a per­son who is res­id­ent in Switzer­land. This per­son must be a man­aging dir­ect­or or a man­ager. They must have ac­cess to the re­gister of cap­it­al con­tri­bu­tions and to the re­gister of be­ne­fi­cial own­ers un­der Art­icle 697l.⁶⁹³

⁴ The rel­ev­ant pro­vi­sions on com­pan­ies lim­ited by shares ap­ply to the ex­tent of and re­stric­tions on the right to act as a rep­res­ent­at­ive and to con­tracts between the com­pany and the per­son that is rep­res­ent­ing it.

⁵ The per­sons au­thor­ised to rep­res­ent the com­pany must sign on its be­half by ap­pend­ing their sig­na­ture to the busi­ness name.

⁶ …⁶⁹⁴

¹ The mem­bers’ gen­er­al meet­ing may re­move man­aging dir­ect­ors that it has ap­poin­ted at any time.

² Any com­pany mem­ber may re­quest the court to re­voke or re­strict the right of a man­aging dir­ect­or to man­age or rep­res­ent the com­pany where there is good cause, and in par­tic­u­lar if the per­son con­cerned has ser­i­ously breached his ob­lig­a­tions or is no longer able to man­age the com­pany com­pet­ently.

³ The man­aging dir­ect­ors may at any time sus­pend man­agers, au­thor­ised sig­nat­or­ies or au­thor­ised of­ficers in their ca­pa­city.

⁴ If these per­sons have been ap­poin­ted by the mem­bers’ gen­er­al meet­ing, a mem­bers’ gen­er­al meet­ing must be con­vened without delay.

⁵ Claims for com­pens­a­tion made by per­sons who have been re­moved or sus­pen­ded are re­served.

De­cisions made by the man­aging dir­ect­ors are sub­ject mu­tatis mutandis to the same grounds for nullity as res­ol­u­tions of the gen­er­al meet­ing of a com­pany lim­ited by shares.

The com­pany is li­able for losses or dam­age caused by un­au­thor­ised acts car­ried out in the ex­er­cise of his busi­ness activ­it­ies by a per­son au­thor­ised to man­age or rep­res­ent the com­pany.

¹ The rel­ev­ant pro­vi­sions on com­pan­ies lim­ited by shares ap­ply to the ex­tern­al aud­it­or.

² A com­pany mem­ber sub­ject to an ob­lig­a­tion to make ad­di­tion­al fin­an­cial con­tri­bu­tions may re­quest an or­din­ary audit of the an­nu­al ac­counts.

The rel­ev­ant pro­vi­sions on com­pan­ies lim­ited by shares ap­ply to de­fects in the or­gan­isa­tion the com­pany.

The pro­vi­sions of the law on com­pan­ies lim­ited by shares on im­min­ent in­solv­ency, loss of cap­it­al, over­indebted­ness and the re­valu­ation of im­mov­able prop­erty and par­ti­cip­a­tions ap­ply mu­tatis mutandis.

¹ A lim­ited li­ab­il­ity com­pany must be dis­solved:

1.

if ground for dis­sol­u­tion stated in the art­icles of as­so­ci­ation ap­plies;

2.

if the mem­bers’ gen­er­al meet­ing so re­solves;

3.

if bank­ruptcy pro­ceed­ings are com­menced;

4.

in the oth­er cases provided for by the law.

² If the mem­bers’ gen­er­al meet­ing re­solves to dis­solve the com­pany, the res­ol­u­tion must be done as a pub­lic deed.

³ Any com­pany mem­ber may re­quest the court to dis­solve the com­pany for good cause. In­stead of dis­sol­u­tion, the court may opt for an al­tern­at­ive solu­tion that is ap­pro­pri­ate and reas­on­able for the per­sons con­cerned, such as the pay­ment of a fin­an­cial set­tle­ment to the com­pany mem­ber re­quest­ing dis­sol­u­tion com­men­sur­ate with the true value of his cap­it­al con­tri­bu­tion.

¹ The rel­ev­ant pro­vi­sions on com­pan­ies lim­ited by shares ap­ply mu­tatis mutandis to the con­sequences of dis­sol­u­tion.

² The dis­sol­u­tion of a com­pany must be entered in the com­mer­cial re­gister. Where dis­sol­u­tion is ordered by the court, the court must no­ti­fy the com­mer­cial re­gister without delay. Where dis­sol­u­tion is on oth­er grounds, the com­pany must no­ti­fy the Com­mer­cial Re­gister.

¹ A com­pany mem­ber may ap­ply to the court to for leave to resign for good cause.

² The art­icles of as­so­ci­ation may grant com­pany mem­bers the right to resign and make this sub­ject to cer­tain con­di­tions.

¹ Where a com­pany mem­ber files an ac­tion for leave to resign for good cause or a com­pany mem­ber tenders his resig­na­tion based on a right of resig­na­tion un­der the art­icles of as­so­ci­ation, the man­aging dir­ect­ors must no­ti­fy the oth­er com­pany mem­bers without delay.

² If oth­er com­pany mem­bers with­in three months of re­ceipt of such no­tice file an ac­tion for leave to resign for good cause or ex­er­cise a right of resig­na­tion un­der the art­icles of as­so­ci­ation, all de­part­ing com­pany mem­bers must be treated equally in pro­por­tion to the nom­in­al value of their cap­it­al con­tri­bu­tions. Where ad­di­tion­al fin­an­cial con­tri­bu­tions have been made, the value there­of must be ad­ded to the nom­in­al value.

¹ Where there is good cause, the com­pany may ap­ply to the court for the ex­clu­sion of a com­pany mem­ber.

² The art­icles of as­so­ci­ation may provide that the mem­bers’ gen­er­al meet­ing com­pany may ex­clude mem­bers from the com­pany on spe­cif­ic grounds.

³ The reg­u­la­tions on fol­low-up resig­na­tions do not ap­ply.

In pro­ceed­ings re­lat­ing to the with­draw­al of a com­pany mem­ber, the court may at the re­quest of a party or­der that in­di­vidu­al or all mem­ber­ship rights and ob­lig­a­tions the per­son con­cerned be sus­pen­ded.

¹ Where a com­pany mem­ber leaves the com­pany, he is en­titled to a fin­an­cial set­tle­ment that re­flects the true value of his cap­it­al con­tri­bu­tions.

² Where the com­pany mem­ber leaves by ex­er­cising a right of resig­na­tion un­der the art­icles of as­so­ci­ation, the art­icles of as­so­ci­ation may ad­opt dif­fer­ent pro­vi­sions on com­pens­a­tion.

¹ The fin­an­cial set­tle­ment be­comes due for pay­ment when the com­pany mem­bers leaves, provided the com­pany:

1.

has dis­pos­able equity cap­it­al;

2.

is able to dis­pose of the cap­it­al con­tri­bu­tions of the de­part­ing mem­ber;

3.

is en­titled to re­duce its nom­in­al cap­it­al in com­pli­ance with the rel­ev­ant pro­vi­sions.

² A li­censed audit ex­pert must es­tab­lish the ex­tent of the dis­pos­able equity cap­it­al. If this is in­suf­fi­cient to pay the fin­an­cial set­tle­ment, he must state his opin­ion on the ex­tent to which the nom­in­al cap­it­al could be re­duced.

³ The former com­pany mem­ber holds a non-in­terest-bear­ing sub­or­din­ate rank­ing claim in re­spect of any por­tion of the fin­an­cial set­tle­ment that is not paid out. This be­comes due for pay­ment to the ex­tent that dis­pos­able equity cap­it­al is de­clared to be avail­able in the an­nu­al re­port.

