Articles of Association

ARTICLES OF ASSOCIATION OF THE BRITISH-SWISS CHAMBER OF COMMERCE

adopted 30th May 1991
incorporating amendments up to 26th June 2003
incorporating amendments of May 19, 2010
incorporating amendments up to 26 May 2011
incorporating amendments up to 10 June 2013
incorporating amendments up to 18 June 2014
incorporating amendments up to 29 June 2016
Incorporating amendments up to 24 June 2021

Association not for Profit

1. Name

1.1. The British-Swiss Chamber of Commerce is a Society (hereinafter ” Chamber”) according to the
provisions of 2nd title, Chapter 2 of the Swiss Civil Code.

2. Domicile

2.1. The head office of the Chamber will be located in Zurich or in such other town in Switzerland as a
majority of the Council (the “Vorstand” as per article 69 of the Swiss Civil Code) may decide. Branch offices,
chapters, agents, representatives or franchises may be established in suitable centres in Switzerland, in the
United Kingdom and in Liechtenstein.

3. Objectives and organisation

3.1. The objectives of the Chamber shall be to promote the development of trade and investment between
on the one hand the United Kingdom and the Swiss Confederation and on the other hand the United
Kingdom and the Principality of Liechtenstein. Its primary role is to promote the interests of its members.

3.2. The Chamber is a forum for debate and offers networking opportunities and events that provide access
to decision-makers, opinion leaders and policy-makers. It welcomes members from all backgrounds, both
companies and individuals. The Chamber is characterized by a spirit of openness and fairness and actively
fosters a members-help-members approach.

3.3. The BSCC’s income is primarily generated through membership fees, sponsorship, patrons, advertising
and events. While the Chamber has no objective of making profits, it ensures that all its costs are covered,
and that a healthy and sustainable reserve is maintained yearly.

3.4. The Chamber may develop any lawful activities that support the attainment of any or all of the above
objectives.

4. Membership

4.1. The Chamber shall consist of members who may be:
– Companies or corporations incorporated in, or firms with a place of business in, the United Kingdom of
Great Britain and Northern Ireland (the “United Kingdom”) or elsewhere in the Commonwealth, the
Confederation of Switzerland (“Switzerland”) or the Principality of Liechtenstein (“Liechtenstein”);
– Any other individuals, partnerships, associations, companies or corporations which the Council of the
Chamber, having regard to the interests and objects of the Chamber, shall deem suitable for membership;
– Honorary members, such membership may be conferred (and withdrawn) by the Council on individuals
out of merit or by virtue of their position in the community. Honorary members are not subject to
membership fees.

4.2. Memberships shall be granted upon written application to and approval by the Council or any other
person or persons to whom this authority has been delegated by the Council. Honorary members shall not
be required to make applications and may be approved by the Council only.

4.3. The Council may, by vote of at least ¾ of the Councillors present at a Council meeting, cancel
memberships for violations of Article 5 below. For this purpose, a quorum consists of a majority of the
Councillors.

4.4. An application for membership may be refused without giving any reason therefore, but where an
application has been refused, any member in good standing may make a motion at the next Annual General
Meeting to admit the applicant by resolution of the members. A resolution approved by at least 2/3rd of the
members present at the meeting shall admit the applicant as a member.

5. Rights and Duties of Membership

5.1. Admission to membership of the Chamber shall constitute agreement of the member to be bound by
these Articles of Association.

5.2. Members, with the exception of honorary members, shall pay annual subscriptions as fixed each year by
the Council, which also determines categories of membership. Where the Council fails to fix annual
subscriptions for any year, the same subscription fees shall be payable as for the preceding year for each of
the categories.

5.3. Payment of annual subscriptions is due by the end of January of the applicable year. The first
subscription of a member admitted during the year shall be limited to a proportion of the full year calculated
as from commencement of the quarter immediately preceding his/her election.

5.4. A member must give written notice to the Chamber at its head office before the end of December in
any year of his/her wish to retire, or he/she will be liable for his/her subscription for the ensuing year.

5.5. No member of the Chamber shall take any action prejudicial to the reputation and standing of the
Chamber.

6. Council

6.1. The determination of the Chamber’s policies and strategy shall be vested in the Council, consisting of
not fewer than 15 Councillors, who are elected by the Annual General Meeting upon proposal by the Council.
Each Councillor shall be a member of the Chamber or the nominated representative of a partnership,
association, company or corporation which is a member. Councillors shall be elected for a term of 3 years.
Terms shall be so staggered that normally one third of new Councillors will be elected each year for a full
term. Each Councillor shall be eligible for re-election for one further term of 3 years. Members of the Council
shall make their best efforts to support the Chamber, foster its prosperity, extend the Chamber’s network
and contribute to the growth of the Chamber.

