I. Legal form and denomination

Art.1. Name

In accordance with Art. 60 et seq. of the Swiss Civil Code (SCC), a non-profit association is established, called “Association for the support and education of young people in the Peruvian Amazon”, abbreviated to “Parway”. The association may be registered in the Commercial Register if the Committee so decides.

Art.2. Head office

The association is based at 6814 Cadempino, c/o PMI Fiduciaria e Revisioni SA. By resolution of the Committee, it may establish sections in other municipalities in Switzerland and may participate in trade associations with similar aims.

Art. 3. Start, duration and type

The association is apolitical, non-religious and non-profit. It starts with the approval of these statutes and has an unlimited duration.

II. Aims of the association

Art. 4. Purpose

The aims of the association, mainly aimed at the geographical area of the Peruvian Amazon, are the following:

  • to help ensure the widest possible training and work opportunities for young people;
  • to support their education, training and integration into the world of work;
  • to support educational institutions in rural communities through the provision of materials and services;
  • to create appropriate digital platforms to facilitate access to online training;
  • to collaborate with other associations, coordination offices and NGOs in order to raise the necessary funds, where appropriate through the creation of new offices abroad;
  • to combat the social and economic hardship of young people by developing appropriate training courses both basic than higher level.

III. Members

Art. 5. Type of member

The association consists of active and passive members. Any natural or legal person with domicile or registered office in Switzerland may become an active member. Natural persons and legal entities with domicile or registered office both in Switzerland and abroad may become passive members. The association is open within the limits specified in the admission conditions.

Art. 6. Active members

Anyone can join the association as an active member on condition that he or she complies with these statutes and undertakes to pay the social membership fee.

Art. 7. Passive members

Supporters and sympathisers, even if not directly involved in the aims of the association, are admitted as passive members. They will not have any voting rights at the members’ meeting, although they can participate and receive regular information about the social activities.

Art. 8. Methods of adhesion

Membership as an active member, must be made by means of an application for admission drawn up on the specific form and must contain:

  1. The applicant’s personal details and domicile;
  2. A declaration of acceptance and compliance with all the provisions of these Articles of Association, any future amendments thereto, and the resolutions and provisions adopted by the bodies of the Association on the basis of the Articles of Association;
  3. The obligation to pay the membership fees, from the moment the application for admission is submitted until the end of the financial year;

Acceptance of the application for membership is implicit, and the committee resolves to the contrary within 30 days of its submission. A confirmation of membership is sent to the member in written form (simple mail or e-mail). Against the resolution of rejection of the application for
Admission can be made at the next ordinary meeting within 20 days of notification. The decision of the ordinary meeting is final.

Art. 9 Resignation, termination, suspension and expulsion

Membership of the association automatically ceases:

  • in the case of natural persons by resignation, exclusion, non-payment of the social tax or death;
  • in the case of legal persons by resignation, exclusion, non-payment of the social tax, bankruptcy and dissolution.

Resignation is possible at any time, in writing and with 3 months’ notice before the end of the financial year.
The Committee may decide the suspension or exclusion of a member by notifying the person concerned by registered letter. In case of suspension, this is temporary, it must be motivated and may not exceed a period of one year. The expulsion of a member may only take place for serious reasons. The decision must be communicated to the person concerned with the reasons for the case. Against decisions to suspend or exclusion, the member can appeal within 30 days in writing to the association’s assembly through the committee. The following assembly will decide definitively, by secret vote.

IV. Financial provisions

Art. 10. Funding

The income of the association is composed of:The income of the association is composed of:

  • annual membership fee of active members;
  • annual membership fee of passive members;
  • voluntary contributions;
  • subsidies and donations;
  • interest and income from the association’s assets.

For the first financial year, a membership fee of CHF 100.00 is set for active members and CHF 50.00 for passive members, normally to be paid in advance.

Art. 11. Membership fee in case of suspension

A temporarily suspended member is required to pay the membership fee.

Art. 12. Membership fee in case of resignation or expulsion

Members who have resigned or expelled are required to pay the full contribution for the current accounting year and cannot claim any rights to the association’s assets.

Art. 13. Payment term

The annual membership fee and any other financial obligation towards the association must be paid within 30 days after the invoice is issued.
A member who, despite a registered letter of formal notice, does not pay his or her annual membership fee is automatically expelled from the association. This decision is irrevocable.

Art. 14. Liability

The Association is liable to third parties only up to the value of its assets. Any direct or subsidiary liability of members is excluded.