⁴ For as long as the fin­an­cial set­tle­ment has not been paid in full, the former com­pany mem­ber may re­quest that the com­pany ap­point an ex­tern­al aud­it­or and ar­range for an or­din­ary audit of the an­nu­al ac­counts.

¹ Each com­pany mem­ber shall have the right to a share of the pro­ceeds of li­quid­a­tion cor­res­pond­ing to frac­tion that nom­in­al value of his cap­it­al con­tri­bu­tion rep­res­ents of the nom­in­al cap­it­al. Where ad­di­tion­al fin­an­cial con­tri­bu­tions have been made and not re­fun­ded, their value must be ad­ded to the cap­it­al con­tri­bu­tions of the com­pany mem­ber con­cerned and to the nom­in­al cap­it­al. The art­icles of as­so­ci­ation may ad­opt an al­tern­at­ive pro­vi­sion.

² The rel­ev­ant pro­vi­sions on com­pan­ies lim­ited by shares ap­ply mu­tatis mutandis to the dis­sol­u­tion of a com­pany with li­quid­a­tion.

The rel­ev­ant pro­vi­sions on com­pan­ies lim­ited by shares ap­ply to the li­ab­il­ity of per­sons who are in­volved in the found­a­tion, man­age­ment, audit­ing or li­quid­a­tion of a lim­ited li­ab­il­ity com­pany.

¹ A co­oper­at­ive is a cor­por­ate en­tity con­sist­ing of an un­lim­ited num­ber of per­sons or com­mer­cial en­ter­prises which primar­ily aims to pro­mote or safe­guard the eco­nom­ic in­terests of the co­oper­at­ive’s mem­bers by way of col­lect­ive self-help or which is foun­ded for char­it­able pur­poses.⁶⁹⁶

² Co­oper­at­ives with a pre­de­ter­mined nom­in­al cap­it­al are not per­mit­ted.

As­so­ci­ations of per­sons un­der pub­lic law are gov­erned by fed­er­al and can­ton­al pub­lic law even where formed to pur­sue co­oper­at­ive pur­poses.

A co­oper­at­ive shall be foun­ded by the founders de­clar­ing in a pub­lic deed that they are found­ing a co­oper­at­ive and spe­cify­ing therein the art­icles of as­so­ci­ation and the gov­ern­ing bod­ies.

¹ At least sev­en mem­bers must be in­volved in the found­a­tion of a co­oper­at­ive.

² Where the num­ber of mem­bers sub­sequently drops be­low the min­im­um num­ber, the pro­vi­sions of the law on com­pan­ies lim­ited by shares on de­fects in the or­gan­isa­tion of a com­pany ap­ply mu­tatis mutandis.⁶⁹⁸

The art­icles of as­so­ci­ation must con­tain pro­vi­sions con­cern­ing:

1.⁶⁹⁹

the busi­ness name and seat of the co­oper­at­ive;

2.

the ob­jects of the co­oper­at­ive;

3. and 4.⁷⁰⁰ …

5.⁷⁰¹

the form of the co­oper­at­ive’s com­mu­nic­a­tions with its mem­bers.

In or­der to be bind­ing, pro­vi­sions on the fol­low­ing mat­ters must be in­cluded in the art­icles of as­so­ci­ation:

1.

cre­ation of the co­oper­at­ive’s nom­in­al cap­it­al by means of co­oper­at­ive shares (share cer­ti­fic­ates);

2.

con­tri­bu­tions in kind to the co­oper­at­ive’s nom­in­al cap­it­al, the nature and im­puted value there­of and the re­quire­ments per­tain­ing to the per­son of the con­trib­ut­or;

3.⁷⁰²

…

4.

ac­ces­sion to the co­oper­at­ive and loss of mem­ber­ship, where such rules dif­fer from the stat­utory pro­vi­sions;

5.⁷⁰³

mem­bers’ per­son­al li­ab­il­ity and their li­ab­il­ity to make ad­di­tion­al con­tri­bu­tions and an ob­lig­a­tion for mem­bers to make cash or oth­er con­tri­bu­tions and the nature and amount there­of;

6.

the or­gan­isa­tion and rep­res­ent­a­tion of the co­oper­at­ive, amend­ment of its art­icles of as­so­ci­ation and the ad­op­tion of res­ol­u­tions by the gen­er­al as­sembly, where such rules dif­fer from the stat­utory pro­vi­sions;

7.

re­stric­tions on or ex­ten­sions of the ex­er­cise of mem­bers’ right to vote;

8.⁷⁰⁴

the cal­cu­la­tion and al­loc­a­tion of bal­ance sheet profit and the li­quid­a­tion sur­plus.

¹ The art­icles of as­so­ci­ation shall be drawn up in writ­ing and sub­mit­ted to an as­sembly con­vened by the founder mem­bers for con­sulta­tion and ap­prov­al.

² In ad­di­tion, a writ­ten re­port by the founder mem­bers on any con­tri­bu­tions in kind shall be made avail­able to the as­sembly for con­sulta­tion. The founder mem­bers must con­firm that there are no con­tri­bu­tions in kind, in­stances of off­set­ting or spe­cial priv­ileges oth­er than those men­tioned in the sup­port­ing doc­u­ments.⁷⁰⁵

³ This as­sembly shall also ap­point the ne­ces­sary gov­ern­ing bod­ies.

⁴ Un­til the co­oper­at­ive has been entered in the com­mer­cial re­gister, the mem­ber­ship may be es­tab­lished only by sign­ing the art­icles of as­so­ci­ation.

The co­oper­at­ive shall be entered in the com­mer­cial re­gister of the place at which it has its seat.

¹ The co­oper­at­ive shall keep a re­gister in which the first name and sur­name or the busi­ness name of the mem­bers and their ad­dresses are re­cor­ded. It must keep the re­gister in such a man­ner that it can be ac­cessed at any time in Switzer­land.

² The doc­u­ments on which an entry is based must be re­tained for ten years fol­low­ing the de­le­tion of the mem­ber con­cerned from the re­gister.

¹ The co­oper­at­ive shall ac­quire leg­al per­son­al­ity only through entry in the com­mer­cial re­gister.

² Per­sons act­ing in the name of the co­oper­at­ive pri­or to entry in the com­mer­cial re­gister are li­able per­son­ally and jointly and sev­er­ally for their ac­tions.

³ Where such ob­lig­a­tions were entered in­to ex­pressly in the name of the co­oper­at­ive to be foun­ded and are as­sumed by the lat­ter with­in three months of its entry in the com­mer­cial re­gister, the per­sons who con­trac­ted them are re­leased and only the co­oper­at­ive is li­able.

A res­ol­u­tion of the gen­er­al as­sembly or the board on an amend­ment of the art­icles of as­so­ci­ation must be done as a pub­lic deed and entered in the com­mer­cial re­gister.

¹ New mem­bers may be ac­cep­ted in­to a co­oper­at­ive at any time.

² Provid­ing the prin­ciple of un­lim­ited mem­ber­ship is re­spec­ted, the art­icles of as­so­ci­ation may lay down more de­tailed pro­vi­sions gov­ern­ing ac­ces­sion; however, they must not im­pose ex­cess­ive obstacles to ac­ces­sion.

¹ Ac­ces­sion re­quires a writ­ten de­clar­a­tion.

