Statutes of Association for the Global Mergers, Acquisition, & Investment Council
The Asia Pacific M&A Association (APMAA) was formed in 2017 to foster collaboration for cross border M&A transactions, education, and industry advancement between and within the member countries.
In 2018, it was announced that a new organization, the Global Mergers, Acquisition, & Investment Council (GMAIC) would be formed to expand upon the mandate of the APMAA. Due to COVID-19 and increasing geo-political tension, the advancement of the GMAIC was halted.
A renewed focus on the opportunities for global economic growth and the role that mergers, acquisitions, and investment can play, has resulted in the commitment from the APMAA and GMAIC founders to formally establish the organization as an Association in the Canton of Geneva, Switzerland. Through this endeavor, the founders commit to the declaration of objectives and strategies that will be pursued by all of the membership.
Article 1 NAME AND DURATION
An association within the meaning of Articles 60 et seq. of the Swiss Civil Code ("CC") is hereby created under the name "Global Mergers, Acquisition, & Investment Council" (hereafter, the "Association").
The Association is created for an indefinite period of time.
Article 2 SEAT
The Association's seat is in the Canton of Geneva.
Article 3 PURPOSE
The Association is created to:
- Establish a global ambassador platform with pre-qualified individuals and organizations in the GMAIC markets, for increasing cross border Mergers & Acquisitions (M&A) and foreign direct investment (FDI)
- Establish the foundation for the development of cross-border M&A and FDI education and best practices across the council's member territories in 2024
The Association's strategy to accomplish its objectives is to:
- Establish country chapters with leadership committee who meet regularly and program activities for the national market, collaborate with other chapter leadership on cross border activities and communicate to the global membership about their respective market activities
- Create a global membership database service for the introductions and referral of members and opportunities across the world
- Develop international deal portal service platform for cross border M&A and FDI
- Identify and promote local country M&A event opportunities to the global membership where members from other chapters can attend for cross border relationship development and deal sourcing
The Association has no profit purposes.
Article 4 MEANS
The Association may pursue all lawful activities to achieve its purpose.
Article 5 RESOURCES
Resources of the Association may come from donations, legacies, sponsorship, partnerships, public subsidies, membership fees, revenues generated by the Association's assets as well as any other resources authorized by the law.
The Association will establish an operating budget to ensure that the objectives of the Association may be accomplished and that all funds are responsibly managed.
All resources of the Association shall be used exclusively for its not-for-profit purposes.
Article 6 MEMBERS
Members of the Association (the "Members") shall consist of individuals or institutions who have an interest in the purpose and the activities of the Association and wish to support them. The Members will include but not be limited to:
- Financial Investors and Acquirors
- Strategic Investors and Acquirors
- M&A Advisors
- Investment Advisors
- M&A and Investment Legal Advisors
- M&A and Investment Accounting Advisors
- M&A and Investment Service Providers
Article 7 BEGINNING OF MEMBERSHIP
The founders are the initial Members of the Association.
Additional Members may join the Association by submitting a written application to the Executive Committee.
The Board shall review applications, before submitting them to the General Assembly for approval.
Article 8 END OF MEMBERSHIP
Membership ceases:
- Upon the resignation of the Member addressed to the Board at least 6 months before the end of the calendar year;
- Upon death of the Member if such Member is an individual and not the representative of an institution; or
- By exclusion, decided by the Board, (i) on statutory grounds, specifically any conduct that would harm or limit the advancement of the association, or (ii) without cause.
In any case, the fee for the current year remains due by the exiting Member.
A resigning or expelled Member has no right to the Association's assets.
Article 9 MEMBERSHIP FEES
The Executive Committee decides on the principle of membership fees and their amount.
Article 10 ORGANS OF THE ASSOCIATION
The bodies of the association are:
- the general Assembly,
- the Board,
- Executive Committee,
- the External Auditors, insofar as this is required by Swiss law.
Article 11 PRINCIPLES
The General Assembly is the supreme authority of the Association within the meaning of article 64 et seq. CC.
It is composed of all the Members.
Article 12 POWERS
The General Assembly delegates to the Board the power to administer and represent the Association.
The General Assembly remains with the following inalienable powers:
- Adoption and amendment of the present Statutes;
- Nomination, surveillance and revocation of the External Auditors;
- Approval of annual reports and audited accounts;
- Admission and exclusion of Members;
- Nomination, surveillance, discharge and revocation of Board members;
- Decision on the dissolution or merger of the Association; and
- Management of all matters that are not the responsibility of other bodies.
Section 13 MEETINGS
Ordinary meeting of the General Assembly. The Ordinary meeting of the General Assembly shall be held at least once a year.
Extraordinary meeting of the General Assembly. Extraordinary meetings of the General Assembly may be called by the Board or at the request of at least 20 percent of all Members, in accordance with article 64 para. 3 CC.
