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	II.	Membership
Membership categories	6	The Institute shall have the following types of member:  active members passive members honorary members associate members supporting members.
Active members	7.1	Active members shall be natural or juristic persons who actively promote and support the Institute in its endeavours. Applications for active membership shall be submitted to the Board for approval. The Board may reject an application for active membership without reason.
Passive members	7.2	Passive members shall be natural or juristic persons who primarily support the ideals and principles of the Institute and its activities. Applications for passive membership shall be submitted to the Board for approval. The Board may reject an application for passive membership without reason.
Honorary members	7.3	Honorary members shall be persons who have made an outstanding contribution to the Institute’s achievement of its object and objectives. Honorary members shall enjoy the same status as active members, but shall not be required to pay a membership fee. Honorary members shall be nominated by the Board and elected by membership ballot.
Associate members	7.4	Associate members shall be organisations in and outside Switzerland whose object and objectives are similar to those of the Institute. Applications for associate membership shall be submitted to the Board for approval. The Board may reject an application for associate membership without reason.
Supporting members	7.5	Supporting members shall be natural or juristic persons who promote and support the objectives of the Institute in both material and non-material ways. Supporting membership shall be granted by the Board, which shall also determine the corresponding membership fee.
Membership fees	8.1	Membership fees shall be proposed by the Board and approved by membership ballot.
	8.2	Honorary members shall not be required to pay any membership fee.
	8.3	All members (except honorary members) shall be obliged to pay the membership fee for their category of membership before commencement of the corresponding calendar year.
Voting and election rights	9.1	Members shall be entitled to vote on issues and at elections. Members shall also be entitled to propose candidates for election. Active members shall have one vote; supporting members shall have three votes.
	9.2	Passive members and associate members shall have no voting rights.

 

 
 

Other rights	10	Members shall enjoy concessionary reductions at events organised by the Institute.
Obligations	11.1	All members shall be obliged to observe the following code of honour:  All acts of procuring, processing, communicating and disseminating information shall pay due regard to the relevant norms and provisions of private and public law. While paying full regard to the basic right of freedom of expression and of criticism based on truthful information, due respect shall be paid in particular to:  personal confidentiality, privacy and honour, especially with regard to the collection and use of data relating to the private sphere the applicable principles of honesty in advertising and any copyrights owned by third parties.
	11.2	Any member shall have the right to designate as confidential any information, documents, knowledge or similar which they provide. All members shall commit themselves to confidentiality with regard to any facts or information designated as confidential.
Resignation	12.1	Any member may resign their membership of the Institute at the end of any business year, by submitting written notice of their intention to do so to the Board at least two months in advance.
	12.2	Resignation of membership shall not release a member from their obligation to pay the current membership fee.
	12.3	Membership shall automatically lapse upon a member’s death.
Expulsion	13.1	Any member may be expelled from the Institute at the request of another member for violation of the obligations or codes of honour of these Articles of Association or for other cogent reasons. Any request for expulsion shall be submitted to the Board, which shall subsequently decide whether the member in question shall be expelled.
	13.2	Any member failing to pay the annual membership fee following a second payment demand shall be expelled from the Institute. The second payment demand shall be submitted in writing and sent by registered mail, and shall expressly threaten the member with expulsion unless such payment is made.
	13.3	Expulsion from the Institute shall not release a member from their obligation to settle outstanding payment amounts.

 

 
 

