1. Stiftung Schweizer Plastikausstellung Biel was established by Deed of Foundation N° 5'282 dated 9 May 1974 of Notary Hans Flückiger, by Einwohnergemeinde Biel/Bienne, Burgergemeinde Biel, the Biel-Seeland chapter of the association of trade and industry (Handels- und Industrievereins) of the Canton of Berne and Kunstverein Biel.
2. The Deed of Foundation has since remained in effect unchanged.
3. At the request of the Board of Trustees, the Deed of Foundation will be amended to take into account changes in circumstances and will be replaced by the following Articles from the date of the decision of the amending authorities. A French version of the name of the Foundation has been added.
Article 1. Name and Registered Office
1.1. Under the name
Stiftung Schweizer Plastikausstellung Biel
(Fondation Expositions Suisses de Sculpture Bienne)
is established an independent foundation within the meaning of Articles 80 et seq. of the Swiss Civil Code.
1.2. The Foundation has its registered office in Biel/Bienne.
1.3. The registered office may not be transferred elsewhere in Switzerland without the consent of the Supervisory Authority.
Article 2. Purpose
2.1. The purpose of the Foundation is to organise exhibitions of works of art, and sculptures in particular, if possible at regular intervals, on public premises in Biel/Bienne. The Foundation may exhibit the work of artists working in Switzerland, of Swiss artists living abroad or of foreign artists living abroad. The Foundation may invite other artists whose work it considers particularly significant to participate in exhibitions.
The Foundation may also promote artists and cultural activities.
2.2. The Foundation’s profit and assets may only be used for the above-mentioned purpose. Profit-making purposes are excluded.
Article 3. Assets
3.1. At inception, the Foundation was endowed with a capital of CHF 9,000.00 paid in cash.
3.2. The Foundation shall finance its activities through
o recurrent contributions from its founders,
o contributions from organisations and funds for the promotion of art and culture, and
o contributions from patrons.
3.3. The Foundation’s assets shall be managed in accordance with generally recognised business principles. Assets other than tangible assets shall be invested in accordance with the Ordinance on Occupational Retirement, Survivors’ and Disability Pension Plans (OPP2/BVV2)
3.4. In addition to other means, the Foundation may use its endowment capital for attaining its corporate purpose.
Article 4. Bodies of the Foundation
The Foundation has the following bodies:
- The Board of Trustees
- The auditor, if an auditor is indispensable.
Article 5. Board of Trustees and Composition of the Board
5.1. The Board of Trustees is the Foundation’s governing body; it shall consist of no less than 6 (six) and no more than 10 (ten) Trustees who shall predominantly come from artistic or cultural circles, or be interested in culture and the arts.
5.2. The Trustees basically serve in an honorary capacity. The Board of Trustees may decide to pay compensation to its members or to other persons to whom it has delegated extraordinary, time-consuming tasks.
5.3. The Board of Trustees is responsible for its own internal organisation. It shall appoint a Chairman, a Treasurer and a Secretary. The Secretary need not be a member of the Board of Trustees.
5.4. The Chairman, Deputy Chairman, Treasurer and Secretary shall have joint signing powers (two signatures). At least two Trustees with joint signing powers shall be Swiss residents.
Article 6. Constituting and Appointment of the Board
6.1. The Board of Trustees shall be constituted as follows:
a) designation of Trustees by
- The canton of Bern 1 Trustee
- Biel/Bienne 3 Trustees
- Burgergemeinde Biel 1 Trustee
- Kunstverein Biel 1 Trustee
b) At the constitutive meeting, the Trustees thus appointed may elect no more than 4 (four) additional Trustees, for the same term of office. Decisions of the Board of Trustees require an absolute majority of the Trustees listed in sub-paragraph a), who must be present at the meeting.
6.2. Trustees are appointed for a term of 5 (five) years. They may be re-elected.
6.3. If a seat becomes vacant during the term of office, a successor shall be appointed or elected, as the case may be, as provided in sub-paragraph a or b above. The successor shall complete his predecessor’s term of office.
6.4. Trustees may be dismissed at any time for just cause. Just cause shall be deemed to exist in particular if the Trustee concerned breaches his obligations towards the Foundation or is no longer capable of properly performing his duties. Resolutions for the dismissal of Trustees require a two-thirds majority of all votes.
6.5. The particulars of the Trustees and the authorised signatories, as well as any changes, shall be promptly communicated to the Register of Commerce and to the Supervisory Authority.
Article 7. Powers of the Board of Trustees
7.1. The Board of Trustees is responsible for managing the Foundation, in particular from the artistic, financial and operational points of view; it represents the Foundation externally. All powers that are not explicitly conferred to any other body by virtue of the present Deed and the Foundation’s by-laws shall vest with the Board of Trustees.
7.2. The Board of Trustees may adopt by-laws regulating the organisation, management and activities of the Foundation and specifying guidelines for individual events in particular.
