Articles of Association

Article 1           Name and Registered Office

1. Under the name of “The Woolf” exists a non-profit making association (Verein) in the sense of articles 60 to 79 of the Swiss Civil Code. This Association is an independent legal entity with legal capacity. It is governed by Swiss law. Its duration is unlimited.
2. The Association is domiciled in Zurich.
3. The official language of the Association is English.

Article 2           Purpose

1. The purpose of the Association, a non-profit organization, is
2. To issue a quarterly online literary magazine in English to support writers and visual artists in the Greater Zurich Area and beyond;
3. To organize events and workshops to further the education of and exchange between writers in the Greater Zurich area, and beyond.
4. The Association may engage in all activities and take all actions necessary and appropriate to carry out the above objectives.

Article 3           Membership

1. The founding members as per the Association’s Deed of Incorporation (Gründungsprotokoll) are the initial members of the Association.
2. Membership is open to any individual and commences upon appointment by at least two members of the Board.
3. The annual membership fee being set at the General Assembly by the members of the Board and may not exceed CHF 1/year.
4. Membership ceases on the date on which a member resigns, or is removed, from his or her functions by the General Assembly.
5. Members may resign from the Association at any time by notifying the Board in writing. Resigning members have no rights against the assets of the Association.

Article 4           Resources

The Association derives its resources from:

1. donations,
2. sponsorship contributions,
3. event and workshop payments,
4. its assets.

Article 5           Liability

The Association’s financial obligations can be satisfied only from its assets. The members of the Association shall not be personally liable for the obligations or debts of the Association

Article 6           Corporate Bodies

The corporate bodies of the Association are:

• the General Assembly; and
• the Board;

6.1 The General Assembly

Constitution

The General Assembly consists of the members of the Association.

Powers

The General Assembly shall have the following powers:

1. to adopt and amend the Articles of Association;
2. to appoint new members;
3. to elect and dismiss the President, Treasurer and Secretary from amongst its members;
4. to approve the engagement of the audit firm;
5. to approve the annual report issued by the audit firm and the accounts of the Association.

Meetings of the General Assembly

The General Assembly will take place upon invitation by the President of the Association, or by the request of at least 20 % of the members. The notice shall state the place and time of the meeting, the items of the agenda as well as the motions for consideration, if any. Meetings must be called at least twenty days in advance. Members may attend meetings in person or by telephone conference call.

The General Assembly will be chaired by the President or, in the case of his inability, another member attending the General Assembly.

Voting Rights

Each member has one vote at the General Assembly. Votes are not transferable to another member or a third person.

Resolutions

Unless provided otherwise by mandatory provisions of the law or by the Articles of Association, resolutions shall be passed and elections shall be made by the absolute majority of all votes represented at the General Assembly.

The chairperson of the meeting will have the casting vote.

6.2 The Board

Election & Terms of Office

1. The Board will be composed of the Association’s
   • President,
   • its Treasurer
   • and, the Secretary

of the Association who must be members of the Association.

2. Each member of the Board shall serve for a one-year term following his/her election, such term ending on the day of the respective ordinary General Assembly.
3. Members of the Board may be re-elected.
4. The members of the Board act voluntarily and will not receive a compensation for such voluntary office. They will be reimbursed for any out-of-pocket expenses reasonably incurred, however.

Powers

The Board shall perform, inter alia, the following functions:

• Develop an annual program and budget for the consideration of the General Assembly.

6.3 Auditors

As the Association does not meet the criteria according to Article 69b of the Swiss Civil Code to have the accounting be either regularly audited or limitedly audited, it waives its accounting annual audits. 

Article 7           Financial Year

The accounts of the Association will be established on December 31 each year, and for the first time on 31 December 2016.

Article 8           Dissolution and Liquidation

The Association can be dissolved by vote of a minimum of two thirds of the members at a General Assembly.

In case of dissolution of the Association, the Board must proceed to its liquidation. The Board shall distribute the assets of the Association, after payment of all debts of the Association, to the members.

Article 9           Entry into Force

The present founding members have adopted the present Articles of Associations by way of meeting. The present Articles of Association have entered into force today.

Zurich, 5th May 2016