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2026 Annual General Meeting

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Statutes of the Swiss Plastic Recyclers Association

Name and registered office

Art. 1

An association exists under the name "Verband Schweizer Plastic Recycler" within the meaning of Art. 60 ff. ZGB (SWISS CIVIL CODE). The association exists for an indefinite period.

Art. 2

The registered office of the Association shall be at the domicile of its head office in accordance with Art. 16 hereafter.

The association is politically neutral.

 

Aim and purpose

Art. 3

The purpose of the association is to support and promote the Swiss circular economy, in particular by

  1. a nationwide separate collection of plastics from households, trade, industry, agriculture, etc. throughout Switzerland;
  2. Recycling of plastics materially and thermally;
  3. Promotion of applications and products made from recycled plastic;
  4. Strengthening Switzerland as a business location, for example by promoting new jobs, technologies, investments, etc;
  5. Information for the public;
  6. Political work; representation of common concerns vis-à-vis authorities, professional associations, private licensing systems;
  7. Training and further education in plastics recycling.

 

Membership

Art. 4

Members of the association can be

  1. Companies from the sectors
  • the waste disposal and recycling industry;
  • the thermal recyclers of waste;
  • plastics production and trade;
  • of the retail and wholesale trade;

 

  1. the public community and
  2. Associations, authorities, offices and other organizations that recognize and are prepared to promote the aim and purpose of the Association.

 

Art. 5

Anyone wishing to join the Association must submit a written application for membership to the Board of Directors. The Board of Directors makes the final decision on admission.

Art. 6

Membership expires upon:

  1. a) Resignation
  2. b) Exclusion
  3. c) Death or liquidation in the case of legal entities

Resignation must be declared in writing. It can only be made with six months' notice to the end of the year.

A member may be expelled from the association by the Executive Board at any time without stating a reason. The decision to expel a member is generally made after hearing the member, is communicated to the member in writing and is effective immediately. There is no right of appeal to the Annual General Meeting.

A resigning or expelled member must fulfill the financial obligations to the Association that have arisen up to the time of their resignation.

Art. 7

Natural and legal persons who support the association in its aim and purpose can belong to the association as patrons without voting rights.

 

Organs

Art. 8

The bodies of the association are

  1. the Annual General Meeting
  2. The Management Board
  3. the auditors (optional)

 

The Annual General Meeting

Art. 9

The Annual General Meeting is held annually within the first six months of the year.

The invitation to the Annual General Meeting is issued by the Board of Directors in writing or by e-mail at least 20 days in advance, stating the items on the agenda.

Motions for the attention of the Annual General Meeting must be submitted to the Chairman in writing or by e-mail at least 7 days in advance.

Art. 10

An Extraordinary General Meeting must be convened by resolution of the Board of Directors, at the request of at least one fifth of the members or at the request of the auditors. The invitation must be issued ten days before the meeting.

Art. 11

The tasks and powers of the Annual General Meeting are as follows:

  1. Acceptance of the annual report, the annual financial statements and the balance sheet as well as the auditors' report;
  2. Discharge of the Board of Directors and the auditors;
  3. Determining the annual budget and the financial contributions of the members;
  4. Election or removal of the Chairman, the other members of the Board of Directors and the auditors;
  5. Dealing with motions from the Board of Directors and members;
  6. Amendment of the Articles of Association;
  7. Dissolution of the association.

Dealing with other business to which the General Meeting is entitled by law and the Articles of Association or which is submitted to it by the Board of Directors.

Art. 12

The Annual General Meeting is chaired by the Chairman or, if he is unable to attend, by a Chairman of the day to be appointed by the Annual General Meeting. The Chairman appoints a secretary, who does not necessarily have to be a member of the Association or a representative of a member of the Association. Minutes are kept of the Annual General Meeting, which are signed by the Chairman and the secretary.

Art. 13

Resolutions at the Annual General Meeting are passed by open vote with a simple majority of the members present, unless these Articles of Association or the law provide for a different quorum. Voting shall only take place by secret ballot if this is expressly requested by a majority of the members present. In the event of a tie, the Chairman has the casting vote.

