Swiss Japan Research Association

Statutes

(Entry into force from 1 January 2025)

Preamble 

The purpose of the Swiss Japan Research Association is to strengthening ties between Switzerland and Japan by fostering robust academic collaboration and understanding.

The Swiss Japan Research Associations aims to enrich understanding between Switzerland and Japan by giving opportunities for academics to network, collaborate, and grow in an intercultural environment. 

I. Name, Seat, Purpose, Means and Resources 

Article 1     Name and Duration 

  1. An association within the meaning of Articles 60 et seq. of the Swiss Civil Code (“SCC”) is hereby created under the name “Swiss Japan Research Association” (hereafter, the “SJRA”). 
  2. The SJRA is created for an indefinite period of time.

Article 2     Seat

The SJRA`s seat is in Zurich, Switzerland.

Article 3     Purpose 

The SJRA is created to: 

  • (a) Contribute to advancing the public and private interests of Switzerland and Japan by fostering robust academic collaboration and understanding;
  • (b) Provide opportunities for academics to network, collaborate, and grow in an intercultural environment; and 
  • (c) Give academics and researchers a discussion forum where they can freely express their own opinions and share their research within the scope of freedom of expression.

Article 4     Means 

  1. The SJRA may pursue all lawful activities to achieve its purposes. 
  2. In particular, the SJRA may undertake the following:
    • (a) Furthering cooperation among academics and researchers with a connection to Switzerland and/or Japan;
    • (b) Holding of conferences, meetings and seminars;
    • (c) Publishing books, journals, and blog posts;
    • (d) Other activities in line with the purpose laid out in Article 3. 

Article 5     Resources

  1. Resources of the SJRA may come from donations, legacies, sponsorship, partnerships, public subsidies, membership fees, revenues generated by the SJRA`s assets, as well as any other resources authorised by the law.
  2. All resources of the SJRA shall be used exclusively for its activities.

II. Members

Article 6    Members

Members of the SJRA (the “Members”) shall consist of individuals or institutions who have an interest in the purpose and the activities of the SJRA and wish to support them. 

Article 7   Beginning of Membership 

  1. The founders are the initial Members of the SJRA. 
  2. Additional Members may join the Association by submitting a written application to the Board.
  3. The Board shall review applications, before submitting them to the General Assembly for approval.

Article 8   End of Membership 

  1. Membership ceases in the following cases:
    • (a) 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); 
    • (b) Upon death of the Member if such Member is an individual and not the representative of an institution (Article 70(3) SCC); or
    • (c) By exclusion decided by the General Assembly for the following reasons:
      • (i) Failure to pay his or her annual fees (the Executive Board may consider this as voluntarily withdrawn from the Association);
      • (ii) Acts that are detrimental to the image of the SJRA; 
      • (iii) Violations of the SJRA Statutes or any other regulations and guidelines established by the SJRA; 
      • (iv) Any other justified reasons.
  2. In any case, the fee for the current year remains due by the existing Members. 
  3. A resigning or expelled Member has no right to the SJRA`s assets.

Article 9   Membership Fees

The General Assembly decides on the principle of membership fees and their amount. 

III. Organisation and Governance

Article 10   Bodies of the SJRA

The bodies of the SJRA are: 

  • (a) The General Assembly,
  • (b) The Executive Board, and
  • (c) The External Auditors, insofar as required by Swiss law.  

IV. The General Assembly

Article 11   Principles

  1. The General Assembly is the supreme authority of the SJRA within the meaning of article 64 et seq. CC.
  2. It is composed of all the Members. 

Article 12   Powers

  1. The General Assembly delegates to the Executive Board the power to administer and represent the SJRA.
  2. The General Assembly remains with the following inalienable powers:
    • (a) Adoption and amendment of the present Statutes; 
    • (b) Nomination, surveillance and revocation of the External Auditors; 
    • (c) Approval of annual reports and audited accounts; 
    • (d) Admission and exclusion of Members; 
    • (e) Nomination, surveillance, discharge and revocation of Executive Board members; 
    • (f) Decision on the dissolution or merger of the SJRA; and 
    • (g) Management of all matters that are not the responsibility of other bodies. 