² Where, in ad­di­tion to be­ing li­able with its as­sets, a co­oper­at­ive provides for per­son­al li­ab­il­ity or the li­ab­il­ity to make ad­di­tion­al con­tri­bu­tions on the part of the in­di­vidu­al mem­bers, the de­clar­a­tion of ac­ces­sion must state such ob­lig­a­tions ex­pressly.

³ The board shall de­cide on ac­cept­ance of new mem­bers, un­less un­der the art­icles of as­so­ci­ation a mere de­clar­a­tion of ac­ces­sion is suf­fi­cient or a res­ol­u­tion of the gen­er­al as­sembly is re­quired.

¹ Where mem­ber­ship of the co­oper­at­ive is linked with tak­ing out an in­sur­ance policy with the co­oper­at­ive, mem­ber­ship shall be ac­quired on ac­cept­ance of the in­sur­ance ap­plic­a­tion by the com­pet­ent gov­ern­ing body.

² In­sur­ance policies con­cluded by a li­censed in­sur­ance co­oper­at­ive with its mem­bers are sub­ject to the Fed­er­al Act of 2 April 1908⁷¹⁰ on In­sur­ance Policies in the same man­ner as in­sur­ance policies con­cluded with third parties.

¹ Un­less a res­ol­u­tion has been passed to dis­solve the co­oper­at­ive, any mem­ber is free to leave.

² The art­icles of as­so­ci­ation may provide that a de­part­ing mem­ber is re­quired to pay an ap­pro­pri­ate sev­er­ance pen­alty where in the cir­cum­stances the de­par­ture causes the co­oper­at­ive sig­ni­fic­ant losses or jeop­ard­ises its con­tin­ued ex­ist­ence.

³ Any per­man­ent ban on or ex­cess­ive obstacle to de­par­ture im­posed by the art­icles of as­so­ci­ation or by agree­ment shall be void.

¹ A mem­ber may be barred from leav­ing by the art­icles of as­so­ci­ation or by agree­ment for no more than five years.

² Even dur­ing this peri­od a mem­ber may leave for good cause. The ob­lig­a­tion to pay an ap­pro­pri­ate sev­er­ance pen­alty on the same con­di­tions as ap­ply to mem­bers with an un­res­tric­ted right of de­par­ture is re­served.

¹ Mem­bers may leave only at the end of the fin­an­cial year and on ex­piry of one year’s no­tice.

² The art­icles of as­so­ci­ation may stip­u­late a short­er no­tice peri­od and may per­mit de­par­tures in the course of the fin­an­cial year.

Where the art­icles of as­so­ci­ation grant a de­part­ing mem­ber a share of the co­oper­at­ive’s as­sets, a bank­rupt mem­ber’s right to leave may be ex­er­cised by the bank­ruptcy ad­min­is­trat­ors or, if the mem­ber’s share has been at­tached, by the debt col­lec­tion of­fice.

¹ The art­icles of as­so­ci­ation may stip­u­late the grounds on which a mem­ber may be ex­cluded.

² Moreover, a mem­ber may be ex­cluded at any time for good cause.

³ Ex­clu­sions shall be de­cided by the gen­er­al as­sembly. The art­icles of as­so­ci­ation may stip­u­late that the board is re­spons­ible, in which case the ex­cluded mem­ber has a right of re­course to the gen­er­al as­sembly. A mem­ber may ap­peal against ex­clu­sion to the courts with­in three months.

⁴ The ex­cluded mem­ber may be re­quired to pay an ap­pro­pri­ate sev­er­ance pen­alty on the same con­di­tions as ap­ply to mem­bers with an un­res­tric­ted right of de­par­ture.

¹ Mem­ber­ship shall lapse on the death of the mem­ber.

² However, the art­icles of as­so­ci­ation may stip­u­late that the mem­ber’s heirs auto­mat­ic­ally be­come mem­bers of the co­oper­at­ive.

³ Fur­ther, the art­icles of as­so­ci­ation may stip­u­late that the heirs or one of two or more heirs must, on writ­ten re­quest, be re­cog­nised as mem­ber in place of the de­ceased mem­ber.

⁴ The com­munity of heirs must ap­point a joint rep­res­ent­at­ive to act as a mem­ber of the co­oper­at­ive.

Where mem­ber­ship of a co­oper­at­ive is linked to the hold­ing of an of­fice or an em­ploy­ment re­la­tion­ship or is the res­ult of a con­trac­tu­al re­la­tion­ship, as in the case of an in­sur­ance co­oper­at­ive, un­less the art­icles of as­so­ci­ation provide oth­er­wise, mem­ber­ship lapses on ter­min­a­tion of such of­fice, em­ploy­ment or con­tract.

¹ The as­sign­ment of shares in the co­oper­at­ive and, where a cer­ti­fic­ate is is­sued as proof of mem­ber­ship or such share, the trans­fer of this cer­ti­fic­ate do not auto­mat­ic­ally make the ac­quirer a mem­ber. The ac­quirer be­comes a mem­ber only after the ex­ist­ing mem­bers have passed a res­ol­u­tion of ac­cept­ance as re­quired by law and the art­icles of as­so­ci­ation.

² Un­til such time as the ac­quirer be­comes a mem­ber, the ali­en­at­or is en­titled to ex­er­cise the per­son­al mem­ber­ship rights.

³ Where mem­ber­ship of a co­oper­at­ive is linked with a con­tract, the art­icles of as­so­ci­ation may stip­u­late that, if the con­tract is sub­sequently taken over, mem­ber­ship auto­mat­ic­ally passes to the leg­al suc­cessor.

¹ The art­icles of as­so­ci­ation may make mem­ber­ship of a co­oper­at­ive con­di­tion­al on own­er­ship or com­mer­cial ex­ploit­a­tion of a prop­erty.

² In such cases the art­icles of as­so­ci­ation may stip­u­late that, in the event that the prop­erty or com­mer­cial op­er­a­tions change hands, mem­ber­ship shall auto­mat­ic­ally pass to the ac­quirer.

³ A trans­fer of mem­ber­ship res­ult­ing from the ali­en­a­tion of prop­erty shall be val­id as against third parties only if entered un­der pri­or­ity no­tice in the land re­gister.

In the case of trans­fer and in­her­it­ance of mem­ber­ship, the con­di­tions for leav­ing the co­oper­at­ive are the same for the leg­al suc­cessor as for the former mem­ber.

¹ The art­icles of as­so­ci­ation may stip­u­late that a cer­ti­fic­ate be is­sued as proof of mem­ber­ship.

² Such proof may also be provided as part of the mem­ber’s share cer­ti­fic­ate.

¹ Where a co­oper­at­ive has shares, each mem­ber join­ing it must take at least one.

² The art­icles of as­so­ci­ation may stip­u­late that mul­tiple shares may be ac­quired, up to a spe­cified max­im­um.

³ Share cer­ti­fic­ates are made out in the mem­ber’s name. However, they may not be made out in the form of ne­go­ti­able se­cur­it­ies, but only as doc­u­ments in proof.

The mem­bers all have equal rights and ob­lig­a­tions, un­less the law makes an ex­cep­tion.

The rights of mem­bers to par­ti­cip­ate in the af­fairs of the co­oper­at­ive, in par­tic­u­lar with re­gard to the man­age­ment of its busi­ness and the pro­mo­tion of the co­oper­at­ive’s in­terests, are ex­er­cised by tak­ing part in the gen­er­al as­sembly of mem­bers or, where pre­scribed by law, in bal­lots.

