Charter of the Open Network Infrastructure Association
Article 1 Legal Form and Name
Under the name Open Network Infrastructure Association exists a non‐profit association according to the present charter and as defined by the articles 60 ff. of the Swiss Civil Code.
Article 2 Open Network Infrastructure - Definition
Infrastructure in the scope of this association are the basic physical and organizational structures and means needed to operate a digital network.
Network in this context refers to a group of interconnected electronic systems.
Open in this context means the network should be freely accessible by anyone, at anytime, without having to ask for permission.
Article 3 Purpose of the Association
The purpose of the association is to promote open network infrastructure by, for example:
- Promoting, installing and operating one or many open networks, freely accessible by anyone.
- Organizing events and meetups for both the open network infrastructure community and for the broader public.
- Offering educational material and workshops in the area of open infrastructure.
Article 4 Domicile
The association is domiciled in Zurich and exists for an unlimited period.
Article 5 Organisation
The organs of the association are:
- the general assembly.
- the executive committee.
- the internal auditor.
- if instituted by a majority present at a general assembly, an external auditor.
Article 6 Financial Means
The financial means of the association consists of membership fees, all types of donations including inheritances, directed donations, returns of activities of the association, revenues from performance agreements (“Leistungsaufträge”) and if applicable subsidies from public sector entities.
All the financial means of the association are to be permanently and exclusively used towards the goals of the association.
In case of dissolution of the association all the remaining financial means have to be given to another legal person domiciled in Switzerland. That other legal person has to be tax-exempt because its purpose is charitable or serving the common good. This rule is mandatory.
The financial year begins on 1st January and ends on 31st December.
Article 7 Liability
In accordance with article 75a of the Swiss Civil Code the association is liable for its obligations with its own assets only. Any personal liability of its members is excluded.
Article 8 Membership
Natural and legal persons can become members of the association.
The executive committee decides on the admission of new members and informs the general assembly. An applicant who has been denied admission by the executive committee can appeal this decision at the next general assembly.
Article 9 Membership Fee
The membership fees are:
- CHF 23 per year for natural persons.
- CHF 100 per year for start-ups and institutions such as universites and schools, and non-profit organizations, such as associations, foundations or similar groups. A start-up is any company that is not older than three years at the time the membership fee is due. The legal founding date of the start-up is used to calculate the age of the start-up.
- CHF 250 per year for all other companies. The membership fees are to be paid in swiss francs or its equivalent in another currency deemed acceptable as payment by the executive committee.
Article 10 Expiration of the membership
The membership expires through:
Leaving the association
The association can be left at any time by written declaration, either via email or via postal mail addressed to a member of the executive committee. The member has left the association when his declaration has reached the association, or can be assumed to have reached the association according to the ordinary run of events.
Exclusion due to important reasons
If requested by the executive committee or by a group consisting of at least ten percent of all the members, the ordinary or extraordinary general assembly can exclude a member for important reasons with a majority of 2/3 of the members present at the general assembly. The member can take part in this vote. The member that is to be excluded has, in accordance with Swiss law, the right to have his arguments heard at the general assembly, either in person or via telephone or live stream. He can be accompanied to the hearing by a person of his choosing, who does not have to be a member of the association. If he does not wish to attend the hearing, he can submit his arguments in written form to the general assembly.
Non-payment of membership fees
If the membership fees are not paid after two written payment reminders of 30 days each, via email or postal mail, members can be excluded by the executive committee.
Article 11 The General Assembly
The general assembly is the highest organ of the association and consists of all members of the association.
Article 12 Responsibilities of the General Assembly
The general assembly has the following responsibilities:
- Approval of the protocol of last year's general assembly.
- Approval of the annual report of the executive committee.
- Approval of the annual financial statement and the auditor’s report.
- Approval of the association's budget for the coming year.
- Discharge of the executive committee.
- Election of the internal or external auditor.
- Election of the members of the executive committee.
- Changing or amending this charter.
- Determination of the yearly membership fees.
- Excluding members according to article 10 of this charter.
- Deciding on the items that are put on the agenda by its members or the executive committee.
- Dissolution of this association.
