Association TERRRATERRRE
Headquartered in Prilly
Founding
Art. 1 Name, Registered Office, and Duration
An association under the name "TERRRATERRRE" (hereinafter referred to as "the Association") is established for non-profit purposes in accordance with Articles 60 et seq. of the Swiss Civil Code.
The Association's registered office is located in the Canton of Vaud, in Prilly.
It is politically neutral and independent of any religious affiliation. Its duration is unlimited.
Art. 2 Purpose
The purpose of the Association is to raise awareness among professionals and the general public about issues related to the reuse of excavated soil. To this end, it aims to promote the establishment of a circular economy for soil materials, with the goal of restoring fertile soils while reducing the embodied (grey) energy associated with their transport.
The Association develops and implements tools and methods to enable local exchange of soil and its various layers, in the context of agriculture (in the broadest sense), new construction, and all types of excavation.
The Association connects stakeholders from the construction and agricultural sectors.
Art. 3 Resources
The Association's resources for pursuing its purpose consist of:
a. Financial contributions granted through partnerships and third-party support for specific projects and initiatives;
b. Funding provided by partners, communities, and public institutions;
c. Resources obtained for specific projects or actions;
d. Possible donations and bequests;
e. Any other resources permitted by law;
f. Membership fees from ordinary and extraordinary members.
The membership fee amount is determined annually by the General Assembly.
The funds are used in accordance with the Association’s social purpose.
Members of the Board are exempt from paying membership fees.
Art. 4 Liability
The Association is solely liable for its debts, which are covered exclusively by its own assets. Any personal liability of its members is excluded.
Members
Art. 5 Membership Categories
Individuals, legal entities, or other public institutions that are interested in contributing to or supporting the objectives set out in Article 2 of these statutes may become members.
The Association consists of:
a. Active members;
b. Supporting members;
c. Invited members;
d. Honorary members.
Art. 6 Membership Process
Applications for membership must be submitted to the Board in the form of a letter of motivation. The Board decides on the admission of new members and informs the General Assembly accordingly.
By joining the Association, each member agrees to abide by its statutes and the decisions of its competent bodies.
Membership ends through:
a. Resignation. Any resignation must be submitted to the Board at least six months before the end of the calendar year;
b. Expulsion for “justified reasons”;
c. Non-payment of membership fees for two consecutive years;
d. Expulsion for justified reasons.Admission and expulsion of members fall under the responsibility of the Board and require a two-thirds majority vote of those present. The affected person may appeal the decision to the General Assembly within 30 days of being notified.
In all cases of membership termination, the annual fee remains payable. Resigning members have no claim to the Association’s assets.
Organization
Art. 7 Governing Bodies
The governing bodies of the Association are:
a. The General Assembly;
b. The Board;
c. The Auditing Body.
Art. 8 General Assembly
The General Assembly is the Association’s supreme authority.
It meets at least once per year
It includes all members of the Association.
The Board invites members to the General Assembly by email at least 15 (fifteen) days in advance and proposes an agenda.
The Board is obliged to include on the agenda any proposal submitted by a member at least 10 (ten) days prior to the meeting via email.
An extraordinary General Assembly may be convened at any time by a decision of the Board or at the request of at least one quarter of the members.
The Assembly is chaired by a member of the Board. Chair responsibilities may rotate depending on the availability of Board members.
The General Assembly may validly deliberate regardless of the number of members present. Decisions are made by an absolute majority of votes cast (half plus one) and by a show of hands. In the event of a tie, the chairperson of the meeting casts the deciding vote.
All members have equal voting rights.
The powers of the General Assembly include, but are not limited to:
a. Adoption and amendment of the Bylaws;
b. Election of Board members, appointment of a President, Treasurer, and Secretary, and appointment of the Auditing Body;
c. Approval of reports, adoption of financial statements, and vote on the annual budget;
d. Discharge of the Board and Auditing Body from their responsibilities;
e. Setting policy guidelines and directing the Association’s activities;
f. Deliberation on other projects on the agenda;
g. Setting the annual membership fees;
h. Ruling on appeals related to membership admission or exclusion;
i. Decision on the dissolution of the Association.
Art. 8bis Agenda
The agenda of the annual ordinary General Assembly must include:
Approval of the minutes of the previous General Assembly;
The Board’s report on the Association’s activities over the past period;
Reports on financial management and auditing;
Setting of membership fees;
Adoption of the budget;
Approval of reports and financial statements;
Election of Board members and the Auditing Body;
Consideration of individual proposals.
Art. 9 Board
The Board consists of at least two members, elected by the General Assembly for a one-year term. They may be re-elected indefinitely.
The Board organizes itself and meets as often as the affairs of the Association require.
Board work is voluntary.
However, Board members—like other Association members—may be compensated or contracted for specific and time-limited tasks. Conditions for such compensation or assignments are defined in the Association’s internal regulations.
Decisions within the Board are made by a majority of those present.
The Association is legally represented by the joint signature of two Board members.
The powers of the Board include, but are not limited to:
a. Taking action to achieve the Association’s objectives;
b. Convening ordinary and extraordinary General Assemblies;
c. Deciding on the admission, resignation, or exclusion of members;
d. Ensuring compliance with the Bylaws, drafting internal rules, and managing the Association’s assets;
e. Maintaining the Association’s accounting.Board deliberations are recorded in minutes.
The Board hires and dismisses the Association’s staff. It may delegate time-limited mandates to any member of the Association or an external person.
Art. 10 Auditing Body
The Auditing Body consists of two members of the Association who are not on the Board.
They audit the Association’s financial management and the processes for awarding mandates and paid positions, and report to the General Assembly.
A fiduciary or auditing firm may be appointed in place of the internal Auditing Body.
Art. 11 Fiscal Year
The fiscal year begins on January 1 and ends on December 31 of each year.
Art. 12 Dissolution
The dissolution of the Association requires a two-thirds majority vote of the members present at the General Assembly.
In the event of dissolution, all remaining assets will be donated to an institution with a similar public interest purpose and tax-exempt status.
Under no circumstances may the assets be returned to the founding individuals or members, nor may they be used in whole or in part for their benefit.
Art. 13 Entry into Force
These statutes were adopted at the founding meeting held on October 10, 2022, in Prilly.
On behalf of the Association,
Jan Forster
President of the Founding Assembly
Yannick Poyat
Secretary of the Founding Assembly