Statutes
Swiss memorial for the victims of National Socialism Network Association
1. Name and Seat
Under the name “Network Swiss Memorial for the Victims of National Socialism,” an association exists within the meaning of Art. 60 et seq. of the Swiss Civil Code (ZGB) with its seat in Zurich. It is politically and denominationally independent.
2. Goal and Purpose
The association aims to network the various Swiss educational sites and locations for the remembrance of the victims of National Socialism. It promotes scientific and professional support and advice for these educational sites and locations upon their express request. Furthermore, in cooperation with the Canton of St. Gallen, it focuses on promoting the planning, realization, and operation of a national cross-border educational and networking site in the St. Gallen Rhine Valley. In particular, it ensures the coordination of this service with the memorial site in Bern. The association pursues no commercial purposes and does not strive for profit. The governing bodies operate on a voluntary basis.
3. Resources
To pursue the association’s purpose, the association has the following resources at its disposal:
- Membership fees
- Contributions from associate members
- Income from its own events
- Subsidies
- Income from service level agreements
- Donations and grants of all kinds
4. Membership
Members (hereinafter also referred to as association members) are the following legal entities:
- The Canton of St. Gallen
- The City of Bern (representing the sponsoring organization to be founded for the Memorial in Bern)
- The Swiss Federation of Jewish Communities (SIG)
- University of Basel (represented by the Center for Jewish Studies)
- ETH Zurich (represented by the Archives of Contemporary History AfZ)
Associates without voting rights are legal entities in Switzerland and from neighboring countries that initiate, plan, network, scientifically support, or operate educational sites or locations for the remembrance of the victims of National Socialism in Switzerland. Applications for admission must be addressed to the Board. The Board decides on the admission and exclusion of associate members.
5. Termination of Membership
Membership terminates through resignation, exclusion, or dissolution of the legal entity.
6. Resignation and Exclusion
Resignation from the association is possible at the end of the year. The letter of resignation must be addressed in writing to the Board at least 12 weeks before the end of the year. The full membership fee must be paid for the current year.
7. Governing Bodies of the Association
The governing bodies of the association are:
a) the General Meeting
b) the Board
c) the Auditors
d) the Secretariat
8. General Meeting
The supreme body of the association is the General Meeting. An ordinary General Meeting takes place annually by the end of June at the latest. The Board invites members to the General Meeting 30 days in advance in writing, stating the agenda items. Invitations by email are valid. Motions for the attention of the General Meeting must be addressed in writing to the Board no later than 14 days before the General Meeting. Associate members are invited to the General Meeting as guests without voting rights. They have the right to propose motions and the right to speak. The Board may convene an extraordinary General Meeting at any time, stating the purpose. If necessary, the Board may decide to hold the General Meeting virtually.
The General Meeting is the supreme body of the association. It has the following tasks and powers:
a) Approval of the minutes of the last General Meeting
b) Approval of the Board’s annual report
c) Receipt of the audit report and approval of the annual accounts
d) Discharge of the Board
e) Election of the auditors
f) Setting of membership fees
g) Taking note of the annual budget
h) Taking note of the activity program
i) Passing resolutions on motions from the Board and members
j) Amendment of the statutes
k) Passing resolutions on the dissolution of the association and the use of the liquidation proceeds
Every duly convened General Meeting is quorate, provided that at least four members participate. Resolutions are passed if at least three members agree. Amendments to the statutes require the consent of at least four members. Minutes of the resolutions passed must be recorded.
9. Board
The Board consists of five persons. A representative of each member belongs to the Board:
- One person delegated by the Canton of St. Gallen
- One person delegated by the Swiss Federation of Jewish Communities
- One person delegated by the Center for Jewish Studies at the University of Basel
- One person delegated by ETH Zurich (represented by the Archives of Contemporary History AfZ)
- One person delegated by the City of Bern (representing the sponsoring organization to be founded for the Memorial in Bern)
The association members shall notify the other association members and the Board of any changes regarding the delegated persons. The Board manages the day-to-day business and represents the association externally. The Board constitutes itself. It issues regulations. It may appoint working groups (specialist groups) and call upon experts (in particular also from associate members) for this purpose. To achieve the association’s goals, it may employ or commission persons for appropriate compensation. It may conclude contracts for services to achieve the association’s goals. Service contracts with association members are permissible if market conditions are agreed upon. It decides on the use of income. The Board has all powers that are not assigned to another body by law or according to these statutes. The Board meets as often as business requires. Every Board member may request the convening of a meeting, stating the reasons. Provided that no Board member requests oral consultation, resolutions may be passed by circular letter (including electronically). No compensation is paid to Board members; they are entitled to reimbursement of actual expenses.
