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;

3.⁶⁷⁹

to ap­point and re­move the mem­bers of the ex­tern­al aud­it­or;

4.⁶⁸⁰

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.⁶⁸¹

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 …⁶⁸²

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;

2.⁶⁸³

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

2^bis.⁶⁸⁴

the ven­ue and the use of elec­tron­ic means;

3.

the busi­ness to be dis­cussed;

4.

mo­tions;

5.⁶⁸⁵

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.⁶⁸⁶

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.⁶⁸⁷ 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.⁶⁸⁸

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;

5.⁶⁸⁹

pre­par­ing the an­nu­al re­port;

6.

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

7.⁶⁹⁰

fil­ing an ap­plic­a­tion for a debt re­struc­tur­ing morator­i­um and no­ti­fy­ing 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.⁶⁹¹

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 …⁶⁹²

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.⁶⁹⁴

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.⁶⁹⁶

The art­icles of as­so­ci­ation must con­tain pro­vi­sions con­cern­ing:

1.⁶⁹⁷

the busi­ness name and seat of the co­oper­at­ive;

2.

the ob­jects of the co­oper­at­ive;

3. and 4.⁶⁹⁸ …

5.⁶⁹⁹

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;

3.⁷⁰⁰

…

4.

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

5.⁷⁰¹

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;

8.⁷⁰²

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.⁷⁰³

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 1908⁷⁰⁸ 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.⁷¹⁰

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.⁷¹¹

¹ The mem­bers may draw the at­ten­tion of the ex­tern­al aud­it­or to du­bi­ous pro­ced­ures and re­quest the ne­ces­sary in­form­a­tion.⁷¹²

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 ...⁷¹⁵

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 ...⁷¹⁶

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 1889⁷¹⁷.

⁴ The pro­ced­ure is de­term­ined by Fed­er­al Coun­cil or­din­ance.⁷¹⁸

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.⁷¹⁹

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.⁷²⁰

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;

2.⁷²¹

to elect the board and the ex­tern­al aud­it­or;

2^bis.⁷²²

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

3.⁷²³

to ap­prove the man­age­ment re­port and the con­sol­id­ated ac­counts;

3^bis.⁷²⁴

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.⁷²⁵ 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 ...⁷²⁶

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.⁷²⁷

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.⁷²⁹

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.⁷³⁰

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 837.⁷³⁴

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.⁷³⁸

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 list⁷⁴³ has been kept cor­rectly. If the co­oper­at­ive has no ex­tern­al aud­it­or, the board must ar­range for the mem­ber­ship list⁷⁴⁴ 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.⁷⁵¹

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.