The text on this page is a machine translation. The text in German is decisive

Unanimously approved at the General Assembly of 15.6.2019.

Articles of Association

The “Association of Swiss Private Investigators” (VSPD), which was founded in Zurich on 26 May 1952 and changed its name to “Professional Association of Swiss Private Investigators” (FSPD) by resolution of the ordinary general meeting of 14 July 1970, is an association within the meaning of Art. 60 ff of the Swiss Civil Code (ZGB) with its headquarters at the place where its
administration.

I. PURPOSE

Art. 1/1 The purpose of the FSPD is to safeguard and represent the interests of all its members externally, to coordinate and deal with professional problems at national level and to promote all possibilities suitable for the development of a high professional level of the private detective profession in Switzerland.

Art. 1/2 The FSPD represents the interests of its members vis-à-vis foreign and international organisations.

II. MEMBERSHIP

Art. 2/1 Any natural person can become an active member of the FSPD who has been independently practising the profession of private detective or an equivalent activity for at least two years, has Swiss citizenship or a branch office (Permit C), enjoys an irreproachable reputation, is resident and domiciled in Switzerland and has passed the legal studies examination. The active member has one vote.

Upon reasoned request, the Board may decide not to take the legal studies examination.

Art. 2/2 In exceptional cases, active membership may also be granted to a legal entity with its registered office in Switzerland, provided that a legal representative is appointed who represents this legal entity without reservation both internally and externally. This legal representative, for whom the conditions according to Art. 2/1 of the articles of association and Art. 1 to 3 of the implementing provisions must be fulfilled, has the same rights and obligations vis-à-vis the FSPD as a natural person.

Art. 2/3 Any natural person who is a Swiss citizen or has a branch office (Permit C) and is resident in Switzerland may become a passive member of the FSPD. The passive member has no right to vote, but has a say.

Art. 2/4 Passive members who are elected to the executive committee have the same voting rights as active members.

Art. 2/5 A passive member is not permitted to publish his membership of the FSPD, neither in advertising nor in any other way.

Art. 2/6 Passive membership may also be granted to a legal entity, provided that a legal representative is appointed who represents this legal entity without reservation, both internally and externally, and provided that the requirements of Art. 2/3 of the statutes and Art. 1/2 of the implementing provisions are met.

Art. 2/7 Corresponding Member (KM) can be any natural or legal person who resides and has its registered office abroad and who independently pursues the profession of private detective or an equivalent activity and is affiliated to the IKD through a national association or as an individual member.

Persons who do not belong to an IKD national association require the consent of the relevant national association.

The KM has a say in the matter, but no voting rights. It is informed about the association’s activities, is invited to the general assembly and can refer to its membership of the FSPD in its correspondence.

Art. 3 Every active member is obliged to be entered in the commercial register.

Art. 4/1 The executive board decides on admission as a member of the FSPD. An admissions committee consisting of active members and members of the executive board is responsible for examining applications for admission. The admissions committee is obliged to make a statement to the executive board. All applications for admission that have been dealt with are brought to the attention of the members by circular letter or publication in the Association Gazette.

Art. 4/2 Objections against an applicant must be submitted to the President in writing and with reasons within 14 days of dispatch. In compelling cases, a period of grace is permissible.

Art. 4/3 If an application for admission is rejected, the Board is not obliged to inform the applicant of the reasons for the rejection. The decision of the board is final. Art. 4/4 of the statutes remains reserved.

Art. 4/4 At the ordinary or extraordinary general assembly, the board is obliged to inform the members about applicants whose application for admission has been rejected. The reasons for rejection may be made known. An application for admission rejected by the Board can only be reconsidered by a simple majority of the General Assembly. In such cases, the following General Assembly, after re-examination, decides by a simple majority on the admission or rejection of the applicant

Art. 4/5 In order to deal with an application for membership that has been rejected by the Board, the convening of an extraordinary General Assembly cannot be requested.

Art. 4/6 Resignation from the FSPD must be made by written notice to the Board and at the end of a calendar year. In extraordinary cases, immediate resignation is possible with the approval of the Board.

Art. 4/7 Anyone who no longer fulfills the requirements set forth in Art. 2 of the Statutes shall lose his membership.

Art. 4/8 The Executive Board is entitled to reprimand or expel a member in case of violation of general professional and association duties. Depending on the nature and severity of the violation, the Board may order a temporary suspension of membership until the facts of the case have been clarified. In both cases, the member must first be heard by the President or by the Board. If a member of the Board is affected, he/she must withdraw from the membership.

Art. 4/9 An appeal may be lodged against decisions of the Board, which shall have a suspensive effect. If such an appeal is filed by an affected person and the period until the following General Assembly is more than three months, the Board must convene an extraordinary General Assembly or hold a ballot. Both the General Assembly and the ballot by correspondence are subject to a majority decision (simple majority).