6.2. In exceptional circumstances the Council can propose for re-election by the Annual General Meeting
Councillors who have served their two consecutive 3-year terms. For those Councillors re-election shall be
for 1 year at a time, and subject to a maximum of 3 such annual re-elections.

6.3. Honorary Councillorship may be conferred (and withdrawn) by the Council on individuals out of merit
or by virtue of their achievements on behalf of the Chamber. The Council determines the limitation of the
term(s) and voting rights of Honorary Councillors.

6.4. The Council shall either nominate from its own body by ballot, or otherwise select as they may
determine, a President, for election by the General Meeting for a term of 3 years. The President shall be
eligible for re-election for one further term of 3 years. The above term(s) for the President shall be
irrespective of the term(s) they may have served already on Council as a regular Council member. Instead of
a single President, the Council can also nominate 2 Co-Presidents for whom the same rules will apply (any
reference to the President in the paragraphs below will therefore include reference to 2 Co-Presidents as
appropriate).

6.5. The Council shall either nominate from its own body by ballot, or otherwise select as they may
determine, one or more Vice-Presidents as required, and a Treasurer, for election by the General Meeting.
The term of Vice-Presidents and Treasurer shall be for 3 years. Vice-Presidents and Treasurer shall be eligible
for re-election for one further term of 3 years. The above term(s) for Vice-Presidents and Treasurer shall be
irrespective of the term(s) they may have served already on Council as a regular Council member.

6.6 The Council shall appoint upon recommendation of the President and the Executive Committee an
Executive Committee Chairperson (ExCo Chair). In the event the ExCo Chair is not an existing member of
Council with full voting rights, the person appointed will become an ex-officio member of the Council with
full voting rights. The term of this Chairperson shall be for 3 years and the Chairperson shall be eligible for reelection for one further term of 3 years. The above term(s) for the Chairperson shall be irrespective of the
term(s) this person shall have served already on Council as a regular Council member.

6.7. The Council shall appoint upon recommendation of the President a General Manager. The General
Manager shall be an employee of the Chamber and, on appointment, become an ex-officio member of the
Council, and will serve as Secretary to the Council.

6.8. The Council shall appoint upon recommendation of the Executive Committee the Chapter
Chairpersons of the Zurich Chapter, Geneva Chapter, UK Chapter and the Young Professionals Group. The
Chairperson of each of these groups will, upon their appointment (and election by the Annual General
Meeting), become an ex-officio member of the Council with full voting rights. The term of these Chairpersons
shall be for 3 years. Chairpersons shall be eligible for re-election for one further term of 3 years. The above
term(s) for Chairpersons shall be irrespective of the term(s) they have served already on Council as a regular
Council member.

6.9. Vacancies caused by Councillor resignations during the year may be filled for the unexpired remainder
of the term by at least a ¾ vote of the members of the Council present at any Council meeting. Such
elections are subject to approval by the next Annual General Meeting.

6.10. Her Britannic Majesty’s Ambassador to the Confederation of Switzerland and the Principality of
Liechtenstein and the Ambassador of the Swiss Confederation to the Court of St. James shall be ex-officio
members of the Council with full voting rights. They shall act as Honorary Co-Presidents of the Chamber.

7. Meetings of the Council

7.1. The Council will meet at least twice a year and members of the Council shall attend at a minimum of
one Council meeting every year or in extra-ordinary circumstances, by submitting written statements to the
agenda points concerned. Failing this, any of the Officers of the Chamber may propose that the Council
decides to curtail the relevant Councillor’s term of office.

7.2. Meetings of the Council shall be called by the President or, in his/her absence a Vice-President of the
Chamber, or on their behalf by the General Manager, or by notice in writing signed by at least 7 Councillors.
Notice of Council meetings shall be given in writing at least 30 days prior to the meeting.

7.3. Meetings shall be presided over by the President or on his/her behalf a Vice-President, or in their
absence, one of the members of Council, who shall be appointed Chairperson of the day. 10 members of the
Council shall form a quorum.

7.4. Resolutions of the Council may also be adopted in writing by facsimile or electronic mail by no less
than 10 Council members, provided that that 10 days’ notice has been given to all Council members of the
intention to adopt a resolution in this manner. Any resolution so adopted shall be binding as if a formal
meeting of the Council has taken place.

8. Powers of the Council and Organisation of the Chamber

8.1. The Council shall have all those powers to manage the affairs of the Chamber, to disburse the funds of
the Chamber, to represent the Chamber, and to do all things necessary for the management of the operations
of the Chamber as are not, by these Articles of Association, reserved to the General Meeting. The Council
may delegate its powers to other bodies of the Chamber, for example an Executive Committee, for the
purposes of the development and implementation of the Chamber’s policies and strategy.

