Zürcher Kunstgesellschaft Articles of Association

Natural persons and legal entities that support the association’s purpose may become members.

The membership includes, in particular, individual, couple, junior, corporate and honorary members.

The Board regulates the admission of new members. Admission may be refused for good cause.

Membership of the Vereinigung Zürcher Kunstfreunde includes membership of the Zürcher Kunstgesellschaft. Details are regulated by the Board of the Zürcher Kunstgesellschaft.

Artists and persons associated with art who have performed outstanding services on behalf of the visual arts or the Kunstgesellschaft may be appointed as honorary members by the general meeting on application from the Board. They enjoy all the rights of membership.

The annual contributions for the member categories listed in §2 are fixed by the general meeting on application from the Board.

Junior members pay a reduced annual contribution. Honorary members do not pay an annual contribution.

The association’s liabilities are covered only by its assets. No personal liability attaches to members.

Membership and the rights arising out of it are conditional on payment of the annual contribution.

Members receive a membership card that, for the period of its validity, entitles them in particular to free admission to the collection on display and to the temporary exhibitions, use of the library including loans for home use, and attendance and the exercise of voting rights at the general meeting.

Corporate members may obtain additional annual membership cards, the number of such cards in relation to their annual contribution being set by the Board. These cards confer the same rights as the membership cards described in §8 para. 2, with the exception of the right to attend and exercise voting rights at the general meeting.

The Board may extend the issuance of such annual membership cards as per para. 1 to other categories such as patrons and retired employees.

Memberships may only be cancelled with effect from the end of the year.

The Board may exclude members at any time for good cause. Excluded members have the right of appeal to the general meeting within 10 days.

Acquisitions for the collections are financed from the collection fund, which is made up as follows:

1. an amount appropriated from the annual income statement at the Board’s discretion, normally CHF 500,000;

2. donations and bequests, with half the amount of such donations and bequests normally accruing to the collection fund except where they are reserved for a stipulated purpose;

3. normally, 15% of membership contributions.

The governing bodies of the Zürcher Kunstgesellschaft are:

1. the general meeting of members;

2. the Board;

3. the external auditor;

4. the Director and other members of the Executive Management of the Kunsthaus.

The general meeting of members is the supreme governing body. It has the following powers:

1. electing the Chair and three other members of the Board and appointing the external auditor;

2. approving the annual report and annual financial statements;

3. granting discharge to the Board;

4. setting the annual membership contributions;

5. deciding on important business submitted to it by the Board;

6. revising the Articles of Association;

7. dissolving the association.

An ordinary general meeting takes place in the first half of each year. Invitations are sent out by the Board, along with the annual report, at least 14 days before the day of the meeting.

The support of at least 50 association members is required to place an item on the agenda for the meeting. The request must be communicated to the Board no later than 90 days before the ordinary general meeting, stating the motions for discussion. Requests for agenda items that are submitted less than 90 days before the meeting will be debated at the next ordinary general meeting, unless an explicit application for an extraordinary general meeting is submitted.

Extraordinary general meetings are convened by the Board on the basis of a resolution of the Board or a written request from at least 100 association members (stating the agenda items and motions). Invitations are sent out at least 14 days before the date of the meeting.

Requests and suggestions concerning any matter affecting the Kunstgesellschaft may be submitted at the general meeting. However, resolutions are only permitted in respect of business that is on the agenda and on which the Board has been able to state its position.

Every member has one vote at the general meeting. In the case of couples who are both members, each has one vote. Members may not be represented at the meeting by a proxy.

Votes at the general meeting are open, unless the general meeting resolves to vote in secret on individual items of business or the Board orders this, stating its reasons. Resolutions of the general meeting are passed with a simple majority of all valid votes cast, subject however to the rules on amendments to the Articles of Association and the dissolution of the Zürcher Kunstgesellschaft (§25 and §26).

Members are notified of elections at least 90 days before the general meeting. The Board proposes suitable candidates. The serving Board members and/or Chair are automatically deemed to be proposed for re-election at the end of their term of office unless they have stated their intention to resign or the Board submits a motion to the contrary. Proposals for candidates may also be submitted to the Board in writing, signed by a minimum of 50 association members, no later than 60 days before the general meeting.

