Articles of Incorporation of Casa Alianza SwitzerlandVersion dated April 25, 2024

Article 1 - Name and General Purpose

Under the name “Casa Alianza Suisse,” a nonprofit association is hereby established in accordance with these bylaws and Articles 60 et seq. of the Swiss Civil Code, with its headquarters in Geneva.

Article 2 - General Purpose

Its purpose is to support programs for vulnerable children in Latin America operating under the name Casa Alianza or La Alianza. 

These programs were developed by Covenant House, headquartered in New York.

For the purposes of the United Nations Convention on the Rights of the Child, a child means every human being under the age of eighteen years, unless the age of majority is reached earlier under the applicable legislation (Article 1).

Article 3 - Activities

The activities of the “Casa Alianza Switzerland” Association consist, in particular, of fundraising, disseminating information, sending volunteers to the field, and any other activities necessary to achieve its social purpose.

Article 4 - Duration

The Association is established for an indefinite term.

Article 5 - Financial Resources

The Association’s resources include, but are not limited to:

• annual membership dues paid by members
• donations, bequests, and other contributions
• sponsorship
• public and private grants
• any other resources authorized by law

Members

Article 6a - Members

Natural persons or legal entities who demonstrate a genuine interest in the Association’s purpose, as defined in Articles 2 and 3 of these bylaws, and who are not employees of the Association, are eligible for membership.

All members are required to pay their annual dues, unless exceptionally exempted by the Board (see Article 18).

A person is recognized as a member once the Committee has received the membership application and the membership fee has been paid.

The Committee reserves the right to refuse an application for membership. The procedures for appeal are set forth in Articles 8b and 8c.

Article 6b - Honorary Members

Any person proposed by the General Assembly who has actively participated in or contributed to the Association’s activities, as well as any person influential in the Association’s economic life who fosters institutional contacts or sponsorship initiatives, may be appointed an honorary member by the General Assembly.

Honorary members are often called upon to advise the Committee on its decisions.

The appointment of honorary members must be included on the agenda of the General Assembly.

Honorary members may be from outside the Association.

Honorary members are exempt from paying membership dues.

Article 7 - Liability

Members are exempt from any personal liability for the Association’s obligations, which are guaranteed solely by its assets. Furthermore, members have no claim to the Association’s assets.

Article 8a - Loss of Membership

Membership in the Association is forfeited:

• upon resignation submitted in writing
• upon failure to pay dues for more than one year. In all cases, the dues for that year remain due. Members who resign or are expelled have no claim to the Association’s assets
• upon expulsion ordered by the Board
• upon death, in the case of a natural person
• upon dissolution, in the case of a legal entity.

Article 8b - Right of Appeal

In the event of expulsion or denial of membership, the person concerned may request the formation of a committee to hear an appeal. The request for an appeal must be submitted in writing to the president within one month of notification of exclusion. This committee must consist of two members of the Committee and three members of the Association elected at a general meeting or an extraordinary meeting.

The Appeals Committee’s decision is made by a simple majority.

Article 8c - Procedures for Expulsion

In the event of expulsion or denial of membership, the Committee or the appeals body is required to notify the person concerned of its decision in writing.

Neither the Committee nor the Appeals Panel is required to disclose the reasons for their decision.

Article 9 - Governing Bodies

The governing bodies of the Association are:

• the General Assembly
• The Committee
• The supervisory bodies

The General Assembly

Article 10 - Authority and Organization

The General Assembly is the supreme governing body of the association. It is composed of all members. It meets once a year in regular session. It may also convene in special session whenever necessary at the request of the Board or one-fifth of the members.

Notices of meetings are sent at least 3 weeks in advance and specify the meeting’s agenda.

Members may propose items for the agenda within one week of the notice of meeting being sent. The Board is required to include on the agenda any item that at least one-fifth of the members wish to discuss.

The Committee is required to convene an extraordinary meeting, specifying the agenda, if at least one-fifth of the members request it in writing, and must do so within a reasonable time.

The General Assembly may validly deliberate on matters other than those on the agenda if a majority of the members present approves, with the exception of the dissolution of the Association and the replacement of the Committee.

Article 11 - Venue

General Assemblies are held in Geneva or any other location in Switzerland or neighboring France chosen by the Committee.

Article 12 - Chair

The General Assembly is presided over by the Chair of the Committee or, in his or her absence, by another member of the Committee. The minutes of the meeting are kept by the Committee and must be signed (see Article 17).

Article 13 - Quorum and Decision-Making

The General Assembly is duly constituted regardless of the number of members present.