¹ No later than ten days pri­or to the gen­er­al as­sembly of mem­bers or the bal­lot to de­cide on ap­prov­al of the man­age­ment re­port, the con­sol­id­ated ac­counts and the an­nu­al ac­counts, these doc­u­ments to­geth­er with the audit re­port must be made avail­able at the seat of the co­oper­at­ive for in­spec­tion by its mem­bers.⁷¹²

² Unless the documents are electronically accessible, any member may for one year following the general assembly request that they be sent the annual report in the form approved by the general assembly together with the audit report.⁷¹³

¹ The mem­bers may draw the at­ten­tion of the ex­tern­al aud­it­or to du­bi­ous pro­ced­ures and re­quest the ne­ces­sary in­form­a­tion.⁷¹⁴

² The co­oper­at­ive’s ledgers and busi­ness cor­res­pond­ence may be in­spec­ted only with the ex­press au­thor­isa­tion of the gen­er­al as­sembly of mem­bers or by res­ol­u­tion of the board and if meas­ures are taken to safe­guard trade secrets.

³ The court may or­der the co­oper­at­ive to provide the mem­bers with in­form­a­tion on sig­ni­fic­ant mat­ters rel­ev­ant to the ex­er­cise of their right of con­trol in the form of au­then­tic­ated cop­ies from its ledgers or cor­res­pond­ence. The court or­der must not jeop­ard­ise the in­terests of the co­oper­at­ive.

⁴ The mem­bers’ right of con­trol may not be ex­cluded or re­stric­ted either by the art­icles of as­so­ci­ation or by res­ol­u­tions made by a gov­ern­ing body of the co­oper­at­ive.

¹ Un­less the art­icles of as­so­ci­ation provide oth­er­wise, any an­nu­al profit on the co­oper­at­ive’s busi­ness op­er­a­tions passes in its en­tirety to the co­oper­at­ive’s as­sets.

² Where dis­tri­bu­tion of the an­nu­al profit among the mem­bers is provided for, un­less the art­icles of as­so­ci­ation dic­tate oth­er­wise, it shall be dis­trib­uted ac­cord­ing to the use of the co­oper­at­ive’s fa­cil­it­ies by in­di­vidu­al mem­bers.

³ Where share cer­ti­fic­ates ex­ist, the por­tion of the an­nu­al profit paid out on them must not ex­ceed the usu­al rate of in­terest for long-term loans without spe­cial se­cur­ity.

¹ Where the net profit is used for a pur­pose oth­er than to build up the co­oper­at­ive’s as­sets, each year one twen­ti­eth of it must be al­loc­ated to a re­serve fund. Such al­loc­a­tions must be made for at least 20 years; where share cer­ti­fic­ates ex­ist, they must in any event be made un­til the re­serve fund is equal to one-fifth of the co­oper­at­ive’s cap­it­al.

² The art­icles of as­so­ci­ation may stip­u­late that the re­serve fund must be ac­cu­mu­lated more rap­idly.

³ To the ex­tent that the re­serve fund does not ex­ceed one-half of the co­oper­at­ive’s oth­er as­sets or, where share cer­ti­fic­ates ex­ist, one-half of the co­oper­at­ive’s cap­it­al, it may be used only to cov­er losses or for meas­ures de­signed to sus­tain the co­oper­at­ive’s pur­suit of its ob­jects in dif­fi­cult times.

⁴ ...⁷¹⁷

¹ Cred­it co­oper­at­ives may lay down art­icles of as­so­ci­ation that derog­ate from the pro­vi­sions gov­ern­ing dis­tri­bu­tion of an­nu­al profit con­tained in the pre­vi­ous art­icles, but they too are ob­liged to form a re­serve fund and to use it in ac­cord­ance with the above pro­vi­sions.

² Each year at least one-tenth of the an­nu­al profit must be al­loc­ated to the re­serve fund un­til it equals one-tenth of the co­oper­at­ive’s nom­in­al cap­it­al.

³ Where a por­tion of the an­nu­al profit is paid out to hold­ers of shares in the co­oper­at­ive and that por­tion ex­ceeds the usu­al rate of in­terest for long-term loans without spe­cial se­cur­ity, one-tenth of the amount by which it ex­ceeds the usu­al in­terest rate must like­wise be al­loc­ated to the re­serve fund.

¹ The art­icles of as­so­ci­ation may also provide for al­loc­a­tions to es­tab­lish and fin­ance oth­er funds, in par­tic­u­lar funds ded­ic­ated to the wel­fare of em­ploy­ees of the com­pany and re­lated work­ers and for mem­bers of the co­oper­at­ive.

^2–4 ...⁷¹⁸

¹ Al­loc­a­tions to the re­serve fund and oth­er funds in ac­cord­ance with the law and the art­icles of as­so­ci­ation shall be de­duc­ted in the first in­stance from the an­nu­al profit avail­able for dis­tri­bu­tion.

² Where it is deemed ap­pro­pri­ate in or­der to se­cure the long-term suc­cess of the co­oper­at­ive, the gen­er­al as­sembly of mem­bers may also re­solve to cre­ate re­serves which are not en­vis­aged by or meet high­er re­quire­ments than are spe­cified by the law or the art­icles of as­so­ci­ation.

³ Sim­il­arly, con­tri­bu­tions may be de­duc­ted from the an­nu­al profit for the pur­pose of cre­at­ing and fin­an­cing wel­fare funds for em­ploy­ees, oth­er work­ers and mem­bers or for oth­er wel­fare pur­poses even where these are not en­vis­aged in the art­icles of as­so­ci­ation; such con­tri­bu­tions are sub­ject to the pro­vi­sions gov­ern­ing wel­fare funds es­tab­lished by the art­icles of as­so­ci­ation.

¹ The art­icles of as­so­ci­ation shall spe­cify wheth­er the de­part­ing mem­bers or their heirs have claims on the co­oper­at­ive’s as­sets and, if so, what those claims are. Such claims must be cal­cu­lated on the basis of the net bal­ance sheet as­sets ex­clud­ing re­serves at the time the mem­ber leaves the co­oper­at­ive.

² The art­icles of as­so­ci­ation may grant de­part­ing mem­bers or their heirs the right to the full or par­tial re­pay­ment of the value of their share cer­ti­fic­ate ex­clud­ing the entry fee. They may stip­u­late that this re­pay­ment be de­ferred for up to three years after the mem­ber’s de­par­ture.

³ Even where the art­icles of as­so­ci­ation make no such pro­vi­sion, the co­oper­at­ive re­mains en­titled to de­fer the re­pay­ment for up to three years where it would cause the co­oper­at­ive con­sid­er­able losses or jeop­ard­ise its con­tin­ued ex­ist­ence. Any en­ti­tle­ment of the co­oper­at­ive to a sev­er­ance pen­alty paid by the de­part­ing mem­ber is un­af­fected by this pro­vi­sion.

⁴ The claims of de­part­ing mem­bers or their heirs pre­scribe three years after the time at which the set­tle­ment be­comes pay­able by the co­oper­at­ive.

¹ Where the art­icles of as­so­ci­ation make no pro­vi­sion for a set­tle­ment en­ti­tle­ment, de­part­ing mem­bers or their heirs have no such en­ti­tle­ment.

² Where the co­oper­at­ive is dis­solved with­in one year of the mem­ber’s de­par­ture or death and the as­sets are dis­trib­uted, the de­par­ted mem­ber or their heirs have the same en­ti­tle­ment as the mem­bers present on dis­sol­u­tion.

The mem­bers are ob­liged to safe­guard the in­terests of the co­oper­at­ive loy­ally and in good faith.

¹ The art­icles of as­so­ci­ation define the ob­lig­at­ory con­tri­bu­tions.

