Articles of Association
The association "Global Cannabis Federation" has set itself the goal of making the use of natural and high-quality hemp usable and safe for humans, especially in Europe and worldwide. This refers in particular to the different uses of hemp, based on cannabis Sativa L as a Food, Dietary Supplement, Novel Food or as a remedy and medicine. As a platform, the association enables a dialogue between the various stakeholders as well as in-depth and ongoing research into the plant.
For the sake of simplicity, all the names of persons or functions in the male form will be given below, with the female form being consistently included.
1. Name, location, cooperation and duration of the association
- 1.1. There is an association under the name "Global Cannabis Federation" within the meaning of Art. 60 ff. ZGB. It is politically neutral and nondenominational.
- 1.2. The headquarters of the association Global Cannabis Federation is located in Zurich, Switzerland.
- 1.3. Global Cannabis Federation may open branches in other countries.
- 1.4. Global Cannabis Federation can cooperate with and be a member of similar national and international organizations.
- 1.5. The association is founded indefinitely.
2. Purpose of the association and its fulfillment
- 2.1. The purpose of the Global Cannabis Federation is to bring together various stakeholders such as national, international and supranational authorities and institutions, the medical profession, non-medical practitioners and other health professionals, pharmacists, industry and agriculture, and consumers and patients in an interdisciplinary manner to pursue the common goal of cannabis based, high quality, safer and traceable food, dietary supplements, novel foods, as well as natural medicines and remedies, or make traditional herbal medicines on the market.
- 2.2. Hereby, foodstuffs and dietary supplements derived from industrial hemp should in particular be incorporated into the modern treatment of patients and / or natural or traditional herbal medicines based on hemp should be used according to the specific needs of the patients in the context of state-of-the-art therapies.
Therefore, the medical profession, non-medical practitioner and other healthcare professionals, as well as consumers and patients, will be given access to the information required to bridge the knowledge gap between different stakeholders and disciplines in order to enable effective communication and medical care of patients.
Through its work, the association also contributes to the global greening of agriculture and advocates a balanced and sustainable method of farming. These measures serve to create a healthy environment and a healthy diet of humans. The association promotes value chains for products without the use of genetic engineering, whereby healthy nutrition is understood as part of a modern treatment of patients or health of consumers.
2.3. The association Global Cannabis Federation will fulfill its goals in particular by:
- a) organization of training events and conferences;
- b) providing therapy updates;
- c) providing up-to-date e-learning platforms;
- d) provision / organization of (simulation-based) training opportunities;
- e) supporting measures to promote open cooperation between the economy on the one hand, and society and politics on the other, in order to create the political, technical, regulatory, infrastructural and communicative conditions for the successful production and marketing of natural and origin-assured hemp products;
- f) developing, operating and promoting a breeding, research and control program for sustainable and natural hemp production in Europe and other regions worldwide;
- g) creation of high quality and certification standards for production, processing, control and traceability, which are necessary for the cultivation of natural and sustainable hemp;
- h) providing a seal and other certification markings for the use and use of affiliated members on a licensing basis;
- i) to enable the exchange of experience on production-related, political, legal issues regarding the cultivation of natural and originassured hemp as well as the corresponding downstream production processes;
- j) full public information on all types of media concerning the benefits and benefits of natural and source-derived hemp from Europe and any other regions of the world, in particular as food, nutritional supplements, herbal medicinal products and cosmetics;
- k) communicating about standards, markets, prices and research in the public, with the relevant European and global institutions, agriculture and the food, nutritional supplement, pharmaceutical and cosmetics industries;
- l) providing adequate consumer protection.
- 2.4. The association pursues exclusively and directly charitable purposes in the service of the public and in the public interest, thus, the association is a non-profit organization.
- 2.5. In this sense, the association is committed to maintaining a high standard of compliance, good governance and corporate social responsibility.
- 2.6. The above provisions regarding the purpose of the association, it's implementation and general ethical principles can be specified in separate regulations.