During elections, votes may only be cast for candidates who have been proposed in this way, or who are deemed to have been proposed, or whose election is requested by the Board. In the first round of voting, an absolute majority of the valid votes cast is required; in a second round, only a relative majority is required.

The Board is the supreme management body. It represents the Zürcher Kunstgesellschaft both internally and externally. Its responsibilities include in particular:

1. convening the general meeting, setting the agenda and consulting in advance on its business;

2. appointing and dismissing all members of the Executive Management and defining their duties;

3. deciding on the Kunsthaus’s strategic orientation on application from the Director;

4. adopting the annual financial statements for approval by the general meeting;

5. approving the annual budget (operating and investment budget) and any additions thereto;

6. approving admission prices;

7. regulating and granting signatory rights;

8. issuing regulations;

9. all matters that, by law, the Articles of Association, regulations or resolution of the Board, are not expressly reserved to another body.

The Board may transfer individual powers to one or more of its members (e.g. a committee) or third parties. Responsibility for preparing for and implementing the resolutions of the Board lies with the Executive Management, which is also responsible for the operational conduct of business.

The Board has a total of 11 members. They are appointed as follows:

1. the general meeting elects the Chair and three further members;

2. the Vereinigung Zürcher Kunstfreunde delegates one member;

3. public bodies appoint six members (Zurich City Council four and the Government Council of the Canton of Zurich two).

Except to the extent governed by §18, the Board constitutes itself and, in particular, decides on the Vice-Chair.

The Chair oversees the business of the Board. He/she votes in meetings of the Board and in the event of a tie, has the casting vote.

The Vice-Chair stands in when the Chair is unable to attend.

The Board is quorate when at least half of its members are present.

The term of office of the Chair and the other Board members elected by the general meeting is three years. Members may be re-elected.

The external auditor is appointed by the general meeting.

The external auditor has the rights and obligations set out in Art. 728 et seqq. of the Swiss Code of Obligations in respect of the ordinary audit.

The external auditor audits the annual financial statements and reports its findings to the Board in writing no later than 30 days prior to the general meeting. The term of office of the external auditor is one year.

Relationships with the City of Zurich, foundations and the Vereinigung Zürcher Kunstfreunde

The rights and obligations of the Zürcher Kunstgesellschaft in respect of the City of Zurich, the Stiftung Zürcher Kunsthaus, the Vereinigung Zürcher Kunstfreunde and other foundations linked to the Kunsthaus Zürich on a long-term basis are governed by special agreements.

In relation to the City of Zurich in particular, the current version of the Subsidy Agreement between the City of Zurich and the Zürcher Kunstgesellschaft applies (AS 442.110).

Amendments to the Articles of Association require the approval of the general meeting by three quarters of the valid votes cast.

Additionally, the Subsidy Agreement between the City of Zurich and the Zürcher Kunstgesellschaft stipulates that all amendments to the Articles of Association must be submitted to the City Council for approval.

Notifications to members (e.g. invitations to the general meeting) are made by letter or e-mail to the member addresses on file or via the Kunsthaus magazine sent to members.

Dissolution of the Zürcher Kunstgesellschaft may only be approved at a general meeting convened for this purpose by registered letter and with a three-quarters majority of the valid votes cast. However, a veto by one twentieth of the members will be sufficient to prevent the dissolution.

The general meeting at which the decision to dissolve the Zürcher Kunstgesellschaft is taken will, while safeguarding public interests, decide by a three-quarters majority what is to be done with the association’s assets and the collection. Until a new Kunstgesellschaft is formed, the association’s assets and the Kunsthaus collection will be temporarily administered by the City of Zurich. In any event, the association’s assets and the collection must be transferred to an institution with an identical or similar purpose.

These Articles of Association replace the Articles of Association dated 3.7.1919, as amended on 12.1.1926, 7.11.1932, 29.5.1953, 24.5.1960, 28.5.1969, 29.5.1975, 4.5.1982, 28.5.1990, 3.6.2002, 26.5.2003, 30.5.2005, 27.5.2013, 30.5.2016 and 29.5.2017.

So resolved at the ordinary general meeting of the Zürcher Kunstgesellschaft held on 19 June 2023.

The Chair of the Zürcher Kunstgesellschaft
Dr. Philipp M. Hildebrand

The Vice-Chair of the Zürcher Kunstgesellschaft
Dr. Conrad M. Ulrich