² Where the mem­bers are ob­liged to pay in con­tri­bu­tions on share cer­ti­fic­ates or to make oth­er con­tri­bu­tions, the co­oper­at­ive must call them in by re­gistered let­ter with an ap­pro­pri­ate time lim­it for per­form­ance.

³ Where no pay­ment is forth­com­ing on first re­quest and the mem­ber fails to com­ply with­in one month of a second call for pay­ment, the mem­ber may be de­clared to have for­feited their rights as mem­ber of the co­oper­at­ive, provid­ing they were pre­vi­ously warned of this con­sequence by re­gistered let­ter.

⁴ Un­less the art­icles of as­so­ci­ation provide oth­er­wise, the de­clar­a­tion of for­feit­ure does not re­lease the mem­ber from ob­lig­a­tions already due or fall­ing due by vir­tue of their ex­clu­sion.

The co­oper­at­ive is li­able with its as­sets for its ob­lig­a­tions. It is li­able ex­clus­ively, un­less the art­icles of as­so­ci­ation provide oth­er­wise.

¹ Ex­cept in the case of li­censed in­sur­ance co­oper­at­ives, the art­icles of as­so­ci­ation may provide that, after the co­oper­at­ive’s as­sets, the mem­bers have un­lim­ited per­son­al li­ab­il­ity.

² Where this is the case and cred­it­ors suf­fer losses on the in­solv­ency of the co­oper­at­ive, the mem­bers are jointly and sev­er­ally li­able with their en­tire as­sets for all ob­lig­a­tions of the co­oper­at­ive. Claims in re­spect of this li­ab­il­ity are brought by the in­solv­ency ad­min­is­trat­ors un­til the in­solv­ency pro­ceed­ings are com­plete.

¹ Ex­cept in the case of li­censed in­sur­ance co­oper­at­ives, the art­icles of as­so­ci­ation may provide that, after the co­oper­at­ive’s as­sets, the mem­bers have lim­ited per­son­al li­ab­il­ity for the co­oper­at­ive’s ob­lig­a­tions above and bey­ond their mem­ber­ship con­tri­bu­tions and the value of their co­oper­at­ive shares, al­though only up to a spe­cified amount.

² Where shares are held in the co­oper­at­ive, the amount for which the in­di­vidu­al mem­bers are li­able is de­term­ined by the value of their share.

³ Claims in re­spect of this li­ab­il­ity are brought by the in­solv­ency ad­min­is­trat­ors un­til the in­solv­ency pro­ceed­ings are com­plete.

¹ In­stead of or in ad­di­tion to such li­ab­il­ity, the art­icles of as­so­ci­ation may re­quire the mem­bers to make ad­di­tion­al con­tri­bu­tions, which may be used only to cov­er net losses for the year.

² The li­ab­il­ity to make ad­di­tion­al con­tri­bu­tions may be un­lim­ited or else lim­ited to spe­cified amounts or to a spe­cified pro­por­tion of the mem­ber’s con­tri­bu­tion or share in the co­oper­at­ive.

³ Where the art­icles of as­so­ci­ation make no pro­vi­sion on how ad­di­tion­al con­tri­bu­tions are to be shared among the mem­bers, the amount due from each is de­term­ined ac­cord­ing to the value of their shares in the co­oper­at­ive or, where no such shares ex­ist, on a per cap­ita basis.

⁴ The ad­di­tion­al con­tri­bu­tions may be called in at any time. If the co­oper­at­ive is in­solv­ent, the right to call in ad­di­tion­al con­tri­bu­tions ac­crues to the in­solv­ency ad­min­is­trat­ors.

⁵ In oth­er re­spects the pro­vi­sions gov­ern­ing the call­ing-in of con­tri­bu­tions and de­clar­a­tion of for­feit­ure are ap­plic­able.

Any pro­vi­sions made in the art­icles of as­so­ci­ation which lim­it li­ab­il­ity to a spe­cif­ic time or to par­tic­u­lar ob­lig­a­tions or groups of mem­bers are void.

¹ In the event of the in­solv­ency of a co­oper­at­ive in which the mem­bers are per­son­ally li­able or li­able to make ad­di­tion­al con­tri­bu­tions, at the same time as they draw up the sched­ule of claims the in­solv­ency ad­min­is­trat­ors must de­term­ine and call in the pro­vi­sion­al per­son­al li­ab­il­ity of each in­di­vidu­al mem­ber or the ad­di­tion­al con­tri­bu­tions they must make.

² Ir­re­cov­er­able amounts must be spread equally among the oth­er mem­bers, and sur­pluses re­paid once the fi­nal dis­tri­bu­tion plan has been for­mu­lated. The mem­bers’ right of re­course against each oth­er is re­served.

³ The pro­vi­sion­al de­term­in­a­tion of mem­bers’ ob­lig­a­tions and the dis­tri­bu­tion plan are sub­ject to chal­lenge by ap­peal on pro­ced­ur­al grounds pur­su­ant to the Debt En­force­ment and Bank­ruptcy Act of 11 April 1889⁷¹⁹.

⁴ The pro­ced­ure is de­term­ined by Fed­er­al Coun­cil or­din­ance.⁷²⁰

¹ The pro­vi­sions gov­ern­ing the per­son­al li­ab­il­ity or li­ab­il­ity to make ad­di­tion­al con­tri­bu­tions of the mem­bers and the re­duc­tion or can­cel­la­tion of share cer­ti­fic­ates may be amended only by amend­ing the art­icles of as­so­ci­ation.

² Fur­ther­more, the pro­vi­sions gov­ern­ing re­duc­tions of cap­it­al by com­pan­ies lim­ited by shares ap­ply to any re­duc­tion or can­cel­la­tion of share cer­ti­fic­ates.⁷²¹

³ Any re­duc­tion of a mem­ber’s per­son­al li­ab­il­ity or li­ab­il­ity to make ad­di­tion­al con­tri­bu­tions shall have no ef­fect on ob­lig­a­tions that arose pri­or to pub­lic­a­tion of the amend­ment to the art­icles of as­so­ci­ation.

⁴ Where a mem­ber’s per­son­al li­ab­il­ity or li­ab­il­ity to make ad­di­tion­al con­tri­bu­tions is es­tab­lished or in­creased, on entry of the res­ol­u­tion in the com­mer­cial re­gister it works in fa­vour of all cred­it­ors of the co­oper­at­ive.

¹ A per­son join­ing a co­oper­at­ive in which the mem­bers are per­son­ally li­able or li­able to make ad­di­tion­al con­tri­bu­tions has the same li­ab­il­ity as the oth­er mem­bers for the co­oper­at­ive’s ob­lig­a­tions, in­clud­ing those that arose be­fore the new mem­ber joined.

² Any con­trary pro­vi­sion made in the art­icles of as­so­ci­ation or by agree­ment between the mem­bers has no ef­fect against third parties.

¹ Where a mem­ber with lim­ited or un­lim­ited li­ab­il­ity leaves the co­oper­at­ive as a res­ult of death or for some oth­er reas­on, that mem­ber re­mains li­able for the ob­lig­a­tions arising pri­or to de­par­ture if the co­oper­at­ive be­comes in­solv­ent with­in one year or any longer peri­od stip­u­lated in the art­icles of as­so­ci­ation of the date on which the de­par­ture was entered in the com­mer­cial re­gister.

² Any li­ab­il­ity to make ad­di­tion­al con­tri­bu­tions re­mains ef­fect­ive on the same con­di­tions and sub­ject to the same time lim­its.

