French version of the Articles of Association of the ISB

Articles of Association of the ISB

Version: December 9, 2008; amended on September 10, 2014, amended March 2022

Statutes

PREAMBLE

The ISB is a non-profit organization for biocurators, developers, and researchers with an interest in biocuration.

I. NAME, SEAT, PURPOSE, MEANS, and RESOURCES.

Article 1 – Legal Name and Status

Under the name of the “International Society for Biocuration (ISB)” ((hereafter, the “Association”) is a non-profit making Association (Verein) set up and governed by these Articles of Association and by Article 60 et seq. of the Swiss Civil Code (hereafter, “CC”)

This is an independent legal entity with legal capacity. It is governed by Swiss law.

The Association is created for an indefinite period.

Article 2 – Seat

The Association seat is in the Canton of Geneva, Switzerland.

Article 3 – Means and Purpose

The Association is created to link the biocurator and the research ecosystem, promote the field of biocuration and provide a forum for information exchange through meetings and workshops.

The Association has no profit purposes.

The Association may pursue all lawful activities to achieve its purpose.

The objects of the Association are as follows:

1. Define the work of biocurators for the scientific community and the public funding agencies. 
2. Provide a discussion forum for interested biocurators, developers, scientists and students.
3. Organize regular meetings where biocurators will present their work and discuss their projects.
4. Lobby to obtain increased and stable funding for biocuration resources essential to research.
5. Encourage relationships between biocurators and journal publishers.
6. Organize regular workshops where new biocurators or interested students can be trained to use the standard tools needed for their work.
7. Support or promote ‘Gold Standards’ for databases, such as using unique, traceable identifiers and shared tools.
8. Provide opportunities to share documentation on standards and annotation procedures. Provide opportunities to foster connections with user communities to ensure that databases and accompanying tools meet specific user needs.
9. Promote new biocurator job openings.
10. Represent biocurators in vis-à-vis government agencies, public and private institutions, and partner organisations in Switzerland and other countries.
11. Cooperate with or join other organisations that represent the same or similar interests.
12. Perform all the tasks necessary to realize the objects mentioned above under letters 1 to 11 (above), including the possible recruitment of personnel on a contract of employment.

Article 4 – Resources

Resources of the Association may come from donations, legacies, sponsorship, partnerships, membership fees, and any other resources authorised by the law. The Association may also be remunerated for the services it provides.

All resources of the Association shall be used exclusively for its not-for-profit purposes.

Members shall not be entitled to the Association’s funds.

II. MEMBERS

Article 5 – Full Members

The founders are the initial Members of the Association.

Members of the Association (the “Members”) shall consist of individuals or institutions who have an interest in the purpose and the activities of the Association and wish to support them.

Members may join the Association by submitting an application through the Association website.

Members may be admitted at any time.

All Members have a legal right to resign subject to six months’ notice expiring at the end of the calendar year or, if an administrative period is provided for, at the end of such period.

Membership is neither transferable nor heritable.

Article 6 – Beginning of Membership

Any person willing to subscribe to the Association may be admitted provided they comply with all of the following:

1. They have paid the subscription fee as indicated in Article 8 below;
2. They have read and understood the present Articles of Association;
3. Their character and values are not at odds with the objects described in Article 3 above.

Fees are due once a year, and the General Assembly shall define their amount.

Article 7 – Ending of Membership

Membership ceases:

1. Upon the resignation of the Member addressed to the Executive Committee; or
2. Upon the death of the Member, if such Member is an individual and not the representative of an institution; or
3. Following non-payment of fees; or
4. By exclusion decided by the General Assembly:
   1. for the following reasons: any conduct that would harm the Association, a violation of the statutes, etc.; or
   2. without cause.

A resigning or expelled Member has no right to the Association’s assets.

Article 8 – Membership fees

The General Assembly decides on the principle of membership fees and their amount.

III. ORGANIZATION AND GOVERNANCE

Article 9 – Bodies of the Association

The bodies of the Association are:

1. The General Assembly
2. The Executive Committee
3. The External Auditors, insofar as required by Swiss law.

IV. THE GENERAL ASSEMBLY

Article 10 – Principles

The General Assembly is the supreme authority of the Association within the meaning of Article 64 et seq. CC.

It is composed of all the Members. Therefore, all of the members of the Association should be invited to the General Meeting.

Article 11 – Powers

The General Assembly consists of the Full Members of the Association.

The General Assembly delegates the power to administer and represent the Association to the Executive Committee.

The General Assembly remains with the following inalienable powers:

1. Adopt and amend the present Statutes.
2. Nominate, surveil and revocate the External Auditors.
3. Approve annual reports and audited accounts.
4. Admit and exclude Members.
5. Nominate, surveil, discharge and revocate members of the Executive Committee.
6. Decide on the dissolution or merger of the Association.
7. Manage all matters that are not the responsibility of other bodies.

Article 12 – Meetings

Ordinary meeting of the General Assembly. The Ordinary meeting of the General Assembly shall be held at least once a year, in person. In addition, the Ordinary Meeting may be held online, hybrid, or face-to face, provided this is agreed to by the party requesting the meeting or by the Executive Committee.

