Articles of Association

of the

"INTERNET SOCIETY GENEVA CHAPTER"

approved by the General Assembly on 28 June 1995


I. Name, registered office and object

Article 1

- CONSTITUTION -

An association under the name of :

"INTERNET SOCIETY GENEVA CHAPTER"

is established in the sense of Articles 60 et seq. of the Swiss Civil Code and governed by these articles.

Article 2

- REGISTERED OFFICE -

The registered office of the association is Geneva.

Article 3

- OBJECT -

The object of the association is to promote the development of the INTERNET network and its applications in the Geneva region in collaboration with the "INTERNET SOCIETY (ISOC)" association.

The object of the association is nonprofit.

The activity of the association will be carried out principally by scientific and educational work.

The association is neutral with respect to politics and creed.

The activities of the association will be conducted in accord with the rules established by the "INTERNET SOCIETY (ISOC)" and in conformity with Swiss legislation.

Moreover, the object of the association consists of:

1. Concentrating on the interests and specific objectives of the local community via-a-vis the INTERNET network.

2. Taking an interest in the activities and policies of the International organisations (governmental and non-governmental, including their branches) in relation to the development of the INTERNET network.


II. Members

Article 4

- MEMBERSHIP -

Any person, sixteen years or older, who applies can be admitted as amember.

The Council decides on admission. It can refuse admission forreasonable cause.

Article 5

- TERMINATION OF MEMBERSHIP -

Membership is lost by:

- decision of the member,

- non-payment of dues after a written reminder

- expulsion by the Council in the event of serious violation of the Articles, under reserve of a right to appeal within thirty days

following the notice of expulsion; the appeal must be lodged by registered letter to the President addressed to the General Assembly.


III. Resources

Article 6

- FINANCING -

Financing of the association is done by fees from members as well as gifts, subsidies, tax exemptions, and all lucrative activity enabling the association to achieve its object.

Article 7

- DUES -The dues of the association are CHF 100.- (one hundred francs) per member and per year. Students, unemployed and pensioners receive a 50% reduction.

Dues can be adjusted for inflation based upon the Swiss consumer price index (Index 100=1 January 1995) and for fluctuations in the exchange rate between the CHF and US$.

Article 8

- LIABILITY -

The association is only bound by the signatures of two (2) members of the Council, of which one must be the President, Secretary or Treasurer.

For current expenses less than CHF 1'000.- (one thousand francs), the signature of the Treasurer is sufficient.

The assets of the association are liable only to the commitments of the above mentioned.

All personal liability of members is excluded; with the reserve of the personal liability of persons acting for the association in conformance to article 55 paragraph 3 of the Swiss Civil Code.


IV. Organisation

Article 9

- BODIES -

The bodies of the association are: - the General Meeting

- the Council

- the Audit Committee

Article 10

- GENERAL MEETING -

The Annual General Meeting is convened by the Council, as a general rule, during the final quarter of each year. Notice of the Annual Meeting shall be sent at the latest ten days prior to the Annual Meeting and include the agenda. Each Member has the right to propose motions to be considered at the next Annual General Meeting. Such motions should be included on the agenda if they were brought forward to the Council by courier at the latest by the end of the month of September.

A Member can make motions during the Annual Meeting itself if, by show of hands, the majority of the Meeting agrees to consider it.

The Council or a fifth of the Members can request the convocation of a Special General Meeting which should be held within two months following the request.

Article 11

- CHAIRING OF GENERAL MEETINGS -

The General Meeting is chaired by the President, or by a member of the Council in the absence of the President.

Article 12

- QUORUM -

The General Meeting convoked according to the Articles constitutes a quorum whatever the number of Members present.

Article 13

- AGENDA -

The points included on the agenda and motions made at the Meeting can be the subject of valid decisions.

Article 14

- VOTE -

Each member has the right to vote. All representation is excluded.

Article 15

- MAJORITY -

A majority of the votes cast is sufficient for the adoption of motions at the General Meeting.

Article 16

- JURISDICTION OF THE GENERAL MEETING -

The inalienable jurisdiction of the General Meeting includes:

- approval of the annual report of the President, the accounts. the annual budget and discharge the Council and the Audit Committee;

- nomination of members to the Council (maximum of seven members);

- removal of members from the Council;

- decision on appeal in accordance with Article 5 of the Articles;

- modification of the Articles;

- decisions on the dissolution of the association and the liquidation of its assets;

- decisions which are reserved to it by law or the Articles.

Article 17

- THE COUNCIL -

The Council is composed of a President, a Secretary, a Treasurer and other members of the Council.

Article 18

- TERM OF OFFICE -

Members of the Council are appointed for a period of one (1) year; they can only be consecutively reelected three times, unless no other candidate stands for the position.

Article 19

- DECISIONS -

The decisions of the Council are taken by a majority of the votes cast.

In the event of a tie, the vote of the President counts double.

Article 20

- JURISDICTION OF THE COUNCIL-

The Council takes all decision which do not rest with another body, in particular:

- the general management of the association (adoption of internal procedures, administration, contractual obligations, policies, strategy and communication of the association);

- creation and regulation of committees ("special interest groups");

- appointment and removal of committee chairs;

- setting up services;

- carrying out the decisions of the General Meeting;

- representing the association to third parties;

- planning and organisation of association events;

- decisions to undertake legal action, the acceptance and withdrawal of charges, conclusion of transactions.

Article 21

- AUDIT COMMITTEE -

The Audit Committee is composed of an auditor. He examines the accounts of the association and prepares a report addressed to the Annual General Meeting at the latest twenty days before it takes place.


V. Final provisions

Article 22

- DISSOLUTION -

The dissolution of the association can only be decided by a General Meeting convoked exclusively for this purpose. The dissolution can only be decided by the qualified majority of 2/3 of the votes cast.

If the General Meeting decides to dissolve the association, 50% of the amount of the annual dues paid by the members are returned to them, the balance will be donated to a nonprofit organisation.

In case of a merger with an institution pursuing similar aims, the General Meeting decides on the terms as proposed by the Council.

Article 23

- ENTRY INTO EFFECT

The current articles were adopted and immediately put into effect by the General Meeting of 28 June 1995 (Twenty-eight June nineteen hundred ninety-five).

Geneva, 28 June 1995

In the name of the organizing General Meeting:

The President (Brian Carpenter)

The Secretary (Guy Girardet)

The Treasurer (Catherine Newton)


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