³ Where a co­oper­at­ive is dis­solved, the mem­bers like­wise re­main li­able or ob­liged to make ad­di­tion­al con­tri­bu­tions if in­solv­ency pro­ceed­ings are com­menced in re­spect of the co­oper­at­ive with­in one year or any longer peri­od stip­u­lated in the art­icles of as­so­ci­ation of the date on which such dis­sol­u­tion was entered in the com­mer­cial re­gister.

¹ Where the mem­bers have lim­ited or un­lim­ited li­ab­il­ity for the co­oper­at­ive’s debts or are li­able to make ad­di­tion­al con­tri­bu­tions, the board must no­ti­fy every ac­ces­sion or de­par­ture of a mem­ber for entry in the com­mer­cial re­gister with­in three months.

² Fur­ther, every de­part­ing or ex­cluded mem­ber and the heirs of a mem­ber have the right to have the mem­ber’s de­par­ture, ex­clu­sion or death entered in the re­gister on their ini­ti­at­ive. The com­mer­cial re­gister of­fice must im­me­di­ately no­ti­fy the co­oper­at­ive’s board of any such no­ti­fic­a­tion.

³ Li­censed in­sur­ance co­oper­at­ives are ex­empt from the duty to no­ti­fy their mem­bers for entry in the com­mer­cial re­gister.

¹ Cred­it­ors’ claims in re­spect of the per­son­al li­ab­il­ity of in­di­vidu­al mem­bers may be brought by any cred­it­or at any time up to one year after com­ple­tion of in­solv­ency pro­ceed­ings, un­less the law provides for their ex­tinc­tion at an earli­er junc­ture.

² The mem­bers’ right of re­course against each oth­er like­wise pre­scribes three years after the date of the pay­ment to which the claim relates.⁷²²

¹ The su­preme gov­ern­ing body of a co­oper­at­ive is the gen­er­al as­sembly of mem­bers.

² It has the fol­low­ing in­ali­en­able powers:

1.

to de­term­ine and amend the art­icles of as­so­ci­ation;

2.⁷²³

to elect the board and the ex­tern­al aud­it­or;

2^bis.⁷²⁴

to ap­prove the an­nu­al ac­counts and if ap­plic­able to pass res­ol­u­tions on the al­loc­a­tion of the bal­ance sheet profit;

3.⁷²⁵

to ap­prove the man­age­ment re­port and the con­sol­id­ated ac­counts;

3^bis.⁷²⁶

to pass res­ol­u­tions on re­pay­ing cap­it­al re­serves;

4.

to dis­charge the board;

5.

to make res­ol­u­tions con­cern­ing the mat­ters re­served to the gen­er­al as­sembly of mem­bers by law or the art­icles of as­so­ci­ation.

In the case of co­oper­at­ives with more than 300 mem­bers or in which the ma­jor­ity of mem­bers are them­selves co­oper­at­ives, the art­icles of as­so­ci­ation may stip­u­late that all or some of the powers of the gen­er­al as­sembly of mem­bers be ex­er­cised by bal­lot.

¹ The gen­er­al as­sembly of mem­bers shall be con­vened by the board or any oth­er gov­ern­ing body on which the art­icles of as­so­ci­ation con­fer such au­thor­ity, and where ne­ces­sary by the ex­tern­al aud­it­or.⁷²⁷ The li­quid­at­ors and the rep­res­ent­at­ives of bond cred­it­ors also have the right to con­vene a gen­er­al as­sembly.

² The gen­er­al as­sembly of mem­bers must be con­vened at the re­quest of at least one-tenth of the mem­bers or, in the case of co­oper­at­ives with few­er than 30 mem­bers, at least three mem­bers.

³ Where the board fails to grant such a re­quest with­in a reas­on­able peri­od, on ap­plic­a­tion the court must or­der that a gen­er­al as­sembly be con­vened.

¹ The gen­er­al as­sembly of mem­bers must be con­vened in the form pre­scribed by the art­icles of as­so­ci­ation but in any event no later than five days be­fore the date for which it is sched­uled.

² In the case of co­oper­at­ives with more than 30 mem­bers, con­voc­a­tion is ef­fect­ive as soon as it is pub­licly an­nounced.

¹ The no­tice con­ven­ing the meet­ing must in­clude the agenda items to be dis­cussed and the es­sen­tial con­tent of any pro­posed amend­ments to the art­icles of as­so­ci­ation.

² No res­ol­u­tions may be made on mo­tions re­lat­ing to agenda items that were not duly no­ti­fied, ex­cept by means of a mo­tion to con­vene a fur­ther gen­er­al as­sembly.

³ No ad­vance no­tice is re­quired to pro­pose mo­tions on duly no­ti­fied agenda items and to de­bate items without passing res­ol­u­tions.

Where all the co­oper­at­ive’s mem­bers are present, they may, if no ob­jec­tion is raised, pass res­ol­u­tions without need­ing to com­ply with the form­al con­voc­a­tion re­quire­ments.

Every mem­ber has one vote at the gen­er­al as­sembly of mem­bers or in the bal­lot.

¹ A mem­ber may ex­er­cise their right to vote at the gen­er­al as­sembly of mem­bers by ap­point­ing an­oth­er mem­ber to act as their rep­res­ent­at­ive, but no rep­res­ent­at­ive may rep­res­ent more than one mem­ber.

² In the case of co­oper­at­ives with more than 1,000 mem­bers, the art­icles of as­so­ci­ation may stip­u­late that each mem­ber may rep­res­ent more than one oth­er mem­ber but nev­er more than nine.

³ The art­icles of as­so­ci­ation re­serve the right to per­mit rep­res­ent­a­tion of mem­bers by re­l­at­ives with ca­pa­city to act.

¹ In the case of res­ol­u­tions con­cern­ing the dis­charge of the board, per­sons who have par­ti­cip­ated in any man­ner in the man­age­ment of the co­oper­at­ive’s busi­ness have no right to vote.

² ...⁷²⁸

¹ Un­less oth­er­wise provided for by law or the art­icles of as­so­ci­ation, the gen­er­al as­sembly of mem­bers shall pass res­ol­u­tions and de­cide elec­tions by an ab­so­lute ma­jor­ity of the votes cast. The same ap­plies to res­ol­u­tions and elec­tions by bal­lot.

² The dis­sol­u­tion of the co­oper­at­ive and any amend­ment to the art­icles of as­so­ci­ation re­quire a ma­jor­ity of two-thirds of the votes cast. The art­icles of as­so­ci­ation may stip­u­late more re­strict­ive con­di­tions for such res­ol­u­tions.⁷²⁹

¹ Res­ol­u­tions to in­tro­duce or in­crease the mem­bers’ per­son­al li­ab­il­ity or their li­ab­il­ity to make ad­di­tion­al con­tri­bu­tions re­quire the con­sent of three-quar­ters of all mem­bers.

² Mem­bers who did not vote in fa­vour are not bound by such res­ol­u­tions provid­ing they give no­tice of their de­par­ture from the co­oper­at­ive with­in three months of the pub­lic­a­tion of the res­ol­u­tion in ques­tion. Such de­par­ture takes ef­fect as of the date on which the res­ol­u­tion comes in­to force.

³ In such cases, de­par­ture may not be made con­di­tion­al on pay­ment of a sev­er­ance pen­alty.