10. Auditors
The General Meeting elects two auditors or a legal entity to check the bookkeeping and carry out a spot check at least once a year. The auditors report and make recommendations to the Board for the attention of the General Meeting. The term of office is four years. Re-election is possible.
11. Secretariat
The Secretariat is managed by the Secretariat of the Swiss Federation of Jewish Communities (SIG) in Zurich and attended to by SIG employees. An agreement is concluded between the association and the SIG regarding the scope and compensation of the Secretariat’s services.
12. Signing Authority
The Board regulates the joint signing authority of two.
13. Liability
Only the association’s assets are liable for the association’s debts. Personal liability of the members is excluded.
14. Dissolution of the Association
The dissolution of the association can be decided by a resolution of an ordinary or extraordinary General Meeting and with a majority vote of four members. If fewer than four members participate in the meeting, a second meeting will be held within one month. At this meeting, the association can be dissolved by a simple majority of the members present. In the event of dissolution, the association’s assets shall go to a tax-exempt organization that pursues the same or a similar purpose. Distribution of the association’s assets among the members is excluded.
15. Entry into Force
These statutes were adopted at the founding meeting on November 26, 2024, and entered into force on that date.
Statutes
Supporting Association for the Swiss Memorial for the Victims of National Socialism
1. Name, Seat
Under the name Supporting Association for the Swiss Memorial for the Victims of National Socialism, an association exists within the meaning of Art. 60 et seq. of the Swiss Civil Code with its seat in Bern. The association is politically independent and denominationally neutral.
2. Purpose
The association aims to support the Memorial for the Victims of National Socialism and its activities in the long term. For the time being, it focuses on supporting the memorial site in Bern. This includes, in particular, the coordination of maintenance, operation, and security, as well as the further development and supplementation of the memorial site and its educational content. At a later date, support for the educational and networking site in the St. Gallen Rhine Valley will be added. The association supports the corresponding efforts and participates actively in questions of strategy development for both locations and the corresponding rapid adaptation or renewal of structures. It may enter into cooperations and strategic alliances and merge with other legal entities.
The association operates exclusively for charitable purposes and does not pursue any commercial or self-help purposes. The governing bodies operate on a voluntary basis.
3. Resources
To pursue the association’s purpose, the association has the following resources at its disposal:
- Membership fees
- Income from its own events
- State contributions/subsidies and third-party financing
- Income from service level agreements
- Income from the association’s assets
- Donations and grants of all kinds
4. Acquisition of Membership
Members can be natural persons and legal entities, partnerships, and public-law corporations to whom the association’s purpose is a concern.
Entry into the association can take place at any time. Applications for admission must be addressed to the Board, which makes the final decision on admission. It may refuse admission without stating reasons.
5. Membership Fee
Every member is obliged to pay an annual membership fee. The Association Meeting determines the amount of the membership fees.
6. Termination of Membership
Membership terminates
- for natural persons through resignation, exclusion, or death.
- for legal entities, partnerships, and public-law corporations through resignation, exclusion, or dissolution.
7. Resignation and Exclusion
Every member may declare their resignation at the end of the fiscal year, observing a notice period of three months. The declaration must be made in writing to the Board.
The Board may exclude a member from the association for important reasons, in particular if the member violates the interests and objectives of the association, brings the association into disrepute, or fails to provide promised services. The exclusion must be justified.
An excluded member may contest the exclusion by means of an appeal within one month. The appeal must be in writing and submitted to the Board. The Association Meeting makes the final decision on the appeal regarding exclusion at the next Association Meeting. Membership rights are suspended until the final decision. If the Association Meeting overturns the exclusion, the excluded member becomes a member again retroactively to the time of exclusion.
Anyone who does not pay their membership fee despite a reminder will be excluded by the Board without the member concerned having a right of appeal.
8. Effects of Termination of Membership
Members who have resigned or been excluded owe the full membership fee for the current fiscal year.
9. Governing Bodies
The governing bodies of the association are:
- the Association Meeting
- the Board
- the auditors, if such are elected
- the Secretariat, if such is elected
10. Minutes
Association meetings and meetings of the Board are minuted. The chairperson and the secretary sign the minutes together. The minutes contain at least:
- the type of meeting (Association Meeting or Board meeting)
- the date of the meeting
- the determination of the number of persons present or absent
- the name of the chairperson
- the name of the secretary
- the statements given for the record
- the resolutions and election results
11. Association Meeting
The Association Meeting is the supreme body of the association. It is the assembly of the association members. Active members are entitled to vote. Passive members are invited to the Association Meeting as guests without voting rights. They have the right to propose motions and the right to speak.