3. Means to achieve the purpose of the association
The association obtains the financial means necessary for the purpose from the following sources:
- a) donations and legacies;
- b) training grants and advanced training grants;
- c) funding from public institutions at national, European and supranational levels;
- d) public subsidies;
- e) membership fees;
- f) income from activities of the association (for example, sale of publications, online services, etc.);
- g) royalties for the use of the club brand and quality certificates;
- h) income from association events and facilities;
- i) income from the association's assets.
4. Member categories, beginning and end of Membership
- 4.1. The association is open to all interested individuals, businesses, companies and institutions that manufacture, process, market or consume safe, high-quality products made from hemp, or promote the purpose of the association by non-material or concrete means or in another way.
4.2. Members may be individual or legal persons of private or public law and are divided into the following categories:
- a) Founding members: founding members include all members who found or join this association until August 31, 2019.
- b) Non-professional individuals: Individuals who join after 31 August 2019 are non-professional individuals such as students, consumers, patients, pensioners, etc.
- c) Individual traders: Individual traders are those who acceded after 31 August 2019 and who are in a non-corporate form as producers,traders, consultants, doctors, pharmacists or in any other way within the scope of the association.
- d) Enterprises: Companies are defined as the partnerships and corporations that join after 31 August 2019 and are active in the field of development, production, trade or any other form within the scope of the association.
- e) Institutions: Institutions are the national and international organizations that accede to the association after 31 August 2019, such as associations, training and research institutes, public bodies or special purpose associations that support and promote the purpose of the association.
4.3. Admission to the association is by decision of the board based on a written application from the candidate applicant.
A rejection by the Executive Board can only be made if the Applicant doesnot accept in writing the validity of the present statutes, including allexecution regulations, or if there is another important reason. A refusal is tobe justified by the executive board and can be challenged by the declinedperson (s) at the arbitral tribunal according to Art. 12.3.
4.4. Membership ends with:
- a) Resignation by written notice to the Executive Board three months in advance at the end of a calendar quarter;
- b) death of an individual person;
- c) dissolution of a company organized in the form of a partnership or legal entity;
d) Excluded by a resolution of the General Assembly if:
- the member, despite having two reminders for more than three months, and/or is in arrears with the payment of the membership fee or the license fees;
- an estate or bankruptcy procedure is opened on the assets of the member or on the assets of the member's company;
- the member sets a behavior that is a gross violation of the membership obligations.
Resigning or excluded members remain liable to the association for the obligations incurred until the date on which their membership expires. There is no refund of the paid membership fee for the club year in which the membership ends.
5. Rights and obligations of the members
5.1. The members are entitled:
- a) To attend the General Meetings, speak, file motions and exercise the right to vote in resolutions and elections of the General Assembly;
- b) to use the trademarks and quality certificates in accordance with the Articles of Incorporation and the Implementing Regulations;
- c) make use of all the facilities of the association;
- d) to have access to all necessary information and assistance of the association.
- 5.2. Companies and institutions exercise their membership rights through an authorized representative of their bodies or through a proxy in writing.
- 5.3. As the membership grows, the Board of Directors may, by special resolution, determine that the motion and voting rights of the categories of non-professional individuals and professional individuals in the General Assembly be exercised by an adequate number of delegates each, with delegates of the relevant category be elected to their circle. The founding members shall keep in such case their own voting rights according to Art. 7.8.
For this purpose, the Executive Board issues special regulations governing the electoral process of the delegates.
- 5.4. Otherwise, the right to apply, to vote and to vote are governed by Article 7.8 below.
5.5 The members have the duty:
- a) to promote the purpose of the association to the best of its ability and to behave in good faith towards the association and its organs at all times;
- b) to use and use club signs, brands and quality certificates only in accordance with the statutes, the implementation regulations;
- c) to refrain from anything that may be detrimental to the reputation of the association and the achievement of its goals;
- d) to comply with the implementation regulations issued by the Executive Board or by the competent bodies;
- e) Pay the membership fees defined below on time.
- 5.6. The membership fees are defined in a contribution schedule. The contribution regulations are determined by the General Meeting at the request of the Executive Board.
6. Organs and institutions of the association
The association has the following organs:
- a) General Assembly
- b) Board
- c) Management
- d) Advisory Board, committees and commissions
- e) Auditors
7. General Assembly
- 7.1. The General Assembly is the supreme organ of the association. The Annual General Meeting takes place annually within six months from the end of the financial year.
- 7.2. Extraordinary General Meetings may be held by resolution of the Board or upon written request of at least 1/10 of the members. In the case of an application by the members, the Extraordinary General Meeting must be held no later than 30 days after receipt of the request.
- 7.3. The convening of the General Meeting is carried out by the Executive Board. The members are to be notified in writing of the convening of the General Meeting, with the announcement of the agenda and the motions of the Management Board, at least 14 days before the appointed date. Applications for resolution and election transactions at the General Meeting may be submitted in writing to the Board of Directors no later than five working days before the date of the General Meeting. The deadline is met if the applications have been received by the Board five working days before the date of the meeting.
7.4. The General Assembly is responsible for the following resolution and election transactions:
- a) Approval of the minutes of the last General Assembly;
- b) Receipt and approval of the annual report of the Management Board;
- c) adoption and approval of the annual accounts;
- d) fixing the membership fees or adopting the contribution regulations;
- e) approval of the annual budget;
- f) discharge of the association organs;
- g) election and possible dismissal of the board and its members;
- h) Election and removal of the President of the Board;
- i) election and possible dismissal of the auditors;
- j) Approval of business and execution regulations for these Articles of Association;
- k) decisions on applications submitted in due time by the members who are not in the competence of another body;
- l) adopting amendments to the Articles of Association;
- m) decision on the dissolution of the association;
- n) decision on the exclusion of members;
- 7.5. The General Assembly is chaired by the President. If he is prevented, the General Assembly elects a president of the day among the members of the Executive Board.
- 7.6. The General Assembly has a quorum if at least one third of the voting members or delegates are present.
- 7.7. The minutes of each general meeting must be accompanied by a record showing the number of members and delegates present, the quorum and the ratio of votes, as well as all the details which enable a review of the validity of the resolutions passed.
7.8. Subject to a higher voting power of the companies pursuant to para. 2 below, at the General Meeting the non-commercial individual members shall each have 1 vote and the individual trading members 2 votes each; in the case of a decision of the executive committee according to Art. 5.3 of these statutes, the delegates of the non-commercial individual members each have 1 vote and the delegates of the individual trading members 2 votes each.
Companies have the following voting rights depending on the size of their consolidated annual turnover:
- Corporate - BASIC: 3 votes
- Corporate – BRONZE: 6 votes
- Corporate – SILVER: 12 votes
- Corporate – GOLD: 18 votes
- Corporate – PLATINUM: 30 votes
- Institutions: 1 vote
- 7.9. Resolutions and elections are made at the General Assembly with a simple majority of the votes present.
7.10. The following resolution transactions require a majority of three quarters of the votes present:
- a) changes to the Statutes
- b) Exclusion of members
- With regard to the liquidation of the Association, the quorum provisions under Art. 13 of these Articles of Association apply.
- 8.1. The board consists of one or more individual persons, who must be members of the association. The term of office begins with the election at the Annual General Meeting and lasts until the next ordinary General Meeting. A re-election is possible without time limit.
- 8.2. Within the current term of office, the Executive Board has the right to appoint another member to the Executive Board for the remainder of the term of office. The re-election of the board member so appointed for the following year is carried out by the General Assembly.
- 8.3. It is the principle that the categories of member according to Art. 4.2. a) to e) are adequately represented on the Board, but at least with a representative appointed by the member categories of their circle in separate meetings. The founding members have the right to appoint at least three board members. The Executive Board issues guidelines in the course of membership growth.
- 8.4. The members of the board are volunteers.
- 8.5. The board is quorate in the presence of at least 50 percent of its members. To regulate its decision-making and election processes, it issues special business regulations.
- 8.6. Apart from death and expiry of the term of office, the function of the board is terminated by removal and / or resignation. A member of the Management Board may at any time be relieved of his function by the General Meeting or resign freely from it.
