Introduction

The English Speaking Club (ESC) and the Anglo-Swiss Club, both of Lausanne, decided to amalgamate. This received full support of the combined membership and was formalised by the respective committees who were empowered to initiate this procedure. In conformity with the " Swiss Civil Code " its duration is unlimited ! The new Club adopted the ESC Statutes

Article 1 - Name

The name of the Club will be " English Speaking & Anglo-Swiss Club of Lausanne " (ES&ASC), hereinafter referred to as the CLUB.

Article 2 - Objects

The objects of the Club are to develop social contacts among people who speak English, to encourage such contacts by the organisation of social, cultural, sporting and related activities thereby uniting different nationalities through a common language.

Article 3 - Membership

Eligible for Membership will be any English-speaking person.

The membership categories are as follows;

Candidates for membership will apply on the Club’s Application Form, proposed and seconded by two members of good standing; such application will be considered by the Committee at its next meeting.
The Committee reserves the right to postpone decision or refuse any application for membership without giving reasons.
Candidates will be notified in writing of their acceptance of membership. The subscription will be due within thirty days of such notification.
A Membership List will be maintained giving the name and address of all members.

Article 4 - Subscription

Members will pay, within 30 days of the start of the financial year, the annual subscription to the Club, as determined by the AGM.
New members joining the Club after the start of the Club’s financial year will be required to pay the prorata amount of the annual subscription.
The financial year of the Club ends 31st December.

Article 5 - Rights and Liabilities of Members

All paid-up members of the Club have the right to vote at General Meetings of the Club. Liability as a member of the Club is limited to the amount of subscription.

Article 6 - Resignation, Suspension, Dismissal

Membership privileges can only be maintained by being a paid-up member.
Membership may be terminated by prior written notice of resignation by the member, or by suspension. Such termination will be without refund of annual subscription or cancellation of any outstanding liability to the Club.
The decision of withdrawal of membership can only be taken by a majority of the members of the Committee. Any officer can be relieved of his duties and position by a straight majority vote of the Committee.

Article 7 - Committee

The business and activities of the Club will be subject to the Club's Statutes by a Committee consisting of a minimum of four members.
Membership of the Committee terminates on resignation, suspension, dismissal or expulsion, but a Committee member will be liable normally to serve as such until the next Annual General Meeting at which all Committee members are eligible for re-election without the formality of nomination. Committee members can co-opt additional members.
After each Annual General Meeting the newly-elected Committee will elect the Officers of the Club from within its own membership and will decide as to the distribution of other responsibilities among its membership.
The Committee will remain authorised to act for the Club should the number of members fall below four but, in this event, the Committee will immediately convene a General Meeting to elect other members of the Club to serve on the Committee in addition. A new election of its Officers will then be made by the Committee in the normal manner.
The Committee may establish Sub-Committees to assist in its task providing that one of its own elected body is appointed to chair such Sub-Committee.
It may at its own discretion co-opt other members of the Club to fill vacancies arising in its own body. Such appointment will remain valid until the next Annual General Meeting.

Any expenditure and engagement on behalf of the club needs the approval of the Committee.

A Committee meeting will be held at least once a month. Minutes will be kept of each meeting on all subjects discussed. These minutes will be formulated and signed by any two Committee members. If approved or modified by the Committee at its next meeting. one Officer of the Club and two other members of the Committee will constitute a quorum for Committee meetings.

The Committee may cancel membership of any member who has not paid indebtedness to the Club by the due date. In special cases the Committee may grant total or partial exemption from subscription and/or entrance fees or may authorise delay in their payment.
The Committee will obtain approval of a General Meeting of the Club for resolutions concerning:

A member of the Committee or Sub-Committee, other than Officers of the Club, may be removed from such position by the Committee after he has been given ten days' notice by registered mail of the intended action and reasons of the Committee, at the meeting of which such member will be given an opportunity to present either in writing or in person his opposition to such action.

Article 8 - Liability of Committee Members

Members of the Committee and its Officers, jointly and/or individually, will not, nor will any one of them, be held liable for any loss arising from or related to any action taken or withheld in their capacities, except where such loss arises from acts which can be construed as criminal, including but not limited to fraud and/or misappropriation of funds.

