Re: AGM / comments on the translation of bylaws
On 29/05/13 12:09, Gaudenz Steinlin wrote:
> Hi
>
> Daniel Pocock <daniel@pocock.com.au> writes:
>
>> The aim of the translated document distributed with the notice of AGM is
>> to provide an exact translation of the German document into English.
>>
>> Specifically, it aims to be as unambiguous as possible, without adding
>> any extra meaning that doesn't already exist in the German version. On
>> the other hand, it doesn't aim to improve any ambiguities/omissions that
>> exist in the German version (one is hinted at below)
>>
>> If people have other suggestions for improvements or changes, they will
>> need to be deferred to a future general meeting or the 2014 AGM - but
>> there is no reason why people should not write down any
>> observations/concerns they have while reviewing this document, given
>> that people are looking at it anyway.
>>
>> The regulations can be found at
>> http://www.admin.ch/ch/e/rs/2/210.en.pdf (jump to Chapter Two:
>> Associations, page 18)
>>
>> It doesn't say very much about the procedure for changing the bylaws,
>> Art 67(3) states
>> "Resolutions may be taken on matters for which proper notice has not
>> been given only where this is expressly permitted by the articles of
>> association"
>>
>> There is no definition of "proper notice" in the regulations or in the
>> German version of the bylaws.
>>
>> This leaves me feeling that the only decision that Sunday's meeting can
>> vote on is whether to accept or reject the translation that was
>> distributed by Gaudenz with the notice of the meeting. This is one
>> issue that could be revised in a future version of the bylaws, maybe
>> adding a rule that allows motions to be proposed by email up to 7 days
>> before the AGM.
> There is one motion that is certainly properly announced: the change of
> the seat. For other motions this is probably true if we want to be on
> the really safe side. On the other hand changes to the bylaws are on the
> agenda, so one could also argue that any change is properly announced.
I don't want to speculate just what the limits really are in practice,
this is just one of the ambiguities that I had hinted at in the
beginning of the email
One of the reasons I went looking for the regulations on this is that
many organisations, and even some countries, have a higher threshold for
passing changes to bylaws than for any other type of change. E.g. a
normal motion may only need 1 week's notice by email and a 50% majority
to pass, whereas a change to bylaws may need 3 weeks notice by
registered mail and a 66% majority.
I didn't see any such rule in the Swiss regulations though, and without
having such a rule in the existing German document, it appears we are OK
to proceed
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