STATUTES
Of the cooperative GENO INVEST SUISSE
STATUTES
Of the cooperative GENO INVEST SUISSE
Seat and Purpose
Article 1
Under the company Geno Invest Suisse cooperative there is a cooperative based in Freienbach SZ according to the present statutes and the provisions of Articles 828ff. of the Swiss Code of Obligations.
Article 2
The cooperative aims to serve the business interests of its members in joint self-help within the meaning of Art. 828 OR. It provides them with shares in environmentally friendly energy systems, advantages in the purchase and sale of environmentally friendly energy systems and products. It rents or buys environmentally friendly energy generation plants in Germany and abroad. The cooperative coordinates synergies, resources and know-how for the benefit of the cooperative and its members at home and abroad. In order to achieve this goal, the cooperative will use and apply all the necessary instruments of free trade and goods traffic as well as available financial services. The cooperative also arranges contacts with business partners at home and abroad. It can buy and sell and manage real estate in compliance with legal regulations.
Membership
Natural and legal persons can apply for membership in writing.
The administration decides on the membership; it can delegate this task. Membership can be subject to conditions or rejected without giving reasons. This applies in particular if the applicant gives reason to fear that they have prejudices against a person’s race, origin or religion. If the applicant cannot refute assumptions that bring him into connection with illegal transactions, such as
e.g. violations of the “Guidelines for combating and preventing money laundering”, membership cannot be applied for.
Admission takes place if the admission decision is positive with full payment of the contribution and any premium (agio)
If the member is a legal entity, trading company, corporation or institution, it must designate a natural person to exercise its membership rights.
Article 4
If the General Assembly decides on rules of procedure, these are binding for all members.
Article 5
Membership expires when a member resigns, is expelled or dies; in the case of legal persons additionally through loss of legal personality.
Article 6
You can leave the cooperative at the end of a financial year, subject to a six-month notice period, but no earlier than three years after joining. The administration is entitled to shorten this period in justified, individual cases.
Article 7
The administration can exclude a cooperative member if he acts contrary to the interests of the cooperative or does not meet his financial obligations. With the exclusion, the share certificates taken over become due for repayment at the end of the current financial year. Art. 12 para. 2 of these statutes is applicable.
Article 8
If the General Assembly decides to appoint a court of honor, it will decide on the exclusion at the request of the administration. The request must be communicated to the person concerned by registered letter.
The court of honor determines the date and place of the hearing and arranges for the administration and the person concerned to be invited. If the court of honor confirms the administration’s application for exclusion, the excluded person has the right to appeal to the next ordinary general assembly.
If a court of honor has not yet been appointed at the time of the exclusion, the appeal must be sent by registered letter to the president of the cooperative within 30 days of the notification of the exclusion decision.
Share Certificates, Liability
Article 9
Every member of the cooperative is entitled to take over at least one share certificate for each SFR 100.00 (one hundred Swiss francs) committed.
Article 10
If share certificates are assigned to third parties, the purchaser is only considered a member of the cooperative if he has been admitted by the administration in accordance with Art. 3.
Article 11
Share certificates can be canceled with six months’ notice to the end of each financial year for repayment, in particular in the event of the death or resignation of a member of the cooperative, but no earlier than three years after joining the cooperative. Compulsory share certificates that belong together are treated like one share certificate.
Article 12
Management decides on the value of the share certificates to be redeemed. The value is calculated on the basis of the balance sheet net assets, excluding all reserves and taking into account Art. 864 Para. 3 of the Swiss Code of Obligations. The management is authorized to defer repayment for up to three years if the financial situation of the cooperative so requires.
Article 13
Only the assets of the cooperative are liable for the obligations of the cooperative. Any personal liability or obligation to make additional payments on the part of the members is excluded.
Organs of the Cooperative
Article 14
The organs of the cooperative are:
- The general assembly
- The administration
- The auditor
Article 15
The supreme body of the cooperative is the General Assembly. It has the following non-transferrable powers:
- Determination and amendment of the statutes.
- Election of the President, the members of the administration and the auditors.
- Approval of the operating accounts and the balance sheet as well as resolutions on the distribution of the net income.
- Relief of the administration.
- Budget approval.
- Passing resolutions on items that are reserved for the General Assembly by law or the articles of incorporation, as well as on management proposals.
- Resolutions on motions by members on matters that fall within the competence of the General Assembly. Such requests must be submitted in writing to the administration at least four weeks before the general assembly.
- Resolution on the entry into force of rules of procedure and changes thereto.
- Resolution on the formation of an arbitration board and the election of members for any disputes between members or with their clients.
- Resolution on the establishment of a court of honor and the election of the members.
Article 16
The ordinary General Assembly is convened by the administration. It takes place annually within six months of the end of the financial year. Extraordinary General Meetings are convened by the administration or by the auditors in the cases prescribed by law. It must also be convened if this is requested by at least one tenth of the members of the cooperative, stating the business to be dealt with by written submission to the administration.
The general meeting is convened in writing to the members of the cooperative at least ten days before the day of the meeting.
