STATUTE OF THE ASSOCIATION
Ticino Blockchain Technologies Association (TBTA)
Article 1 - Name, registered office and business year
Under the name “Ticino Blockchain Technologies Association” (hereinafter referred to as the "Association"), an apolitical and non-denominational association within the meaning of Articles 60 et seq. of the Swiss Civil Code is established and governed by this statute.
The headquarters of the Association is
Ticino Blockchain Technologies Association
c/o Copernicus Wealth Management SA
Via al Forte 1
6900 Lugano
The Association's fiscal year coincides with the calendar year.
Article 2 - Purpose
The Association will be a non-profit organization promoting and supporting innovative companies that carry out research and development in the sector related to the Blockchain Technologies and decentralized applications, in order to improve their competitiveness with a positive impact on
society in economic terms, in terms of qualified jobs, and in terms of quality of life.
The Association wants to promote the research and the education related to Blockchain, the synergies between relevant partners and the development of Canton Ticino as a reference point of the Blockchain ecosystem at Swiss and international level.
In particular, the Association wants to promote the collaboration between companies and academic institutions, encouraging the transfer of technology and knowledge.
The purpose is realized in particular through the following activities of the Association:
Facilitating the networking of companies;
Facilitating technology and knowledge transfer among members, and in particular from academic institutions to companies;
Accelerating innovation processes through the removal of bureaucratic and infrastructural barriers;
Promoting collaborative activities in its specific field;
Creating communication channels to transmit useful information to members;
Facilitating the admission of new members, in particular by attracting new local, national and foreign companies;
Promoting the Association at the Swiss and an international level;
Improved attractiveness for public and private funding;
Publication of its own themes and activities;
Join new associations
Article 3 - Members
Legal entities engaged in the field of the creation of products and/or services related to the purpose of the Association may become members of the Association. By way of exception, the Committee may - if it deems it appropriate – also accept natural persons as members.
In duly justified cases, members may be accepted even if they do not fulfil the conditions set out in the previous paragraph.
The acceptance of new members is decided by the Committee on the basis of a written application for membership addressed to the President. The Committee's decision is final and irrevocable. In particular, the Committee may refuse an application without providing a reason.
The Association provides for the following categories of members:
Gold Members
Silver member (Companies / Organizations)
Bronze Member (Academies)
Individuals
(a) Depending on the time of joining the Association:
Founding members: members who have participated in the establishment of the Association;
Adhering members: members who have joined the Association after its establishment.
(b) Depending on the amount of the contributions made to the Association:
For the first two years contributions fees are established as follow:
“Gold Member”: Donors/Members > 5'000 CHF
“Silver Member”: Companies/Organizations 3'000 CHF
“Bronze Member” & Academia CHF 1’000 CHF
“Individuals” CHF 500 CHF
*Start-ups founded with-in the last 3 years will be able to adhere to the category of their choice with a 50% discount
The above categories of members are reserved for active members and can be combined (e.g. "Founding member - Gold Member"). The General Meeting is entitled to define annual quotas and separate benefits according to the different categories of members.
Passive members are supporters who pay an annual fee as defined by the General Meeting, but who have no voting rights or other rights (pecuniary and non-pecuniary rights).
Article 4 – Fees and non-pecuniary obligations
A prerequisite for membership is the payment of the annual fee. It is established yearly by the General Meeting upon the proposal of the Committee, taking into account the economic development of the Association and the services provided to members. The constituent General
Meeting shall determine both the membership fee for the current year and for the year immediately following. Members may not be required to make any additional contribution except for the fee determined by the General Meeting. Exceptions to this are the fees required for any special services or use of infrastructure that go beyond the normal services provided by the
Association to its members.
Members are required to avoid activities that may be contrary to the purpose of the Association.
In addition, in order to facilitate the pursuit of the purpose of the Association, members are required to:
participate in the activities of the Association in a spirit of collaboration, promoting the exchange of opinions and knowledge among members;
make their specific skills available to the Association and other members (with the exception of trade secrets);
to promote the activity and the positive image of the Association to the public, within the limits established by the Committee and by the internal regulations;
comply with the regulations of the Association.
Article 5 - Resignation
Any member may resign by giving three months' notice for the end of each year. Resignations must be submitted in writing to the President. The full or partial refund of fees paid by the resigning member is excluded. If the resigning member has not yet paid the fees for the current social year, he will be required to do so as soon as possible.
Members who have resigned do not have any rights to the company's assets.
Article 6 - Removal
Members who have caused prejudice to the Association or who do not respect the statute and any special regulations will be excluded from the Association. In particular, the following represent reasons for the removal of a member:
Failure to pay the membership fee within the established terms;
The implementation of actions or behaviours contrary to the company's purpose and/or non-pecuniary obligations;
Non-compliance with regulation;
Bankruptcy.