Article 13   Meetings

The meetings of the SJRA`s General Assembly are the followings: 

  • (a) Ordinary meeting of the General Assembly
    • The Ordinary meeting of the General Assembly shall be held at least once a year, in person, online or hybrid (in person and online). 
  • (b) Extraordinary meeting of the General Assembly
    • Extraordinary meetings of the General Assembly 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.
  • (c) Convocation
    • The Executive Board shall convene the meetings of the General Assembly 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. 
  • (d) Quorum
    • The General Assembly is validly instituted if its meeting is duly summoned regardless of the number of Members present. 
  • (e) Chair
    • The Chair, and in his/her absence the Deputy Chair (as defined in Article 18 below), shall chair the meetings of the General Assembly. 

Article 14   Voting Rights

  1. Each Member shall have an equal voting right at the General Assembly.
  2. Members may vote in person or by proxy. 
  3. 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. 

Article 15   Decision Making

  1. 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. 
  2. Decisions by circular letter. Proposals to which all Members have adhered in writing are equivalent to decisions taken by the General Assembly, 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 SJRA 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 Assembly and its decisions are recorded in the minutes.

V. The Executive Board

Article 18   Principles

The Executive Board is the executive body of the SJRA. It has the right and the duty to manage the affairs of the SJRA and to represent it in accordance with the Statutes (Article 69 of the SCC). In particular, the Board shall take all necessary measures to achieve the purposes of the SJRA, ensure the correct application of the present Statutes and any other internal regulations, administer the property, assets and resources of the SJRA, manage the accounts, engage and supervise a Director, if necessary, and convene and organise the General Assembly. 

Article 19   Appointment of the Board

  1. The initial Executive Board members are appointed by the founder and vice-founders. 
  2. After that, the new members of the Executive Board are appointed by the General Assembly. 

Article 20   Composition 

  1. The Executive Board shall be composed of at least three and at most seven members. 
  2. The Executive Board designates amongst its members, a Chair, a Deputy Chair as well as any other function as it may deem necessary.

Article 21   Term

The Board members are appointed for a renewable three-years term. 

Article 22   Removal and Resignation

  1. Executive Board members may be removed by the General Assembly for just cause, in particular if the Executive Board member has violated his/her obligations towards the SJRA or if the Executive Board member is not in a position to exercise his/her functions correctly. 
  2. Executive Board members may resign at any time by submitting a written declaration to the Chair, specifying when the resignation shall take effect.
  3. In the event of dismissal or resignation during the term of office, the Board may appoint a replacement member by co-optation, until the next meeting of the General Assembly. 

Article 23   Delegation and Representative 

  1. The Executive Board is entitled to delegate certain of its tasks to one or more of the Executive Board members, including to Board sub-committees, to third parties, or to hired employees. 
  2. The SJRA 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 by a power of attorney. 

Article 24   Executive Board Meetings 

  1. The Executive Board shall meet as often as required, but at least [twice] per year. 
  2. 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. 
  3. 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 

  1. Each Executive Board member shall have one vote. 
  2. Decisions are taken by a simple majority of all votes expressed, as long as the present Statutes or other internal regulations of the SJRA do not provide for a different majority. In case of a tie, the Chair shall have a casting vote.
  3. Decisions may also validly be taken by written resolution, including by email. 
  4. Executive Board meetings and decisions will be recorded in the minutes of the Executive Board.

VI. Miscellaneous and Final Provisions

Article 26   Secretariat

The Executive Board may create a secretariat and/or appoint a Director to manage the day-to-day affairs of the SJRA.

Article 27   External Auditors

  1. To the extent required by Swiss law, the General Assembly shall appoint the independent External Auditor in charge of
    • (a) verifying the annual accounts of the SJRA; 
    • (b) submitting a detailed report to the General Assembly; and 
    • (c) ensuring that the statutory rules of the SJRA (Statutes and internal regulations) are respected. 
  2. The SJRA, 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 Assembly’s attention.

Article 28   Bookkeeping 

  1. The Executive Board must prepare for each financial year accounts as required by the applicable laws.
  2. The fiscal year begins on January 1st and ends on December 31st of each year.

Article 29   Liability 

The SJRA 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 30   Dissolution 

  1. The SJRA may only be dissolved by a two-third (2/3) majority vote of all Members.
  2. In such a case, the Executive Board shall proceed with the liquidation of the SJRA. 
  3. The assets of the SJRA shall first serve to pay its creditors.
  4. Remaining assets will be entirely assigned to a non-profit entity, which pursues similar public interest purposes and which is tax exempted.
  5. In no event may the assets of the SJRA 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 31   Authentic instrument

The English version is an original instrument. Another language version shall not prevail over this original instrument.  

Article 32   Official Language

The official languages of the SJRA are Japanese and English. Another official language of Switzerland (French, German and Italian) can be used in its activities.