Association Shan

Our Status

ASSOCIATION SHAN

FOR THE PROMOTION OF THE TRADITIONAL CHINESE MEDICINE IN THE INDIAN OCEAN 

ADRESS: 1426 Concise

NAME, SEAT 

Article 1 

An non-profit  association within the meaning of Articles 60 and seq. of the Swiss Civil Code is hereby created under the name ASSOCIATION SHAN. The Association is politically and religiously neutral. 

.

Article 2 

The Association’s seat is in Concise in the Canton of Vaud and is created for an indefinite period of time. 

Article 3 

Purpose of the Association :

  1. To develop and disclose the traditional Chinese medicine in the Indian Ocean
  2. To educate and train 
  3. To establish care structures (dispensaries , doctor’s offices, hospitals) ;
  4. To organize workshops in China and in the Indian Ocean 

ORGANISATION

Article 4 

Bodies of the Association :

  • The General Assembly 
  • The Board
  • The external auditors, insofar as required by Swiss law 

Article 5 

The resources of the Association may come from :

  • Donations and legacies ;
  • Sponsorships  ;
  • Public and private subsidies  ;
  • Membership fees 
  • Any other resources authorized by the law

All resources of the Association shall be used exclusively for its not-for-profit purposes. 

MEMBERS

Article 6 

Members of the Association shall consist of individuals or institutions who have an interest in the purpose and the activities of the Association and wish to support them. They are paying their annual fees and are members of the General Assembly with a deliberative voice. 

Article 7 

The Board shall review applications before submitting them to the General Assembly for approval.

Article 8 

Membership ceases

  1. upon death of the member  ;
    1. by resignation ;
    1. by exclusion 
    1. for important reasons such as any conduct that could harm the Association, its image or reputation or its interests  ;
    1. by non payment of the fees during more than one year.

The exclusion is decided by the Board with a right of appeal to the General Assembly within 30 days of the notification of the  exclusion.  

In any case the fee for the current year remains due by the exiting member. 

GENERAL ASSEMBLY 

Article 9 

The General Assembly is the supreme authority of the Association.

Article 10

The powers of the General Assembly are as follows  :

  • adoption of the agenda and approval of the minutes of the last meeting  ;
  • lecture and approval of the various reports, accounts and budgets  ;
  • discharge the Board and the external auditors  ;
  • nomination of the president and the members of the Board as well as the external auditors  ;
  • adoption and amendment of the present statutes ;
  • decision on admission and exclusion of members 
  • decision regarding  membership fees  ;
  • management of  all other matters mentioned in the agenda  ;
  • dissolution of the Association 

Article 11 

The ordinary meeting of the General Assembly shall be held at least once a year within six months following year-end closing.

Extraordinary meetings of the General Assembly may be called by the Board as often as requested. The extraordinary meeting of the General Assembly may be called at the request of at least 1/5 (one fifth) of the members.

Article 12

The Board shall convene the meetings of the General Assembly with a 21 calendar day’s notice The agenda of the meetings must be sent with the invitations. The invitations are sent by e-mail. 

The Board can decide that the General Assembly can  be held by visio conference provided that all requirement for onsite general assembly meetings are fulfilled. 

Article 13

The Board must put into the agenda of the meeting of the General Assembly or the extraordinary meeting any proposal by a member sent at least 10 day sbefore such assembly. .

Article 14

The President of the Association or another member proposed by the President will be the chairman of the Board. 

The secretary or another member of the Board will prepare the minutes of the General Assembly and sign the minutes with the President of the assembly. .

Article 15

All decisions shall require a simple majority of all votes expressed. In case of a tie, the Chairman shall have a casting vote. 

The decisions relative to the amendments of the statutes or the dissolution of the association can only be taken by the majority of 2/3 (two third) of the members present at the assembly 

Article 16

The votes are taken place by show of hands. Upon request of minimum 1/5 (one fifth) of the members they can take place by secret ballot vote. There is no proxy  voting. 

BOARD 

Article 17

The Board shall be composed of at least 3 (three) members and at most 7 (seven)  members nominated for 2 years. 

Article 18

The Board designates amongst its members a secretary, a treasurer and, if requested, a         vice-president. The Board meets as many times as necessary. 

If necessary the meetings can be held by an electronic voting process. 

Article 19

The members of the Board are voluntary members. They act on a pro-bono basis with the exception of reimbursement of their effective costs and travel expenses. For activities that exceed the usual scope of the function each Board member may receive appropriate compensation to be submitted to prior approval of the General Assembly. 

Paid employees of the Association may only sit on the Board in an advisory capacity. .

Article 20

The Board is the executive body of the Association  :

  1. It has the right and duty to manage the affairs of the Association  ;
  2. To convene and organize the General Assembly and the extraordinary meetings 
  3. To take the necessary measures to achieve the purposes of the Association and to ensure the correct application of the present statutes  ;
  4. To take all relevant decisions which are not of the competence of the General Assembly 

Article 21

In case of vacancy during the term of office the Board may appoint a replacement member by co-optation until the next meeting of the General Assembly. 

Article 22

Two members of the Board with collective signatory powers : the President or vice president together with the treasurer or the secretary. 

Article 23

The Board can hire and fire employees, voluntary members  of the Association. It has the possibility to hire a person of the Association or any external person on a limited term basis. 

AUDITORS

Article 24

The Association must submit the accounts to the external auditors if the Art. 69b CCS are fulfilled. 

The General Assembly shall appoint the independent external auditor in charge of verifying the annual accounts of the Association. 

The accounts are prepared by the treasurer of the Association and verified each year by the auditors appointed by the General Assembly. 

MISCELLANEOUS PROVISIONS 

Article 25

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

DISSOLUTION AMD LIQUIDATION

Article 26

The Association may only be dissolved by a two-third /2(3) majority vote of all members.

The Board shall proceed with the liquidation of the Association 

Remaining assets will be entirely assigned to a non-profit entity, which pursues similar public interest purposed and which is tax exempted. In no event may the assets of the Association be returned to its founding members or members, nor should they use some or all of the assets for their own benefit in any way. 

The present statues have been approved by the constituent meeting of the Association on January 20, 2024. 

The original French version shall prevail. 

For the Association 

The President                                                The Secretary 

(Maholida Amad)                                           (Marion Burkhardt)