8.2. The powers of these bodies, which the Council may decide to create for the purpose of an effective
and purpose-led management of the affairs of the Chamber, shall be fixed by resolution of the Council.

8.3. A Chamber organizational chart, including a consistent set of role descriptions of all Chamber bodies,
including legal and financial authority, reporting lines and, as required, additional guidelines and instructions,
will also be created and/or amended as needed but at least every three year reviewed in accordance with the
Council’s intentions. In each case this set of documents and any later amendments thereto will only take
effect after approval by the Council.

8.4. It is the Council’s responsibility to ensure that good corporate governance is applied in the
management of the Chamber’s affairs, the representation of member interests and the appointment of
Chamber officials.

9. Officers of the Chamber

9.1. The Vice-President(s) and the Treasurer are together with the President and the General Manager the
“Officers” of the Chamber. The power of the officers to bind the Chamber legally or to disburse the funds of
the Chamber shall be fixed by resolution of the Council.

10. Annual and General Meetings

10.1. An Annual General Meeting shall be held each year, within 6 months after the closing of the financial
year of the Chamber, on a date and at a place to be determined by the Council. At this meeting, the officers
of the Chamber shall submit reports of the proceedings of the last year together with the accounts duly
audited.

10.2. The Annual General Meeting shall also elect the Councillors and Auditors, elect the President, VicePresident(s) and Treasurer as proposed by the Council, receive and consider reports on the activities of the
Chamber, consider any motions on membership brought before it under article 4 above, discharge the
President, the Vice-President(s), the Treasurer and the Council from liability for their actions, and to transact
any other business to come before it. Unless otherwise provided in these Articles of Association, resolutions
shall be passed by affirmative vote of a majority of those members present or represented.

10.3. A special General Meeting may be held any time upon notice by the President or in his/her absence a
Vice-President of the Chamber or by resolution of the Council. Such meeting must also be called whenever
requested in writing for a specific purpose by at least 10% of the total of the members having the right to
attend and vote.

10.4. Notice of a General Meeting shall be given at least 21 days prior to the date of such meeting in the
Chamber’s Bulletin, or other official publication, e-mail or other appropriate electronic means. At all
meetings, 30 members present shall form a quorum.

10.5. Each member shall be entitled to one vote at all General Meetings. Members may give proxies to other members to attend and vote at meetings by written proxy. In the case of corporations, associations,
partnerships and business firms, these members shall designate a person or persons, who are empowered to
represent their organisation at such General Meeting.

10.6. Subject to article 10.4 above, it shall require a simple majority of those voting members present or
represented by proxy at any General Meeting to pass a resolution except for a resolution to disband the
Chamber which shall require the approval of two thirds of such members.

10.7. General Meetings shall be presided over by the President of the Chamber, or in his/her absence, a
Vice-President of the Chamber, or in his/her absence, a Councillor delegated by the President of the Council,
or in his/her absence a Chairman elected by the voting members present. Such Chairman shall be a member
of the Council.

11. Audit

11.1. At least once every year the annual accounts of the Chamber shall be subject to a limited audit
(eingeschränkte Revision / contrôle restraint / revisione limitata) by a licensed auditor as defined by the Swiss
Federal Audit Oversight Authorities.

11.2. The Auditor shall be appointed for one business year at the Annual General Meeting. Their term of
office shall end with the approval of the final annual accounts. The General Meeting may remove the Auditor
with immediate effect at a General Meeting.

11.3. The Auditor shall be neither an officer not a director of the Chamber. He/she shall examine all
accounts and shall report in writing to the Council prior to the Annual General Meeting. The Auditor’s report
will be presented to the Annual General Meeting and shall be open to inspection at the Chamber’s head office
during the three-week period prior to the Annual General Meeting of the Chamber.

12. Dissolution of the Chamber

12.1. If upon the Chamber’s dissolution, any property remains, after payment of all its liabilities, the same
shall not be distributed to the Members of the Chamber but shall be given to some other institution(s) having
similar objects to the Chamber or some suitable charity, such institution(s) to be determined by the Council
of the Chamber at the time of dissolution.

13. Amendments to the Articles of Association

13.1. Any change or amendment to these Articles of Association shall be submitted to the Council for
approval, and if approved by the Council shall be submitted to the next General Meeting for consideration
and vote. Notice of change shall be made known to the Chamber members by appropriate announcement
with the notice of such meeting and at least 21 days prior to such General Meeting.

Note: the use in these Articles of the pronoun “he/his” is deemed to be gender non-specific and is for purposes of
simplification only