	III.	Organisation
Bodies	14	The bodies of the Institute shall be:  the membership ballot  the Board  the Auditors the Technical Committees.
Membership ballot	15	The membership ballot shall be the Institute’s supreme authority, and shall exercise its rights by written ballot.
Ordinary ballots	16.1	Ordinary ballots shall generally be conducted in the first quarter of each calendar year.
	16.2	All ballot documentation shall be sent out by the Board at least one month in advance of the ballot date.
	16.3	Any member entitled to vote shall be entitled to demand, up to eight days after the distribution of the ballot documentation, the addition of a motion or an election nomination, provided such a proposal is supported by at least ten co-signatory voting members.
	16.4	The ballot documentation shall be sent out again, appropriately modified.
Extraordinary ballots	17.1	The Board shall be empowered to call an extraordinary ballot of the members at any time.
	17.2	Extraordinary ballots shall also be held if requested by at least 20 per cent of the membership or by the Auditors. In such cases, the extraordinary ballot shall be held within four months of the Board’s receipt of such a request.
Authorities	18	Unless otherwise stipulated in these Articles of Association, ballots shall be decided by a simple majority of the votes cast, and shall be used:  to approve the Annual Report to approve the Report of the Auditors to approve the annual financial statements to approve the budget to approve the proposed membership fees  to release the Board from its responsibility for conducting the business of the previous year to elect or remove the Chairman or other Board members to elect the Auditors to elect honorary members to amend the Articles of Association  to dissolve the Institute.
The Board	19.1	Eligibility for Board membership shall be restricted to active members and the representatives of supporting members.
	19.2	The Board shall consist of five to eleven persons.

 

 
 

Election	20.1	The Chairman, Deputy Chairman and other Board members shall be elected by membership ballot for a two-year term of office.
	20.2	Board members may be re-elected to serve a maximum of five consecutive terms.
Constitution	21	The Board shall be self-constituting.
Authorities	22.1	The Board shall be responsible for the conduct of business, for laying down the guidelines for the Institute’s activities, and for taking decisions on all matters of fundamental importance.
	22.2	To do so, the Board shall be empowered with all the authorities expect those which are explicitly stated to be the sole preserve of the membership ballot.
	22.3	In particular, the Board shall be responsible for:  implementing the resolutions passed by membership ballot determining budgets and annual membership fees, and producing the Annual Report and annual financial statements determining the medium of publication for public notifications deploying and dissolving specialist bodies and issuing appropriate guidelines representing the Institute secretarial operations and membership matters (acceptance, resignations and expulsions).
	22.4	The Board shall be empowered to approve annual extra-budgetary spending of up to ten per cent of the annual budget amount.
	22.5	A Board meeting may be called at any time at the request of at least two Board members, and shall then be held within a month of such a request being made.
Quorum	23.1	The Board shall be empowered to take decisions as long as at least one-half of its members are in attendance.
	23.2	Board decisions shall be taken by simple majority vote.
	23.3	In the event of a tie, the Chairman shall have a casting vote.
Auditors	24.1	Two suitably qualified persons or one suitably qualified outside body shall be elected by membership ballot as Auditors of the Institute.
	24.2	The Auditors shall examine the Institute’s accounting procedures and financial statements, and shall provide its members with a written report thereon.
Technical Committees	25.1	Technical Committees shall be formed to perform technical and scientific activities and tasks.
	25.2	Technical Committees shall be deployed by the Board upon request.
	25.3	Technical Committees shall elect their own chairman from among their own ranks.

 
 

Signatory authority	26	The Institute shall be legally represented by two holders of the relevant signatory authority, i.e. the Chairman or the Deputy Chairman together with one further Board member.
Liability	27.1	The Institute may only be held liable for its financial liabilities up to its total assets.
	27.2	No individual Institute member may be held liable for the Institute’s liabilities.
Business year	28	The Institute’s business year shall correspond with the calendar year, with closure of accounts on December 31.
Jurisdiction	29	The Institute’s place of jurisdiction shall be the location of its registered office.
	IV.	Amendments to these Articles and dissolution of the Institute
Amendments to these Articles	30.1	Amendments to these Articles of Association must be approved by a membership ballot producing a majority in favour of such amendment of at least two-thirds of all votes cast.
	30.2	A copy of the current Articles of Association shall be included in the relevant ballot documentation.
	30.3	Any proposed amendment to the Articles of Association must be submitted to the Board at least two months in advance of the membership ballot required.
Dissolution	31.1	The dissolution of the Institute may only be resolved by a membership ballot called expressly for this purpose and producing a majority in favour of such dissolution of at least two-thirds of all votes cast.
	31.2	In the event of the dissolution of the Institute, the appropriation of any assets which remain after the Institute’s liabilities have been met in full and which are not subject to particular appropriation provisions shall be determined by the Board.
	V.	Final provisions
Entry into effect	32	These Articles of Association were approved at the founding meeting of the Institute on May 19, 1999 and entered into immediate effect.

 

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