General

Article 1: Name

Biotechnet Switzerland (the Association) is an association as defined by Art. 60 to 79 of the Swiss Civil Code; it is registered at the domicile of its president.

Article 2: Purpose

The primary purpose is to promote biotechnology competency in Switzerland as a business location.

Membership

Article 3: Membership

The Association recognizes full, affiliated, group, international and friendship memberships.

Full members are natural or legal persons (institutions, universities, and research organizations) that provide the administrative, scientific and financial management of Biotechnet Switzerland. They are active in and undertake to promote basic research, applied research, services, and specialized training in the areas covered by the skills network. Full members can be for example departments, schools, institutes, or similar with typically up to 500 employees (several research groups).

Affiliated members are natural or legal persons that are active in and undertake to promote basic research, applied research, services, and specialized training in the areas covered by the skills network. Affiliated members have typically up to 50 employees (more than one research group).

Group members are natural or legal persons that are active in basic research, applied research, services, and specialized training in the areas covered by the skills network. Group members have typically up to 15 employees (a single research group).

International partners are natural or legal persons that are active in education, research, development or services in the field of biotechnology outside of Switzerland. They collaborate with Biotechnet Switzerland on the organization of international activities such as symposia, summer schools, and scientific exchanges.

Friends of Biotechnet are foundations, associations, incubators, business accelerators, or similar non-for-profit organizations active in promoting the field of biotechnology, with whom Biotechnet Switzerland has complementary missions that warrant join promotional activities and informal exchanges.

Article 4: Admission

Applications for admission must be submitted to the head office of Biotechnet Switzerland by completing the online form on the Biotechnet website. The Executive Board decides whether to grant admission to an applicant (vote of two thirds majority) and it is not obliged to give reasons for rejecting an application. Membership status is granted with immediate effect after admission and payment of the pertinent fee.

Article 5: Loss of Membership

Membership ends through:

• a written letter of resignation giving a six-month period of notice to the end of the calendar year
• the death or ending of the legal person
• exclusion by the Executive Board for a reasonable cause

Article 6: Technology Platforms

Biotechnet Switzerland promotes agile exchange on specific scientific or technological topics in the framework of its Technology Platforms. Biotechnet Platforms are independent, self-organized subgroups of Members with a common scientific or technological interest that pursue the implementation of focused activities. Typically, Biotechnet Platforms form to address a specific challenge and may organize symposia, networking events, technology training, educational activities, etc. as they see fit. The creation and dissolution of a Biotechnet Platform needs to be approved by the Executive Board.

Article 7: Rights

Full members have voting and election rights at the General Assembly. They can cast 2 votes and receive information about the proceedings (official minutes). Full members have the right to lead or co-lead a Biotechnet technology platform and to organize platform events. They have the right to receive complementary tickets to Biotechnet Platform events, depending on budget availability. They have the right to 25 group listings in the Biotechnet online directory.

Affiliated members have voting rights at the General Assembly. They can cast 1 vote and receive information about the proceedings (official minutes). Affiliated members have the right to lead or co-lead a Biotechnet technology platform and to organize platform events. They have the right to receive reduced rates for Biotechnet Platform events, depending on budget availability. They have the right to 3 group listings in the Biotechnet online directory.

Group members do not have voting rights at the General Assembly but have the right to participate and make proposals to the General Assembly and receive information about the proceedings (official minutes). They have the right to receive reduced rates for Biotechnet platform events, depending on budget availability. They have the right to 1 group listing in the Biotechnet online directory.

International partners and Friends of Biotechnet do not have voting rights at the General Assembly but receive information about its proceedings (official minutes). They have the right to 1 member listing in the Biotechnet online directory.

Article 8: Obligations

Full, affiliated, group, and international members pay the membership fee defined by the General Assembly.

Friendship members are not required to pay a membership fee.

Article 9: Liability

The liability of the full, affiliated, group, international, and friendship members is restricted to the membership fee.

Organization

Article 10: Statuatory and Subsiduary Bodies

Biotechnet Switzerland has the following statutory bodies:

• General Assembly: composed of all members
• Executive Board: composed of the president, the vice-president, the treasurer (no voting right) and one representative of each full member
• Head Office: composed of the president, the vice-president, the treasurer, and the communication officer (optional)
• Auditors: an independent entity, nominated by the Executive Board
• Advisory Council: Nominated by the Executive Board
• Biotechnet Technology Platforms: Creation upon approval by the Executive Board. Each Biotechnet Platform is represented by a leader (or co-leaders) nominated by the platform who is invited to report on progress and requests at Executive Board / Steering Committee meetings
• Steering Committee: composed of the Executive Board and Biotechnet Platform leaders

General Assemblies

Article 11: Covening Meetings

The General Assembly is held once a year, in the second quarter of the calendar year. A postponement of the date can take place if approved by the Executive Board.

Extraordinary general assemblies take place on the decision of the Executive Board, or if requested by a third of the voting members, who shall submit the agenda items to be discussed.

A General Assembly may decide to convene a further General Assembly.