Extraordinary meeting of the General Assembly. Extraordinary meetings of the General Assembly may be called by the Executive Committee or at the request of at least 20 percent of all Members.

Convocation. The Executive Committee shall convene the meetings of the General Assembly with a one-month notice. The agenda of the meetings must be sent with the invitations. Invitations may be sent by post or by email.

Quorum. The General Assembly is validly instituted regardless of the number of Members present. A quorum may be provided for General Assembly meetings, where at least 20% of members must be present.

The Chair. The Chair, and in their absence the Secretary (as defined in Article 16 below), shall chair the meetings of the General Assembly.

Article 13 – Decision Making and Voting Rights

Voting rights. Each Member shall have an equal voting right at the General Assembly.

Power of attorney. Members may vote in person or by proxy.

Process. Voting takes place by a show of hands or using a secure online voting system. Upon request of at least 20% of the Members, voting may take place by secret ballot.

Majority of votes. All decisions shall require a simple majority of all votes expressed (including votes by proxy). Voting proxies will be given to the Secretary of the Executive Committee for validation. When a vote ends in a tie, the Chairperson has the casting vote.

Decisions by circular letter. Proposals to which all Members have adhered in writing, including email or some other electronic means, are equivalent to decisions taken by the General Assembly, per Article 66 para. 2 CC.

Conflict of interest. Following Article 68 CC, a Member may not vote for decisions relating to a matter or a legal proceeding regarding the Association where they, their spouse, parents or relatives in direct line are a party to the matter.

Minutes. The meetings of the General Assembly and its decisions are recorded in the minutes.

V. THE EXECUTIVE COMMITTEE

Article 14 – Principles

Role and powers. The Executive Committee (hereinafter the Committee) is the management body of the Association. It has the right and the duty to manage the Association’s affairs and represent it under the Statutes (Article 69 CC). In particular, the Committee shall take all necessary measures to achieve the purposes of the Association, ensure the correct application of the present Statutes and any other internal regulations, administer the property, assets and resources of the Association, manage the accounts, and convene and organise the General Assembly.

Its competencies mainly include:

1. Ensure the achievement of the objects described in Article 3 by setting up the appropriate working groups.
2. Maintain resources and sponsoring.
3. Enter into specific contracts such as hiring agreements, order forms in the names of the Association, payment orders, etc.
4. Keep the accounts, that is to say, a book of receipts and expenses and the financial situation of the Association.
5. Delegate, from the General Meeting, the control of the Association finances.
6. Ensure an effective election with the establishment of a Nominating Committee. Prepare recommendations for the organization of votes.

Pro-bono. Executive Committee members shall act on a pro-bono basis, except reimbursement of their effective costs. For activities that exceed the usual scope of the function, each Committee member may receive appropriate compensation.

Article 15 – Appointment of the Executive Committee

The initial Committee members are appointed by the Founders.

After that, and in accordance with Article 65 CC, the General Assembly has the primary power to appoint the Committee members. However, members of the Committee shall be elected by the General Assembly after a call for candidacies (open to all members), and upon acceptance of the candidates by the Nominating Committee. Election shall be by the majority of votes cast.

Article 16 – Composition

The Committee shall be composed of at least nine and at most eleven members.

The Committee designates a Chair, a Secretary, a Treasurer, and any other necessary functions.

At least one Member of the Committee with signatory powers must be a Swiss citizen or a citizen of a Member State of the EU or EFTA and have their domicile in Switzerland.

Article 17 – Term

The Committee members are appointed for three-year terms.

Appointments can be no more than two consecutive three year terms, i.e. six years.

After the maximum term length is reached, members must wait at least two years before running for a Committee position.

Article 18 – Removal or Resignation

Removal. Committee members may be removed by the General Assembly for just cause, in particular, if the Committee member has violated their obligations towards the Association or if the Committee member is not in a position to exercise their functions correctly.

Resignation. Committee members may resign at any time by submitting a written declaration to the Chair, specifying when the resignation shall take effect.

Vacancy during the term of office. In the event of dismissal, resignation or some other extraordinary circumstance during the term of office, the Committee may appoint a replacement member by co-optation, until the next meeting of the General Assembly.

Article 19 – Delegation and Representation

Delegation. The Committee is entitled to delegate specific tasks to one or more Committee members, including sub-committees, third parties, or hired employees. Any actions of a sub-committee shall be presented to the full Committee at its next scheduled meeting.

Representation. The Association is validly represented and bound by the collective signature of two Committee members and any other officer or a representative designated for this purpose by the Committee by a power of attorney.

Article 20 – Executive Committee Meeting

Meetings. The Committee shall meet as often as required but at least four times per year.

Process. Committee members may validly participate in a meeting of the Committee by video or telephone conference or any other form of communications equipment.

Convocation. The Chair shall convene Committee meetings at least fifteen days in advance. The Chair may convene the Committee with three days’ advance notice, justified by urgent circumstances.

