Statutes IG Fitness Switzerland
Name and location
Art. 1 Name and location
Under the name “Interessengemeinschaft Fitness Schweiz” there is an association within the meaning of Article 60 et seq. of the Swiss Code of Obligations. ZGB with headquarters in Zurich.
Art. 2 Purpose
The aim of the association is to increase and secure the quality of health-promoting exercise offers. For this purpose it carries the brand and the Qualitop label, issues regulations on the award of the same and concludes agreements with certifiers on the award of the same.
In addition, the association is committed to safeguarding and promoting the common interests of fitness centres and organisations for other movement offers.
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Art. 3 Membership
Membership is open to all legal entities or sole proprietorships which operate a fitness centre certified with the Qualitop label or an organisation certified with the Qualitop label for other movement offers.
Branch associations, professional associations or educational institutions which do not run a fitness centre or a certified organisation for other exercise offers themselves cannot become members of the association. They are welcome to join the advisory board.
- The association has the following membership categories:
- Founding members
- New members with fitness center
- New members without a fitness centre who offer other exercise activities.
Art. 3a Founding members
The founding members contribute the brand and the label Qualitop to the association and have committed themselves to the seller to use the label Qualitop for at least four years from the date of purchase in accordance with the above-mentioned purpose of the association, subject to payment of a contractual penalty. In addition, they have granted the association an interest-free loan (hereinafter “start-up loan”) so that it can finance the brand and the Qualitop label.
They therefore form a special category of members, to whom the special rights according to Art. 3c, Art. 5h, Art. 6a and Art. 6c accrue vis-à-vis the new members. The founding members of the association are:
- Exersuisse AG
- Kieser Training AG
- Silhouette Wellness SA
- update Fitness GA
- Genossenschaft Migros Aare
- Genossenschaft Migros Luzern
- Genossenschaft Migros Zürich
- Genossenschaft Migros Basel
- Genossenschaft Migros Ostschweiz
With the expiry of the membership of a founding member pursuant to Art. 3d below, the special rights of the founding member pursuant to Art. 3c Art. 5h, Art. 6a and Art. 6c shall automatically also lapse.
Art. 3b New members
Certified fitness centres and certified organisations for other exercise offers automatically become members after certification, but can declare at any time during certification that they do not wish to become members (“opt-out”).
The Executive Board informs the General Assembly about the members admitted since the last General Assembly.
New members with fitness centres are legal entities or sole proprietors who operate one or more fitness centres certified with the Qualitop label.
New members without a fitness centre are legal persons or sole proprietors who run an organisation certified with the Qualitop label for other movement offers, but not a fitness centre.
Art. 3c Duties of the members
Each member is obliged to contribute to the realisation of the statutory purpose and to preserve the association’s reputation.
Each member is obliged to pay the annual membership fee. The amount of the annual membership fee shall be determined at the request of the Board of Directors and resolution of the General Meeting.
For the founding members, the new members with fitness center and the new members without fitness center, who offer other movement offers, different membership fees can be fixed. The fixing of higher membership fees for the founding members requires the consent of all founding members. The founding members are entitled to set off their membership fees or parts thereof against any claims the founding members may have against the association.
Art. 3d Termination of membership
- Membership expires through:
- the loss of the Qualitop certification for the fitness centre managed by the member or for the organisation of other movement offers
- Death in the case of natural persons, loss of legal capacity in the case of legal persons
The resignation takes place by written declaration to the executive committee. However, the membership fee for the current year remains due. Membership can be terminated with six months’ notice to the end of the calendar year.
The exclusion can take place without reason. The executive committee is responsible for the exclusion. It makes the final decision, there is no possibility of appeal to the general meeting. If membership fees remain due for more than two years, this leads to exclusion from the association.