¹ The gen­er­al as­sembly of mem­bers is en­titled to dis­miss the mem­bers of the board and the ex­tern­al aud­it­or and any re­gistered at­tor­neys or com­mer­cial agents ap­poin­ted by them.⁷³¹

² On ap­plic­a­tion by at least one-tenth of the mem­bers, the court may or­der such dis­missals where good cause ex­ists and, in par­tic­u­lar, where the per­sons in ques­tion neg­lected their du­ties or were un­able to ful­fil them. In such cases the court must, where ne­ces­sary, or­der that fresh elec­tions be held by the com­pet­ent body of the co­oper­at­ive and take ap­pro­pri­ate meas­ures for the in­ter­im.

³ The claims for com­pens­a­tion of per­sons thus dis­missed are re­served.

¹ The board or any mem­ber may chal­lenge res­ol­u­tions made by the gen­er­al as­sembly of mem­bers or by bal­lot which vi­ol­ate the law or the art­icles of as­so­ci­ation by bring­ing ac­tion against the co­oper­at­ive be­fore the court. Where the board is the claimant, the court shall ap­point a rep­res­ent­at­ive for the co­oper­at­ive.

² The right of chal­lenge lapses where the ac­tion is not brought with­in two months of the ad­op­tion of the res­ol­u­tion.

³ A court judg­ment that an­nuls a res­ol­u­tion is ef­fect­ive for and against all the mem­bers.

¹ Co­oper­at­ives with more than 300 mem­bers or in which the ma­jor­ity of the mem­bers are co­oper­at­ives may del­eg­ate all or some of the powers of the gen­er­al as­sembly of mem­bers to an as­sembly of del­eg­ates by means of the art­icles of as­so­ci­ation.

² Rules gov­ern­ing the com­pos­i­tion, elec­tion and con­voc­a­tion of the as­sembly of del­eg­ates are laid down in the art­icles of as­so­ci­ation.

³ Every del­eg­ate has one vote in the as­sembly of del­eg­ates, un­less dif­fer­ent pro­vi­sion for right to vote is made in the art­icles of as­so­ci­ation.

⁴ In oth­er re­spects the stat­utory pro­vi­sions gov­ern­ing the gen­er­al as­sembly of mem­bers ap­ply to the as­sembly of del­eg­ates.

¹ Li­censed in­sur­ance co­oper­at­ives with more than 1,000 mem­bers may del­eg­ate all or some of the powers of the gen­er­al as­sembly of mem­bers to the board by means of the art­icles of as­so­ci­ation.

² The powers of the gen­er­al as­sembly of mem­bers to in­tro­duce or in­crease the mem­bers’ li­ab­il­ity to make ad­di­tion­al con­tri­bu­tions and to dis­solve, merge, split and modi­fy the leg­al form of the co­oper­at­ive are not trans­fer­able.⁷³²

The rules of the law on com­pan­ies lim­ited by shares on the ven­ue and us­ing elec­tron­ic means when pre­par­ing for and con­duct­ing the gen­er­al as­sembly ap­ply mu­tatis mutandis.

¹ The board of the co­oper­at­ive shall com­prise at least three per­sons; a ma­jor­ity of them must be mem­bers.

² Where a leg­al en­tity or com­mer­cial com­pany holds a par­ti­cip­a­tion in the co­oper­at­ive, it shall not be eli­gible as such to serve as a mem­ber of the board; however, its rep­res­ent­at­ive may be elec­ted in its stead.

¹ The mem­bers of the board shall be elec­ted for a max­im­um term of of­fice of four years, but may be re-elec­ted un­less the art­icles of as­so­ci­ation provide oth­er­wise.

² The pro­vi­sions gov­ern­ing com­pan­ies lim­ited by shares ap­ply to terms of of­fice of mem­bers of the board of li­censed in­sur­ance co­oper­at­ives.

The art­icles of as­so­ci­ation may del­eg­ate some of the du­ties and powers of the board to one or more com­mit­tees elec­ted by the board.

¹ The art­icles of as­so­ci­ation may au­thor­ise the gen­er­al as­sembly of mem­bers or the board to del­eg­ate re­spons­ib­il­ity for man­aging the co­oper­at­ive’s busi­ness or parts there­of and for rep­res­ent­ing the co­oper­at­ive to one or more per­sons, busi­ness man­agers or ex­ec­ut­ive of­ficers, who need not be mem­bers of the co­oper­at­ive.

² A co­oper­at­ive must be able to be rep­res­en­ted by a per­son who is res­id­ent in Switzer­land. This per­son must be a dir­ect­or, a busi­ness man­ager or an ex­ec­ut­ive of­ficer. This per­son must have ac­cess to the re­gister un­der Art­icle 837.⁷³⁶

¹ The per­sons with au­thor­ity to rep­res­ent the co­oper­at­ive may carry out in its name any trans­ac­tions con­du­cive to the achieve­ment of the co­oper­at­ive’s ob­jects.

² Any re­stric­tion of such au­thor­ity shall have no ef­fect in re­la­tion to bona fide third parties, sub­ject to any pro­vi­sions entered in the com­mer­cial re­gister that gov­ern ex­clus­ive rep­res­ent­a­tion of the prin­cip­al place of busi­ness or a branch of­fice or joint man­age­ment of the co­oper­at­ive.

³ The co­oper­at­ive is li­able for any loss or dam­age res­ult­ing from un­au­thor­ised acts car­ried out in the ex­er­cise of his func­tion by a per­son au­thor­ised to man­age the co­oper­at­ive’s busi­ness or to rep­res­ent it.

If the co­oper­at­ive is rep­res­en­ted in the con­clu­sion of a con­tract by the same per­son with whom it is con­clud­ing the con­tract, the con­tract must be done in writ­ing. This re­quire­ment does not ap­ply to con­tracts re­lat­ing to every­day busi­ness where the value of the co­oper­at­ive's goods or ser­vices does not ex­ceed 1,000 francs.

The per­sons with au­thor­ity to rep­res­ent the co­oper­at­ive must sign by ap­pend­ing their sig­na­ture to the co­oper­at­ive’s busi­ness name.

¹ The board must con­duct the busi­ness of the co­oper­at­ive with all di­li­gence and em­ploy its best en­deav­ours to fur­ther the co­oper­at­ive’s cause.

² In par­tic­u­lar, it has a duty:

1.

to pre­pare the busi­ness of the gen­er­al as­sembly of mem­bers and im­ple­ment its res­ol­u­tions;

2.

to 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 it­self reg­u­larly in­formed of the co­oper­at­ive’s busi­ness per­form­ance.

³ The board is re­spons­ible for en­sur­ing that:

1.

the minutes of its meet­ings, the minutes of the gen­er­al as­sembly, the ne­ces­sary ac­count­ing re­cords and the mem­ber­ship list are kept prop­erly;

2.

the an­nu­al re­port is drawn up and sub­mit­ted to the ex­tern­al aud­it­or for ex­am­in­a­tion in ac­cord­ance with the stat­utory pro­vi­sions; and

3.

the pre­scribed no­ti­fic­a­tions con­cern­ing ac­ces­sions and de­par­tures of mem­bers are made to the com­mer­cial re­gister of­fice.⁷⁴⁰

The rules of the law on com­pan­ies lim­ited by shares ap­ply mu­tatis mutandis to the re­pay­ment of con­tri­bu­tions.

¹ The pro­vi­sions of the law on com­pan­ies lim­ited by shares on im­min­ent in­solv­ency, over­indebted­ness and the re­valu­ation of im­mov­able prop­erty and par­ti­cip­a­tions ap­ply mu­tatis mutandis.

² In the case of co­oper­at­ives with share cer­ti­fic­ates, the pro­vi­sions of the law on com­pan­ies lim­ited by shares on loss of cap­it­al also ap­ply mu­tatis mutandis.