The ordinary Association Meeting is held annually in the first half of the year and convened by the Board. The convening takes place at least 30 days in advance in writing, stating the agenda items. Motions for the attention of the Association Meeting must be addressed in writing to the Board no later than 14 days before the Association Meeting. No resolutions can be passed on motions regarding items of business that have not been properly announced; excepted are motions to convene an extraordinary Association Meeting.
The Board or one-fifth of the members may request the convening of an extraordinary Association Meeting, stating the purpose, which must take place within three months of the submission of the request.
The location of the Association Meeting is determined by the Board. The Association Meeting can be held as a physical meeting, in the form of a written vote, in the form of an electronic vote, or as an electronic meeting. The Board decides on the form of the meeting.
Every duly convened Association Meeting is quorate, regardless of the number of members present.
Every active member has one vote in the Association Meeting. Legal entities, partnerships, and public-law corporations exercise their voting right through a representative who must be a member of the supreme management or administrative body.
The members pass resolutions with a simple majority of the votes cast. In the event of a tie, the chairperson has the casting vote. Amendments to the statutes and the resolution on the dissolution of the association require the consent of at least two-thirds of all members present.
The Association Meeting has the following non-transferable tasks and powers:
- Election and dismissal of the members of the Board and the Presidency
- Election of the auditors
- Approval of the annual report, the annual accounts, and the budget
- Receipt of the audit report
- Passing resolutions on the adoption and amendment of the statutes
- Passing resolutions on the dissolution of the association and the use of the liquidation proceeds
- Discharge of the Board
- Setting of membership fees
- Decisions on contested Board resolutions to exclude members
- Passing resolutions on items reserved for it by law or the statutes or submitted by the Board
12. Board
The Board consists of at least three members. Persons who are not members of the association may be elected to the Board.
The Presidency is designated by the Association Meeting. A co-presidency is possible. Otherwise, the Board constitutes itself. The term of office is three years. Re-election is possible without restriction.
The Board is responsible for handling all day-to-day business that is not expressly assigned to another body by law or these statutes. The powers of the Board include in particular:
- Planning and implementation of activities related to the fulfillment of the association’s purpose
- Representation of the association externally
- Preparation and convening of the Association Meeting
- Execution of the resolutions of the Association Meeting
- Resolution on the admission and possible exclusion of association members
- Handling of suggestions, motions, and complaints from association members
- Preparation of the budget and annual accounts
- Issuance of regulations
- Conclusion of contracts
- Management of the association’s assets
- Management of operations, insofar as it has not delegated this
- Election and dismissal of a managing director and formulation of the performance mandate, insofar as the management of operations is delegated
The Board regulates the signing authority and may grant signing authority to other third parties.
The Board meets as often as business requires. Every Board member may request the convening of a meeting, stating the reasons.
The Board is quorate if the majority of the members are present. It passes its resolutions with a majority of the votes cast. The chairperson has a vote and decides in the event of a tie.
Resolutions may also be passed by circular letter, provided that no member of the Board requests oral consultation.
No compensation is paid to Board members; they are entitled to reimbursement of actual expenses.
13. Auditors
The General Meeting may elect two auditors or a legal entity to check the bookkeeping and carry out a spot check at least once a year.
If an ordinary or limited audit is to be carried out according to Art. 69b ZGB, an auditor must be appointed.
The auditors report to the Board for the attention of the Association Meeting.
The term of office is two years. Re-election is permissible.
14. Secretariat
The Board may delegate the management of operational business to a Secretariat. The managing director leads the Secretariat. The cooperation between the Board and the Secretariat as well as the tasks, powers, and responsibilities of the Secretariat are to be set out in a separate regulation. The managing director participates in Board meetings in an advisory capacity.
15. Communications
Communications to the association members are made by letter, email, or in another form that allows for proof by text. Convening notices for the Association Meeting are considered communications.
16. Fiscal Year
The fiscal year corresponds to the calendar year.
17. Liability
Only the association’s assets are liable for the association’s liabilities. Any personal liability of its members is expressly excluded, and there is no obligation to make additional contributions.
18. Dissolution
The dissolution of the association can take place by resolution of an ordinary or extraordinary Association Meeting. The resolution on the dissolution of the association requires the consent of at least two-thirds of all members present.
In the event of dissolution, the profit and capital shall be given to another legal entity with its seat in Switzerland and a similar purpose that is tax-exempt due to its charitable status or public purpose.
A merger can only take place with another legal entity with its seat in Switzerland and a similar purpose that is exempt from tax liability due to its charitable status or public purpose.
The same applies to the conversion of the association into another legal form.
Approval and Entry into Force
The above statutes were approved by the founding meeting on June 10, 2025, in Zurich and entered into force on that date.