Art. 4 Organs
- The organs of the association are:
- the general meeting
- the Board of Directors
- the managing director
- the Auditors
- the Advisory Board
Art. 5 general meeting
The general meeting is the supreme organ of the association. It consists of all members of the association and meets physically after convocation by the executive committee or is carried out after decision of the executive committee as a ballot in writing or by e-mail. The ballot is included in the concept of the general meeting.
Art. 5a Convocation
The ordinary general meeting takes place annually within the first six months of the year. The invitation to the general meeting shall be issued at least 30 days in advance in writing or by e-mail by the executive committee stating the agenda.
An extraordinary general meeting shall be convened at the decision of the executive committee, at the request of one fifth of the members or at the request of the auditors. The invitation must be issued at least 10 days before the meeting.
Art. 5b Requests
Motions to be submitted to the Ordinary General Meeting must be submitted in writing to the President at least two weeks in advance. In the case of an extraordinary general meeting, this period shall be five days.
Art. 5c Tasks and competencies
The tasks and competences of the General Assembly are as follows:
a) Approval of the minutes of the last general meeting;
b) The fixing of the annual membership fee;
c) Election of the President, the other members of the Board of Directors and the Auditors;
d) Acceptance of the annual report, the annual financial statements and the report of the statutory auditors;
e) Decision on the approval of the actions of the members of the Board of Directors and the auditors;
f) Treatment of motions of the Executive Board and the members;
g) Decision on important transactions submitted to it by the Executive Board;
h) Adoption and amendment of the Articles of Association;
i) Dissolution of the association.
Art. 5d Chair of the General Meeting
The general meeting shall be chaired by the president or by a chairman of the meeting appointed by the executive committee.
Art. 5e Implementation
Resolutions at the general meeting are passed by open ballot. Voting shall only take place by secret ballot if this is expressly requested by the majority of the members present.
Substitution is not permitted for natural persons. The legal entities exercise the right to vote through an authorised representative.
The member concerned shall be excluded from the right to vote when passing a resolution on his own discharge, on a legal transaction or on a legal dispute between a member and the Association.
Art. 5f Right to vote
The voting rights of the founding members and the new members with fitness centres are calculated according to the number of fitness centres managed and certified by this member. For each fitness center managed and certified by them, they are entitled to one vote. The number of votes per member with several fitness centres is determined at the beginning of each calendar year by the Executive Board. The Board of Directors issues regulations for this purpose which lay down the details for determining the number of votes.
New members without a fitness centre who offer other exercise offers each have one vote.
Art. 5g Decision-making
Subject to Art. 5h below, the General Meeting shall decide by two-thirds majority of the votes of the members present on the following business matters:
- Amendments to the Articles of Association;
- Merger with a similar association;
- Dissolution of the association (and use of the liquidation proceeds).
Other resolutions of the general meeting require a simple majority of the votes cast.
Votes of the members present.
In the event of a tie, the Chairman has the casting vote.
Art. 5h Decision quorum for the change/abrogation of the special rights of the founding members
The special rights granted to the individual founding members in accordance with Art. 3a in connection with Art. 3c, Art. 6a and Art. 6c (cf. Art. 3a) may be amended/abrogated as follows for all or individual founding members:
a) Before the expiration of the first 5 business years after the foundation of this association and
(cumulative) before the full repayment of the start-up loan granted by the individual charter member: with the approval of two-thirds of the votes of the members present and with the additional approval of the charter member(s) concerned.
b) At the end of the first 5 financial years after the foundation of this association and (cumulatively) after complete repayment of the start-up loan granted by the respective founding member(s): with two thirds of the votes of the members present.
Art. 6a Composition of the
The Executive Committee (incl. President) shall consist of a maximum of 11 members; if possible, it shall have at least 7 members. It is elected for a term of two years; re-election is possible.
The founding members exersuisse AG, Kieser Training AG, Silhouette Wellness SA and update Fitness AG are each entitled to one seat on the Management Board, and the cooperatives Migros Aare, Lucerne, Zurich, Basel and Eastern Switzerland together are entitled to two seats on the Management Board. The remaining maximum of 5 board members are elected by the general meeting from candidates freely standing for election.
