Articles of association
A. NAME, REGISTERED SEAT AND OBJECTIVE
«Swiss Archaeology» is an association as defined by articles 60ff. of the Swiss Civil Code. It is a member of the Swiss Academy of Humanities and Social Sciences.
The registered seat of the association is its central office and is located in Basel.
The association pursues the following goals:
a) the awareness of archaeological research among the people and authorities of Switzerland;
b) research into the archaeological sources in Switzerland.
It seeks to:
c) maintain and protect the archaeological monuments;
d) promote the collaboration between the universities and colleges, the federal and cantonal authorities in charge and other expert institutions, circles and associations that are active in the field of archaeology in Switzerland and abroad.
In order to achieve these goals the association intends, among other tasks, to:
a) run a central office which handles the administrative and scientific tasks;
b) publish an Annual Review of the Association and a journal;
c) publish and promote other publications of the association;
d) organise scientific events and expert conferences;
e) collaborate with other associations and societies with the same or a similar set of goals;
f) take on certain coordinating functions on behalf of archaeological associations and agencies;
g) safeguard the interests of the archaeological heritage vis-à-vis the authorities and the public.
The association uses the annual membership fees as well as state subsidies, donations and bequests in order to pursue its goals.
New members are accepted on foot of a written application.
Legal entities, institutions under public law and corporate bodies may join as collective members.
Members may come together in regional circles. These circles may accept non-members of Swiss Archaeology, but must at all times protect the interests of the association.
Upon request of the board, persons who have made a special contribution to the association or to the archaeological heritage in general may be made honorary members by the general assembly.
The annual membership fees are determined by the general assembly. Honorary members are exempt from payment of membership fees. By making a one-off payment of at least twenty times the usual annual membership fees, individuals may acquire lifelong membership.
All members of the association receive the Annual Review and the journal of the association as well as discounts on other publications of the association.
Membership may be cancelled in writing at the end of every calendar year. Members who have not paid their fees despite several requests are deemed to have cancelled their membership.
Members who damage the interests of the association in any way may be suspended by the board. Members have a right to lodge an appeal against their suspension with the general assembly. A written appeal must be submitted to the president within 14 days of receipt of the suspension notice.
Persons who have resigned their membership or have been suspended have no right to the assets of the association.
C. ORGANS OF THE ASSOCIATION
The organs of the association are:
- I the general assembly
- II the board,
- III the science commission
- IV the central office,
- V the editorial team of the journal
- VI the auditors
Members who are under 70 years of age on the day of their election may be elected to join the organs II–VI.
I. General assembly
As the main organ of the association, the general assembly has the following functions:
- Electing the board and the president
- Electing the auditors
- Approving the annual report
- Approving the annual accounts and the auditors’ report
- Granting discharge to the board
- Determining the membership fees
- Naming honorary members
- Making decisions on requests submitted by the board and individual members (members’ requests must be submitted to the president at least three weeks prior to the general assembly).
- Deciding on changes to the articles of association
- Deciding on the dissolution of the association
The ordinary general assembly takes place annually and is usually made up of two parts: first the administrative and then the scientific section.
The board determines the place and time of the ordinary general assembly and gives members advance notice.
The invitation must include the agenda and must be issued at least three weeks prior to the assembly.
Extraordinary general assemblies are called by the board as often as is deemed necessary, or upon request by at least one hundred members.
All members, including collective members, have a vote. Decisions are made by all members present at the general assembly based on the simple majority rule.
The votes and elections are held openly unless the assembly has decided to hold a secret ballot.
The president does not usually cast a vote, but has the deciding vote if necessary.
Matters of concern and requests may only be decided upon if they are included in the agenda.
II. The board
The board consists of nine members.
As long as the seat of the association remains in Basel and Canton Basel-Stadt continues its support to the same extent, the Canton has the right to appoint one of the board members. The cantonal representative is chosen by the cantonal government subject to approval by the general assembly.
While the president is elected by the general assembly, the board constitutes itself.
The term of office for the board is three years. Each member of the board may be re-elected twice. The president may serve only two terms of office.
If a member of the board resigns during a term of office, the board may fill the vacancy. The new board member must be approved at the next general assembly.
The board meets at least twice a year or as often as necessary. The president calls the meeting and makes the agenda known in advance. A quorum is achieved if at least half of the board members are present. The decisions of the board require a simple majority of those present. The president also casts a vote.
Resolutions by circular are permissible, provided at least 6 members have cast their vote. The president casts a vote and also has the deciding vote.
