I. LEGAL PERSONALITY, PURPOSE AND REGISTERED OFFICE
An association called SWISS INFORMATION PROVIDERS USER GROUP, SIPUG has been established in accordance with the law on associations (Art. 60 to 79 of the Swiss Civil Code, CC).
The purpose of the Association is:
- Representing the mutual interests of its members vis-à-vis providers of information and systems, in particular in the context of stock exchange information and transaction systems, as well as vis-à-vis providers of infrastructure systems for trader organisations;
- Representing the interests of Switzerland in similar international associations;
- Establishing a transparent pricing and billing policy, at least on a par with other countries;
- Implementing improvements with regard to quality and costs.
The representation of mutual interests primarily concerns:
- Price policies of providers of information and systems with the aim of enforcing sensible, comparable and fair prices;
- Information and price policies of international stock exchanges; administration of stock exchange fees (contracts);
- Multiple usage, dissemination and processing of information;
- Transparent application of and price structure for contributing;
- Technical solutions (hardware and software) in the areas of feed management, data feeds in general and the transmission and distribution of information;
- Current and timely product information.
Courses and conferences of mutual interest can be presented or offered. The Association periodically informs the members about development trends in their area of expertise. The Association is available to issue position papers regarding product developments of general interest on behalf of its members. The Association is a non-profit organisation.
The registered office of the Association is located at the place of residence of the Chairman, provided that the Chairman lives in the canton of Zurich. If the Chairman does not live in the canton of Zurich, the registered office can be transferred to the place of residence of a member of the Association Board or the place of residence/domicile of the Secretariat, provided that these are located in the canton of Zurich.
Full membership, delegate membership
Members must meet the following conditions for membership:
- Status as a professional user of financial information services with registered office in Switzerland or the Principality of Liechtenstein.
Members with the status of “service provider” must meet the following additional conditions:
- Manages, maintains and services system operations on behalf of one or more clients and offers advisory/accounting/project management/integration services;
- Offers the products and services of multiple vendors (vendor-independent);
- Sells its own system and display products.
Full membership is available to companies, associations, other organisations and self-employed individuals. Membership is exercised exclusively by the delegate members appointed by the full members.
Delegate members have to be employed by the full member that delegated them. An advisory contract with a full member is not sufficient for admission. If the person concerned works exclusively in the relevant area of expertise for the full member, the Association Board can propose admission to the Association Meeting. This is intended to avoid problems concerning the confidentiality obligation (Art. 20). Delegate membership is dependent on full members and ends when full membership is terminated.
Companies, associations and other organisations that are active in related areas of expertise and whose members are mostly identical to potential SIPUG members can become associated members.
Applicants for full membership must send a written admission request to the Secretariat, naming at most three delegate members whom they wish to appoint.
The decision on the admission or rejection of a new member and its delegates is taken exclusively by the Association Meeting (Art. 65 CC).
Members can resign from the Association at any time by sending a written notice to the Association Board six months before the end of a calendar year. Their resignation will take effect at the end of the calendar year (Art. 70/2 CC).
Exclusion of a member is decided with legal effect by the Board if at least a simple majority of the Board members votes in favour of exclusion and the member to be excluded does not appeal to the Association Meeting by filing a written objection with the Board within ten days. In all other cases, the Board has to submit the application for exclusion to the Association Meeting.
Members who no longer meet the required conditions automatically lose their membership.
III. GOVERNING AND EXECUTIVE BODIES
The governing and executive bodies of the Association are the Association Meeting, the Association Board and the auditors.
The Association Meeting is responsible for the following:
- Electing the Chairman, Vice-Chairman and members of the Association Board and the auditors;
- Issuing generally applicable regulations and guidelines;
- Approving the admission and exclusion of members, unless this is done by the Board;
- Deciding on objections against Board decisions where such objections are permitted;
- Determining the fees for full members;
- Setting up working groups to investigate specific issues;
- Establishing the focal topics of the Association’s activities;
- Approving the annual report and the annual financial statements;
- Amending the Articles of Association and dissolving the Association (for the quorum, see below).
Invitation, agenda items
The agenda is determined by the Board during a Board meeting expressly called for this purpose at least three weeks before the Association Meeting. The other members are subsequently asked if they wish to add any items to the agenda.
Four ordinary Association Meetings are held every year, whereby the first meeting of the year serves as the General Meeting that has to decide on the approval of the annual financial statements and the budget.
The Board can also call extraordinary Association Meetings; extraordinary Association Meetings have to be called if requested in writing by at least three full members or one-fifth of all the members.
The Secretary keeps the minutes. The minutes are deemed to have been approved if none of the members objects in writing to the Board within 20 days.
Full members have only one vote, which may be exercised by only one of its maximum of three delegate members.
The Association Meeting passes resolutions by a simple majority of the votes cast. The Chairman also votes and has the casting vote if votes are tied.
For elections, the first ballot is decided by an absolute majority and the second ballot by a relative majority. Lots are drawn in the event of a tied vote.
Voting on the admission and exclusion of members and elections to the Board take place by secret ballot, unless an open ballot is decided.
Resolutions regarding amendments to the Articles of Association require the attendance of at least one-fifth of the members and a two-thirds majority of all the members present. The dissolution of the Association can only be decided by a majority of two-thirds of the members, either in an Association Meeting or by way of a written strike ballot.
