a.Articles of Association
Article 1: Name and Registered Office
- Under the name of the “Global UTM Association” exists a non-profit making association (Verein) in the meaning of articles 60 to 79 of the Swiss Civil Code. This Association is an independent legal entity with legal capacity. It is governed by Swiss law exclusively. Its duration is unlimited.
- This Association is governed by the Articles of Association and alternatively by the law.
- The Association is domiciled in the Canton de Vaud, Switzerland.
- The Association is registered with the Swiss Commercial Register.
- The official language of the Association is English.
Article 2: Purpose
- The purpose of the Association is to:
Identify actions to be taken to safely, securely and efficiently integrate Unmanned Aircraft Systems (UAS) into national airspace systems;
b. Draft and distribute an interoperability blueprint for traffic management of UAS;
c. Collaborate with regulators and other stakeholders worldwide to identify standards, as well as scalable and compliant technical solutions, to the development of UAS Traffic Management (UTM) systems;
d. Instigate and facilitate partnerships between manned and unmanned users of the airspace;
e. And engage with other associations and groups facing similar challenges.
- The Association may engage in all activities and take all actions necessary and appropriate to carry out the above objectives.
Article 3: Membership
- Full members of the Association can be natural or legal persons engaged in the fields of UTM or similar matters.
- Associate members can only be natural persons engaged in the fields of UTM or similar matters. They shall have no right to vote or to take part in elections. They shall be entitled to be on the Board. They shall also be members of working groups, committees or sub-committees by invitation of the chairman, unless stated otherwise in the Article of Association.
- Honorary members can only be natural persons. Honorary membership is only available by invitation of the board. It is reserved to persons who have made sustained and outstanding contributions to the fields of UTM or similar matters. Honorary members shall have no right to vote or to take part in elections. They shall be members of working groups, committees or sub-committees by invitation of the chairman, unless stated otherwise in the Article of Association.
Article 4: Membership Fees
- Each Full Member must pay a yearly membership fee. The membership fee will be limited to, VAT excluded:
a. 2000 CHF per Full Member with annual revenue under 2 million CHF and fewer than 10 full-time equivalent employees.
b. 3500 CHF per Full Member with annual revenue under 10 million CHF and fewer than 50 full-time equivalent employees.
c. 7000 CHF per Full Member with annual revenue over 10 million CHF or more than 50 full-time equivalent employees.
- Each Associate Member must pay a yearly membership fee. The membership fee will be limited to 300 CHF.
- Honorary Members are exempt of paying a membership fee.
- The Membership year runs from January 1st to December 31st. New Members shall pay the annual fee on a monthly pro-rata basis until the end of the current year, starting on the month when their Membership has been approved as provided for in Article 5 para. (1). If a Membership is approved between July and December, new Members shall pay the annual fee on a monthly pro-rata basis until the end of the following year.
- Membership fees will be due on demand for payment and shall be paid within 30 days.
Article 5: Beginning and End of Membership
- Full membership, Associate membership and Honorary membership commences upon appointment by the Board (see Article 15 para. (2)).
- Full membership and Associate membership ceases on the date on which a member resigns, or is removed, from his or her functions as provided for in Article 15 para. (3).
- Honorary membership ends on December 31st. It can be renewed indefinitely for one year at a time.
- Full members, Associate members and Honorary members may resign from the Association at any time by notifying the secretariat in writing. Resigning members have no rights against the assets of the Association.
Article 6: Resources
The Association derives its resources from:
- Fees and contributions provided by the Full Members and Associate Members;
- Donations, grants, and other payments;
- Its assets and any other resources authorized by the law, such as the exercise of a small commercial industry.
Article 7: Liability
The Association’s financial obligations can be satisfied only from its assets. The Full Members and the Associate Members of the Association shall not be personally liable for the obligations or debts of the Association.
Article 8: Corporate Bodies
The corporate bodies of the Association are:
- the General Assembly;
- the Board; and
- the Auditors.
The General Assembly
Article 9: Constitution
The General Assembly consists of the Full Members (but not of the Associate and Honorary Members) of the Association.
Article 10: Powers
The General Assembly is the supreme power of the Association. It shall have the following powers:
- to adopt and amend the Articles of Association;
- to elect and dismiss members of the Board.
- to approve the engagement of the audit firm by the Board pursuant to Article 15 para. (7);
- to approve the annual report issued by the audit firm pursuant to Article 20 para. (4) and the accounts of the Association;
- to adopt, after approval of the annual report issued by the audit firm pursuant to Article 15 para. (7), resolutions discharging the members of the Board from all liabilities;
- to pass resolutions on matters which are by law or by the Articles of Association reserved to the General Assembly or validly submitted to it by the Board.
- All residual competences are attributed to the General Assembly.
Article 11: Meetings of the General Assembly
- The General Assembly will take place upon invitation by the President of the Association, or by the request of at least 20% of the Full Members. The notice shall state the place and time of the meeting, the items of the agenda as well as the motions for consideration, if any. Meetings must be called at least thirty days in advance. Full Members may attend meetings in person, by telephone conference call or any other digital equipment.
- A quorum for meetings of the General Assembly shall be established by the participation or representation in the meeting of at least the absolute majority of all Full Members.
- If a quorum is not present, the meeting shall be adjourned and no other business may be conducted. The Board shall immediately convene a new General Assembly within five to thirty days. The quorum shall then be established by the participation or representation in the meeting of at least one fourth of all Full Members.
- No later than thirty days prior to the day of the ordinary General Assembly, the Board’s annual report and the auditors’ report shall be made available to the Full Members for inspection at the registered office of the Association. Each Full Member may request a copy of such documents to be sent to him or her without delay. Reference thereto is to be made in the notice calling the General Assembly.
- If no objection is raised, and provided all the Full Members are informed, the Full Members may hold a General Assembly without observing the prescribed formalities of calling the meeting. As long as the absolute majority of all full members is present in person or by telephone conference call or any other digital equipment, all items within the powers of the General Assembly may validly be discussed and decided upon at such a meeting.
- The General Assembly will be chaired by the President or, in the case of his inability, another Full Member from the Board attending the General Assembly (the “Chairperson”).
Article 12: Voting Right
Each Full Member has one vote at the General Assembly. A Full Member can be represented at a General Assembly by another Full Member. The request must be made in writing and sent to the secretariat on paper or electronically before the General Assembly.
Article 13: Resolutions
- Unless provided otherwise by mandatory provisions of the law or by the Articles of Association, resolutions shall be passed and elections shall be made by the absolute majority of all votes represented at the General Assembly.
- The Chairperson of the meeting will have the casting vote.
Article 14: Election Term
1. The Board will be composed of seven to nine members, including the Association’s two Co-Presidents and the Treasurer of the Association.
2. The Association’s two Co-Presidents and Treasurer must be Full Members of the Association.
3. A seat is reserved to one Full Member representing the interests of: a. Air Navigation Service Providers (ANSP) b. Regulatory Bodies
If a candidate elected in a category specified in Article 14 para. (3) has its corporate headquarters in one of the above-mentioned areas, the condition is deemed fulfilled for that area.
If the Board does not meet its minimum size requirement due to an insufficient number of candidates from the categories stated in Article 14 para. (3), the next available candidate with the greatest number of votes shall be elected, until seven board seats are allocated.
1. Each member of the Board shall serve for a two-year term following his/her election, such term ending on the day of the respective ordinary General Assembly.
2. Members of the Board may be re-elected.
The members of the Board act voluntarily and will not receive a compensation for such voluntary office. They will be reimbursed for any out-of-pocket expenses reasonably incurred, however.
Article 15: Powers
The Board shall perform, inter alia, the following functions:
- Develop an annual program and budget for the consideration and approval of the General Assembly.
- Appoint new Full Members, new Associate Members, and new Honorary Members;
- Exclude Full Members and Associate Members;
- Perform any management decisions not directly handled by the Secretary General;
- Review and supervise financial statements submitted by the Secretary General;
- Establish, adopt and amend of the Association’s organisational rules;
- Subject to the approval of the General Assembly (Article 10 para. (4)), the Board shall, for each financial year, engage an audit firm;
- Establish and dissolve working groups, advisory technical and legal committees, and other bodies;
- To appoint and dismiss the members of the Executive Committee (i.e. the two Co-Presidents, Treasurer and Secretary General), following the members’ assembly at which the members of the board are elected.
- To elect from within the Board a Co-President or Treasurer in the case of a resignation of a co-president or a treasurer from office prior to the end of their period of office.
- To amend adopted Global UTM Association Rules of Procedure, only to the extent that they do not contradict the Articles of Association, as amended from time to time.
Article 16: Rules of Procedure
- The executive committee shall be comprised by the two Co-Presidents, the Treasurer and the Secretary General.
- The Executive committee shall be appointed and dismissed by the Board following the members’ assembly at which the members of the board are elected.
- The executive committee shall manage the affairs of the association in accordance with applicable laws and regulations, the Articles of Association, the Rules of Procedure of the board and the Rules of Procedure of the executive committee.
- The Executive Committee Structure and Tasks will be defined by the Rules of Procedure of the Executive Committee of the Global UTM Association with Reserve to the Global UTM Association AoAs.
- The members of the executive committee shall at least once a year inform the members’ assembly as to the course of the association’s business and its situation on behalf of the Board.
Article 17: Exclusion
- Members shall not be revoked by the Board other than for just cause such as failure to pay their membership fees in time.
- Excluded Members may, within 20 days of announcement of the exclusion, appeal to the General Assembly by registered letter addressed to the Secretary General.
- Members leaving the Association or who are excluded from it, lose all rights to the assets of the Association in the meaning of article 73 of the Swiss Civil Code.
Article 18: Secretary General
- The Board may employ a Secretary General who does not need to be a member of the Association, to be in charge of the daily management of the Association.
- The Secretary General, in consultation with the Board, and in line with the approved program and budget of the Association, may hire secretariat staff to assist him/her in fulfilling the mission of the Association.
- The Secretary General shall administer the affairs of the Association and represent the Association vis-à-vis third parties in accordance with organizational rules and policies established in consultation with the Board, with reserve to Art. 19.
- The Secretary General shall have the right to be present, without vote, at all meetings of the General Assembly and Board.
5. The Secretary General shall undertake representation and advisory tasks, with Reserve to Art. 19, as defined in “Rules of Procedure of the Executive Committee of The Global UTM Association”.
6. The Secretary General shall undertake the supervision of administrative tasks as defined in “Rules of Procedure of the Executive Committee of The Global UTM Association”.
Article 19: Administrative Procedures
- The Board shall make an annual report on its activities and those of the Association.
2. The members of the Board may adopt procedures to implement internal administrative functions of the Association.
Article 20: Powers of Representation
The Association is legally bound by the collective signature of one of the two Co-Presidents and the Treasurer, or of the two Co-Presidents, or of one of the Co-Presidents and the Secretary General, or of the Treasurer and the Secretary General.
Article 21: Election and Term of Office
- 1. The auditors shall be elected by in accordance with Article 10 para. (4) and Article 15 para. (7) of the Articles of Association for a term of office of one year. After expiry of their term they may be re-elected.
2. Auditors may only be professional auditing firms.
3. The auditors shall audit the accounts and examine the books of the Association in accordance with pertaining Swiss law. They are entitled to require such evidence as they deem appropriate.
4. One annual audit is to take place within two calendar months from the close of each financial year (Article 21). The auditors’ report shall be submitted by the Board to the General Assembly for approval.
Article 22: Financial Year
The accounts of the Association will be established on December 31 each year, and for the first time on 31 December 2017.
Article 23: Dissolution and Liquidation
- The Association will be dissolved
a. by vote of the Full Members according to Article 13;
b. in the circumstances provided for by the law.
2. In case of dissolution of the Association, the Board must proceed to its liquidation. The Board shall distribute the assets of the Association to one or more non-profit organizations engaged in activities related to its Purpose or to the humanitarian use of UAS.
Article 24: Entry into Force
The members have adopted the present Articles of Association at their ordinary General Assembly of June 18, 2019. The present Articles of Association have entered into force immediately.