Article 9 - Officers of the Club - Duties and Powers

The Officers of the Club will be the President, the Vice-President, the Treasurer and the Club Secretary.
The President will preside at all meetings of the Committee and at all General Meetings of the Club.
The Vice-President will perform the duties and have the power of the President in the absence of the latter or in the event of his inability to act.
The Treasurer will receive and have custody of all monies and securities of the Club, pay all bills and maintain correct and current financial records. He will submit a financial statement to the Committee at each of its meetings, and an annual financial report comprising an Income and Expenditure account and a Balance Sheet to the Auditor at least two weeks before the Annual General Meeting of the Club. Within seven days after the-expiration of his term of office he will deliver to his successor all monies, securities and financial records of the Club. He will keep the funds of the Club in an approved bank or post office account. Withdrawal or transfer of such funds will be made only on the approved form or cheque of such institutions, jointly signed by two of the following: the Treasurer, the President, the Vice-President, the Club Secretary.

The Club Secretary will maintain and be custodian of the statutory records of the Club, except for financial accounting. These statutory records will include the minutes of all meetings of the Club, other than of Sub-Committee meetings, and also of the List of Members of the Club.

If no President been elected and no Vice-President is available to take over this responsibility, then the Committee will appoint the Executive Coordinator to take over these duties.

If any of the other officers are not available, the Committee distributes the tasks and duties among its members.

Article 10 - Auditor

The Annual General Meeting will appoint an Auditor annually. He must not be a member of the Committee of the Club. The Auditor will investigate the annual accounts of the Treasurer and report his findings to the next Annual General Meeting of the Club.
Should the Auditor require specialised accounting assistance, the Committee may authorise appointment of an expert. The Committee will provide all information the Auditor requests, together with access to all cash, stock, valuables, records and documents or other possessions of the Club.
The brief of the Auditor can, at any time, be revoked by a General Meeting of the Club, although only when another Auditor is immediately appointed.

Article 11 - General Meetings of the Club

All authority of the Club is vested in its General Meetings, except where under its Statutes it is vested in the Committee.
Unless the Statutes require otherwise, all resolutions will be passed at General Meetings of the Club on simple majority. Abstentions from voting will be construed as votes not cast. Voting will be on show of hand unless a written ballot is requested.
Those with a right to vote at General meetings of the Club are defined in Article 5 hereof.
Not later than six months after the end of the Club's financial year, an Annual General Meeting will be held to consider the following:

Proposals have to be submitted in writing. Any proposal that needs to be considered at the AGM must be submitted 3 weeks before the AGM.
General Meetings of the Club will be called by the Committee. Notice of them will be sent in writing to the address of all members of the Club as in the Club’s List of Members at least fourteen days in advance of the meeting. Such notice will indicate the date, time and place of the meeting and will include the agenda of the meeting. However, regardless of the foregoing paragraph, a General Meeting will be called by the Committee within four weeks if so requested in writing by 15 members of the Club stating what is required on the agenda for the meeting.

The Quorum for a General Meeting of the club will consist of at least 8 paid-up members. Should a General Meeting be inquorate, a second meeting may be called and held within four weeks of the date of the calling. At this meeting, a resolution shall be valid on the majority of votes cast, irrespective of the number of club members present or represented (proxy vote) at this meeting.

All members and prospective members have right of access, but only paid-up members have the right to vote (this also applies to proxy votes, if any).

Any member may allocate his vote to another member of the Club, subject to giving him a written proxy, and to be valid must be presented to the club secretary at least 30 minutes before the start of the meeting. Any one member may not vote for more than 2 proxies. Proxies must refer to a specific resolution. Carte Blanche proxies will not be allowed.

? Only the Club Secretary has the right to represent an unlimited number of valid proxies. ?

Minutes of all General Meetings of the Club will be recorded and maintained available for at least ten years for inspection by any member of the Club. This will be the responsibility of the Club Secretary.

Article 12 - Changes in the Club Statutes

Changes may be made in the Statutes of the Club by postal ballot or by resolution of a General Meeting convened with at least fourteen days' prior notice including full written details of all changes proposed. To pass such changes a majority of at least two-thirds of the votes cast or balloted is required.

Article 13 - Rules

Rules and bye-laws regulating Club matters not governed by the Statutes of the Club and not contrary to the law, nor contrary to the Statutes, may at any time be made, amended or repealed by the Committee. Full details will be promulgated in the next issue of the Club's Newsletter.

Article 14 - Dissolution

The Club may be dissolved by resolution of a General Meeting passed by two thirds of the members present at the meeting and entitled to vote thereat. The Committee will then proceed to dissolve the Club as expeditiously as possible in accordance with the instructions, terms and conditions as may be adopted at the General Meeting.

Article 15 - Interpretation

Interpretation and construction placed on these Club Statutes by the Committee will be final and conclusive; use of the masculine gender herein is deemed to include the feminine gender; of the singular to include the plural.