¹ In the event that the co­oper­at­ive be­comes in­solv­ent, the board is ob­liged to re­im­burse the co­oper­at­ive's cred­it­ors for all pay­ments re­ceived in the three years pri­or to the on­set of in­solv­ency in the form of shares in the profit or un­der any oth­er des­ig­na­tion to the ex­tent such pay­ments ex­ceed ad­equate re­mu­ner­a­tion for the con­sid­er­a­tion rendered and should not have been made un­der a prudent ac­count­ing re­gime.

² Such re­im­burse­ment shall be ex­cluded to the ex­tent that no claim for it ex­ists un­der the pro­vi­sions gov­ern­ing un­just en­rich­ment.

³ The court shall de­cide at its dis­cre­tion, tak­ing due ac­count of all the cir­cum­stances.

¹ The board may at any time dis­miss the com­mit­tees, busi­ness man­agers, ex­ec­ut­ive of­ficers and oth­er re­gistered at­tor­neys and com­mer­cial agents that it has ap­poin­ted.

² The re­gistered at­tor­neys and com­mer­cial agents ap­poin­ted by the gen­er­al as­sembly of mem­bers may be sus­pen­ded from their du­ties at any time by the board, provid­ing a gen­er­al meet­ing is con­vened im­me­di­ately.

³ Claims for com­pens­a­tion made by per­sons dis­missed or sus­pen­ded are re­served.

¹ The ex­tern­al aud­it­or is gov­erned mu­tatis mutandis by the pro­vi­sions on com­pan­ies lim­ited by shares.

² An or­din­ary audit of the an­nu­al ac­counts may be re­ques­ted by:

1.

10 per cent of the mem­bers;

2.

mem­bers who to­geth­er rep­res­ent at least 10 per cent of the nom­in­al cap­it­al;

3.

mem­bers who per­son­ally li­able or un­der an ob­lig­a­tion to make ad­di­tion­al cap­it­al con­tri­bu­tions.

¹ In the case of co­oper­at­ives in which the mem­bers are per­son­ally li­able or li­able to make ad­di­tion­al cap­it­al con­tri­bu­tions, the ex­tern­al aud­it­or must veri­fy that the mem­ber­ship list⁷⁴⁵ has been kept cor­rectly. If the co­oper­at­ive has no ex­tern­al aud­it­or, the board must ar­range for the mem­ber­ship list⁷⁴⁶ to be veri­fied by a li­censed aud­it­or.

In the case of de­fects in the or­gan­isa­tion of a co­oper­at­ive, the cor­res­pond­ing pro­vi­sions on com­pan­ies lim­ited by shares ap­ply.

The co­oper­at­ive shall be dis­solved:

1.

in ac­cord­ance with the art­icles of as­so­ci­ation;

2.

by res­ol­u­tion of the gen­er­al as­sembly of mem­bers;

3.

by the com­mence­ment of in­solv­ency pro­ceed­ings;

4.

in the oth­er cases provided for by law.

¹ The dis­sol­u­tion of a co­oper­at­ive must be entered in the com­mer­cial re­gister.

² No­tice of dis­sol­u­tion by court judg­ment must be giv­en by the court to the com­mer­cial re­gister of­fice im­me­di­ately.

³ No­tice of dis­sol­u­tion on oth­er grounds must be giv­en by the co­oper­at­ive to the com­mer­cial re­gister of­fice.

¹ The co­oper­at­ive shall be li­quid­ated in ac­cord­ance with the pro­vi­sions gov­ern­ing com­pan­ies lim­ited by shares, sub­ject to the fol­low­ing pro­vi­sions.

² The as­sets of the dis­solved co­oper­at­ive re­main­ing after pay­ment of all its debts and re­pay­ment of any shares may be dis­trib­uted among the mem­bers only where the art­icles of as­so­ci­ation provide for such dis­tri­bu­tion.

³ Un­less the art­icles of as­so­ci­ation provide oth­er­wise, in this case the as­sets are dis­trib­uted among the mem­bers as at the time of dis­sol­u­tion or their leg­al suc­cessors on a per cap­ita basis. The stat­utory en­ti­tle­ment of de­par­ted mem­bers or their heirs to a fin­an­cial set­tle­ment is re­served.

⁴ Where the art­icles of as­so­ci­ation make no pro­vi­sion for such dis­tri­bu­tion among the mem­bers, the li­quid­a­tion sur­plus must be used for the co­oper­at­ive’s pur­pose or to pro­mote char­it­able causes.

⁵ Un­less the art­icles of as­so­ci­ation provide oth­er­wise, the gen­er­al as­sembly of mem­bers shall de­cide on this mat­ter.

¹ Where the as­sets of a co­oper­at­ive are taken over by the Con­fed­er­a­tion, by a can­ton or, un­der guar­an­tee from the can­ton, by a dis­trict or com­mune, with the con­sent of the gen­er­al as­sembly of mem­bers it may be agreed that no li­quid­a­tion will take place.

² The res­ol­u­tion of the gen­er­al as­sembly of mem­bers must be made in ac­cord­ance with the pro­vi­sions gov­ern­ing dis­sol­u­tion and no­tice there­of giv­en to the com­mer­cial re­gister of­fice.

³ On entry of such res­ol­u­tion in the com­mer­cial re­gister, the trans­fer of the co­oper­at­ive’s as­sets and debts is com­plete and the co­oper­at­ive's name must be de­leted.

All per­sons en­gaged in the ad­min­is­tra­tion, busi­ness man­age­ment or audit­ing or li­quid­a­tion of the co­oper­at­ive are li­able to the co­oper­at­ive for the losses arising from any wil­ful or neg­li­gent breach of their du­ties.

¹ Any dir­ect­or or li­quid­at­or who wil­fully or neg­li­gently breaches their stat­utory du­ties with re­gard to the over­indebted­ness of the co­oper­at­ive is li­able to the co­oper­at­ive, the in­di­vidu­al mem­bers and the cred­it­ors for the losses arising.

² Claims for com­pens­a­tion for losses suffered by the mem­bers and the cred­it­ors only in­dir­ectly through harm done to the co­oper­at­ive must be brought in ac­cord­ance with the pro­vi­sions gov­ern­ing com­pan­ies lim­ited by shares.

¹ Where two or more per­sons are re­spons­ible for the same loss, they are jointly and sev­er­ally li­able.

² The right of re­course among sev­er­al de­fend­ants shall be de­term­ined by the court with due re­gard to the de­gree of fault.

¹ A claim for dam­ages against any per­son held li­able un­der the above pro­vi­sions pre­scribes three years after the date on which the per­son suf­fer­ing dam­age learned of the dam­age and of the per­son li­able for it but in any event ten years after the date on which the harm­ful con­duct took place or ceased.⁷⁵³

² If the per­son li­able has com­mit­ted a crim­in­al of­fence through his or her harm­ful con­duct, then the right to dam­ages or sat­is­fac­tion pre­scribes at the earli­est when the right to pro­sec­ute the of­fence be­comes time-barred. If the right to pro­sec­ute is no longer li­able to be­come time-barred be­cause a first in­stance crim­in­al judg­ment has been is­sued, the right to claim dam­ages or sat­is­fac­tion pre­scribes at the earli­est three years after no­tice of the judg­ment is giv­en.

In the case of cred­it co­oper­at­ives and li­censed in­sur­ance co­oper­at­ives, li­ab­il­ity shall be de­term­ined ac­cord­ing to the pro­vi­sions gov­ern­ing com­pan­ies lim­ited by shares.