14 may 2020, text: Felix Mätzler, photo: iStock
Of the 100,000 or so associations in Switzerland, the vast majority hold an annual general meeting. Some associations stipulate in their articles of association that it must be held in the first half of the year. But this has simply not been possible this year due to the coronavirus and the associated ban on all events and association activities. What do we do now?
Large organisations, such as multinational companies and banks, have found solutions and already held their general meetings electronically or in writing. This is already provided for in their articles of association – or they have taken the Federal Government’s COVID-19 Ordinance 2 as an opportunity to introduce this solution, which makes this possible by way of exception.
But for smaller organisations, from family gardeners’ associations to boccia clubs, this procedure is usually too time-consuming, too complicated and too expensive. They now wonder whether they can cancel their general meeting this once or whether they will still have to hold it in the autumn.
Experts agree on one thing: There is no reason why the general meeting cannot be cancelled if everything is running smoothly at the association and the annual meeting would be held under normal circumstances. The association’s board must be aware, however, that it can only be discharged next year. Members could also challenge the complete cancellation in court. But if everything else is in order at the association, it is unlikely that anyone will insist on holding the meeting. «The situation is different if by-elections are due, if there are financial problems or if trouble is brewing among the members», warns Walter Wagner, lawyer and president of the Benevol St Gallen Foundation. «In such cases I would hold the general meeting at a later date.»
By autumn, it should be possible once again to hold meetings of a manageable size. There is also the option of holding the general meeting in writing. In principle, this should be provided for in the association’s articles of association. This year, however, the Federal Government’s special provisions (in German) enable all companies to vote in writing – subject to the deadline specified therein. A written general meeting is not that complicated and could also make sense in situations where there is no coronavirus but where the social aspect is only of minor importance and the meeting is a rather unspectacular routine affair with just a few people turning up. An amendment of the articles of association could be an agenda item for some associations – at the next general meeting.
Helvetia is supporting associations during the coronavirus crisis. They will not only find concrete tips, but also financial support with a contribution of up to CHF 3 000 if it can be proven that the coronavirus measures are causing them financial hardship. Interested associations can find all the information on our website.