- ASSOCIATION BOARD
The Board consists of the Chairman, the Vice-Chairman and the Treasurer as well as a maximum of five other members.
When composing the Board, attention must be paid to a balanced representation of sectors and company types. To this end, members can form groups, with each group consisting of at least 1/8th of the members of the Association. Each of these groups can delegate a member to the Board.
The Board is elected for a term of office of two years, usually during the first Association Meeting of the election year.
Members who have the status of a “service provider” cannot be elected to the Board.
If there is a vacancy on the Board, the by-election takes place during the next Association Meeting, but the term of office of the new member only counts from the beginning of the next election period.
The Board reconstitutes itself every year at its first meeting. The new officers are immediately entered in the Commercial Register.
Duties and powers
The Board represents the Association vis-à-vis third parties. It handles all matters that have not been delegated to the Association Meeting by the Articles of Association or in some cases by the Board itself, in particular:
- Representing the interests of the Association;
- Preparing the Association Meeting and the matters to be decided by the Meeting;
- Preparing the annual report and the annual financial statements;
- Supervising the execution of their tasks by the members;
- Electing the Secretary for a term of office of one year;
- Delegating one of its members to similar organisations;
- Settling disputes between members;
- Excluding members, subject to an appeal to the Association Meeting.
Convocation, passing of resolutions
Board meetings are called by the Chairman or their deputy as and when needed or upon request of two Board members.
The majority of the Board members have to be in attendance in order to pass resolutions and carry out elections.
The Board passes resolutions by a simple majority of the votes cast. The Chairman also votes and has the casting vote if votes are tied.
At the same time as the election of the Board, the Association Meeting elects auditors for a term of two years, who have to audit all financial statements and expense vouchers.
The auditors prepare the annual financial statements on behalf of the Board for submission to the Association Meeting.
The Secretary takes care of the day-to-day business of the Association. The Secretary can work full-time, in which case they will be paid a salary.
The Secretary’s tasks are listed in the job description drawn up by the Board; this job description can be adapted to changing circumstances when necessary. The members can at any time inspect this job description and submit a motion for its amendment to the Association Meeting.
The job description has to include at least:
- Managing the Association’s Secretariat;
- Recording the minutes of the meetings of the Board and the Association;
- Preparing proposals for submission to the Board and/or the Association Meeting;
- Producing the annual financial statements (balance sheet/income statement);
- Preparing the annual budget in cooperation with the Board;
- Submitting applications for admission of new members;
- Preparing a management report of the Secretariat’s activities.
The Association’s income consists of:
- The annual membership fee determined by the Association Meeting, which has to be confirmed in the Articles of Association pursuant to Art. 71 CC;
- Fines imposed by the Association;
- Extraordinary contributions approved by the Association Meeting;
- An admission fee to be approved by the Association Meeting.
The annual fee is CHF 4,000 per full member.
Members who qualify as “service providers” pay double this amount, regardless of their mandates, but not more than CHF 9,600.
Delegate members do not pay a membership fee.
The fee for associated members is agreed amicably between the Board and these members.
The annual fee is levied at the beginning of every calendar year. New members joining the Association before 30 June pay the full fee for the current year; members who join after 1 July pay half of the annual fee.
The financial obligations of members who have resigned or were excluded always apply until the end of the calendar year.
The annual accounts are closed on 31 December.
Members who have resigned or were excluded do not have any claims to the association funds.
- CONFIDENTIALITY OBLIGATION
The performance of the Association’s purpose requires the partial disclosure of the internal relationships of full members to the delegates sent by other full members, in particular regarding current installations.
This information qualifies as business secrets that have been disclosed to the respective delegates in person and may therefore not be used by them for any purpose other than the discussion and achievement of the Association’s purpose.
Every delegate member therefore confirms in writing that all information they receive about the internal relationships of other Association members shall be treated in the utmost confidence, in particular vis-à-vis all external parties, including information providers and system suppliers.
Members that meet the requirements for status as “service provider” are obliged to sign a special contract.
All delegates are obliged to store written documents in such a manner that they cannot be accessed by third parties. A delegate may only attend meetings after having signed the declaration of confidentiality.
Persons who violate this provision can be sentenced by the arbitration tribunal to pay a personal fine of up to CHF 10,000; sanctions under civil and criminal law are reserved (Art. 273 Swiss Criminal Code, SCC).
The sending full member is jointly and severally liable for the fine of its delegate member.
The obligation to maintain confidentiality continues to apply after termination of membership or after the delegate member is no longer employed by the full member.
The Secretary endeavours to implement organisational measures to ensure that the internal matters of members are only available in summarised and anonymous format to all meetings.
- ARBITRATION TRIBUNAL
An arbitration tribunal settles disputes of the Association.
To set up the arbitration tribunal, each of the two parties appoint an arbitrator; these two arbitrators elect a third person to chair of the arbitration tribunal.
If no agreement can be reached, the president of the Zurich Chamber of Commerce will decide on the composition of the arbitration tribunal.
The arbitrators are subject to the same confidentiality obligations as the members.
In all other respects, the provisions of the Concordat on Arbitration of 27 March 1969 apply, while the rules of the Zurich Chamber of Commercial shall apply subsidiarily.
VII. FINAL PROVISIONS
If the Association is dissolved, the Association Meeting shall decide on custody of the archives and the use of the assets in compliance with the Association’s purpose.