Article 13 Calling of Ordinary and Extraordinary General Assemblies
The general assembly is called yearly by the executive committee at least 30 days in advance. The executive committee or at least a fifth of all members can call for an extraordinary general assembly at least 20 days in advance. The persons calling for such an extraordinary general assembly have to state a reason for doing so.
For both types of general assembly, the agenda has to be disclosed to the members in written form (electronic or via postal mail) at least 10 days in advance.
For both types of general assembly, any member can put any item on the agenda, as long as he submits it 15 days in advance to the executive committee in written form (electronic or via postal mail).
Article 14 Chairperson of the General Assembly
The general assembly is chaired by the president of the association or by another member of the executive committee.
Article 15 Voting in the General Assembly
Members can be present in person or through a live two‐sided video stream, such as Skype or Google Hangouts.
Decisions of the general assembly are taken with a simple majority of present members, except when another majority is stated in this charter.
If there is no simple majority the chairperson of the general assembly has the casting vote. The votes are cast through raising of hands, in person or showing so on the live video‐stream. There can be no voting through proxy, member have to be there in person or on live two‐sided video stream.
Article 16 Changing or Amending the Charter
This charter can be changed or amended by a majority of two thirds of the present members at the general assembly.
Article 17 The Responsibilities of the Executive Committee
The executive committee has the following responsibilities:
- It leads all of the association's day to day business.
- It is responsible for the implementation and execution of the decisions of the general assembly and takes required measures to reach its purpose.
- It sets policies and regulations for the association that clarify this charter and the will of the general assembly.
- It represents the association externally.
- To reach the goals of the association, it can employ or mandate paid or voluntary legal or natural persons. When persons are employed it is its responsibility to ensure all applicable employment and insurance laws are respected.
- It prepares the general assembly.
Article 18 Structure of the Executive Committee and Election of its Members
The executive committee consists of at least three members which are elected for one year. They can be re‐elected indefinitely.
Article 19 Offices Within the Executive Committee
There are the following offices within the executive committee:
The President of the Association
The president is the main representative of the association and has the casting vote if the executive committee is undecided.
The Vice‐President of the Association
The vice president has the casting right, if the president cannot be present at a meeting.
The Finance Officer
The finance officer is responsible for the finances and keeping the books.
The recorder is responsible for the secretariat of the association, which among other things includes taking minutes at meetings, ensuring transparency and ensuring the registry of members is up to date.
Other offices deemed necessary by the executive committee
Within this framework of offices, the executive committee is free to constitute and organize itself. In general multiple offices can be held by one person. The offices of president and vice‐president have to be held by two separate people.
Article 20 Meetings of the Executive Committee
The executive committee meets as often as the affairs of the association require it. Real-time executive committee meetings can be conducted in person or via any kind of live electronic means, including telephone and chat.
The executive committee can also pass resolutions by written or any kind of electronic circular letter. To be able to pass resolutions by electronic circular letter, the executive committee has to adopt regulations governing the procedure of such a decision making process.
In case of disagreement during a meeting, any executive committee member can demand a vote. The vote is decided by the majority of present executive committee members. The president, or in his absence the vice‐president, holds the casting vote.
For votes regarding very important decisions for the association, the vote has to be taken by a majority of all executive committee members. In this case only the president holds a casting vote.
Article 21 Entering into Obligations Only by Joint Signature
Any legal act obligating the association by at least CHF 1000 or more can only be entered into by a joint signature of at least two executive committee members.
Article 22 Auditor
At every general assembly an internal auditor is elected from the members for one year. The auditor cannot be part of the executive committee. The auditor audits the books and the annual financial statement. He compiles a report for the annual assembly.
If a majority of members present at the general assembly demand it ‐ even without being on the agenda ‐ an external auditor can be mandated and given any auditing mandate said majority deems necessary.
Article 23 Dissolution of the Association
The dissolution of the association is decided by the general assembly and requires a quorum of two thirds of the votes of present members.
This charter was approved by the founding general assembly in Zurich on the 29th of August 2016 and has taken effect from this date forth.
The chairmain presiding the founding assembly:
The keeper of the minutes of the founding assembly: