Articles of association

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This English translation of the original German text shall prevail in the event of any dispute.

I. General provisions

Article 1 – Name and registered office

An association exists under the name

International Quality Music Association

for an indefinite period in accordance with Art. 60 ff. of the Swiss Civil Code.

Article 2 – Registered office

The association has its registered office in 8048 Zurich.

Article 3 – Mission

The association aims to promote, preserve and develop musical quality in Europe and worldwide through human-centred, emotionally rich and health-promoting music consumption and practice – especially in the age of artificial intelligence, automation and growing cultural standardisation.

The association pursues this purpose in particular by

the promotion of quality music through human talent, artists and musicians,
the promotion of interpretative depth as a central element of musical expressiveness,
the scientific examination of the effect of music on human well-being,
the use and co-design of ethical framework conditions for new technologies in the field of music,
the development of quality standards for institutions, performances and music education,
the transfer of knowledge through educational initiatives, forums, publications and international partnerships,
as well as the networking of experts from music, science, technology and society to promote cultural diversity and excellence.

The organisation is politically and confessionally neutral, pursues no commercial purposes and does not seek to make a profit. All funds are used exclusively for the purposes of the organisation.

II. Funds

Article 4 – Funds

The association is financed by:

Membership fees,
Donations and bequests,
Sponsorship,
Income from the association’s assets,
Government contributions,
Events and promotional activities

Article 5 – Membership fees

The association’s general assembly determines the amount of the membership fees.

III. Membership

Article 6 – Types of membership; rights and obligations

The members of the association consist of active members and honorary members.
Active members make an active contribution to achieving the association’s purpose; they also pay an annual membership fee.
Honorary members are exempt from paying membership fees. Otherwise, all members have equal rights.

A. Start of membership

Article 7 – Admission as an active member

Any natural or legal person who submits a written application for admission as an active member may become an active member. The Executive Board decides on admission as an active member. The Executive Board may refuse admission without giving reasons.

Article 8 – Becoming an honorary member

Anyone who has rendered outstanding services to the association or who is closely associated with the association in some other way without being a member may become an honorary member. The association’s general assembly decides on the admission of honorary members based on a proposal by the executive committee.

B. Termination of membership

Article 9 – Resignation

Any member may resign by giving three months’ notice.

Article 10 – Expulsion

The Executive Board may expel a member from the association if the member violates the interests of the association, in particular if the member brings the association into disrepute or fails to perform promised services. The expulsion must be justified. Upon expulsion, the expelled member loses their membership status. They therefore lose the right to participate in the association’s general assemblies and are no longer obliged to pay any outstanding membership fees.

Article 11 – Appeal against expulsion

An expelled member may contest the expulsion by lodging an appeal within one month. The appeal must be in writing and submitted to the executive board. The association’s general assembly shall make a final decision on the appeal concerning expulsion at the next association general assembly. If the association’s general assembly revokes the expulsion, the expelled member shall retroactively become a member again in their previous membership category as of the date of expulsion. This reinstates the obligation to pay membership fees; no interest on arrears is owed for the period between expulsion and approval of the appeal.

Article 12 – Extraordinary termination of membership

The membership of natural persons shall also terminate upon their death. The obligation to pay membership fees is not inheritable; heirs are not obliged to pay unpaid membership fees. The membership of legal entities shall terminate upon their dissolution or upon their constitutive deletion from the commercial register.

Article 13 – Effects of termination of membership

Membership fees already paid shall not be refunded. Members who have left the association shall have no claim to the association’s assets or the use thereof. Any outstanding membership fees shall no longer be due upon resignation.

IV. Organization of the Association

Article 14 – Governing Bodies

The governing bodies of the Association are:

the Association Meeting,
the Executive Board,
the Control or Audit Body.

Article 15 – Conduct of meetings

Whoever chairs the association’s general assembly or a meeting of the executive board shall appoint:

the minute-taker for the meeting, and
the vote counters for the meeting.

The same person may chair the meeting and also take the minutes and count the votes.

Article 16 – Protocols

Minutes shall be taken of association meetings and board meetings.
The chairperson and the minute-taker shall sign the minutes together. The minutes shall contain at least:

the type of meeting (association general assembly or executive board meeting),
the date of the meeting,
the determination of the quorum of the association general assembly,
the name of the chairperson,
the name of the minute-taker,
the resolutions.

A. Association General Assembly

Article 17 – Tasks

The Association General Assembly is the highest body of the association. It is the assembly of the association members. The Association General Assembly has the following responsibilities:

Electing and dismissing the members of the Executive Board;
Electing the control or audit body;
Approving the association’s accounts;
Passing resolutions on the adoption and amendment of the Articles of Association;
Resolution on the termination of the association;
Granting discharge to the Executive Board;
Determination of the contributions to be paid by the members;
Decisions on contested resolutions of the Executive Board to exclude members;
Resolution on matters reserved for it by law or the Articles of Association or submitted by the Executive Board.

