Statutes openEHR.ch
Association „under Swiss law Verein“ openEHR.ch
Name and registered office
Under the name openEHR.ch is constituted an association within the meaning of Art. 60 ff. ZGB with its registered office at Alte Langackerstrasse 89, 8704 Herrliberg. It is politically independent and religiously neutral.
The alternate name openEHR Switzerland is also used in public communication
Aim and purpose
openEHR.ch is a non-profit and independent association of Swiss data standardization organizations and enthusiasts who believe in the power of high-quality, standardized and vendor-independent health data. The goal of this community is to share all knowledge about health data, standardization, use cases and ongoing data integration projects related to the Swiss and international openEHR archetype standards, with the aim of improved interoperability and data management in the health environment. Since openEHR is open source, we want to learn from each other, share our knowledge and develop sustainable solutions for the future of Swiss health data. openEHR.ch adheres to the requirements and the affiliate agreement of the international openEHR.org parent company (www.openehr.org).
As a result, there will be an ongoing collaborative work to develop Swiss specific Archetypes which will contribute to the already existing international archetypes in the CKM. Should there be any discrepancies between the Affiliate Agreement of openEHR international and Swiss association law, Swiss association law shall prevail in all cases.
Resources
To pursue the association’s purpose, the association has the following resources:
- Membership contributions
- Supportership contribution
- Patron contributions
- Income from own events
- Subsidies
- Income from service- and consultancy agreements as well as educations
- Donations and donations of all kinds
The business year corresponds to the calendar year.
Membership
Natural and legal persons who are concerned about the purpose of the association can become members. However, according to the Affiliate Agreement, Swiss membership requires that an international membership must first be established. The Swiss branch handles the administrative work related to international and national membership.
Active members with voting rights in the General Assembly are natural persons who use the association’s offerings and facilities.
Supporter support the associations morally, in providing services or financially and do not have voting rights nor are eligible to get membership.
People who have made a special contribution to the association can be awarded honorary individual membership by the general assembly at the suggestion of the board of the association. They do not have full voting rights.
Organizations can join the association at any time; applications for membership must be addressed to the board; The board makes the final decision on admission.
Membership fees (Swiss membership requires that an international membership must first be established):
Individual members do not have to pay a membership fee and get membership by online-registration on the website openehr.ch. International membership fee has to be paid additionally.
Organizations pay a international membership fee annually (see website openehr international https://members.openehr.org/join-us). 20% of this membership fee goes to the Swiss association.
Termination of membership
Membership expires
- for natural persons through resignation, exclusion or death
- in the case of legal entities, through withdrawal, exclusion or dissolution of the legal entity
Withdrawal and exclusion
Leaving the association is only possible at the end of the association year. The letter of resignation must be sent in writing to the board at least 1 month before the end of the association year before the appointment. The full membership fee must be paid for the current year.
A member can be excluded from the association at any time for violation of the statutes, violation of the code of conduct (https://openehr.org/governance/code_of_conduct), criminal offenses, failure to pay the membership fee internationally and nationally or not complying to the affiliate agreement of openehr international).
Organs of the association
The organs of the association are:
a) the general assembly
b) the board of the association
c) the auditors
d) the office
e) the Program Manager
The general assembly
The highest body of the association is the general assembly. A regular general meeting takes place annually in the first quarter of the year. The general assembly is constituted by individual, natural persons being member of the international and swiss association.
Members are invited to the general meeting in writing at least 30 days in advance, stating the agenda. Invitations via email are valid.
Applications from members for the attention of the general assembly must be submitted to the board in writing and with reasons no later than 2 weeks in advance.
The board or 1/5 of the members can request that an extraordinary general assembly meeting be called at any time, stating the purpose. The meeting must take place no later than 6 weeks after receipt of the request.
The general assembly meeting has the following inalienable tasks and powers:
a) Approval of the minutes of the last general assembly meeting
b) Approval of the annual report of the Board
c) Receipt of the audit report and approval of the annual financial statements
d) Discharge of members of the board
e) Election of the president and the other board members as well as the auditors. President, Vice President, etc. Election of further committees.
f) Determination or adjustment of the membership fee
g) Approval of the annual budget
h) Decision on the program of activities
i) Resolution on proposals from the board and members
j) Changes to the statutes
k) Decision on exclusions of members
l) Resolution on the dissolution of the association and the use of the liquidation proceeds
Every properly convened general meeting has a quorum regardless of the number of members present.
The members make decisions with a simple majority of the votes cast. In the event of a tie, the chairperson has the casting vote.
Changes to the statutes require the approval of a [2/3] majority of those entitled to vote.
At least a record of the resolutions must be kept.
The Board of the association
- The board consists of at least 3 people
- The board is constituted by elected individual members of the General Assembly
- Not elected board members are able to participate in the board meetings by invitation of the board – invited non-board-members have no voting rights
- The term of office is 2 years. Re-election is permitted
- The board manages day-to-day business and represents the association externally
- The board issues regulations
- The board can set up modeling or working groups (specialist groups)
- The board can employ or commission people to achieve the association’s goals in return for appropriate compensation (according to labor law).
Further tasks and competencies of the Board:
The Board has all powers that are not delegated to another body by law or in accordance with these Articles of Association like the General Assembly.
The following departments are represented on the board:
a) President
b) Vice President
c) Finance
d) Actuarial
The board meets as often as business requires but at least every Quarter. Any board member can request that a meeting be called, stating the reasons.
Unless a board member requests oral consultation, the resolution is valid by circular (including email).
Board decision
proposals relating to this agreement or its subject matter (including without limitation the governance provisions set out of the legal status or structure of The Affiliate (ZGB, Swiss Law)
a super-majority 2/3 of the Board, rounded up; for matters of ordinary business: either: consensus, where broad agreement exists; OR a simple majority 50% + 1, rounded up of the Board) is sufficient.
Compensation
The board generally works on a voluntary and unpaid basis and is entitled to reimbursement of actual expenses. Appropriate compensation can be paid for special achievements by individual board members.
The Auditor
The general meeting elects 1 auditor or a legal entity who controls the accounting and carry out a spot check at least once a year.
The auditors report to the board for the attention of the general meeting.
The term of office is 2 years. Re-election is permitted.
Signatory authority
The association is obliged by the collective signature of the president together with another member of the board.
Liability
Only the association’s assets are liable for the association’s debts. Personal liability of members is excluded.
Data protection
The association only collects personal data from members that is necessary to fulfill the association’s purpose. The Board of Directors ensures data security that is appropriate to the risk.
The member data, namely the name, address, telephone number and email address, company name (if necessary further data), will be made known to all association members.
The member data, namely (name, email, social media profile provided by the member, company name), is published on the website, in the newsletter and in the association’s newsletter. Otherwise, the data will only be disclosed to third parties within the scope of legally permissible order processing and if this is required by law or ordered by the authorities.
Member data may be shared internationally with openEHR.org.
Member data is otherwise processed in accordance with the provisions of Swiss data protection legislation and the data protection declaration on the association’s website.
Dissolution of the association
The association can be dissolved by resolution of an ordinary or extraordinary general meeting with a majority of [2/3] of the members present.
If the association is dissolved, the association’s assets go to a tax-exempt organization in Switzerland that pursues the same or a similar purpose. The distribution of the association’s assets among the members is excluded.
Come into effect
These statutes were adopted at the founding meeting on Nov 23 and were edited after the general assembly meeting on May 22 2025 and came into force on this date. They replace all previous versions (for existing associations).