7.3. The Board of Trustees has the following non revocable duties:
a) appointment of Trustees in accordance with the Deed of Foundation;
b) constituting the Board of Trustees and regulating signing powers;
c) election of the auditor, where applicable;
d) approval of the annual report and financial statements.
7.4. The Board of Trustees may delegate one or more of its powers to individual Trustees, to committees appointed by it or to third parties, and adopt the requisite regulations and guidelines governing their activities and reporting.
7.5. The Board of Trustees may appoint a Managing Director who need not be a member of the Board.
7.6. The financial year coincides with the calendar year. The Board of Trustees shall submit its annual report, financial statements and audit report, if applicable, to the Supervisory Board each year, no later than six months after the end of the financial year.
Article 8. Decision-making
8.1. The Board of Trustees shall meet as often as business requires, but not less than once a year. As a rule, the invitation to a meeting of the Board of Trustees shall be sent 30 days before the date of the meeting.
8.2. The Board of Trustees has a quorum when a majority of its members are present. Resolutions shall be adopted by a simple majority unless a qualified majority is required under the Deed of Foundation or the By-laws. In the case of a tied vote, the Chairman has the casting vote.
8.3. Resolutions may also be adopted by circular letter provided no Trustee demands an oral debate. Resolutions adopted by circular letter are valid if the majority of the Trustees have approved the proposal.
8.4. Minutes shall be kept of the debates and resolutions of the Board of Trustees.
Article 9. By-laws
The Board of Trustees may adopt additional by-laws. The Board may amend the Foundation’s By-laws in accordance with the Foundation’s purpose. The By-laws and any amendments thereto shall be submitted to the Supervisory Authority for approval.
Article 10. The Auditor
10.1. The Board of Directors shall appoint an auditor (Article 83b Civil Code), who must be:
- if the Foundation is subject to normal auditing requirements, a licensed auditor, or a firm of auditors under public supervision, within the meaning of the law on the regulation of auditors, or
- if the Foundation is subject to limited auditing requirements, a licensed auditor, within the meaning of the law on the regulation of auditors.
If the Foundation is subject to limited auditing requirements, the Supervisory Authority may ask for a normal audit if it deems it necessary for a reliable appraisal of the Foundation’s assets and earnings situation.
10.2. Natural persons, legal persons or partnerships may be appointed auditor. The auditor shall be resident, or have its registered office or a registered branch office, in Switzerland. The appointed auditor, and any changes, shall be promptly communicated to the Register of Commerce and to the Supervisory Authority.
10.3. The auditor shall audit the Foundation’s book-keeping and financial situation every year. It shall verify compliance with the provisions of the Deed of Foundation and the By-laws. It shall more particularly also verify that Foundation assets have been used for its statutory purpose. The auditor shall document the results of its audit in a report for the Board of Trustees. The auditor shall remit a copy of the audit report to the Supervisory Authority, together with any important notices to the Foundation (Article 83c Civil Code).
10.4. The Foundation may dispense with appointing an auditor and the conduct of a limited audit if it is released from auditing requirements by virtue of a decision of the Supervisory Authority. A release from auditing requirements is admissible if the Foundation’s balance sheet shows total assets of less than CHF 200,000.00 for two consecutive years, if the Foundation does not publicly solicit donations or other contributions and if an audit is not necessary for a reliable appraisal of the Foundation’s assets and earnings situation. These criteria are cumulative and must all be fulfilled.
If the Foundation is released from the requirement for an audit, it may decide to have an audit made on a voluntary basis.
Article 11. Amendment of the Foundation Deed
The Board of Trustees may apply to the Supervisory Authority to amend the Deed in accordance with Articles 85, 86 and 86b of the Civil Code.
Article 12. Bodies of the Foundation
12.1. The Foundation is established for an indefinite duration. The Foundation may only be terminated on the grounds contemplated by law (Article 88 Civil Code).
12.2. The Board of Trustees may apply to the Supervisory Authority to amend the Deed in accordance with Articles 85, 86 and 86b of the Civil Code.
12.3. Residual assets, if any, shall vest with the Biel/Bienne township (Einwohnergemeinde Biel/Bienne) and be applied to cultural purposes which are as close as possible to the corporate purpose of the Foundation. Assets may not devolve back to the other Founders of their successors.
12.4. The last Board of Trustees shall be responsible for the liquidation of the Foundation.
12.5. The termination and dissolution of the Foundation is subject to the consent of the Supervisory Authority.
Article 13. Final Provisions
13.1. The present Articles were approved by the Board of Trustees and submitted
to the Supervisory Authority on 30 May 2008.
13.2. They were signed in 6 copies.
Biel, 30 May 2008
On behalf of the Board of Trustees
The Chairman Stéphane de Montmollin
The Secretary Pierre Edouard Hefti