Swiss Friends

Ruth Züblin, president

Peter A. Marschel, vice president

Sonny Andersen, finances

Rolando Benedick, member

Alexander Pereira, member

Giuseppe Zocco, member

___

Désirée Allenspach, secretary

Association of Swiss Friends of Teatro del Maggio Musicale Fiorentino

Secretary's Office
c/o Diamond-Office Allenspach
Römerstrasse 73
4114 Hofstetten
Switzerland

Email: office@amicidelmaggiofiorentino.ch

Mittner & Partner Treuhand
Brandisstrasse 8
7000 Chur
Switzerland

Email: nm@mittner-partner.ch

Tel. +41 81 257 04 00

1. NAME AND SEAT

Article 1

An Association with the name of

Swiss Friends of Teatro del Maggio Musicale Fiorentino

["Schweizer Freunde des Teatro del Maggio Musicale Fiorentino"]

has been established in accordance with Article 60 et seq. of the Swiss Civil Code.

Article 2

The Association has its seat in Chur.

2. PURPOSE

Article 3

The purpose of the Association is to promote the interest of the Swiss public in and its access to the Teatro del Maggio Musicale Fiorentino in Florence and to support the Teatro del Maggio Musicale Fiorentino ideally and financially. The purpose shall be achieved in particular by:

a)
support of events and lectures and in particular by the realization of concerts of the Maggio Musicale Fiorentino in Switzerland;

b)
promotion of music students with Swiss citizenship and/or residence in Switzerland by means of scholarships for vocal training at the Teatro del Maggio Musicale Fiorentino;

c)
promotion and support of the Teatro del Maggio Musicale Fiorentino, in particular by means of grants to the repertoire and the promotion of projects; and through

d)
payment of financial contributions from the Association's assets and the granting of special benefits to musicians and artists, especially to those from Switzerland or with a connection to Switzerland.

The Association is free in the distribution of funds. There is no obligation to pursue all mentioned purposes or to equally support the pursued purposes. The Association strives for a predominant support of beneficiaries and projects related to Switzerland.

The Association operates exclusively on a non-profit basis. It does not pursue any commercial activities or self-help purposes and does not make any profits.

The Association is denominationally and politically neutral.

3. Membership

Article 4

Natural or legal persons with capacity to act, including public institutions, may be admitted as members. Membership is neither alienable nor hereditary.

Article 5

The application for admission as a member shall be addressed to the Association's president. The Committee decides on the admission of new members at its own discretion. It may refuse admission without stating reasons.

Persons who have rendered outstanding services to the Association or the Teatro del Maggio Musicale Fiorentino may be appointed as honorary members by the General Meeting. The appointment by the General Meeting shall be made upon a justified request of the Committee.

Article 6

The Association shall levy annual membership fees, the amount of which shall be determined in accordance with Article 10(g) by the General Meeting upon proposal of the Committee. The annual fees are divided into the following categories:

contributions for young members (until the age of 20);

normal fees for natural persons.

Voluntary contributions in excess of these membership fees are accepted as donations. The General Meeting may define donor categories for different donation amounts.

Honorary members according to Article 5 paragraph 2 are exempt from paying a membership fee, but have all membership rights.

Article 7

Membership conveys its holder the right to attend events of the Association and to profit from possible benefits regarding the Teatro del Maggio Musicale Fiorentino. The Committee may define such special benefits for individual donor categories according to Article 6.

Article 8

Resignation from the Association may be made at any time. The resignation of members may be declared by written notice to the Committee under observation of a period of notice of one month at the end of the current business year, i.e. on December 31. The declaration of resignation does not release the member from financial obligations for the current business year.

Membership ceases upon death or loss of legal personality.

By unanimous decision of the Committee, members may be expelled from the Association by written notice to the person concerned without stating any reasons. The exclusion becomes effective if the excluded member does not appeal in writing to the General Meeting within 10 days of receipt of the written notice from the Committee. In this case, the General Meeting shall make the final decision on the exclusion. The person to be excluded must be heard by the General Meeting.