Article 18 – Summoning

The ordinary General Assembly shall take place annually within six months of the end of the calendar year; extraordinary Assemblies shall be convened as required. The general assembly shall be convened at least 20 days before the date of the meeting. The meeting shall be convened by the board, the liquidators, or the control or audit body. One-fifth of the members may request that an item be added to the agenda. The convening and agenda items shall be requested in writing, stating the item to be discussed and the motions. The convening of a general assembly may also be requested by one-fifth of the members. If the executive board refuses to convene the assembly, the members are entitled to bring an action before the competent court to convene a general assembly. The notice of invitation shall announce the items on the agenda and the motions of the executive board and of the members who have requested the convening of a general assembly or the inclusion of an item on the agenda. The report of the control or audit body must be made available to members for inspection at the association’s registered office at least 20 days before the ordinary general assembly. Members shall be notified of this in the notice of invitation. No resolutions may be passed on motions relating to items on the agenda that have not been duly announced, with the exception of motions to convene an extraordinary general assembly and to elect an control or audit body at the request of a member of the association.
No prior announcement is required for motions relating to items on the agenda and for discussions without resolution.

Article 19 – Conduct

The association assembly may be conducted as a physical meeting, in the form of a written vote, in the form of an electronic vote, or as an electronic assembly.
In the case of an electronic assembly, it must be ensured that the image and sound of all participating members are transmitted. The executive board shall decide on the form of conduct.

Article 20 – Universal assembly

Unless an objection is raised, all members may hold a general assembly without complying with the formal requirements for convening an assembly. At this assembly, all matters falling within the scope of the general assembly may be validly discussed and resolved, provided that all members are present.

Article 21 – Chair

The Executive Board shall determine among itself which member of the Executive Board shall chair the meeting. As a rule, this shall be the President or, in his or her absence, the Vice President. If no member of the Executive Board is present, the Association Meeting shall elect a chair for the day.

Article 22 – Decision-making

Each member has one vote. Unless otherwise specified by law or the Articles of Association, the Association’s General Assembly shall pass its resolutions and conduct its elections by a relative majority of the votes cast; abstentions shall not be counted as votes cast. In the event of a tie, a motion shall be deemed rejected. The chairperson shall not have the casting vote. Provisions of the Articles of Association which stipulate larger majorities than those prescribed by law for the adoption of certain resolutions may only be introduced and repealed with the increased majority. The termination of the association and the revocation of the termination require the approval of one more than half of the members of the association present at the general assembly.

B. Executive Board

Article 23 – Responsibilities

The Executive Board is the highest management and administrative body of the association. It consists of at least one member. The Executive Board’s responsibilities include, in particular:

Activities related to fulfilling the association’s purpose;
Preparation of the association’s general assembly;
Implementation of the resolutions of the association assembly;
Decisions on the admission and possible exclusion of association members;
Handling of suggestions, motions, and complaints from association members;
Preparation of the budget and annual financial statements;
Administration of the association’s assets;
Management of the association, unless it has delegated this task.

In addition, it has all other powers that are not expressly reserved for another body of the association by law or the articles of association.

Article 24 – Election

The association assembly elects the members of the executive board for a term of three years. Newly elected members assume the term of office of the members they replace. Re-election is possible without restriction.

Article 25 – Constitution

The founding assembly or the association assembly may constitute the executive board on the occasion of the election of the executive board. The executive board is bound by this constitution. Anyone who is not assigned a function in an executive board election with partial constitution is a member of the executive board without a specific function. A co-presidency may also be elected instead of a president. Otherwise, the executive board constitutes itself.

Article 26 – Representation of the association

The executive board has sole signing authority and may grant signing authority to other third parties.

Article 27 – Passing resolutions

The Executive Board itself determines when an Executive Board meeting has a quorum, how voting and election rights are structured, and what happens in the event of a tie. Resolutions may also be passed by means of written consent to a motion, unless a member of the Executive Board requests oral deliberation.

C. Control or Audit Body

Article 28 – Control Body

The control body audits the annual financial statements. It records the results in a written report for the attention of the association assembly. It consists of one or more natural persons; it may also consist of a single legal entity, such as a trust company.

Article 29 – Election

The audit body shall be elected annually by the association assembly. Re-election is possible without restriction. No member of the executive board may simultaneously be part of the audit body; likewise, no relatives of a member of the executive board may be part of the audit body. The association assembly may unanimously decide not to elect an audit body, provided that it is not obliged to conduct an audit.

Article 30 – Auditing body

The association may elect an auditing body instead of the control body, which shall carry out a limited audit in accordance with the provisions of the Swiss Code of Obligations. This must be a licensed auditing company. It must elect such an auditing body if a member of the association who is subject to personal liability or an obligation to make additional contributions so requests. If the association is subject to audit, the association meeting must elect an auditor instead of an audit body; this must be a licensed audit expert or a
licensed audit expert or a state-supervised audit firm in accordance with the provisions of the Audit Oversight Act.

V. Final provisions

Article 31 – Communications

Communications to association members shall be made by letter, email, or any other form that provides written proof. Notices convening association assemblies shall be considered communications.

Article 32 – Association year

The association’s accounts shall be closed annually. The association year and the financial year shall correspond to the calendar year.

Article 33 – Liability

Only the association’s assets shall be liable for the association’s liabilities. Any personal liability of its members is expressly excluded.

Article 34 – Termination

If termination is decided, the board shall carry out the liquidation. However, the association assembly may elect special liquidators instead. The liquidators shall then carry out the liquidation in place of the executive board. Unless the association assembly decides otherwise, the liquidators shall have sole signing authority; this shall also apply if a member of the executive board is expressly appointed as liquidator. The net assets remaining after payment of all debts and other charges and after settlement of other obligations shall be allocated to a purpose in accordance with the association’s purpose by resolution of the general assembly. In all other respects, the provisions of stock corporation law on liquidation shall apply mutatis mutandis.

Approval and effective date

These Articles of Association were approved on August 13, 2025. They shall enter into force on the same day. Signature of a member of the Executive Board: