Association Simap.ch

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Statutes

For simplicity’s sake the masculine gender is used throughout in these statutes for all persons and functions. All such references apply equally and without any limitation whatsoever to the feminine gender.

I. General Provisions

Article 1 Name and Registered Domicile

  1. The name “simap.ch”, pertains to an association, as defined by Article 60 et seq. of the Swiss Civil Code, with registered domicile in Bern.
  2. The acronym “simap.ch” is derived from the designated corporate name “Système d’information sur les marchés publics en Suisse” (Information System for Public Sector Procurement in Switzerland).

Article 2 Purpose of the Association

  1. simap.ch operates an information system for public-sector procurement offices for the sake of supporting transparent contract award procedures and effective competition.
  2. simap.ch acts on behalf of competent authorities and its business activities are aligned with the needs of the public procurement agencies and the bidding companies.
  3. simap.ch.
    1. maintains an electronic platform where public procurement agencies issue publications, as mandated under public procurement law, and provide additional information concerning public-sector procurement,
    2. upgrades its electronic platform to meet changing needs,
    3. determines the needs of public procurement agencies and of bidders for additional services and renders such services if needs are verified and financing is secured,
    4. can provide additional services for consideration by members and other interested agencies if needs are verified and financing is secured.

Article 3 Use by Public Procurement Agencies

  1. The electronic platform that simap.ch maintains may be used by whomever is subject to the public procurement law of the Swiss Confederation, of a canton, of a foreign state within the scope of international agreements or of an international organization.
  2. simap.ch may deny use of its electronic platform if the requirements pursuant to section 1 above are clearly not met.

II. Membership

Article 4 Members

  1. Membership is available to
    1. the Swiss Confederation
    2. the Swiss cantons.
  2. Members shall represent their own interests and the interests of public procurement agencies that are subordinate to them by virtue of public procurement law.

Article 5 Withdrawal and Exclusion

  1. Members may withdraw from the Association at the end of a calendar year by means of six months prior written notice.
  2. The members’ meeting may exclude members if they have gravely violated the interests of simap.ch or have failed to fulfil their statutory obligations. Exclusion shall be substantiated.
  3. Departing members shall not hold any rights to association assets. Departing members or the respective public procurement agencies subordinate to them by virtue of public procurement law may continue to use the electronic platform against payment of a remuneration as established by the Association’s supervisory board.

Article 6 Guarantee of a Center of Competence

  1. Members shall act as a center of competence for users of simap.ch on behalf of the public procurement agencies subordinate to them by virtue of public procurement law.
  2. The tasks and duties performed by the center of competence are
    1. continual updating of the member’s customized page,
    2. providing support to the users of simap.ch,
    3. providing training and information in conjunction with simap.ch,
    4. managing the access rights of the public procurement agencies that are entitled to use simap.ch.
  3. The supervisory board may require public procurement agencies that use the electronic platform without being a member that they likewise function as a center of competence.

III. Organization

Article 7 The Association’s Governing Bodies
The governing bodies of the Association are as follows

  1. the members’ meeting
  2. the supervisory board
  3. the change advisory board
  4. the committee
  5. the executive management
  6. the auditors.

a) The Members’ Meeting

Article 8 Calling of Meetings

  1. The supervisory board shall call a members’ meeting once per year.
  2. The supervisory board may also call additional members’ meetings. Three members may also request calling of a members’ meeting at any time.
  3. Each members’ meeting must be called with at least 30 days advance notice, and the meeting notice must state the items on the meeting agenda.

Article 9 Responsibilities
The following responsibilities are incumbent upon the members’ meeting:

  1. electing members of the supervisory board, the president and the vice-president,
  2. electing the auditors,
  3. dismissing members of the supervisory board, the president and the auditors,
  4. excluding members,
  5. adopting a resolution regarding the annual financial statements and annual accounts,
  6. approving the actions of the supervisory board and of the auditors,
  7. establishing membership fees and contributions to investments within the scope of Article 20 et seq.
  8. adopting a resolution regarding the budget,
  9. adopting a resolution regarding introduction of fees and issuing the main features of collecting fees insofar as provided for under public law applicable to members,
  10. amending the Statutes,
  11. dissolving the Association,
  12. adopting resolutions on items that the supervisory board submits to the members’ meeting.

Article 10 Procedures at the Members’ Meeting

  1. The president shall chair the members’ meeting, or the vice-president shall chair the meeting if the president is hindered. The president shall vote together with the members and shall cast the tie-breaking vote in the event of a tie vote.
  2. The president shall determine the person who shall keep the minutes of the meeting.
  3. The members shall determine who shall represent their vote at the members’ meeting. One person may represent several members at the members’ meeting.
  4. Voting and elections shall be open, unless the members’ meeting adopts a resolution that stipulates voting or election by secret ballot.

Article 11 Voting and Elections

  1. Each member shall have one vote.
  2. Resolutions shall be adopted by a majority of votes cast. Article 20, section 3 shall remain reserved.
  3. Whoever receives the absolute majority in the first round of voting is deemed elected. The relative majority is decisive for election in the second round of voting.

b) The Supervisory Board

Article 12 Number of Members, Term of Office and Constitution

  1. The supervisory board shall consist of a president and an additional six to eight members. The members’ meeting shall elect board members to a four-year term of office.
  2. The following items shall be assured when voting for the board of management
    1. that the federation is represented by three persons,
    2. that all official languages are represented,
    3. that members of the supervisory board have adequate professional knowledge,
    4. that professional knowledge in the fields of finances, human resources and law is also represented on the board.
  3. The offices of president and the vice president may not be held by the same person.
  4. The supervisory board shall constitute itself. It shall determine the procedure for the Association’s governing bodies within the scope of the following provisions governing organizational guidelines and regulations.

