Statutes of the OAPublishing Collective Cooperative

I. Company, registered office and purpose of the cooperative

Article 1 Company, registered office

Under the company OAPublishing Collective Cooperative (OAPublishing Collective Société Coopérative; OAPublishing Collective Società Cooperativa; OAPublishing Collective Cooperative) is a cooperative for an indefinite period of time in accordance with the law (Art. 828 et seq. CO) and these Articles of Association with its registered office in 8424 Embrach, Canton of Zurich.

Article 2 Aims

  1. The aim of the cooperative is to make the publication, editing, publishing and other services in connection with publicly accessible scientific publications available to its members in a politically and religiously neutral manner through joint self-help through joint self-help, in particular and not exclusively via open access and to make these publications openly available to the general public in an appropriate manner.
  2. The purpose also includes, but is not limited to, the maintenance and hosting of periodicals, the publishing production and distribution of book and booklet formats, as well as services in the field of specialist publications.
  3. The Cooperative may carry out all commercial, financial and other activities, such as the organisation of events, conferences and congresses, which are directly or indirectly related to the purpose of the Cooperative or are likely to promote or facilitate it.
  4. The cooperative can acquire, encumber, hold and sell real estate at home and abroad.
  5. The cooperative can establish branches and subsidiaries in Germany and abroad and participate in other ventures at home and abroad.
  6. The cooperative’s activities are non-profit and not-for-profit.

II. Membership

Article 3 Share certificates

  1. The cooperative issues share certificates with a nominal value of CHF 500.00 (in words: Swiss francs five hundred.00) in the name of the member.
  2. In order to join, each member of the cooperative must take over at least one share certificate. A member can also take more than one share certificate. In this case, the Board of Directors decides on the maximum number.
  3. Neither interest nor dividends are paid on the share certificates, as the net income accrues to the cooperative’s assets.
  4. The cooperative can either waive the securitisation of the share certificates altogether or integrate the share certificates in another written declaration to the member.
  5. The share certificates are transferable and pledgeable only with the consent of the Board of Directors.

Article 4 Entrance fee (“Agio”)

As a prerequisite for the accession of new members – in addition to the assumption of a share certificate – the Board of Directors may charge the payment of an entry fee (premium) to be determined by the Board of Directors, which does not exceed CHF 500.00 (in words: Swiss francs five hundred.00).

Article 5 Bonds

The cooperative is entitled to issue bonds. Acquisition and holding can be linked to membership. Details will be laid down, where appropriate, in financial regulations to be adopted by the Board of Directors.

Article 6 Liability

Only the cooperative’s assets are liable for the cooperative’s liabilities. Any personal liability or obligation on the part of the members of the cooperative to make additional payments is excluded.

Article 7 Accession, admission

  1. Members of the cooperative can be natural persons, legal entities and corporations under public law who feel connected to the purpose of the cooperative.
  2. Admission as a member of the cooperative is made by resolution of the Board of Directors on the basis of a written application for membership.
  3. Upon payment of the share certificate as well as any entrance fee and the fulfilment of the other admission requirements, the Board of Directors accepts the applicant as a member of the cooperative.
  4. The Board of Directors decides on admission at its own discretion. A rejection of applications for membership does not need to be justified. The decision of the Board of Directors is final.

Article 8 List of cooperative members

The cooperative keeps a register in which the name, surname or company name of the cooperative members and their address are recorded.

Article 9 Participation and voting rights of cooperative members

  1. The members of the cooperative exercise their rights of voting, election, participation and control in accordance with Articles 855 to 857 of the Swiss Code of Obligations at the Annual General Meeting, which can be held as a face-to-face meeting or virtually. Each member has one vote, regardless of how many shares a member has.
  2. In the case of votes and elections, abstentions are not counted for the purpose of determining the respective majority.

Article 10 Termination of membership

Membership expires:

  1. by resignation
  2. by death
  3. by exclusion
  4. in the case of legal entities: in the event of their liquidation

Article 11 Withdrawal, severance pay

  1. Subject to a notice period of six months, any member of the cooperative may withdraw from the cooperative on 30 June or 31 December of each year by giving written notice to the Board of Directors.
  2. If the membership expires, there is no entitlement to severance pay.

Article 12 Exclusion

  1. Members of the cooperative who do not fulfil their duties or who violate the interests and the articles of association of the cooperative or who no longer meet the statutory membership requirements may be excluded by the Board of Directors.
  2. Excluded cooperative members may lodge a written appeal against this decision with the Board of Directors for the attention of the General Meeting within 10 days of notification of the exclusion. The appeal does not have suspensive effect. The decision of the General Assembly can be challenged in court within three months.

