(Entry into force from 1 January 2023)
I. Name, Seat, Purpose, Means and Resources
Article 1 Name and Duration
- An association within the meaning of Articles 60 et seq. of the Swiss Civil Code (“SCC”) is hereby created under the name “SAFNA Youth Forum” (hereafter, the “SYF”).
- The SYF is created for an indefinite period of time.
Article 2 Seat
The SYF’s seat is in Lausanne, Vaud, Switzerland.
Article 3 Purpose
- The SYF is created to establish an opinion forum for young generation, especially Bachelor and Master students at the University or any other educational institution.
- It aims at providing for young generation a place where they can share their opinions and ideas in public freely and easily.
- In particular, the SYF will provide for our members the following opportunities:
- To develop the understanding of international law, international relations and any other field which is relevant to nuclear disarmament and arms control;
- To publish their own opinions and ideas in the SYF Blog;
- To attend to international conference in the field of nuclear disarmament, arms control or any other field related to international law and international relations;
- To launch a project by Bachelor and Master students on the basis of their initiative; and
- To exchange opinions with professionals in the field of international law, international relations and any other fields related to nuclear disarmament and arms control.
- The SYF pursues to become an educational institution in order to make a bridge between public authorities, international organisations, civil society and any other entities in the field of nuclear disarmament and arms control.
Article 4 Means
The SYF may undertake the following:
- Furthering cooperation between academic researchers, young professionals and students in the field of nuclear disarmaments;
- Holding of conferences and workshops;
- Publishing blog posts in the SYF Blog;
- Other research activities in line with the purpose laid out in Article 3.
Article 5 Resources
- Resources of the SYF may come from donations, legacies, sponsorship, partnerships, public subsidies, membership fees, revenues generated by the SYF’s assets, as well as any other resources authorised by the law.
- All resources of the SYF shall be used exclusively for its activities.
Article 6 Members
- Members of the SYF (the “Members”) shall consist of individuals or institutions who have an interest in the purpose and the activities of the SYF.
- There are the following categories of SYF Members:
- Executive Board Members;
- Staff Members; and
- Advisory Committee Members; and
- Ordinary Members.
- The SYF Founder can act as a Chair of the SFY if the Executive Board Members are not selected. If the Executive Board mandates to Founder to act as Chair of the SYF, the Founder can do so.
- Chair acts a representative of the SYF. If Chair cannot conduct his or her work, Vice-Chair can replace him or her role.
- Executive Board Members are composed of five members elected by the General Meeting. Among the Executive Board Members, Chair and Vice-Chair of the SYF should be selected. If necessary, the Founder can act for the Chair for a reasonable period of time.
- Staff Members are based on their own voluntary initiative to engage in the SYF activity. They sign a voluntary contract with the SYF to become a Staff Member.
- Advisory Committee Members should be a PhD holder, a PhD Candidate and young professionals in the field of nuclear disarmament and arms control.
- Ordinary Members are not held responsible for our activity. They must avoid committing unrespectful and harmful conducts against other members in the SYF activity. If so, the Executive Board exercise their right to expel such a member from its list.
Article 7 Beginning of Membership
- Members may join the SYF by submitting a written application (e.g., by written paper or by email) to the Executive Board.
- The Executive Board shall review applications and decide if the applicants become the Members. When it accepted, they notify them by written paper or by email .
Article 8 End of Membership
- Membership ceases in the following cases:
- Upon the resignation of the Member addressed to the Board at least 6 months before the end of the calendar year (Article 70(2) SCC);
- Upon death of the Member if such Member is an individual and not the representative of an institution (Article 70(3) SCC); or
- By exclusion decided by the General Meeting for the following reasons:
- Acts that are detrimental to the image of the SYF;
- Violations of the SYF Statutes or any other regulations and guidelines established by the SYF;
- Any other justified reasons.
- A resigning or expelled Member has no right to the SYF’s assets.
- The Members submit their request for the resignation by written paper or email. Other electronic device, such as Discord and WhatsApp, are not accepted.
