Personnel change on your association’s Board of Directors? What needs to be done

Perhaps you – for instance as treasurer of an association – are lucky and the Board of Directors of your association grows into a well-functioning body so that you are spared personnel changes over a prolonged period. However, you could also already be confronted in the foreseeable future with the election of a new member of the Board of Directors. Association expert Hans Lichtsteiner explains what is to be done in such cases. As treasurer, you must among other things have any new authorized signatories registered with your bank so that your association account is kept up-to-date.

Consult the statutes of your association in the event of a change on the Board of Directors

Details of how the Board of Directors is to be appointed and with how many members can be found in the statutes of your association. These generally also set out the period within which the vacant seat on the Board of Directors is to be reoccupied.

Schedule the new elections and have the minutes of the meeting of members signed

Schedule the new election in accordance with the statutes for the next meeting of members or if necessary convene an extraordinary meeting of members. Record the election of the newly elected member in the minutes and have these signed by the keeper of the minutes and the Chairman of the meeting.

Amend the signing rights

Is the newly elected member authorized to sign? If so, have any signature regulations contained in the statutes or in a separate document amended if necessary.

Have the new member of the Board of Directors entered in the association account if necessary if he or she is an authorized signatory

An important task normally incumbent on the treasurer is to keep the association account up to date. If the newly elected member of the Board of Directors is an individual or collective authorized signatory, the association account must be amended accordingly. For this purpose, the up-to-date (election) minutes signed by the keeper of the minutes and the Chairman of the meeting and a means of identification of the new authorized signatory must be presented.

If your association is entered in the commercial register, have personnel changes on the Board of Directors recorded there

For a newly elected member of the Board of Directors to be entered in the commercial register, the following documents must be submitted to the commercial register:

• Minutes documenting the election. The minutes must be signed by the keeper of the minutes.
• Declaration of acceptance of the newly elected member of the Board of Directors (unless acceptance of the election can be inferred from the minutes of the General Meeting or co-signing of the registration).
• Minutes in which the type of signature (e.g. individual or collective signature of two people) and the allocation of the function are resolved (the signing rights can often be derived from the statutes). The minutes must be signed by the Chairman of the meeting of the Board of Directors and the keeper of the minutes.
• Registration for the commercial register that must be signed by the Chairman and another member of the Board of Directors.
  
• Certified association signature: each newly elected person who is an authorized signatory and whose signature is not yet known to the commercial register must submit a certified corporate signature. The attestation can be carried out by the municipal administration, a notary or the commercial register. The certified corporate signature is normally provided on the registration or on a supplementary sheet.

Ensure easy induction with a clear functional description

As in a conventional company, it is also advisable in an association to compile clear functional descriptions for each member of the Board of Directors. Describe the following aspects in sufficient detail here for new candidates to be able to gain a clear picture of their new function:

• Tasks
• Competencies
• Responsibility
• Time requirement

Gain time by asking your Board members to announce resignations in good time

Ask your Board members once a year whether they wish to retain their function. That way you can take the lead and start looking for a new member of the Board of Directors.

Useful for the treasurer of an association to know

PostFinance offers associations an association account enabling you as treasurer to manage the association finances in a straightforward manner. Would you like to find out more – for example, what happens if there is a change in persons with powers of representation?