III. Organization of the cooperative

Article 13 Organs of the cooperative society

The organs of the cooperative are:

  1. the General Assembly
  2. the Board of Directors
  3. the auditors

A. The General Assembly

Article 14 Powers and tasks

  1. The General Assembly is the supreme body of the cooperative.
  2. Its non-transferable powers are:
    1. establishing and amending the Articles of Association;
    2. election of the Board of Directors and the auditors;
    3. the approval of the annual financial statements and, where appropriate, the adoption of resolutions on the appropriation of retained profits;
    4. the approval of the management report;
    5. the adoption of resolutions on the repayment of capital reserves;
    6. the discharge of the Board of Directors and the Executive Board;
    7. the adoption of resolutions on the subjects reserved to the General Assembly by law or the statutes.

Article 15 Convocation

  1. The Annual General Meeting shall be held by 30 June of each year at the latest and shall be convened by the Board of Directors, if necessary by the auditors, at least 20 days before the date of the meeting.
  2. The convocation is made to the members in written or electronic form, stating the agenda items.

Article 16 Virtual General Assembly

  1. The Board of Directors may order the holding of a virtual Annual General Meeting without a meeting venue and using electronic means in accordance with Art. 893a CO. The deadline for convening the meeting shall apply in accordance with Art. 15 above. The Board of Directors shall regulate the appropriate use of electronic means, ensuring that:
    1. the identity of the participants is established;
    2. the votes at the General Assembly are transmitted directly;
    3. participants can submit proposals and participate in the discussion;
    4. the result of the vote cannot be distorted.
  1. The Board of Directors is entitled to transmit the votes of participants in image and sound to all other participants during a virtual Annual General Meeting.
  2. Article 20 shall apply to the representation of other members of the cooperative in the context of a virtual general meeting.

Article 17 Extraordinary General Meeting

Extraordinary general meetings are convened if the Board of Directors, 10% of the members or the auditors or at least 3 members – if the cooperative has less than 30 members – so request. Such a request must be made in writing and must specify the items on the agenda. The Board of Directors must comply with such requests within a period of one month. The convocation shall be made by written or electronic notice to the members. The powers of the Extraordinary General Meeting may be exercised in full by order of the Board of Directors through a virtual General Meeting; unless 10% of the members who request the holding of an Extraordinary General Meeting request the holding of a General Assembly with the personal presence of the members.

Article 18 Request for agenda

  1. Members have until 15 January before the respective Annual General Meeting to request in writing that items for negotiation be included on the agenda. The corresponding motions must also be submitted in writing with the request for an item on the agenda. At an extraordinary general meeting, the agenda requests and related motions must be submitted in writing at least 14 days in advance.
  2. In the context of agenda requests for amendments to the Articles of Association, the proposed amendments must be formulated in such a way that they can be adopted directly by the Annual General Meeting if necessary. The Board of Directors examines formulated requests to amend the Articles of Association to determine whether they are in accordance with applicable law.
  3. The members will be informed by notification in written or electronic form of the submitted agenda requests and the related motions.
  4. No resolutions can be passed on business that has not been announced on the agenda, except for the request to convene an extraordinary general meeting.

Article 19 Chairmanship of the General Assembly, Minutes

  1. The Annual General Meeting is chaired by the President or, in the event of his or her absence, by the Vice-Chairman of the Board of Directors.
  2. Minutes of each General Assembly must be kept. It must be signed by the presiding person and the person taking the minutes. 30 days after the General Assembly, members can consult the minutes for one month at the cooperative’s headquarters. The Board of Directors may also publish the minutes or mere excerpts (e.g. minutes of resolutions) thereof in electronic form.

Article 20 Voting rights and participation

  1. Each member of the cooperative has one vote, regardless of the number of shares acquired.
  2. Members may be appointed by proxy. An authorised person must be a member of the cooperative himself.
  3. An authorized person may not represent more than one member and requires a written power of attorney.

Article 21 Voting and elections

  1. Voting and elections shall be open unless a secret ballot is required of at least 25% of the members present. The presiding person may order that votes and elections be held in electronic form, which shall be considered both open and secret ballots and elections.
  2. The General Assembly passes its resolutions by an absolute majority of the valid votes cast, unless a qualified majority is required by law or the Articles of Association.
  3. A two-thirds majority of the valid votes cast is required to amend the statutes.
  4. In all votes and elections, abstentions are not counted for the purpose of determining the respective majority.

B. The Board of Directors

Article 22 Composition, election, term of office and constitution

  1. The Board of Directors consists of 3 to 7 members, all of whom must be cooperative members.
  2. The Annual General Meeting elects the members of the Board of Directors for a term of office of two years. The term of office ends at the respective Annual General Meeting. By-elections are valid for the remainder of the term. Re-election is possible.
  3. The Board of Directors is self-constituted.
  4. The President or the Vice-President and the Actuary or Treasurer sign in pairs. The other members of the Board of Directors do not have the right to sign.
  5. The members of the Board of Directors disclose their mandates on the boards and boards of directors of other companies and organizations.
  6. The Board of Directors decides on the admission of new cooperative members.
  7. The Board of Directors conducts the business of the cooperative. It decides on all matters that are not expressly reserved for the General Assembly. In particular, it ensures the preservation of the cooperative’s purpose.