4. BODIES AND THEIR POWERS

Article 9

The Association's bodies are:

A) General Meeting;
B) Committee;
C) Auditors.

A. General Meeting

Article 10

The General Meeting is the supreme body of the Association. The General Meeting shall have the following powers:

(a)
election and dismissal of the committee;

(b)
election and dismissal of the Auditors;

(c)
decision on the scope of the audit in accordance with Article 16, provided that the Association is not obliged to submit its accounts to a full audit;

(d)
acceptance of the annual report, the annual financial statement and the Auditors' report as well as the approval of the annual budget;

(e)
discharge of the committee;

(f)
amendment of the Articles of Association, in particular also the amendment of the categories of membership fees and donors;

(g)
determination of the annual membership fees;

(h)
treatment of exclusion appeals;

(i)
decision on the dissolution of the Association;

(j)
decision on business affairs that are submitted to the General Meeting by the Committee, as well as on business affairs that are reserved by law for the General Meeting.

Article 11

The Association's business year shall begin on January 1 and end on December 31 of the following calendar year. The beginning and end of the first business year shall be determined by the Committee. The ordinary General Meeting shall be held annually in the first six months after the end of the relevant business year.

The Committee may convene extraordinary General Meetings at any time. Upon written and reasoned request of at least one fifth of the members of the Association, the Committee must convene an extraordinary General Meeting within one month of receipt of the request.

Members must be invited to the General Meeting in writing at least 14 days before the meeting, enclosing at least the agenda and, in the case of the ordinary General Meeting, also enclosing the annual report.

Motions submitted in writing to the Committee by at least ten members of the Association and at least 30 days prior to the General Meeting shall be included in the agenda. The same applies to nominations for the election as member of the Committee. Acting members of the Committee shall be considered to have been duly nominated unless they have resigned. Only candidates who have been nominated or are considered to have been nominated to have been nominated in accordance with the above, or whose election is requested by the Committee, are eligible as members of the Committee.

The General Meeting is chaired by the president of the Association. If the president is unable to attend, the vice-president takes over the chair. If the vice-president too is unable to attend, the committee appoints a chairperson from among its members.

Article 12

All members are entitled to deliberate and vote at the General Meeting. The members have one vote each. Proxy voting with a written power of attorney is permitted.

Members of the Committee shall not be entitled to vote with respect to Article 10(e).

Irrespective of the number of members present, the General Meeting shall constitute a quorum in respect of items on the agenda if it has been duly convened. Participation in the General Meeting by telephone and video is permitted, provided that the participants can clearly and unambiguously be identified.

The General Meeting shall pass its resolutions and hold its elections by a simple majority of the votes validly cast, without regard to the number of members present, unless a different quorum is required by law or the Articles of Association. In the event of a tie, the vote of the president or the chairperson shall count twice.

In the election of the members of the Committee the absolute majority is decisive in the first ballot, in a second ballot the relative majority is decisive.

Votes and elections shall be open. However, any member may request a secret ballot. The General Meeting shall decide on such a request by open ballot.

The written consent of all members to a motion is equivalent to a resolution of the General Meeting. Written consent by e-mail satisfies this requirement.

Minutes of the General Meeting shall be kept and signed by the chairperson and the keeper of the minutes.

B. Committee

Article 13

The Committee consists of a minimum of two and a maximum of fifteen natural persons. The members of the Committee are elected by the General Meeting for one year at a time. Re-election is possible. Members of the Committee do not have to be members of the Association nor, in the case of memberships of legal entities, represent such an entity.

The Committee constitutes itself.

The Committee elects a president from among its members for a term of one year. Re-election is possible. Only members of the Committee who have not yet reached the age of 75 may be elected as president.

The Committee may also elect a vice-president, an actuary and a quaestor from among its members for a period of one year. Re-election is possible.

Membership of the Committee is honorary and is not remunerated with the exception of reimbursement of actual expenses and cash outlays.