The board handles all the affairs of the association, unless they are explicitly reserved for one of the other organs.
It presents the annual report and the annual accounts to the general assembly for approval.
It hires the employees of the association and draws up contracts and job descriptions to regulate their rights and duties.
The board elects the members of the commissions.
The president is a member of all the commissions, but may delegate this task to other members of the board.
Any legal or financial transactions require two signatures; the signatories are the president, the vice president, the treasurer and the secretary general. The board may authorize individuals to make decisions in relation to certain sanctioned budgetary items and delegate the power to sign.
III. The commissions
The board may appoint temporary or permanent commissions. Their tasks shall be governed by specific regulations. The appointment of a permanent commission requires a change in the articles of association.
The board appoints one of its own members as the president of any commission and selects the other members of the commission among the members of Swiss Archaeology.
The term of office for commission members is three years with an option to be re-elected twice. The presidency is limited to two terms of office.
Members of the commissions are not paid for their work.
The Science Commission
The Science Commission is made up of ten archaeology experts, at least two of which must be specialists in one of the natural sciences used in archaeological investigations.
The commission has the right of proposal.
The tasks of the Science Commission include:
- Final assessment and prioritisation of scientific manuscripts intended for publication in the Annual Review, as monographs or other publications.
- Final assessment of research projects or grant applications referred to the association by the Swiss National Science Foundation and other institutions for evaluation.
- Submission of opinions with regard to scientific questions raised either by the board or by the commission itself.
The Science Commission convenes whenever it is necessary at the invitation of the president, who also announces the agenda.
The commission has a quorum if at least half of its members are present. Decisions are made by simple majority. The president has a vote, and also casts the deciding vote if necessary.
The Science Commission regularly reports to the board on its work and the general status quo in its field of activity.
It has a right to submit requests to the board and a right of nomination in elections.
The Commission on Archaeology and Spatial Planning
The Commission on Archaeology and Spatial Planning comprises experts and lay people. Its field of activity covers all of Switzerland. The commission has a right to submit requests to the board and a right of nomination in elections. No more than two members of the board may also be members of the commission.
The tasks of the Commission on Archaeology and Spatial Planning include:
- Preparing statements concerning the revision of the cantonal structure plans.
- Preparing statements concerning the revision or introduction of laws that could affect archaeological sites.
- Preparing statements concerning construction and planning projects that are subject to an environmental impact assessment or are otherwise of a significant size in cases where the interests of the archaeological heritage are not sufficiently represented by the cantonal agencies in charge.
- Other spatial planning tasks referred to the commission by the board.
IV. Central office of the association and V. Editors of the journal
The tasks of the central office include:
- Carrying out all the administrative tasks on behalf of the association.
- Organising the general assembly and other events.
- Public relations work and promotions to generate new members.
- Editing the Annual Review.
- Editing and publishing monographs and other publications.
- Running of the library and archives of the association.
- Maintaining contact with the authorities and with scientific institutions in Switzerland and abroad.
- Carrying out any tasks set by the board.
A secretary general with an academic degree ensures that the responsibilities of the central office are fulfilled.
The secretary general is present in an advisory capacity at all the meetings of the commissions and of the board and also takes the minutes. He or she has a right of proposal.
The journal is edited by central office staff. The board has overall responsibility for the journal budget and mandate. The editors attend the board meetings and have a right to submit requests to the board.
VI. The auditors
The general assembly elects a registered auditor for a period of three years.
The auditor evaluates the accounts of the association and ensures that the association’s assets are used as set out in the articles of association and according to articles 727a and 727c OR i.V. and article 836 Par. 3 of the Swiss Civil Code.
The auditor prepares an annual written report on the audit for the attention of the general assembly.
D. FINANCIAL YEAR
The financial year is equal to the calendar year.
E. DISSOLUTION OF THE ASSOCIATION
The dissolution of the association may only be decided at a general assembly by a three-quarter majority of the members present.
Members must receive an invitation at least three weeks prior to the dissolution assembly.
If the association is dissolved, its entire assets including the library and the archives shall be transferred to the Swiss Federal Government as their custodian with the proviso to hand them over to an appropriate institution with the same or a similar objective.
F. FINAL TERMS
The articles of association outlined have been approved by the general assembly in Geneva on 13 June 2009. They will come into force on 1 July 2009 and replace the articles of association dated 26 June 1971 and the addenda dated 17 June 1995 and 17 June 2000.
In cases of dispute, the German version is legally binding.
Geneva, 13 June 2009
The president: The secretary general:
Hansjörg Brem Urs Niffeler