Article 9 Membership Fees
No membership fee is required for the Members. This provision can be modified by the decision of the General Meeting.
III. Organisation and Governance
Article 10 Bodies of the SYF
The bodies of the SYF are:
- The General Meeting;
- The Executive Board; and
- The Advisory Committee.
IV. The General Meeting
Article 11 Principles
- The General Meeting is the supreme authority of the SYF within the meaning of article 64 et seq. CC.
- It is composed of all the Members belonging to the SYF under Article 6.
Article 12 Powers
- The General Meeting delegates to the Executive Board the power to administer and represent the SYF.
- The General Meeting remains with the following inalienable powers:
- Adoption and amendment of the present Statutes;
- Nomination, surveillance and revocation of the External Auditors;
- Approval of annual reports and audited accounts;
- Admission and exclusion of Members;
- Nomination, surveillance, discharge and revocation of Executive Board Members;
- Decision on the dissolution or merger of the SYF; and
- Management of all matters that are not the responsibility of other bodies.
Article 13 Meetings
The meetings of the SYF’s General Meeting are the followings:
- Ordinary Meeting
- The Ordinary Meeting shall be held at least once a year, in person, online or hybrid (in person and online).
- Extraordinary Meeting
- Extraordinary Meeting may be called by the Executive Board or at the request of at least 20 percent of all Members, in accordance with Article 64(3) of the SCC.
- The Executive Board shall convene the meetings of the General Meeting with a one month notice.
- The agenda of the meetings must be sent with the invitations.
- The invitations may be sent by e-mail or any other communication tools.
- The General Meeting is validly instituted if its meeting is duly summoned regardless of the number of Members present.
- The Chair and, in his/her absence, the Vice-Chair (as defined in Article 18 below), shall chair the Meetings of the General Meeting.
- If both are absence, one of the Executive Board Members shall chair the Meetings of the General Meeting.
- Time Zone
- The Meeting takes place at the Time Zone in Switzerland (Central European Time Zone, UTC).
Article 14 Voting Rights
- Each Member shall have an equal voting right at the General Meeting.
- Members may vote in person and online.
- Members can mandate his and her voting rights if they are absence.
- Discussion, voting, and election procedures are ensured according to the type of the meeting. Upon request of a least 1/5 (one-fifth) of the Members, voting may take place by secret ballot.
- All decisions shall require a simple majority of all votes expressed (including votes by proxy), insofar as the present Statutes do not provide for a different majority.
- Proposals to which all Members have adhered in writing are equivalent to decisions taken by the General Meeting, in accordance with Article 66(2) of the SCC.
Article 16 Conflict of Interest
In accordance with Article 68 of the SCC, a Member may not vote for decisions relating to a matter or a legal proceeding regarding the SYF where he or she, his or her spouse, parents or relatives in direct line are a party to the matter.
Article 17 Minutes
The meetings of the General Meeting and its decisions are recorded in the minutes.
V. The Executive Board
Article 18 Principles
- The Executive Board is the executive body of the SYF. It has the right and the duty to manage the affairs of the SYF and to represent it in accordance with the Statutes (Article 69 of the SCC).
- In particular, the Executive Board shall take all necessary measures to achieve the purposes of the SYF, ensure the correct application of the present Statutes and any other internal regulations, administer the property, assets and resources of the SYF, manage the accounts, engage and supervise the SYF Members, if necessary, and convene and organise the General Meeting.
Article 19 Appointment of the Executive Board Members
- The Executive Board Members are appointed by the General Meeting.
- If necessary, the Founder of the SYF can act as a Member of the Executive Board Members without decision by the General Meeting.
Article 20 Composition
- The Executive Board shall be composed of at least three and at most five members.
- The Executive Board designates among its members, a Chair, a Vice-Chair as well as any other function as it may deem necessary.
Article 21 Term
The Executive Board Members are appointed for a renewable three-years term.
Article 22 Removal and Resignation
- Executive Board Members may be removed by the General Meeting for just cause, in particular if the Executive Board Member has violated his/her obligations towards the SYF or if the Executive Board Member is not in a position to exercise his/her functions correctly.
