Articles of Association. Cloud Security Alliance Switzerland Chapter. (CSA Switzerland Chapter)

Transcription

1 CSA Switzerland Chapter Articles of Association Cloud Security Alliance Switzerland Chapter (CSA Switzerland Chapter) Version 1.0 May 24, 2013

2 CSA Switzerland Chapter I. Name and domicile Art. 1 1 In accordance with the current Articles of Association and the regulations of Art. 60 ff of the Swiss Civil Code (Schweizerisches Zivilgesetzbuch; ZGB), an association has been created under the name of Cloud Security Alliance, Switzerland Chapter (CSA Switzerland Chapter) (referred to as CSA Switzerland Chapter in the following). 2 The domicile of the association is at the domicile of the president of the association. II. Objectives Art. 2 1 The objectives of CSA Switzerland Chapter with main focus on Switzerland are to promote the use of best practices for providing secure Cloud Computing in compliance to the Swiss law. 2 More specifically, the objectives of the CSA Switzerland Chapter are: a) Promote a common level of understanding between Cloud providers, Cloud integrators and Cloud consumers for information and data security, legal compliance and governance; b) Promote independent research into best practices for Cloud security, in collaboration with Cloud providers, Cloud consumers, Cloud integrators, governments, research and education institutions; c) Launch awareness campaigns and educational programs on the appropriate use of Cloud Computing; d) Coordinate global Cloud Security matters with CSA Global. 3 This association is not organized for profit, and no part of the net earnings of this corporation shall inure to the benefit of any private shareholder or individual. This association shall do nothing inconsistent with obtaining and maintaining exemption from tax under relevant Swiss tax codes. III. Membership Art.3 Membership in the CSA Switzerland Chapter is based upon an individual or organizational entity having interest or active involvement in information systems security in the educational, private, or public sector. In addition, membership is contingent upon interest in the purposes and objectives of the CSA Switzerland Chapter as stated in Article II and observance of the Code of Ethics as a prerequisite for and as a condition of continued affiliation with the CSA Switzerland Chapter. Membership is defined in policy by the Board of Directors, is subject to the provisions of the Articles of Incorporation and Bylaws and is not transferable or assignable.

3 CSA Switzerland Chapter Art Categories of membership 1 Individual persons might be active and inactive Members. Both have active voting rights. An active Member needs to have legal residency in Switzerland and must have a relationship to Cloud Security. 2 Active students and sponsors/donators of CSA Switzerland Chapter have no Member rights, but access to the general assembly and chapter meetings. 3 Followers have access to the LinkedIn group of CSA Switzerland Chapter but no Member rights at all. Art How to become an individual Member Applicants must address written or electronic applications for membership and meet admission criteria defined by the Board of Directors to become an active or inactive individual Member. CSA Switzerland Chapter can refuse membership to an applicant without giving reasons. Art How to be accepted as active student Active students must reside in Switzerland and file a motivation letter, evidence of student status and conduct studies on cloud security related topics. Art. 7 Termination/Loss of membership 1 Individual Members may give written notice of termination of their membership of CSA Switzerland Chapter at any time to the Board of Directors. This becomes legally effective at the end of the current membership year. The membership fee for the current year is due regardless of the given notice. 2 Membership automatically terminates with the death of the Member or if the individual Member fails to pay the annual subscription after not responding to a second written reminder. But the membership fee remains due for the current period. 3 Individual Members and active students can be excluded from the association at any time without giving reasons. The Board of Directors is responsible for the decision to exclude an individual Member or active student; the individual Member or the active student may appeal against exclusion to the General Meeting. 4 Whatever the reason, the individual Member is liable to pay the full CSA Switzerland Chapter subscription for the current membership year.

4 CSA Switzerland Chapter IV. Membership fees, liability, association assets 1. Membership fees Art. 8 To enable it to achieve its purpose, CSA Switzerland Chapter may collect: a) annual membership fees (from active and inactive Members); the amount is given in the Appendix to this Articles of Association and is fixed annually by the Annual General Meeting; the Board may have the power to make promotions and offer different membership fees for a limited period of time; b) Donations and sponsorship of any type from third parties; c) Gifts, legacies or other bestowments from sponsors, friends, inactive Members or honorary Members; d) Organizations of Events. 2. Liability Art. 9 The liability of CSA Switzerland Chapter in terms of financial obligations extends only to the association s assets. Any liability on the part of individual Members is excluded, respectively limited to the membership fee. 3. Association assets Art. 10 The individual Members of CSA Switzerland Chapter especially individual Members who have given notice or who have been excluded, have no claim on the association s assets. 4. Accounting year Art. 11 The accounting year corresponds with the calendar year. The first year ends V. Organisation Art. 12 The official bodies of CSA Switzerland Chapter are: A) the General Meeting; B) the Board of Directors; C) the Auditing Committee; A. General Meeting 1. Status Art. 13 The General Meeting is the supreme official body of CSA Switzerland Chapter.

5 CSA Switzerland Chapter Competence Art. 14 The General Meeting is empowered to do the following in particular: a) Election or removal of the Members of the Board of Directors as well as the Auditing Committee; b) Approval of the report on the association s activities over the past year and the annual accounts; c) Release of the Board of Directors; d) Approval of the budget and fixing of the membership fee; e) Approval of changes to this Articles of Association; f) Hearing appeals against exclusion; g) Approval of agenda items submitted by individual Members in accordance with Art. 13, Sec. 2 of this Articles of Association; h) Discussion and approval of all other business submitted to the General Meeting by the Board of Directors; i) Approval of dissolution of CSA Switzerland Chapter and the use of the association s assets. 3. Convening of the General Meeting Art CSA Switzerland Chapter convenes the annual general meeting. Extraordinary General Meetings are convened as required. 2 Items for the agenda must be submitted in writing to the Board of Directors at the latest 30 days before the annual general meeting (date of postmark). 3 An Extraordinary General Meeting will be convened if decided by the Board of Directors or required by at least more than the majority of the individual Members or the Auditing Committee. Any individual Member may submit items for the agenda. 4 Applications to convene an Extraordinary General Meeting must be made in writing to the Board of Directors. 5 Minutes must be prepared on the discussions, decisions and elections at General Meetings. The minutes must be signed by the chairperson of the meeting and the minutes secretary. 4. Form of convocation Art Individual Members, active students, sponsors and donators must be invited in writing or by electronic communication by the Board of Directors at least 20 days before the General Meeting and must be supplied with an agenda (date of postmark/date of electronic communication).