All members present have the same voting rights. Legal entities belonging to the Association exercise their voting rights through an authorized representative. Proxy voting is only permitted by another member of the Association.

Group companies can only be represented by one membership.

The member concerned is excluded from voting rights when a resolution is passed on the discharge, a legal transaction or a legal dispute between him/her and the Association.

Patrons are invited to the Annual General Meeting but have no voting rights.

 

The Executive Board

Art. 14

The Board of Directors consists of at least three members and is elected by the Annual General Meeting for a term of office of one year. Re-election is permitted. The Board of Directors consists of

  1. the President
  2. at least two further members of the Executive Board

With the exception of the election of the Chairman, it constitutes itself. The members of the Board of Directors sign collectively in twos.

Board meetings are convened by the Chairman or at the request of a Board member as often as business requires.

The Board of Directors passes its resolutions by a simple majority of those present, unless these Articles of Association or the law provide otherwise.

Even in the event of a tie, the Chairman has a simple majority. Circular resolutions require a simple majority of all members of the Board of Directors.

If members of the Board of Directors resign during their term of office, the Board of Directors shall replace itself. Such elections must be submitted to the next Annual General Meeting for confirmation.

Art. 15

In principle, the Executive Board has all powers that are not expressly reserved for the Annual General Meeting. Its tasks include in particular

  1. External representation of the Association,
  2. the preparation and holding of the Annual General Meeting,
  3. the management of the Association's assets,
  4. the admission and exclusion of members,
  5. the adoption of rules of procedure,
  6. the drafting of statutes, proposals and regulations.

Art. 16

The Executive Board

  1. Can set up a branch office;
  2. may elect a branch manager, who does not necessarily have to be a member of the Association;
  3. is authorized to delegate the management of the Association to a branch manager to the extent permitted by law; the branch manager is responsible for the day-to-day business of the Association in accordance with separate regulations;
  4. regulates the details of management in a set of regulations.

 

The auditors

Art. 17

If the following two criteria are exceeded in two consecutive financial years, the Association must have its accounts properly audited by an auditor elected by the General Meeting of Members

  1. Balance sheet total of 10 million francs
  2. Sales revenue of 20 million francs
  3. 50 full-time positions on an annual average

If the above criteria are not met, an auditor must nevertheless be appointed to conduct a limited audit of the accounts if a member of the association that is subject to personal liability or an obligation to make additional contributions requests this.

If the above criteria are not met and all members of the Association agree, the election of an auditor may be dispensed with.

Art. 18

One or more natural persons, legal entities or partnerships may be appointed as auditors. The auditors must be independent in accordance with Art. 69b para. 3 ZGB in conjunction with Art. 728 or 729 OR. They audit the Association's business and accounting.

The auditors are elected for one financial year. Their term of office ends with the approval of the last annual financial statements. Re-election is possible. Dismissal is possible at any time and without notice.

 

Finances

Art. 19

The financial resources for realizing the tasks of the association consist of

  1. the annual membership fees; the annual membership fee for voting members is determined by the Annual General Meeting;
  2. The annual patronage contribution amounts to CHF 1,000;
  3. Revenue for various products and services
  4. any income from events;
  5. the return on assets;
  6. the donations from private and public institutions.

Art. 20

Only the Association's assets are liable for the Association's liabilities. The personal liability of members for the liabilities of the Association is excluded.

Members whose membership expires before the Association is dissolved shall have no claim to the Association's assets.

Art. 21

The financial year coincides with the calendar year. The annual financial statements are closed on December 31 and an inventory is drawn up.

 

  1. Amendment of the Articles of Association and dissolution

Art. 22

The presence of at least three quarters of all members is required to amend the Articles of Association. A three-quarters majority of the members present is required for the adoption of such a motion.

If the quorum is not reached at the first Annual General Meeting, a second Annual General Meeting with the same agenda items must be convened within six weeks. This shall constitute a quorum regardless of the number of voting members present.

Art. 23

In the event of the dissolution of the Association, the Annual General Meeting shall decide on the distribution of the liquidation proceeds.

 

Entry into force

Art. 24

These Articles of Association were approved in their present form at the General Meeting on April 4, 2024 and enter into force immediately.