Article 23 Meetings and Minutes

  1. The Board of Directors shall meet at the invitation of the Executive Committee, as often as business requires, or at the request of at least two members of the Board of Directors; but at least twice a year.
  2. Minutes of the meeting must be kept, which must be signed by the Presidium and the Minutes. Minutes need not be taken by the Board of Directors.

Article 24 Decision-making

  1. The Board of Directors has a quorum if a majority of its members are present.
  2. The Board of Directors takes its decisions and conducts its elections by a majority of the members present. In the event of a tie, the chairperson has the casting vote. Abstentions are not counted in the calculation of the majority.
  3. Circular resolutions in written, electronic or telephone form are permissible and must be recorded in the minutes of the following meeting of the Board of Directors. A resolution is adopted if it is approved by an absolute majority of all members of the Board of Directors.

Article 25 Tasks and competences

  1. The Board of Directors has to manage the business of the cooperative with all due diligence and to promote the cooperative’s purpose to the best of its ability.
  2. The Board of Directors is responsible for all matters that are not reserved to another body by law, articles of association or regulations.
  3. The Board of Directors may delegate all or part of its duties and powers, in particular its management, to a committee, to individual members of the Board of Directors or to third parties (management or management, whose members must have a cooperative share certificate). In this case, it shall issue organisational regulations regulating the delegated tasks, the competent bodies and reporting. It can also regulate the organisation of the Board of Directors, the Executive Board and the guidelines for corporate governance and issue other regulations.
  4. In particular, the Board of Directors has the following powers:
    1. Convening the Annual General Meeting and setting the agenda;
    2. Preparation of the annual report and financial statements for the attention of the Annual General Meeting;
    3. Consideration of all other submissions to the General Assembly;
    4. Taking care of finance, bookkeeping;
    5. Keeping the register of cooperatives;
    6. deciding on the admission and expulsion of members;
    7. Appointment of authorised signatories and determination of the nature of their power to sign
    8. determining the maximum number of share certificates that a member can take;
    9. determination of the nominal value of the share certificates;
    10. Management and supervision of persons entrusted with the management of the company.

C. The Auditors

Article 26 Election and term of office

  1. The Annual General Meeting elects an auditor. One or more natural or legal persons or partnerships may be elected as auditors. The auditor must have its domicile, registered office or a registered branch in Switzerland.
  2. If the cooperative is obliged to carry out an ordinary audit, the general meeting must elect an approved audit expert or a state-supervised audit firm as auditor in accordance with the provisions of the Audit Oversight Act of 16 December 2005.
  1. If the cooperative is obliged to carry out a limited audit, the General Assembly, as the auditor, must elect an approved auditor in accordance with the provisions of the Audit Oversight Act of 16 December 2005.
  2. According to Art. 906 in conjunction with 728 or 729 CO, the auditors must be independent.
  3. The auditors are elected for two financial years. Your term of office ends with the approval of the last annual accounts. Re-election is possible.
  4. The choice of an auditor may be waived if:
    • the company is not obliged to carry out an ordinary audit,
    • all members of the cooperative agree, and
    • the company has no more than ten full-time equivalents.
  1. The waiver also applies to subsequent years. However, every member of the cooperative has the right to request that a limited audit be carried out and that an appropriate auditor be elected at least ten days before the Annual General Meeting.

Article 27 Tasks

  1. The auditor is responsible for the tasks assigned to it by law (Art. 906 in conjunction with 728 lit. a to c CO). It shall report in writing to the General Assembly on the outcome of the audit.

IV. Accounting

Article 28 Fiscal Year

The financial year of the cooperative is the calendar year.

Article 29 Accounting

The annual financial statements, consisting of the balance sheet including the notes to the financial statements and the income statement, must be prepared in compliance with the statutory provisions (Art. 957 et seq. CO).

V. Notices and Announcements

Article 30 Notifications

Notices to cooperative members shall be made by ordinary letter, e-mail or other appropriate means to be determined by the Board of Directors to the last known address of the members.

Article 31 Notices

The statutory announcements to third parties are published in the Swiss Official Gazette of Commerce.

VI. Dissolution of the cooperative

Article 32 Dissolution

The dissolution of the cooperative may be resolved by a general meeting convened specifically for this purpose by a two-thirds majority of votes.

Article 33 Distribution of liquidation surplus

A liquidation surplus is distributed among the members of the cooperative who form the cooperative at the time of liquidation in accordance with the share certificates.

VII. Final provisions

Article 34 Final provisions

The date of the postmark is used for the calculation of deadlines.

Article 35 Entry into force

These Articles of Association were adopted by the Annual General Meeting on October 30, 2023. They enter into force when they are entered in the commercial register.

Basel, 30 October 2023

Chairman of the Board of Directors (Klaus Rummler)

Member of the Board of Directors (Daniele Ceccarelli)