- Executive Board Members may resign at any time by submitting a written declaration to the Chair, specifying when the resignation shall take effect.
- In the event of dismissal or resignation during the term of office, the Executive Board may appoint a replacement member by co-optation, until the next meeting of the General Meeting.
Article 23 Delegation and Representative
- The Executive Board is entitled to delegate certain of its tasks to one or more of the Executive Board Members, including to the Advisory Committee, to third parties, or to hired employees.
- The SYF is validly represented and bound by the collective signature of two Executive Board Members and/or any other officer or representative designated for this purpose by the Executive Board.
Article 24 Executive Board Meeting
- The Executive Board shall meet as often as required, but at least twice per year.
- Executive Board Members may validly participate in a meeting of the Executive Board by video or telephone conference or any other form of communications equipment.
- The Chair of the Executive Board shall convene Executive Board Meetings at least fifteen days in advance. The Chair may convene the Board with three days’ advance notice, where justified by urgent circumstances.
Article 25 Decision Making
- Each Executive Board Member shall have one vote.
- Decisions are taken by a simple majority of all votes expressed, as long as the present Statutes or other internal regulations of the SYF do not provide for a different majority. In case of a tie, the Chair shall have a casting vote.
- Decisions may also validly be taken by written resolution, including by email.
- Executive Board Meetings will be recorded in the minutes of the Executive Board.
VI. Advisory Committee
Article 26 Principles
- The Advisory Committee is an advisory organ for supporting the Executive Board.
- It reviews submissions to the SYF Blogs with constructive comments.
- If necessary, it can act as whistleblowing organ to observe the SYF activities.
Article 27 Appointment of the Advisory Committee Members
- The Advisory Committee Members are appointed by the Executive Board Members.
- They shall be a PhD Candidate, possess a PhD degree or have a professional experience in the field of international law, international relations and any other fields related to nuclear disarmament and arms control.
Article 30 Removal and Resignation
- The Executive Board can decide to remove the Advisory Board Members for just cause. If so, it must notify him or her for a reasonable period of time.
- The Advisory Board Members can resign whenever they want. If so, they must notify the Executive Board by written paper or email.
- The General Meeting can propose the removal of the Advisory Board Members. If the simple majority of Members agree, the Executive Board shall expel the member concerned from its list.
VII. Miscellaneous and Final Provisions
Article 32 Secretariat
The Executive Board may create a Secretary and/or appoint a Secretary General to manage the day-to-day affairs of the SYF.
Article 33 External Auditors
- To the extent required by Swiss law, the General Meeting shall appoint the independent External Auditor in charge of
- verifying the annual accounts of the SYF;
- submitting a detailed report to the General Meeting; and
- ensuring that the statutory rules of the SYF (Statutes and internal regulations) are respected.
- The SYF, which is not subject to the obligation to appoint an External Auditor, may nevertheless decide to appoint one (or more) External Auditor(s), who would prepare a report to the General Meeting’s attention.
Article 34 Bookkeeping
- The Executive Board must prepare for each financial year accounts as required by the applicable laws.
- The fiscal year begins on January 1st and ends on December 31st of each year.
Article 35 Liability
The SYF is solely liable for its debts and obligations, which are guaranteed by its assets, to the exclusion of all individual responsibility of its Members.
Article 36 Dissolution
- The SYF may only be dissolved by a two-third (2/3) majority vote of all Members.
- In such a case, the Executive Board shall proceed with the liquidation of the SYF.
- The assets of the SYF shall first serve to pay its creditors.
- Remaining assets will be entirely assigned to a non-profit entity, which pursues similar public interest purposes and which is tax exempted.
- In no event may the assets of the SYF be returned to its founding members or Members, nor should they use some or all of the assets for their own benefit in any way.
Article 37 Authentic instrument
The English version is an original instrument. Another language version shall not prevail over this original instrument.
Article 38 Official Language
The official language of the SYF is English. Other official languages in Switzerland (i.e., French, German and Italian) can be used in the SYF’s activities.