The Committee is entitled to remove a member without stating a reason. As a general rule, the Committee shall issue a warning before proceeding with the removal. Against the removal expressed by the Committee there is the possibility of appealing to the General Meeting, which decides as a last resort. In serious cases, the Committee may order the immediate suspension of a member from operating activities, pending the procedure and decision of removal.
Members who have been excluded do not have any rights to the company's assets.
Article 7 - Company assets
The Association's assets are made up of members' fees, any contributions or donations (in cash or in kind) by members or third parties, public and private contributions and any income from events organized by the Association. Contributions in kind by members may also include specialized machinery or infrastructure as well as the provision of staff paid by the member concerned. These methods of contributing to the company's assets are defined in a specific regulation.
The Association's assets must be managed in a diligent manner, in order to achieve the intended purpose and in accordance with the principles of prudence and sustainability.
Article 8 - Bodies
The bodies of the Association are:
the General Meeting;
the Committee;
The association is not subject to mandatory audit in accordance with Article 14.
Article 9 - The General Meeting
The General Meeting is composed of all members. It usually meets once a year. The General Meeting may be convened in an extraordinary session upon the proposal of the Committee or when at least one fifth of the members submit a written request to the Committee. This request must be signed and must state the specific reasons for the extraordinary meeting.
The General Meeting is convened by the Committee by letter or email with at least 20 days' notice. The convocation shall indicate the items on the agenda, as well as the proposals of the Committee and of the members who may have requested the convocation or entry of an item on the agenda.
Voting is pro capita, and every member has one vote.
Article 10 - Tasks of the General Meeting
The General Meeting is responsible for:
the election/dismissal of the members of the Committee and of the Auditor;
monitoring the management of the Committee;
approval of the budget, the annual report and the annual accounts;
the discharge of the Committee and the internal Auditor;
the determination of the amount of fees and benefits for the different categories of members;
the deliberation on amendments to the statute;
the final decision on the exclusion measures;
the dissolution of the Association in accordance with art. 16 of the statute;
decisions on costs exceeding CHF 5’000;
the deliberation on any other important initiatives.
All decisions shall be taken by a simple majority of those present. In the event of a tie, the President/member represented by the President shall have the casting vote.
Decisions are recorded and signed by the President or Vice-President and the Secretary.
Article 11 - The Committee
The Committee shall consist of President, Vice-president and a maximum of 5 members nominated by the General Meeting.
The Committee is self-constituting and appoints the President and the Vice-President. It shall also appoint the Secretary. The accumulation of offices is allowed.
Resignation as a member of the Committee shall be submitted in writing to the President.
The Association is represented towards third parties by the President and a second member of the Committee, who have the right of collective signature to two.
Article 12 - Tasks of the Committee
The Committee shall be responsible for:
taking care of the interests of the Association and representing it in accordance with the powers granted by the statute;
monitoring compliance with the statute and any special regulations;
ensuring the implementation of the decisions taken by the General Meeting;
preparing the program of activities and organizing and implementing them;
keeping the accounting of revenues and expenditures as well as the balance sheet of the Association;
examining and deciding on applications of new members;
deciding, subject to appeal to the General Meeting, on measures for the removal of members;
convening an ordinary or extraordinary General Meeting;
proposing to the General Meeting the nominations concerning the Committee and the Auditor;
proposing the membership fees to the General Meeting;
Article 13 - Functioning of the Committee
The Committee meets whenever necessary, usually once a month, on the invitation of the President or the Vice-President.
To resolve, at least half of the members of the Committee must be present, and at least the President or the Vice-President.
Decisions shall be taken by a simple majority of those present. In the event of a tie, the President’s vote shall prevail. The President will also have the power to autonomously make those decisions that are necessary to safeguard the good functioning and interests of the Association.
Article 14 - The Auditor
Pursuant to Art. 69b of the Swiss Civil Code, the General Meeting waives the appointment of the Auditor for one or more financial years. The General Meeting appoints an internal auditor, who will be represented by two members of the Association.
Article 15 – Financial liability
The Association is liable for its obligations and debts exclusively with its assets. The personal liabilities of members, committee members and any auditor are excluded.
Article 16 - Dissolution
The Association may be dissolved by resolution of the General Meeting.
In the event of dissolution, the remaining assets are donated to a body or institution for charity purposes.
Article 17 - Other provisions
For all matters not covered by this statute the provisions contained in Articles 60 et seq. of the Swiss Civil Code shall apply.
Article 18 - Entry into force
This statute, approved by the Constituent General Meeting on March 5 2020, shall enter into force immediately.
Lugano, March 5 2020