Article 13 Responsibilities
The supervisory board is responsible for managing the Association. It

  1. determines the strategy for the tasks of simap.ch, financing of operations and the ongoing development of the electronic platform,
  2. issues organizational guidelines and regulations,
  3. issues the functional organizational chart for regulating responsibilities and representative authorizations, including signatory entitlements,
  4. issues requisite regulations concerning data privacy and security,
  5. establishes the conditions for using the electronic platform,
  6. admits members,
  7. determines the members of the change advisory board,
  8. determines the managing director,
  9. assigns work groups,
  10. prepares the business for the members’ meeting,
  11. handles all business submitted to it by the committee.

Article 14 Operating procedures

  1. The supervisory board shall meet upon invitation issued by the president or at the request of two members of the supervisory board. The meeting notice shall be sent at least seven days prior to the meeting, and the notice shall state an agenda of items that will be up for discussion.
  2. The managing director shall participate in the meeting in an advisory capacity and shall have the right to make motions.
  3. The supervisory board shall constitute a quorum if the majority of board members are present. Each member of the supervisory board shall have one vote. The president shall vote together with the other board members and shall cast the tie-breaking vote in the event of a tie vote.
  4. The supervisory board may adopt resolutions by circular method (e-mail) if all of the board members consent to this procedure.
  5. If the supervisory board adopts a resolution on a business item that is not stated on the meeting agenda, then each member of the supervisory board may request that this business item be placed on the agenda for the next board meeting within seven days after receiving the minutes of the meeting.

c) The Change Advisory Board

Article 15

  1. The change advisory board (CAB) shall attend to the tasks of simap.ch and to the ongoing development of the electronic platform.
  2. Public procurement agencies, service providers of simap.ch and bidders shall be represented on the CAB.
  3. The supervisory board shall determine the members of the CAB.
  4. The CAD shall petition the Associations’ governing bodies. It does not have decision-making authority.

d) The Committee

Article 16

  1. The committee shall consist of the president, the vice-president and the managing director. The cantons must be represented on the committee.
  2. The following responsibilities are incumbent upon the committee:
    1. supporting and monitoring the executive management of business operations,
    2. preparing all business items for the supervisory board,
    3. adopting resolutions within the scope of the functional organizational chart,
    4. business that is not expressly the responsibility of another association executive body.
  3. The managing director shall not vote together with committee members. If the president and the vice-president cannot reach an agreement, then they shall submit the business item to the supervisory board for adoption of a resolution.

e) Executive Management

Article 17

  1. simap.ch shall have a managing director.
  2. The managing director shall handle all arising business and shall exercise responsibilities in accordance with the functional organizational chart.

f) The Auditors

Article 18
The members’ meeting shall designate the auditors in accordance with Article 727c, Swiss Code of Obligations, or shall authorize a fiduciary or auditing company. The object and scope of the audit shall be governed by Articles 729a and 729b, Swiss Code of Obligations.

IV. Finances

Article 19 Funds
The association shall meet its funding requirements from

  1. membership fees
  2. contributions to investment outlays
  3. fees or remunerations of public procurement agencies and of tenderers for services of simap.ch, provided that they are admissible based on the legal status of members, and fees or remunerations as adopted by simap.ch
  4. advertising income
  5. other allocations from third parties.

Article 20 Membership Fees and Investment Contributions

  1. The constitutional authority of members shall remain reserved with regard to fees.
  2. The members’ meeting shall establish the membership fees for the following year by means of an adopted resolution.
  3. Contributions to investment outlays that cannot be financed via regular membership fees or membership fees that exceed by 10% the amount of the previous year’s membership fees shall require
    1. approval by more than three fourths of the members and
    2. approval of members who as a group pay more than one half of the membership fees.
  4. The due date for membership fees pursuant to forgoing section 3 shall be established in such a manner that withdrawal within the time period pursuant to Article 5, section 1, is possible prior to occurrence of the due date for membership fees.

Article 21 Assignment of Costs
Membership fees and investment contributions shall be assigned to members as follows:

  1. one fourth to the Swiss Confederation
  2. three fourths to the cantons. Assignment to individual cantons shall be based on their permanent resident population.

Article 22 Liability and Claim to Association Assets
The association’s liability is limited to its assets. Liability of association members is excluded to the fullest extent permitted by law.

Article 23 Fiscal Year
The calendar year shall constitute the fiscal year.

V. Transitional and Closing Provisions

Article 24 Dissolution of the Association

  1. The member’s meeting shall resolve dissolution of the Association by means of simple majority.
  2. In this case, the supervisory board shall liquidate the Association and shall transfer the sum of profit and capital to members in proportion to the fees they have paid pursuant to Article 21.

Article 25 Entry Into Force

  1. These Statutes shall enter into force immediately following adoption of a resolution by the members’ meeting held on 17 June 2016, and they shall supersede the Statutes of 29 April 2004.
  2. The Association’s governing bodies, pursuant to Article 7, letters b) and f), shall be elected for a regular term of office at the members’ meeting held on 17 June 2016. The term of office of the Association’s former governing bodies shall terminate on this date.

The members’ meeting held on 17 June 2016 has accepted these same Statutes.