With the exception of the president, the members of the board must be representatives or organs of an association member. If a board member no longer fulfils these requirements, his board membership automatically expires and the represented association member has the right to nominate a substitute board member of his choice.
If a founding member leaves the association, the board membership of his representative expires automatically and the other founding members have the right to nominate together (simple majority) a substitute board member of their choice. The entitlement of the founding members to a total of at least six seats on the board remains intact.
Art. 6b Constitution and convocation
With the exception of the president, who is elected by the general meeting, the executive committee constitutes itself. It shall be convened at the request of the President or at the request of at least two members of the Executive Committee or the Auditors.
Art. 6c Decision-making
The Executive Board has a quorum if at least half of all Executive Board members and at least 3 Executive Board members nominated by the founding members are present. Resolutions of the board are passed by a simple majority of those present. In the event of a tie, the President may cast the deciding vote. Circulation resolutions require the unanimous consent of all members of the Board.
Art. 6d Tasks and competencies
The executive committee is responsible for the implementation and execution of the resolutions of the general meeting. It manages the association and takes all necessary measures to achieve the purpose of the association. The executive committee has all powers which are not expressly transferred to another organ of the association. These are in particular:
a) The preparation and convening of ordinary and extraordinary general meetings (also in the form of a ballot));
b) the decision on the admission and possible exclusion of members;
c) the control of conduct in accordance with the statutes, the drafting of regulations and the administration of the association’s assets;
e) the election of the managing director.
Art. 6e Representation
Der Vorstand vertritt den Verein nach aussen. Die Vorstandsmitglieder zeichnen mit einem weiteren Vorstandsmitglied oder mit dem Geschäftsführer kollektiv zu zweien. Vorstandsmitglieder dürfen sich von anderen Vorstandsmitglieder bei Sitzungen des Vorstandes vertreten lassen. Hierzu ist eine vorgängige schriftliche Mitteilung per E-Mail an den Präsidenten ausreichend.
Art. 6f Commission and working groups
The Board may convene commissions and working groups at any time. The Board has the right to dissolve these commissions and working groups at any time. It issues its own regulations for this purpose.
Art. 7 Managing Director
The Executive Board may delegate its tasks and competences to a managing director, insofar as this is permitted by law. If the executive committee renounces a managing director, the president leads the business of the executive committee.
The managing director is elected by the executive committee and is subordinate to it. He participates in the general meetings and the board meetings in an advisory capacity.
Art. 8 Auditors
The general meeting may elect a natural or legal person, who does not have to be a member of the association, as auditor for a term of office of 2 years. Re-election is permitted. The financial year begins on 1 January and ends on 31 December. The annual accounts are closed on 31 December and an inventory drawn up. The annual accounts are audited by the auditors.
The auditors submit a written report on the audit of the annual accounts to the general meeting and submit a motion to the general meeting to grant or refuse the discharge to the executive committee and the managing director.
Art. 9 Advisory council
The Board of Directors may appoint an Advisory Board. The Advisory Board serves the Board as a consultative body. The president also leads the advisory board at the same time.
Members of the Advisory Board may be natural or legal persons as well as legal communities who are close to Qualitop and/or have an interest in the prosperity of the Qualitop brand and label and/or wish to promote the Qualitop brand and label, namely health insurance companies.
Art. 10 Club assets
The Association’s assets consist of the annual membership fees, the proceeds from the Association’s activities (in particular financial compensation from recognised certifiers), income from the Association’s assets, any donations or legacies and, if applicable, subsidies from public authorities.
Art. 11 Liability
Only the association’s assets are liable for the association’s liabilities. The personal liability of the members for the liabilities of the association is excluded.
Coming into effect
Art. 12 Coming into effect
These statutes were approved in the present version at the founders’ meeting and immediately put into effect.