For organizations

Statutes are the rules of the game for your organization. They outline who you are, what you do, and how decisions are made. Without statutes, you cannot officially register your organization with the Chamber of Commerce—and without registration, you cannot open a bank account, apply for grants, or enter into contracts.

Yet for many board members, statutes represent a blind spot. They are drawn up once, tucked away in a drawer, and never looked at again. That poses a risk—especially when the organization evolves but the statutes do not keep pace.

What must be included in the articles of association?

Statutory minimum requirements apply to associations and foundations. The law mandates that the articles of association include, at a minimum, the following:

• The name of the organization and the municipality where it is based
• The organization's objective
• Members' obligations towards the organization (for associations)
• The procedure for appointing and dismissing board members
• The allocation of assets upon dissolution

You are free to determine everything else yourself—and that is precisely where it gets interesting.

What can you decide for yourself?

Far more than most organizations realize. Consider, for example: the minimum and maximum size of the board, the length of a board term, whether board members can be reappointed, and how the voting procedure works.

A practical example: if your bylaws state that decisions are made by a simple majority but say nothing about what happens in the event of a tie, you could face a problem when it really matters. Address these kinds of situations in your bylaws before they arise.

Internal regulations: the practical layer

Many organizations also use internal regulations. While not a legal requirement, they are certainly useful. These regulations cover practical arrangements that are too detailed for the bylaws—and that you want to be able to amend more easily without having to visit a civil-law notary.

Consider aspects such as meeting frequency, member registration and cancellation procedures, membership fee amounts, and the powers of committees and working groups. Generally, you only need to submit amendments to the internal regulations to the general meeting of members—no notary is required.

The rule of thumb: include structural matters that rarely change in the articles of association. Include matters you wish to adjust regularly in the internal regulations.

Common mistakes

Articles of association that do not reflect actual practice. If your articles state that you meet four times a year but you never actually do so, it creates confusion. Keep the articles and reality as closely aligned as possible.

Insufficient attention paid to exit arrangements. What happens to the funds and assets if the organization is dissolved? This may seem like a remote or unlikely scenario, but failing to make arrangements can lead to conflicts later on. Specify a concrete destination for the assets—such as a similar organization or a charity.

Outdated statutes. An organization that started as a small neighborhood initiative but now has ten volunteers and a subsidy has different needs than it did at its inception. Schedule a time every five years to review the statutes and assess whether they are still appropriate.

Copying without reading. Many statutes were originally copied from another organization. That is not necessarily wrong—but you should read them carefully. A clause that works for a sports club may not be suitable for a social welfare organization.

When do you need a civil-law notary?

For a foundation, a civil-law notary is mandatory at the time of establishment. This is not the case for an association, though a notarial deed does provide the organization with greater legal protection. You also need a civil-law notary if you wish to amend the statutes of an organization established via a notarial deed.

Do you have a small, informal association without a notarial deed? In that case, you can amend the statutes and regulations through a resolution passed at a general meeting of members, provided your existing statutes allow for this.

Next step

Locate your articles of association and check when they were last revised. Do they still align with how your organization is currently structured?