Decisions of the General Assembly are made by a simple majority of the members present, with the exception of votes on the dissolution of the Association and on the replacement of the Committee.

Any member represented by a written proxy is considered present.

Article 14 - Voting Rights

Each member is entitled to one vote provided they have been recognized as such for at least one month.

Voting by written proxy granted to another member is permitted. Each member may hold a maximum of two proxies.

Voting shall be by a show of hands, unless one-fifth of the members present request a secret ballot.

Article 15 - Functions

The General Assembly is responsible for setting the amount of annual dues, overseeing and coordinating the Association’s activities, approving the budget, and appointing the Committee.

The Executive Committee

Article 16 - Composition and Resignation

The Executive Committee consists of at least three members elected by the General Assembly for a two-year term, who are immediately eligible for reelection. The members of the Executive Committee divide the responsibilities among themselves as they see fit.

The Executive Committee shall include at least one president, one secretary, and one treasurer.

The roles of the various Committee members are determined annually at the first Committee meeting following the regular General Assembly.

The chairperson is elected by the members of the Committee for a two-year term and is immediately eligible for reelection. In the event of a resignation, the Committee shall appoint a new interim chairperson until the next Committee meeting following the regular General Assembly.

If necessary and to carry out its mission, the current Committee has the authority to appoint individuals it wishes to bring on board as Committee members. However, this decision must be ratified at the next General Assembly.

Any Committee member who wishes to resign must notify the Committee three months in advance.

The Committee proposes auditors and subsequently submits their nominations for election by the General Assembly.

Article 17 - Signature

The Association is validly represented and bound by the joint signature of two members of its Committee and/or any other officer or representative designated for this purpose by the Committee in a power of attorney.

Article 18 - Responsibilities and Powers

The Board manages the Association’s affairs in accordance with its purpose and proposes a program of activities. It has all powers not reserved by law or the bylaws for the General Assembly.

The Committee may exempt any member from paying their annual dues.

Article 19 - Meetings

The Board meets as often as business requires, at least once per quarter. Any member may request that a meeting be called.

Article 20 - Decision-Making

Decisions of the Board are made by a majority vote of its members present; in the event of a tie, the Chairperson has the casting vote. Only members present may vote.

Article 22 - Replacement of the Committee

The General Assembly may decide to replace the Committee. It must first vote to dissolve the Committee and then immediately elect a new, full Committee.

The dissolution of the Committee must be on the agenda of the meeting (regular or special), and the decision to dissolve the Committee requires a two-thirds majority of the members present.

Article 23 - Duty of Renewal

The Committee is responsible for ensuring the renewal of its membership. No formal requirements are imposed, but the Committee must ensure that it makes room for new ideas and new members, with the aim of maintaining a healthy Committee that is representative of the association’s members.

The Committee must also ensure the renewal of the presidency in accordance with the same principle.

Audit Bodies

Article 24 - Appointment and Deadline

The financial statements as of December 31 of each year shall be submitted to the General Assembly for approval within the following four months.

The General Assembly shall appoint two auditors responsible for submitting a written audit report on the Association’s balance sheet and financial statements.

The auditors are appointed for one year and may be reelected immediately.

Existence and Liquidation

Article 25 - Dissolution and Liquidation

In addition to the cases provided for by law, the General Assembly has sole authority to dissolve the Association, either upon a proposal from the Board or upon a written proposal submitted to the Board three months in advance by one-quarter of the members.

The Board shall issue a written notice, which shall be made available to the members at the Association’s headquarters at least ten days prior to the General Assembly. The notice convening the General Assembly shall include a reminder of this notice.

The decision to dissolve the Association may only be made by a two-thirds majority of the votes of the registered members. If two-thirds of the members are not represented at the meeting, a second General Assembly shall be convened, and the decision to dissolve the Association must be approved by two-thirds of the members present and represented.

Article 26 - Distribution of Funds

In the event of the Association’s dissolution, the available assets shall be allocated in full to a public-interest institution pursuing a purpose similar to that of the Association. Under no circumstances may the assets be returned to the founding members or to the members, nor may they be used for their benefit, in whole or in part, in any manner whatsoever. The General Assembly may, however, express its preferences regarding the use of these funds.

Article 27 - Fiscal Year

The fiscal year begins on January 1 and ends on December 31.

Article 28 - Acceptance of the Bylaws

An application for membership in the Association implies unreserved acceptance of the bylaws.

Article 29 - Legal Status

These Articles of Association were approved by the General Assembly on April 25, 2024.

 

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