Article 14

The Committee is the managing body and represents the Association externally and internally. It is responsible in particular for the following tasks:

a)
preliminary discussion of the business affairs of the General Meeting, setting the agenda and convening the General Meeting;

b)
election of commissions or panels to carry out special tasks;

c)
all business affairs that are not expressly assigned to another body of the Association by the Articles of Association or by law.

The Committee shall designate those persons with legally binding signatory powers for the Association and shall determine the type and form of the signatory powers.

The Committee may appoint a secretary who does not have to be a member of the Committee or of the Association. The Committee may also appoint commissions from among its members for special tasks and may also involve persons who are not members of the Committee.

Article 15

Meetings of the Committee shall be convened by the president as often as business requires or at the request of two members of the Committee. The convocation shall ensue in writing, by fax or by e-mail, stating the agenda, so that it reaches the members of the Committee at least 10 days before the date of the Committee meeting.

If all members of the Committee are present, the Committee shall constitute a quorum to pass resolutions on items on the agenda, even if it has not been duly convened. Participation in the Committee meeting by telephone and video is permitted, provided that the participants can be clearly and unambiguously identified. Proxy representation with a written power of attorney is permitted.

The president chairs the meeting of the Committee. In case that the president is unable to attend, the Committee appoints a chairperson from among its members.

The presence of the majority of its members shall be required for a quorum of the Committee. Participation by telephone and video is also permissible, provided that the participants can be clearly and unambiguously identified.

In the case of votes and elections, the majority of the votes cast shall be decisive; in the event of a tie, the chairperson shall have the casting vote. Resolutions may be passed by circular letter – if no member requests oral deliberation – by fax or e-mail. In the case of circular resolutions, the decision shall be taken by a majority of all votes.

Minutes shall be kept of the proceedings and resolutions of the Committee, which shall be signed by the chairperson (in the case of circular resolutions: by the president) and by the keeper of the minutes.

C. Auditors

Article 16

The Association must submit its accounts to a full audit by external Auditors if two of the following figures are exceeded in two successive business years:

a)
balance sheet total of CHF 10 million;

b)
turnover of CHF 20 million;

c)
average annual total of 50 full-time staff.

The Auditors shall report to the Committee on the audit for the attention of the ordinary General Meeting. The General Meeting elects the Auditors for a period of one year. Re-election is possible.

5. FINANCES AND LIABILITY OF THE ASSOCIATION

Article 17

To achieve its purpose, the Association has the following income in particular:

(a)
membership fees;

(b)
donations, gifts and bequests;

(c)
any contributions from charitable foundations or public institutions;

(d)
fund-raising through donation campaigns.

The Association's accounts are closed annually on December 31.

Article 18

The funds may only be used for the purposes specified in Article 3.

Members of the Association have no claim to the funds of the Association upon resignation.

Funds remaining after the dissolution of the Association shall be distributed to a tax-exempt non-profit institution in Switzerland with the same or similar purpose. A distribution among the members is excluded.

Article 19

The Association is only liable for its obligations with its assets.

Personal liability of the members is excluded.

6. AMENDMENT TO THE ARTICLES OF ASSOCIATION, CHANGE OF PURPOSE AND DISSOLUTION

Article 20

Amendments to the Articles of Association shall, subject to the subsequent paragraph, require the approval of two-thirds of the votes validly cast.

An amendment of the purpose of the Association requires the approval of three quarters of the validly cast votes.

Article 21

The dissolution of the Association can only be decided in a General Meeting convened exclusively for this agenda item. The resolution to dissolve the Association requires the approval of three quarters of the validly cast votes.

The General Meeting at which the dissolution is decided shall determine the use of the Association's funds in accordance with Article 18 paragraph 3.

7. Entering into force

These Articles of Association were adopted at the founding assembly of December 13, 2021 and entered into force as of that date.

The Articles of Association were adopted in German. In case of divergence between the German original and the English translation, the German text prevails.