The items to be discussed must be announced when the meeting is convened. No resolutions can be passed on items that have not been announced in this way. Applications to amend the articles of association are to be made available for inspection by the members of the cooperative at the registered office of the cooperative. The notice of the meeting must be referenced.
Article 17
Each member has one vote in the General Assembly. When exercising their voting rights, a member can be represented by another member with a written power of attorney.
The members of the administration do not have the right to vote when passing resolutions on the discharge of the administration.
Article 18
Every General Assembly convened in accordance with the Articles of Association has a quorum. The General Assembly passes its resolutions and carries out its elections with the majority of the votes cast, unless the law or the Articles of Association provide otherwise. Elections and votes take place openly, unless at least one tenth of those present demand secret execution.
In the event of a tie, the President decides with a second vote on resolutions, and on elections by drawing lots.
A two-thirds majority of the votes cast is required to amend the Articles of Association.
The General Assembly is chaired by the President, his deputy or another member of the administration. The chairman appoints the tellers. The secretary or another member of the administration keeps the minutes of the decisions and elections made by the general assembly. The minutes are to be signed by the chairman and the minute taker.
Article 20
The administration meets at the invitation of the President as often as business requires, but at least twice a year. Each member can request in writing that an administrative meeting be convened, stating the desired subject for discussion.
Minutes are to be kept of the negotiations, which are to be signed by the President and the Secretary.
Article 21
The administration has a quorum if the majority of the members are present. It makes its decisions and carries out the elections with the majority of votes of the members present. The President votes, in the event of a tie, he decides with a second vote.
Written resolutions on an application submitted are permissible unless a member requests oral advice. A resolution is adopted if it is approved by a majority of all members of the Board of Directors. Such resolutions must also be recorded in the minutes.
Article 22
The administration is the supreme executive body. It decides on all matters that are not delegated or reserved for the General Assembly or other corporate bodies. The administration determines the persons authorized to sign and the nature of their signing.
In particular, it has the following powers and obligations:
- Preparation of the business of the General Assembly and its implementation.
- Admission and exclusion of members are subject to the right of appeal (Art. 8).
- Establishment of business policy.
- Supervision and control management.
- Determination of salaries and compensation for the organs of the cooperative.
- Conclusion of contracts on real rights to real estate.
- Determination of tariffs for services provided by the cooperative to clients.
- Determination of the financial year.
Article 23
The General Assembly elects an auditor. It consists of one or more auditors who do not need to be members of the cooperative. They may not be members of the administration or employees of the cooperative. Legal entities such as trust companies or auditing associations can also be appointed as auditors.
You can refrain from electing an auditor if:
- The company is not obliged to carry out an ordinary audit.
- All shareholders agree.
- The company has no more than ten full-time positions on average over the year.
The waiver also applies to subsequent years. However, every member of the cooperative has the right to demand that a limited audit be carried out and the election of an appropriate auditor no later than 10 days before the general meeting. In this case, the general meeting of members may only pass the resolutions according to Art. 15, Item 3, when the audit report is available.
Article 24
The auditors have the rights and obligations set out in Articles 907 to 910 OR.
Article 25
All persons entrusted with the administration, management or control are responsible both to the cooperative and to the individual cooperative members and cooperative creditors for the damage they cause through intentional or negligent breach of their obligations.
Accounting and Appropriation of Profits
Article 26
For the bookkeeping, the balance sheet and the profit and loss account, the provisions of Art. 902 Paragraph 3 and 957 et seq. OR are decisive.
The administration must present the balance sheet and the annual accounts with the annual report and the report of the auditors at least 10 days before the general meeting for inspection by the members of the cooperative at the registered office of the cooperative.
Article 27
If there is a net profit on the basis of the annual accounts and after making sufficient depreciation, this is to be used as follows:
- At least 20 percent is allocated to the ordinary reserve fund until it reaches half of the cooperative capital.
- The share capital bears interest at a maximum of 5 percent.
- The remaining net profit is at the disposal of the general assembly.
Dissolution and liquidation of the cooperative
Article 28
A two-thirds majority of the votes cast is required to dissolve the cooperative.
After the decision to dissolve has been made, no member can be dismissed from the cooperative until the liquidation has been carried out.
Article 29
If the liquidation results in a surplus after repayment of the cooperative shares, it must be made available to the members in accordance with the statutory provisions.
Notices and Notices
Article 30
The announcements are made in the Swiss Official Gazette of Commerce unless the law prescribes publication elsewhere.
Article 31
Communications from the cooperative to its members are made by letter or e-mail. Members are obliged to report changes to their electronic or postal addresses to the administration. The cooperative sends its notifications with discharging effect to the last known address.
Announcements (publications to third parties) are made by publication in the Swiss Official Gazette of Commerce.
The original statutes, approved on 03/16/2022 at the founders’ meeting on the council, now the amended statutes read out and approved at the cooperative meeting at the headquarters of the cooperative on 04/11/2022.
Pfaffikon, April 11, 2022
Note: The statutes printed here are a translation from German. As such, only the German statutes are legally binding.