Article 21 – Decision Making

Votes and majority. Each Committee member shall have one vote. Decisions are taken by a simple majority of all votes expressed, as long as the present Statutes or other internal regulations of the Association do not provide for a different majority. In case of a tie, the Chair shall have a casting vote. Resolutions may be invalidated by any member of the Committee and the Association when they do not conform to these Articles of Association or Swiss law, in the month following the day when they become aware of the defective resolution.

Decisions by circular letter. Decisions may also validly be taken by written resolution, including by email.

Minutes. Committee meetings and decisions will be recorded in the minutes of the Committee.

VI. MISCELLANEOUS AND FINAL PROVISIONS

Article 22 – Secretariat

The Committee may create a secretariat and/or appoint an Administrative Professional to manage the day-to-day affairs of the Association.

Article 23 – External Auditory

Compulsory body. To the extent required by Swiss law, the General Assembly shall appoint the independent External Auditor in charge of (i) verifying the annual accounts of the Association and submitting a detailed report to the General Assembly and (ii) to ensure that the statutory rules of the Association (Statutes and internal regulations) are respected.

Optional body. The Association, which is not subject to the obligation to appoint an External Auditor, may nevertheless decide to select one (or more) External Auditor(s) who would prepare a report to the General Assembly’s attention.

The Executive Committee shall set the accounting standard within the regulatory framework to follow the “True and Fair” principle. The Association will submit its accounts to the auditor’s ordinary audit if, in two successive financial years, two of the following values are exceeded:

1. Balance sheet total: CHF 10 million
2. Turnover: CHF 20 million
3. Number of employees: 50 full-time employees on annual average

Furthermore, the Association must submit its accounts to the limited auditing of an auditor if required by a member of the Association who is individually liable (according to the statutes) or obliged to make additional payments.

Article 24 – Nominating Committee

Principles. The purpose of the Nominating Committee is to carry out the responsibilities delegated by the General Assembly relating to the Association’s Committee nominations process and procedures and elections.

Its competencies mainly include:

1. Decide on the qualifications, qualities, skills, and other expertise required to be a Committee member.
2. Receive, accept or reject candidates for election to the Committee.
3. Propose candidates and prepare the final list of candidates.
4. Ensure that the Committee adequately represents the various fields covered by the Association.
5. Make sure elections are free and fair.

Pro-bono. Nominating Committee members shall act on a pro-bono basis, except reimbursement of their effective costs.

Appointment. The Nominating Committee members are appointed by the Executive Committee.

Composition and Term. The Nominating Committee shall be composed of five members. In addition, the Nominating Committee designates amongst its members, a Chair and any other function as it may deem necessary. The Nominating Committee members are appointed for a five-month term preceding the renewal of the Committee.

Structure and Operations. The same rules govern the Nominating Committee regarding meetings (including meetings in person or by telephone or other means).

Decision Making. Each Nominating Committee member shall have one vote. Decisions are taken by a simple majority of all votes expressed, as long as the present Statutes or other internal regulations of the Association do not provide for a different majority. In case of a tie, the Chair shall have a casting vote.

Article 25 – Bookkeeping

Accounts. The Committee must prepare for each financial year accounts as required by the applicable laws.

Fiscal year. The fiscal year begins on January 1st and ends on December 31st.

Article 26 – Liability

The Association is solely liable for its debts and obligations, which are guaranteed by its assets, and excluding all individual responsibility of its Members.

Article 27 Dissolution

The Association will be dissolved:

1. when it has fulfilled its purposes.
2. by a two-third majority vote of all Members.
3. by operation of law if it is insolvent or if the Committee may no longer be appointed following the Articles of Association.
4. where the Objects of the Association are unlawful or immoral, the competent authority or an interested party may apply for a court order of dissolution.
5. where the Association is registered, the Committee shall inform the commercial registrar of the dissolution so that the entry may be deleted.

In such a case of dissolution, the Committee shall proceed with the liquidation of the Association. The assets of the Association shall first serve to pay its creditors. The remaining assets will be entirely assigned to a non-profit entity, which pursues similar public interest purposes and is tax exempted.

In no event may the assets of the Association be returned to its founding members or Members, nor should they use some or all of the assets for their benefit in any way.

Article 28 – Amendment to the Articles of Association

Any amendment to these Articles of Association shall be put to the vote of the General Assembly and adopted by the majority of votes cast.

VII. AMENDMENTS MADE

Amendment to the term of the Executive Committee

The term of office for members of the Executive Committee was amended from 2 to 3 years following the vote of the membership on 2014-06-25.

Major revision to the constitution – suggested text to be added if Articles of Association are agreed by ISB members

The ISB constitution was replaced with Articles of Association that meets Swiss law requirements following the vote of the membership on 2022-09-14.

Constituent meeting of the EC

The EC Constitutive Assembly agreed that a revision of the ISB constitution was required. The 2021-2022 Constitutive Assembly included:

• Nicole Vasilevsky
• Robin Haw
• Ruth Lovering
• Rama Balakrishnan
• Randi Vita
• Sushma Naithani
• Federica Quaglia
• Mary Ann Tuli
• Parul Gupta