8.7. The board is the strategic / operational management body of the association. He can delegate his competences to the management based on the business rules he has issued. The Board is responsible for all transactions that are not assigned to other bodies in accordance with the law, the Statutes or the Regulations, in particular:
- a) establishment of a statutory accounting system;
- b) preparation of the annual budget, the annual report and the clearance of accounts;
- c) Regular information of the members about the club activity;
- d) admission of association members and application for exclusion of association members for the General Assembly;
- e) establishment of rules of procedure for the Board;
- f) preparing and concluding contracts with third parties, unless this area has been delegated to the management;
- g) determination of the area of competence and delegation of competencies to the management as well as the issuing of corresponding business regulations including the regulation of the subscription and representation authority of the members of the management;
- h) Appointment and dismissal of the members of the management.
- i) preparation and convening of the General Meetings;
- j) All other business transactions as required by law or by-laws; are not entitled to the general meeting or have not been delegated to the management or to councils or other committees appointed;
- k) Ensuring data security in compliance with legal national provisions, and in particular the EUDSGVO.
- 8.8. Apart from the election of the President by the General Assembly, the Executive Board constitutes itself and regulates the representation of the Association to the outside as well as the right to sign.
- 8.9. Legal transactions between members of the board and the Association as well as the appointed management and the association require the approval of all other members of the Board.
- 8.10. The board meets at least four times a year.
- 9.1. The management consists of one ore more managing director(s) appointed by the board and possibly further members appointed by the board.
- 9.2. The management is responsible for the daily and ordinary business processes of the association. The competence regulation and the power of representation arise from the Board based on Art. 8.7. g) issued by-laws.
- 9.3. The members of the management are hired by the association based on appropriate employment contracts or contracted.
10. Advisory Councils and other specialized bodies
10.1. The association may use for the realization of separate tasks and functions advisory councils and expert committees such as:
- a quality assurance advisory board,
- a consumer and patient advisory board or
- an ethics commission.
- 10.2 The tasks, composition, responsibilities and decision-making competences of the Advisory Councils and expert committees are defined by the Board in separate by-laws. These rules are to be submitted to the General Meeting and approved by the General Meeting.
- 11.1. The accounting of the association shall be audited by a professionally certified auditor.
- 11.2. The audit standard must be at least equal to that of a limited audit in accordance with the Swiss Code of Obligations.
- 11.3. Insofar as the threshold values according to Art. 69 b (1) ZGB are exceeded, the accounting of the association must be checked properly.
12. Mediation and Arbitration
- 12.1. In case of disputes in the association, mediation must first be carried out. The mediator is appointed by the board.
- 12.2. If the dispute cannot be resolved through mediation, an arbitral tribunal shall be appointed.
- 12.3. The arbitral tribunal is composed of three members of the association. It is formed in such a way that a party in dispute designates in writing a member as a referee to the board. At the request of the Board within seven days, the other party in dispute shall appoint a member of the Arbitration Tribunal within 14 days. After agreement by the board within seven days, the nominated arbitrators shall elect a third full member to the chair of the arbitral tribunal within a further 14 days. With equality of votes among those proposed lots. The members of the Arbitration Tribunal, with the exception of the General Assembly, may not belong to any body whose activity is the subject of the dispute.
- 12.4. The arbitral tribunal passes its decision after hearing both sides with a simple majority of votes. It decides to the best of our knowledge and belief and the decisions are final in-house.
13. Dissolution of the association
- 13.1. The dissolution of the Association may be decided by the General Assembly by a majority of four fifths of the votes present, provided that at least two thirds of the voting members are present.
- 13.2. In case less than the 13.1. two-thirds of the members entitled to vote are present, within one month must be convened for a second General Assembly. At this recent general meeting, the association can be dissolved with four fifths of the votes present.
- 13.3. In the event of dissolution of the association, the remaining after the liquidation Association assets transferred to another non-profit organization with the same or similar purpose.
- 14.1. Members are subject to the provisions of These statutes and other regulations adopted by the General Meeting
- 14.2. The financial year is the calendar year. The first financial year ends on 31.12.2019.
- 14.3. The statutes of the association are subject to Swiss law. Jurisdiction is Zurich.
- 14.4. The German version of this Statutes shall be Always prevailing.