Art. 4/10 If a member is publicly suspected, accused or legally convicted in the course of his or her professional activities, the Executive Board must be informed immediately. The Executive Board shall decide on the form and content of statements to be made in response to inquiries from third parties.

Art. 5/1 An active member who does not give up his profession as a private investigator for dishonorable reasons may, at his request and after approval by the Executive Board, continue to belong to the FSPD as a passive member.

Art. 5/2 Persons who have rendered special services to the FSPD may be appointed honorary members by resolution of the General Assembly. They shall have the rights of active members, but shall be exempt from the obligation to pay dues.

III. ORGANS OF THE FSPD

Art. 6 The organs of the FSPD are:
a) the General Assembly
b) the Executive Board
c) the admission committee
d) the Auditors

Art. 7/1 The ordinary General Assembly takes place once a year.

Art. 7/2 The Board may convene an extraordinary General Assembly. It is obliged to do so if at least 1/5 of the active members submit a request stating the reasons.

Art. 7/3 Invitations shall be made in writing at least 30 days before the date of the meeting and shall specify the agenda items to be discussed.

Art. 8 The General Assembly is entitled to deal with all business not referred to the Board. In particular:

a) Election of the President and the rest of the Board. The Board shall constitute itself.
b) Election of the admission committee.
c) Election of two auditors.
d) Determination of the annual dues for active, passive and corresponding members.
e) Determination of all processing fees and fees for Association cards.
f) Determination of extraordinary contributions.
g) Acceptance of the annual reports (President, Secretary, IKD Delegate).
h) Acceptance of the annual accounts and the auditors’ report.
i) Discharge of the organs of the FSPD.
k) Handling of possible appeals according to Art. 4/9 of the Statutes and Art. 16 of the Implementing Regulations.
l) Amendments to the Statutes, their implementing regulations and the Rules of Professional Conduct.
m) Appointment of honorary members.
n) Dealing with any motions. Proposals from members must be sent in writing to the President at least 30 days before each General Meeting and must be brought to the attention of those entitled to vote by the President at least 15 days before the General Meeting.
o) Miscellaneous.
p) Dissolution of the FSPD according to Art. 14 of the Statutes.

Art. 9 The General Assembly passes its resolutions by a simple majority of the votes cast. In case of a tie, the President has the casting vote.

Art. 10/1 The Executive Committee is composed of

• President
• Treasurer/Vice President
• Secretary/Actuary

The President and the Treasurer/Vice-President belong either to German-speaking Switzerland or to Latin-speaking Switzerland.
The Executive Committee is elected for a term of two years and is eligible for re-election.

Art. 10/2 The legally binding signature for the Association shall be held by the President, the Secretary and the Treasurer collectively by two.

IV. CASH

Art. 11 The revenues of the FSPD are:

a) Processing fees
b) Fees of the Association cards
c) annual dues of active, passive and corresponding members
d) net income from the Association’s newsletter
e) Reminder fees and possible fines
f) Extraordinary contributions
g) Donations and contributions

Art. 12/1 Only the assets of the FSPD are liable for its debts.

Art. 12/2 Resigned or expelled members have no claim on the Association’s assets.

V. LEGAL COUNSEL

Art. 13/1 The legal counsel of the FSPD may be called upon to deal with differences between members, at the expense of the parties involved. In this case, the parties submit to the decision of the legal advisor and waive their right to appeal (decision to the best of their knowledge and belief).

Art. 13/2 In the event of differences in connection with a contractual relationship between members on the one hand and persons outside the FSPD on the other, the member may submit a request for legal counsel to the President. The Executive Committee shall make the final decision on the granting or refusal of legal advice.

Art. 13/3 The granting of legal consultancy can only be approved if the member has complied with the statutes, the implementing regulations and the rules of professional conduct in the exercise of his activity and if a fully completed form on the contractual relationship is available.

Art. 13/4 The member is liable for the costs of the legal advisor. If necessary, the Board of Directors may request a recommendation from the legal advisor.

VI. DISSOLUTION OF THE FSPD

Art. 14/1 The FSPD can be dissolved if 3/4 of all active members are present at a General Assembly and 2/3 of those entitled to vote agree to dissolution.

Art. 14/2 In case of dissolution of the FSPD, the net assets will be used according to the decision of the General Assembly. A 2/3 majority is required for this decision.

VII. ADDITIONAL PROVISIONS

Art. 15 These Statutes are accompanied by the Implementing Regulations and the Rules of Professional Conduct, which have also been approved by the General Assembly.

VIII. FINAL PROVISIONS

Art. 16 Mandatory federal and cantonal law shall take precedence over the Articles of Association, the implementing provisions and the Rules of Professional Conduct pursuant to Art. 63 of the Swiss Civil Code.

Art. 17 In cases for which the Articles of Association, the implementing regulations and the Code of Professional Conduct do not contain any provisions, the Board of Directors may, after informing the members in writing, make regulations that correspond to the spirit and purpose of the FSPD.

