Bylaws

Bylaws.pdf

 

Bylaws of the Executive M.B.L.-HSG Alumni Association

Name and headquarters

Art. 1      The Executive M.B.L.-HSG Alumni Association (the "Association") is an association in accordance with Art. 60 Swiss Civil Code (ZGB) with registered office in St. Gallen.

Purpose

Art. 2      The Association fosters contact among its members and with the Executive Master of European and International Business Law (the "Executive M.B.L-HSG") at the University of St. Gallen. It promotes and supports postgraduate studies and ensures the Executive M.B.L. program is connected with the field of practice over the long term.

Bodies

Art. 3      The Association’s bodies are composed of the General Assembly, the Executive Board and the Auditors.

General Assembly

Art. 4      The General Assembly, as the supreme corporate body of the Association, is convened by the President and shall take place every year. The notices of the General Assembly shall be made by the Executive Board by way of e-mail not less than 20 days prior to the date of the General Assembly.

Art. 5      The invitation shall state the day, time and place of the meeting, the agenda items as well as the motions of the Executive Board and of members, who have requested an item to be placed in the agenda. Such request must be made at least 30 days prior to the General Assembly in writing by stating the items of the agenda and the motions.

Art. 6      The General Assembly shall have the following inalienable powers:

1.    the adoption and the amending of the Bylaws (only by a 2/3 majority of the votes cast)  

2.   the election of the members of the Executive Board, the President and the auditors;

3.    the approval of the budget and financial statements;

4.    the discharge of the members of the Executive Board.

Art. 7      Unless otherwise required by mandatory provisions of the law or the bylaws, the General Assembly passes resolutions and carries out elections by absolute majority of the votes cast, excluding any abstentions, blank or invalid votes.

If in case of elections no person is elected in the first election and several candidates are proposed, the votes shall be casted for a second time in which the relative majority shall be decisive. Resolutions and elections shall be carried out openly, unless a written ballot is resolved by the General Assembly or is ordered by the President.

Executive Board

Art. 8      The Executive Board, with the exception of the founding members, is elected by the General Assembly for one year. It is comprised of at least three members; the President, Vice-President and the Treasurer. The director of the Executive M.B.L. program is a founding Vice-President of the Executive Board. The director of studies is a founding member of the Executive Board, Secretary and Treasurer.

Art. 9    The composition of the Executive Board should reflect the studies and origins of Association members to an appropriate extent. Members of the Board do not receive any monetary compensation for their activities.

Art. 10    The Executive Board is responsible for the management of the Association, and decides on the admission of members. Furthermore, the Board engages in all Association affairs that are not subject to the General Assembly through the Bylaws or applicable law.

The Executive Board constitutes itself and issues its rules of procedure. In this context, it may allocate specific tasks to individual members or board committees.

Art. 11    The President is an ex officio member of the Executive M.B.L.-HSG commission.

Art. 12    The Executive Board shall convene upon notice by the President or if not available, by the Vice-President(s). The Executive Board may pass resolutions with the majority of the attending members . The President shall have the casting vote

Statutory auditor

Art. 13    The General Assembly elects two statutory auditors for a period of three years. The auditors are responsible for reviewing the accounts of the Association and the submission of written reports to the General Assembly. The auditors can only be reelected one time.

Members

Art. 14    Members of the Association may include persons who have successfully completed the Executive M.B.L.-HSG program or those involved with the Executive M.B.L. organization in an authoritative capacity. The Executive Board decides on Honorary Members, Honorary President(s) and on all exceptions.

Members of the Association are automatically members of the HSG Alumni Association.

Loss of membership

Art. 15    Members who do not meet their financial obligations to the Association (e.g. membership dues or annual meeting dues), despite two written warnings, automatically lose their membership. The written warnings, the second of which specifies automatic loss of membership for non-fulfillment of financial obligations, are sent out by the President to the member’s last known address. The automatic loss of membership occurs at the end of the membership year in which the written warning was sent.

Member services

Art. 16    After consultation with the Executive M.B.L.-HSG program and the HSG-Alumni Association, the Executive Board shall specify the services and benefits offered to members.

Activities

Art. 17    Activities of the Association are determined by the Executive Board. As a rule, an annual congress shall take place for further development and networking of members. The Executive Board determines the program and location of the event.

Finances

Art. 18    Association revenues derive from membership dues and voluntary contributions.

Membership dues comprise CHF 250 per year or CHF 4, 500 for a lifelong membership, including the membership dues for the HSG Alumni Association. The membership dues are to be paid in advance.

Executive Board members and other delegated individuals vested with the power to represent the Association shall have dual signing authority.

The board may release rules of procedures if it deems necessary.

Liability

Art. 19    The Association’s liability is limited to the Association’s assets. Member's liability is limited to the membership dues.

Financial year

Art. 20    The Executive Board determines the financial year.

Dissolution

Art. 21    Allocation of assets upon dissolution of the Association is decided by the General Assembly by a 3/4 majority of the votes cast. Assets should be allocated to an institution that serves the research or promotion of European and international business law.