ARTICLES OF ASSOCIATION COUNTERPARTY CASH ASSOCIATION (CCA)
I. NAME AND DOMICILE
Under the name "COUNTERPARTY CASH ASSOCIATION (CCA)” exists a non-profit association (Verein), which is a legal entity according to articles 60 ff. Swiss Civil Code (“CCA”). Its duration is unlimited.
The Association is domiciled in 6300 Zug.
The COUNTERPARTY CASH ASSOCIATION (CCA) intends to support the introduction, development and dissemination of cryptographic technologies, blockchain and other distributed ledger technologies by organizing of events of any kind, supporting start-ups and other companies, initiating, financing and supporting of (research) projects as well as networking nationally and internationally.
Members of the Association CCA can be natural persons and legal entities, which acknowledge and support the Association’s purpose.
Applications for membership shall be directed to the Association’s President. The Board decides on the applications for membership.
Every Member has to pay an annual fee of CHF 100.00. Membership fees will be due on demand for payment and shall be paid within 30 days.
Membership terminates by:
- Event of death
The resignation must be in writing and with a three-month period of notice.</p>
The Board can extend exclusion to every member, who acts dishonorably or against the Association’s interests. The resolution of exclusion generally requires the prior hearing of the member. The exclusion needs to be in writing and addressed to the member. The exclusion is effective immediately. An appeal to the General Assembly is not possible.
IV. CORPORATE BODIES
The corporate bodies of the Association CCA are:
- The General Assembly
- The board
- The Auditors (optional)
A. The General Assembly
The General Assembly will take place yearly within the first six months of the year.
The board will give notice no later than 20 days prior to the date of the General Assembly including the items of the agenda.
Motions for consideration must be directed to the President at latest two weeks prior to the General Assembly.
An extraordinary General Assembly can be convened based on a resolution of the Board, on a motion of one fifth of the members or a motion of the Auditors. The notice has to be provided no later than 10 days prior to the meeting.
The General Assembly shall have the following powers:
- Approve the annual report, the annual financial statement, the balance sheet and the report of the auditors
- Resolutions discharging the Board and the Auditors
- Determination of the annual budget
- Election of the President, the other Board members and the Auditors
- Handle motions of the Board and the members, handle appeals
- Ammend the Articles of Association
- Dissolve the Association
Resolutions at the General Assembly shall be passed by the absolute majority and by open ballot. On request of the majority of the present members the vote can be secret. Upon equality of votes the President has the final ballot. All present members have the same vote. Power of attorney is only valid when performed through another member.
A member who is involved in a transaction or litigation with the Association has no right to vote in the event of resolution about the discharge of the transaction or litigation.
The Board will be composed of a minimum of two members and will be elected by the General Assembly for a one-year period. The Board is self-constituted. The Board has a quorum when at least two members are present. Upon motion of the President or on request of a member of the Board the Board will convene.
The Board will complement itself, when members of the Board resign during the mandate. The election shall be approved by the General Assembly at their next meeting.
The Board will be composed of:
- Vice President
- Secretary (Actuary)
Accumulation of functions is acceptable.
The Board has generally all powers that are not expressly assigned to the General Assembly. It includes the following:
- Preparation and execution of the regular and extraordinary General Assembly
- Establishment and amendment of articles of association, motions and rules
- Addmission and exclusion of members
The Board represents the Association to the outside.
The President and Treasurer are each individually signatory.
The Auditors have to be elected by the General Assembly. The Association has to have its accounting audited in the event that two of the criteria listed below are exceeded:
- Balance sheet total of 10 Million Swiss Francs;
- Turnover of 20 Million Swiss Francs;
- 50 full-time employees on yearly average.
- If the criteria are not met and on request of a member that is subject to personal liability or additional payment liability, Auditors have to still be elected which shall perform a limited audit of the accounting.
- If the criteria are not met and all members are in agreement, the election of the Auditors can be foregone.
The Auditors can be comprised of one or more natural persons or legal entities or partnerships. The Auditors must be independent according to articles 69b para 3 CC in conjunction with 728 respectively 729 Swiss Code of Obligations (“CO”).
The Auditors have to have their residence, domicile or registered branch in Switzerland. If the Association has multiple Auditors at least one of them need to fulfil above criteria.
If the association is obligated to perform a regular statutory audit, the General Assembly as the auditor needs to elect an authorized expert auditor respectively a regulated audit company according to the laws of the Swiss Audit Control Law (Revisionsaufsichtsgesetz) of December 16, 2005.
If the association is obligated to perform a limited statutory audit, the General Assembly as the auditor needs to elect a controller according to the laws of the Swiss Audit Control Law (Revisionsaufsichtsgesetz) of December 16, 2005.
The Auditors will be elected for one year. Their mandate terminates with the acceptance of the annual financial statement. A re-election is possible. A dismissal is possible any time and without notice.
The fiscal year shall coincide with the calendar year. On December 31st, financial statements shall be completed and an inventory taken.
V. THE ASSETS OF THE ASSOCIATION
The assets of the Association are made up of membership fees, surpluses of the profit and loss accounts, any gifts, sponsoring, event fees and legacies.
Only the Association’s assets shall cover for the liabilities of the Association. The members personal liability for the liabilities of the Association is excluded.
Members whose membership expires before the dissolution of the Association shall not be entitled to any of the Association’s assets.
VI. AMENDMENT OF ARTICLES OF ASSOCIATION AND DISSOLUTION
The amendment of Articles of Association requires the presence of at least three quarters of all members. A three-quarters majority is required for the acceptance of such motion.
If the number of persons entitled to vote does not reach the required majority, then a second General Assembly with the same agenda must be convened within six weeks. The General Assembly has a quorum, regardless of the number of present members.
In the event of the dissolution of the Association, the General Assembly determines the distribution of the liquidation proceeds.
These Articles of Association were approved in the present form during the foundation meeting.