Art. 18 The statutes are written in German, French and Italian. For questions of interpretation, the original German text is authoritative.

IMPLEMENTING REGULATIONS

Art. 1/1 The minimum age for admission as an active member of the FSPD is 25 years.

Art. 1/2 The minimum age for admission of passive and corresponding members is 20 years.

Art. 1/3 Upon written request, the General Assembly may, in exceptional cases, grant admission to an applicant who has not yet reached the prescribed minimum age. In such cases, the previous activity and professional qualifications must be particularly appreciated and taken into account.

Art. 2 An application for admission as an active member of the FSPD must be accompanied by the following documents:

a) Curriculum vitae with complete information on school attendance, professional training and previous activities, as well as the certificates obtained from these areas.
b) Extract from the Federal Central Criminal Register.
c) Certificate of good conduct from the municipality of residence.
d) Information from the debt collection and bankruptcy office on current debt collection proceedings or any certificates of loss issued in the last five years.
e) Photocopies of the valid cantonal license to practice the profession.
f) General power of attorney for the attention of the Admission Commission for the complete verification of the applicant.

Art. 3 Active membership only becomes legally effective when:

a) The entry in the Commercial Register according to Art. 3 of the Statutes has been made.
b) The advance payment of the processing fee and the membership fee for the first year has been made.
c) The applicant has passed the legal examination and has received the confirmation letter from the Board.

Art. 4 A certificate is issued to each member. This remains the property of the FSPD.

Art. 5 No own certificates may be issued or given to employees. Only the identity cards issued by the FSPD are to be used.

Art. 6 The annual membership fees are determined at the General Assembly.

Art. 7/1 The processing fees are fixed at

• for active members Fr. 300.-
• for passive members Fr. 100.-

Art. 7/2 Corresponding members may be charged a handling fee, especially if they do not belong to a National Association.

Art. 7/3 Family members of Active Members who wish to join the FSPD as Passive Members shall not pay any processing fees.

Art. 8 The fees for membership and staff cards are Fr. 20.

Art. 9/1 Membership fees for the current year must be paid by March 31st at the latest.

Art. 9/2 Members who maintain a branch office outside their regular place of business, but in Switzerland, shall pay an additional fee of 50% of the regular annual membership fee per branch office, provided that the member concerned wishes to have this branch office included in the FSPD address list. The same applies to Corresponding Members.

Art. 9/3 If a member is in arrears with its dues payments, a written reminder will be sent. In extraordinary cases, the Executive Board may make special arrangements upon a timely and justified request.

Art. 9/4 If the deadline set for payment remains unused, the Executive Board is authorized to immediately expel the member in question from the FSPD. There is no right of appeal to the General Assembly against such exclusion for non-payment of the membership fee.

Art. 9/5 The exclusion shall be published in the official journal of the Federation or brought to the attention of the members in another form.

Art. 10 Other financial obligations to the FSPD must be fulfilled within 30 days of receipt.

Art. 11 The active members are responsible for ensuring that only persons of good character and standing in the civil honor and rights are called upon as employees. Upon request, a separate membership card will be issued to such employees. This is personal and non-transferable.

Art. 12/1 Every active member is obliged to attend the ordinary and extraordinary general meetings.

Art. 12/2 Apologies must be sent in writing to the President in due time.

Art. 12/3 In case of unexcused absence, the active member has to pay a fine of Fr. 40.

Art. 12/4 In justified cases a late excuse can be accepted and a fine can be waived.

Art. 13 The active member is recommended to emphasize the membership to the FSPD, the SGV and the IKD on his printed material.

Art. 14 The formation of the company has to be done according to Art. 944 ff OR. The use of an exclusively fanciful name is not permitted.

Art. 15/1 If a member does not comply with a measure ordered by the Board of Directors or with an order issued to him, the other members may be informed by means of a consultation procedure instead of an ordinary or extraordinary General Meeting and asked for a statement.

Art. 15/2 If a member does not recognize a decision reached in the consultation procedure, he can be expelled from the FSPD by the Board.

Art. 15/3 The member has the right of appeal against such a decision of the Executive Board according to Art. 4/9 of the Statutes.

Art. 16 Upon leaving the FSPD, the member must return to the President the membership card, any employee cards and the certificate confirming membership in the FSPD.

Art. 17/1 Members who have been expelled or have resigned are obliged to remove any reference to their former membership of the FSPD from all correspondence and advertising within 10 days of the decision becoming final.

Art. 17/2 In case of non-compliance with this order, the deletion can be demanded in court. Furthermore, the Executive Committee is entitled to sue the offending party for unfair competition and to publish the exclusion.

Art. 17/3 Under special circumstances, such as death or incapacity of an active member, the Board may, upon request, substitute the rights and duties of an active member to a person familiar with the company for up to one year.

Art. 18 The Association Gazette shall in principle be distributed to Active, Passive and Corresponding Members.