V. Bodies of the Association

Art. 15. Bodies

The bodies of the association are:

  • the social assembly;
  • the Committee;
  • the control body (auditing office).

VI. The social assembly

Art. 16. Social Assembly

The annual ordinary meeting is held once a year, within six months of the annual closing date. The annual financial year ends on 31 December. The first financial year runs from 01 August 2019 to 31 December.
December 2019 and the related membership fee is received in full despite the first reduced period of activity. An extraordinary meeting may be convened at any time by the committee, the control body or at least 1/3 of the active shareholders by written and reasoned request.
The convocations must be received by the addressees at least 20 days in advance, indicating the list of negotiations, the date, time and place of the meeting. Conventions may be made by traditional mail, electronic mail or publication in the Official Gazette of the Canton of Ticino.
The ordinary meeting may only deliberate on the items on the agenda..

Art. 17. Competence

They are the responsibility of the Shareholders’ Meeting:

  1. the appointment of the Chairman and the other members of the Committee;
  2. the appointment of the control body;
  3. the approval of the report of the chairman and/or the committee, with related discharge;
  4. approval of the annual report and the report of the control body, with related discharge;
  5. ratification of the annual membership fee and any extraordinary contributions proposed by the committee;
  6. the revocation of the Committee;
  7. amendments to the Articles of Association;
  8. the dissolution of the association and the allocation of the corporate assets in compliance with articles 27 e 28;
  9. decisions on appeals regarding admissions, suspensions and expulsions of members.

Art. 18. Faculty of resolution

The shareholders’ meeting decides by simple majority of the shareholders present and entitled to vote. The presence of 2/3 of the shareholders is required for amendments to the Articles of Association. In this case a majority of 2/3 of those present is also required. Should this quorum not be reached, on second call, the meeting shall decide with any number of members present, by simple majority.

Art. 19. Call of the ordinary meeting

The annual report, as well as the report of the controlling body, must be available to the members who wish to view them, at least 20 days before the date of the meeting.

VII. The Committee

Art. 20. Representation

The committee is the body that represents the Parway association externally.

Art. 21. Composition and duration

The committee is the executive body of the association and is composed of the president, the vice-president, the cashier and the secretary. The Committee may be extended up to 7 members, including the holders of the above-mentioned functions. It defines within itself the offices necessary for its functioning, with the exception of the president who is appointed by the assembly. The Committee is elected for a term of three years. It may be re-elected.

Art. 22. Competence

The Committee takes care of all business and tasks that are not the responsibility of the Shareholders’ Meeting. It manages the finances of the association in a prudent manner, reporting appropriately through accounts prepared in accordance with generally accepted principles. The first closure of the accounts is scheduled for 31st December 2020. Decides on the expulsion of shareholders according to Art. 9. It is authorised to set up commissions or working groups and assign them specific tasks.

Art. 23. Committee meetings

The Committee shall meet as necessary on convocation by the Chairman or at the written and reasoned request of at least 2/5 of its members.

Art. 24. Signature

The committee regulates the right of signature within its own internal structure, considering that the association will be bound by a collective signature of two with the president.

Art. 25. Committee decisions

The Committee shall decide by a majority of the votes cast. In the event of a tie, the vote of the Chairman shall be decisive.

VIII. The Auditing Office

Art. 26. Purpose and duration

As it is free to regulate the audit in accordance with Art. 69b para. 4 of the Swiss Civil Code, the General Meeting appoints a licensed auditor or elects at least one person from among its members to check the formal correspondence of the records with the supporting documents and to report to the General Meeting.
The Board of Statutory Auditors is elected for a term of three years. It may be re-elected.

IX. Dissolution – Entry into force

Art. 27. Mode

The dissolution of the Parway association shall be decided by the social assembly convened exclusively for this purpose. A qualified majority of the members is required and the same procedure as in Art. 18 is required for amendments to the Articles of Association.

Art. 28. Allocation of assets

After the dissolution of the association, the net assets will be allocated to similar non-profit associations based in Switzerland, respectively, if this is not possible, in favour of the municipality in which the association will have its seat at the time of its dissolution.

Art. 29. Entry into force

These Articles of Association were accepted at the Constituent Assembly on 02 December 2019.

Cadempino, 02 dicembre 2019.

The president and promotor, Xavier Bronlet

The vice-president, Andrea Soccal-Bianchi

The secretary, Pim Kruisinga