Meetings are convened in writing (by mail or digitally) by the Executive Board at least 20 days in advance, stating the place and time and the business to be discussed.

Article 12: Responsibilities

The General Assembly is responsible for:

• Approval of the Executive Board’s annual report, the annual financial statements and report of the auditor; granting the Executive Board discharge
• Approval of the budget and setting the membership fees
• Election and dismissing the President, the Vice-president, the Executive Board and the auditors
• Approval of amendments to the Articles of Association
• Decisions regarding the strategic direction of the Association and the focus of its activities
• Dealing with proposals from members (Art. 15)
• Replying to questions from members (Art. 16)

Decisions are recorded in the proceedings (minutes).

Article 13: Chair

The General Assembly is chaired by the President, the Vice-President, or by another member of the Executive Board in his/her absence.

Article 14: Agenda Items

The General Assembly may consider only those items that appear on the agenda.

Article 15: Proposals

Members may submit proposals to the General Assembly; these must be sent to the head office in writing by no later than 28 February of the year in question.

Article 16: Questions

Questions must be sent to the head office in writing by no later than 10 days before the General Assembly.

Article 17: Adoption of Resolutions

The General Assembly is quorate irrespective of the number of members present. Each member entitled to vote must designate the voting participants at the beginning of the General Assembly. Voting participants will be recorded in the minutes. Resolutions are adopted by a simple majority of the votes cast.

• Each full member has 2 votes.
• Each affiliated member has 1 vote.
• A majority of two thirds of the votes cast is required for amendments to the Articles of Association.
• Resolutions are passed openly, unless the General Assembly agrees to a secret vote or election upon request.

The Chair has the casting vote in the event of a tie.

Executive Board

Article 18: Composition

The Executive Board consists of the President elect, the Vice-President elect, the Treasurer, and one representative from each of the full members of Biotechnet Switzerland.

Article 19: Term of Office

The term of office of the President, the Vice-President and the Treasurer is two years. They are eligible for re-election multiple times.

Article 20: Convening Meetings

Article 21: Adoption of Resolutions

The Executive Board is quorate if at least half of its members are present. Resolutions are passed by simple majority. The President has the casting vote in the event of a tie. The Treasurer does not vote.

Resolutions may also be passed in writing by circular vote (by email). Circular resolutions are passed by a majority of all Executive Board members. The President has the casting vote in the event of a tie. The Treasurer does not vote.

Resolutions are recorded in the minutes.

Article 22: Responsibilities

The Executive Board is responsible for all business which is not expressly attributed to another body by the Articles of Association.

It has the following rights and obligations, among others:

• Operational implementation of the association’s strategy
• Preparing the proceedings of the General Assembly and relevant proposals
• Supervising the head office

The Executive Board is empowered to appoint subsidiary bodies and delegate tasks and competencies to these bodies. In this case, the Executive Board issues regulations governing the conduct of business. 

Advisory Council

Article 23: Advisory Council

The Advisory Council consists of 3-5 representatives from relevant branches in industry and research.

It supports Biotechnet Switzerland with advice and helps by providing project coaching and assistance in the case of disputes. The Advisory Council is invited to participate at the General Assembly and at least at one of the Executive Board Meetings.

The members of the Advisory Council are chosen by the Executive Board and serve for a term of 4 years. They are eligible for re-election.

Auditors

Article 24: Audit

The General Assembly elects a recognized fiduciary company as auditor or specifies an independent auditor. The auditor prepares a written report for the attention of the General Assembly.

Head Office

Article 25: Management

The Head Office is responsible for managing the operational business of Biotechnet Switzerland.

Signatory Powers

Article 26: Signing

The Executive Board has joint signatory authority with two signatures. As a rule, the President and Vice-President or the President and the Treasurer sign.

The President and Treasurer have individual signatory power for settling financial claims via the accounts at the associations (specific bank accounts).

Financial Matters

Article 27: Funds

The Association’s funds consist of:

• membership fees
• the proceeds of events and training courses
• development contributions for projects and from projects
• contributions from third parties (Confederation, cantons, public and private institutions, and organizations)

Article 28: Financial Year

The financial year/business year is the same as the calendar year.

Article 29: Liability

The Association’s assets alone are liable for the Association’s commitments. Any further liability on the part of the members is excluded. Any surplus in the Association’s accounts is carried over to the account for the following year.

Final Provisions

Article 30: Dissolution

The dissolution of the Association is resolved by an extraordinary General Assembly convened for this purpose. A majority of three quarters of those present is necessary to resolve on dissolution. The Association may be dissolved at any time. The General Assembly decides in good faith on the utilization of the assets by a two thirds majority.

Article 31: Jurisdiction

The place of jurisdiction is the location of the head office.

In case of doubt, the English version of the Articles of Association prevails.

Article 32: Entry into Force

These Articles of Association approved on 16 August 2022 replace the previous Articles of Association of Biotechnet Switzerland and enter into force on 1 September 2022.

Bern, August 16, 2022

Laura Suter-Dick, President, Biotechnet Switzerland

Franz Baumberger, Treasurer, Biotechnet Switzerland