030417 Statuten _E_ - SECA

S � E � C � A
Swiss Private Equity & Corporate Finance Association
Schweizerische Vereinigung für Unternehmensfinanzierung
Articles of the Association
1. Name, seat and Duration
1.1. The „SECA – Swiss Private Equity & Corporate Finance Association“ is an association in
accordance with paragraph 60 and following of the Swiss Civil Code.
1.2. The seat of the association is in Zug.
1.3. The duration of the association is not limited.
2. Purpose
The association is a non-profit-organisation with no commercial interests and has the following
purposes:
� To promote corporate finance- and private-equity activities in the public and in the relevant
target groups;
� To promote the exchange of ideas and the cooperation among members;
� To contribute professional education and development of the members and their clients;
� To represent the members' views and interests in discussion with government authorities and
other bodies;
� To establish and maintain ethical and professional standards.
3. Resources
The financial resources of the association are based on the following contributions:
3.1. Annual membership fees;
3.2. Entrance fees of new members;
3.3. Donations and subsidies;
3.4. Attendance fees for meetings organised by the association.
4. Membership
4.1. Persons or legal entities resident in Switzerland and Liechtenstein and which are engaged or
interested in activities within the purposes of the association are eligible as members.
4.2. There are three categories of members:
4.2.1. Full (corporate) Members : Companies, professionally involved in one or more activities
related the purposes of the association (e.g. banks, private equity or venture
capital companies, corporate finance and M & A advisors, consul-ting and auditing
firms with corporate finance activities etc.)
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S � E � C � A
Swiss Private Equity & Corporate Finance Association
Schweizerische Vereinigung für Unternehmensfinanzierung
4.2.2. Associate (corporate) Members: Companies, interested in one or more activities related
to the purposes of the association, but not having their main business in corporate
finance or private equity.
4.2.3. Individual Members : Private persons who are active or interested in the field of corporate
finance or private equity.
4.2.4. Honorary Members: Elected by the General Assembly in recognition of their services
rendered to the association.
4.3. The Executive Committee has the competence of admitting and expelling members. Any expelled
member has the right to appeal to the General Assembly.
4.4. The members are not held responsible for any liability incurred by the association.
4.5. The annual membership fees amount to:
4.5.1. Full Members CHF 1'600.--
4.5.2. Associate Members CHF 900.--
4.5.3. Individual Members CHF 450.--
5. Organisation
The association comprises the following official bodies:
5.1. The General Assembly of the members;
5.2. The Executive Committee (Vorstand);
5.3. General Secretary;
5.4. The Advisory Board (Beirat);
5.5. Audit.
6. General Assembly of the members
6.1. The General Assembly is convened at least once a year by the Executive Committee or by
request of at least one fifth of all members.
6.2. The authority and the procedure of decision making are specified by Swiss law.
7. Executive Committee
7.1. The Executive Committee is composed of at least five members of the association. It manages
and represents the interests of the association. The members of the executive committee
are elected on an annual basis. The members of the executive committee usually have to be
full member.
7.2. The association is legally bound only by the collective signature of two members of the Executive
Committee.
7.3. The Executive Committee constitutes itself by electing a Chairman, a Deputy Chairman, a
Secretary and a Treasurer from amongst its members.
7.4. The Executive Committee may delineate the operation and representation of the association
to selected members of the executive committee, to the General Secretary or to third parties.
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S � E � C � A
Swiss Private Equity & Corporate Finance Association
Schweizerische Vereinigung für Unternehmensfinanzierung
8. General Secretary
The General Secretary assists the Executive Committee, the Advisory Board and other third parties
appointed by the Executive Committee.
9. Advisory Board
The members of the Advisory Board are proposed by the Executive Committee and are approved
by the General Assembly of the members. The Advisory Board advises the Executive Committee
on all matters relating to the purposes of the Association, especially publications, events, studies,
relationships with other bodies
10. Audit
The General Assembly of the members will appoint one or more auditors who will submit a report
to the General Assembly once a year.
11. Change of Articles, Dissolution of Association
11.1. Any change of the present articles as well as the decision of disssolving the association
must be approved by a majority of two thirds of the members attending a General Assembly.
11.2. Should the association be dissolved, any capital will be transferred to another association,
club or foundation which has the same or similar purpose. The members present at the Final
Assembly will determine the exact usage of left over capital.
12. Additional Legal Regulations
In any case where the articles are not applicable, rights and duties of the association and of its
bodies are subject to the rules set forth in paragraph 60 and following of the Swiss Civil Code.
SECA, Grafenauweg 10, PO Box 4332, CH-6304 Zug
“This is a translation of the German original. The German version applies in use of disagreement.”
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