1. Name and registered office

An association as defined by Art. 60 et seq. of the Swiss Civil Code has been established under the name “SWISS Virtual” and has its legal seat in Zurich Airport (Kloten). It has no political or religious affiliations.

2. Objective and Purpose

The purpose of the association is to provide a community for people passionate about the airline SWISS, improving the skills of recreational flight simulator pilots and supporting young talents aiming for a career in aviation. The association does not pursue any commercial purposes and is a non-profit organization. The governing bodies of the association serve on a voluntary basis.

3. Resources

To pursue its purpose, the association has the following resources at its disposal:

• membership fees
• income from events
• sale of goods and services
• donations, sponsorships and grants of all kinds
• advertisement revenue

The membership fees are determined once a year by The General Assembly. Honorary members are exempt from fees. The membership fee for legal entities is higher than for natural persons.
The financial year corresponds to the calendar year.

4. Membership

Membership is open to individuals and legal entities that support the purpose of the association. Legal entities can nominate one person to exercise the organization’s voting right. Only one membership can be active per individual or per legal entity.

Individuals who have made an outstanding contribution to the association may be awarded honorary membership by The Board of Directors. They have no voting rights and are exempt from paying membership fees.

Applications for admission to the association must be submitted to The Board of Directors; The Board of Directors decides on admissions.

5. Termination of Membership

Membership will terminate:

• in the case of individuals, on resignation, suspension or death.
• in the case of legal entities, on resignation, suspension or dissolution.

6. Membership cancellation and termination

The membership can be cancelled as per the end of every calendar year. The cancellation must be submitted by registered mail or e-mail at must reach SWISS Virtual at least 14 days prior. The full membership fee is due up to the date at which the membership ends.

The Board of Directors may terminate a membership at any time without providing reasons. If a member fails to pay their membership fee, The Board of Directors may automatically terminate their membership them.

7. Governing Bodies of the Association

The governing bodies of the association shall consist of:

• The General Assembly

• The Board of Directors

Additionally, the following bodies may be implemented if deemed necessary by the executive board or by law:

• The Auditors

8. The General Assembly

The General Assembly is the supreme governing body of the association. An ordinary General Assembly is held annually during the second half of the year. The Board of Directors may decide that the General Assembly is simultaneously or exclusively held via an internet broadcast and electronic voting platform.

A written invitation to shall be sent to the members 20 days prior to the date of the meeting and shall include the items on the agenda. Invitations sent via e-mail, or the internal communication platform are valid.

Any motions with respect to additional business for the attention of the General Assembly must be sent to the Board of Directors in writing no later 10 days prior to the date of the meeting.

The Board of Directors or one-fifth of the members may request an extraordinary General Assembly to be convened at any time and must indicate the purpose and suggested agenda of that meeting. The meeting must take place no later than 90 days following receipt of the request.

The General Assembly has the following inalienable duties and powers:

• approval of the minutes of the last General Assembly;

• approval of the annual report of The Board of Directors;

• acceptance of the audit report and approval of the annual accounts;

• discharge of the members of The Board of Directors;

• election of The Board of Directors and election of the auditors;

• determination of the membership fees;

• taking note of the annual budget;

• resolution with respect to motions by The Board of Directors and the members;

• amendments to the articles of association;

• resolution with respect to dissolution of the association and appropriation of the liquidation proceeds.

All duly convened General Assemblies shall be quorate, irrespective of the number of members present.

The members pass resolutions by an absolute majority of the votes cast (one vote more than half of the valid votes present). Amendments to the articles of association shall require the approval of a two-thirds majority of the votes cast and at least 10% of all members on file must participate in the vote.

A record shall be prepared of the resolutions adopted.

9. The Board of Directors

The Board of Directors shall consist of a minimum of three members. Their term of office runs for one year or until the next general assembly — whichever is longer. Members of the Board of Directors can be re-elected for subsequent terms.

The Board of Directors shall manage the current affairs of the association and represent the association externally. It is tasked with the following responsibilities:

• It issues regulations;

• It may establish working groups (specialized groups);

• It may employ or engage individuals to achieve the objectives of the association in return for appropriate compensation (in accordance with labor law).

 

The Board of Directors has all the powers that are not delegated to another body by law or pursuant to these articles of association. The Board of Directors constitutes itself and shall meet as often as required by the affairs of the association.

Any member of the Board of Directors may request that a meeting be convened and must specify the reasons for this request. If none of the members of The Board of Directors requests an oral discussion, resolutions may be validly adopted by means of circular letter (including by e-mail).

In principle, the members of The Board of Directors perform their duties on a voluntary basis and are not paid. They are entitled to reimbursement of their actual expenses. Honorary members cannot be elected to the Board of Directors.

10. The Auditors

The General Assembly shall elect two Auditors or a legal entity to audit the accounts and to conduct a spot check audit at least once a year. The Auditors shall submit a report to The Board of Directors for the attention of The General Assembly.

Their term of office shall be one year or until the next general assembly — whichever is longer. They may be re-elected.

11. Authorized Signatories

Members of the Board of Directors can execute transactions up to a value of CHF 100 with a sole signature. All other matters require a joint signature of two members of the Board of Directors.

12. Liability

The assets of the association shall be solely liable for the debts of the association. Any personal liability of the members is excluded.

13. Dissolution of the Association

The dissolution of the association may be decided by resolution of an ordinary or extraordinary General Assembly with a majority of votes of two-thirds of the members present, if at least half of the members are present at the meeting.

If fewer than half of all members are present at the meeting, a second meeting shall be held within one month. At this meeting, the association may then be dissolved by simple majority if fewer than three-quarters of the members are present.

On dissolution of the association, the assets of the association shall be transferred to a tax-exempt organization in Switzerland that pursues the same or a similar purpose. Distribution of the assets of the association among the members is excluded.

14. Entry into Force

These articles of association were adopted at the extraordinary General Assembly on September 19, 2023, and entered into force on the same date.

In Zurich Airport (Kloten), October 1, 2023

Olivier Steiner
Chairman

Chris Leduc
Member of the Board