Federal Act
on the Amendment of the Swiss Civil Code
(Part Five: The Code of Obligations)

¹ Res­ol­u­tions of the board of dir­ect­ors are passed by a ma­jor­ity of the votes cast. The chair­man has a cast­ing vote, un­less the art­icles of as­so­ci­ation provide oth­er­wise.

² The board of dir­ect­ors may pass its res­ol­u­tions:

1.

at a meet­ing that has a phys­ic­al ven­ue;

2.

by us­ing elec­tron­ic means, applying Articles701c–701emutatis mutandis;

3.

in writ­ing on pa­per or elec­tron­ic­ally, un­less a mem­ber re­quests that it be de­bated or­ally. If the resolution is passed electronically, no signature is required, unless the board of directors specify a different requirement in writing.⁵⁷³

³ Minutes shall be kept of the board’s dis­cus­sions and res­ol­u­tions; these shall be signed by the chair and by the minute-taker.⁵⁷⁴