6 CSA Switzerland Chapter If an application is made to convene an Extraordinary General Meeting, the Board of Directors must convene the Extraordinary General Meeting within 20 days of the application and provide an agenda. 5. Voting rights/active voting rights Art Every active and inactive Member has one vote. Voting right prerequisites paid membership fee. Voting by proxy (with a written and legally valid signed proxy) is possible. 2 When votes are being taken on business that affects the Members of the Board of Directors, the Members of the Board of Directors do not have the right to vote. In particular i) the President cannot vote for him/herself, ii) Board Members may not enter into a contract on behalf of CSA Switzerland Chapter that benefits them personally, iii) Board Members cannot vote to release themselves from their liabilities. 6. Chair Art. 18 The President or their deputy chairs the General Meeting. 7. Resolutions Art Resolutions (votes and elections) are approved by the General Meeting by simple majority of those present plus votes by proxy; abstentions are excluded from the calculation of the majority. 2 The General Meeting can pass resolutions only on agenda items that were announced at the time of convocation of the General Meeting. 3 The General Meeting can pass a resolution on the dissolution of CSA Switzerland Chapter if two-thirds of those present at the General Meeting plus the votes by proxy agree to this. 4 The chair has the casting vote. 5 Voting will be conducted by show of hands unless a secret ballot was agreed upon. B. Board of Directors 1. Composition Art The Board of Directors consists of the President, a Vice President and at least four other Members.

7 CSA Switzerland Chapter The Board and Committee Members and the President are elected for a term of office of 2 years. Every active Member can be elected as President or Board and Committee Member. In case of resignation of a Board or Committee Member or the President during his term of office a substitute shall be elected at the next General Assembly for the remaining period. 3 The expulsion of a Board or Committee Member or the President may be proposed by either the Board, the Committee or any individual Member at any time within the scope of an Extraordinary or Ordinary General Assembly. 4 The President will in case of expulsion or extraordinary resignation be substituted by the Vice President. 2. Powers of the Board of Directors Art The Board of Directors is responsible for day-to-day business and represents the association externally. 2 The Board of Directors is responsible for all tasks not attributed by the Articles of Association to the General Meeting or the Auditing Committee. 3 In particular, the Board of Directors is responsible for the following: a) Preparation and execution of the General Meeting; b) Appointment of inactive Members, sponsors and friends; c) Expulsion of Members; d) Organisation of events; e) Keeping of annual accounts; f) Provision of proof of accountability for the association s affairs; g) Decide about membership applications. 4 The Board of Directors may divide up these tasks amongst its individual Members itself. It can define further functions/roles and requirements specifications related thereto. 5 The Board of Directors may also delegate individual or partial responsibilities, including any associated signing rights, to the secretariat or other third parties, who do not need to be Individual Members of CSA Switzerland Chapter. In such cases, however, the Board of Directors is required to supervise these activities, at least by random inspections/spot checks. 6 The Board of Directors can mandate third parties for specific limited purposes or mandates. 7 The Board of Directors meets as often as necessary on the invitation of the President.

8 CSA Switzerland Chapter Proxy Art. 22 Members of the Board may vote by proxy provided that a written and legally valid proxy is available. 4. Meetings and chair Art The Board of Directors meets as frequently as required by business. 2 The convening of meetings of the Board of Directors must be accompanied by an agenda. 3 The President or another Member of the Board of Directors chairs the meetings. 5. Resolutions Art A quorum exists in the Board of Directors (for voting and elections) if at least five of its Members (President or his/her representative as well as at least four other Members) are physically present). 2 Resolutions are passed by the Board of Directors by simple majority. Abstentions are not included in the calculation of the majority. 3 Where a Board Member has any pecuniary interest in any matter or business involved in the assignment or is related within the third degree by blood or marriage to any party to the assignment, or has any other conflict of interest which might impair the Board Members objectivity in the assignment then the Board Member must abstain. 4 Resolutions can also be put to the vote by circulating a voting sheet. The majority is based on the actual number of votes cast. Abstentions cast as such are not included in the calculation. 5 Minutes must be kept on discussions and resolutions. C. Auditing committee Art One or several individual Members of CSA Switzerland Chapter or external qualified persons will be appointed as the Auditing Committee. 2 The Auditing Committee check the annual accounts and present the President for the attention of the General Meeting with a written report. 3 Each Member of the auditing committee is elected for 1 year, i.e. from the day of election to the day of the next ordinary General Meeting. They can be re-elected.

9 CSA Switzerland Chapter VII. Date of the Articles of Association Art. 26 This Articles of Association of CSA Switzerland Chapter was approved at the founding meeting on May 24, 2013 and has been in force from that day onwards. Berne, May 24, 2013 Klaus Gribi President Dominik Birk Vice President

10 CSA Switzerland Chapter Appendix 1 Membership type Active and inactive individual Members 1. Association year Membership fee free Active and inactive individual Members 2. and following years CHF 35 Active individual Members who are board Members CHF 100 Active students Donators/Sponsors free Based on sponsoring guidelines