Convocation. The Board shall convene the meetings of the General Assembly with a one-month notice. The agenda of the meetings must be sent with the invitations. The invitations may be sent by post or by e-mail.
Quorum. The General Assembly is validly instituted if at least [one third] of the members are present.
The Chair. The Chair, and in his/her absence the Vice Chair (as defined in article 17 below), shall chair the meetings of the General Assembly.
Meeting modes. Meetings can be held either (i) onsite, whether in Switzerland or abroad, (ii) by video conference, or (iii) in a hybrid manner (mix of onsite and video conference), provided that all requirements for onsite general assembly meetings are fulfilled.
Independent representative. The appointment of an independent representative is not necessary for meetings taking place in Switzerland, online or in a hybrid form. For meetings taking place abroad, an independent representative shall be appointed, unless all members agree to waive this condition.
Article 14 DECISIONS AND VOTING RIGHTS
Voting rights. Each Member shall have an equal voting right at the General Assembly.
Power of attorney. Members may vote in person or by proxy.
Process. Voting takes place by a show of hands or through an electronic voting process. Upon request of at least [one-fifth] of the Members, voting may take place by secret ballot.
Majority of votes. All decisions shall require a simple majority of all votes expressed (including votes by proxy), insofar as the present Statutes do not provide for a different majority.
Decisions by circular letter. Proposals to which all Members have adhered in writing (including by e-mails) are equivalent to decisions taken by the General Assembly, in accordance with article 66 para. 2 CC.
Conflict of interest. In accordance with article 68 CC, a Member may not vote for decisions relating to a matter or a legal proceeding regarding the Association where he or she, his or her spouse, parents or relatives in direct line are a party to the matter.
Minutes. The meetings of the General Assembly and its decisions are recorded in the minutes.
Article 15 PRINCIPLES
Role and powers. The Board is the executive body of the Association. It has the right and the duty to manage the affairs of the Association and to represent it in accordance with the Statutes. In particular, the Board shall take all necessary measures to achieve the purposes of the Association, ensure the correct application of the present Statutes and any other internal regulations, administer the property, assets and resources of the Association, manage the accounts, engage and supervise a Director, if necessary, and convene and organize the General Assembly.
Pro-bono. Board members shall act on a pro-bono basis, with the exception of reimbursement of their effective costs and travel expenses. Potential attendance fees may not exceed those paid for official commissions of the Canton of Geneva. For activities that exceed the usual scope of the function, each Board member may receive appropriate compensation. Paid employees of the Association may only sit on the Board in an advisory capacity.
Article 16 APPOINTMENT OF THE BOARD
The initial Board members are appointed by the founders.
After that, the General Assembly will assign the responsibility to the Board to appoint new Board members.
Article 17 COMPOSITION
The Board shall be composed of at least 3 and at most 20 members.
The Board designates amongst its members, a Chair, a Deputy Chair as well as any other function as it may deem necessary.
At least one member of the Board with individual signatory powers, must be domiciled in Switzerland and have access to the list of members.
Article 18 TERM
The Board members are appointed for a three-year term, renewable once.
Article 19 REMOVAL AND RESIGNATION
Removal. Board members may be removed by the General Assembly for just cause, in particular if the Board member has violated his/her obligations towards the Association or if the Board member is not in a position to exercise his/her functions correctly.
Resignation. Board members may resign at any time by submitting a written declaration to the Chair, specifying when the resignation shall take effect.
Vacancy during the term of office. In the event of dismissal or resignation during the term of office, the Board may appoint a replacement member by co-optation, until the next meeting of the General Assembly.
Article 20 DELEGATION AND REPRESENTATION
Delegation. The Board is entitled to delegate certain of its tasks to one or more of the Board members, including to Board sub-committees, to third parties, or to hired employees.
Representation. The Board designates the individuals who are authorized to represent and bind the Association.
Article 21 BOARD MEETINGS
Meetings. The Board shall meet as often as required, but at least [twice] per year.
Process. Board members may validly participate in a meeting of the Board in person, by video or telephone conference or any other means decided by the Board. In-person meetings can take place in Switzerland or abroad.
Convocation. The Chair of the Board shall convene Board meetings at least fifteen days in advance. The Chair may convene the Board with 24 hours advance notice, where justified by urgent circumstances.
Article 22 DECISION-MAKING
Votes and majority. Each Board member shall have one vote. Decisions are taken by a simple majority of all votes expressed, as long as the present Statutes or other internal regulations of the Association do not provide for a different majority. In case of a tie, the Chair shall have a casting vote.
Decisions by circular letter. Decisions may also validly be taken by written resolution, including by email.
Minutes. Board meetings and decisions will be recorded in the minutes of the Board.
Article 23 SECRETARIAT
The Board may create a Secretary General and/or appoint a Director to manage the day-to-day affairs of the Association.
Article 24 EXTERNAL AUDITORY
Compulsory body. To the extent required by Swiss law, the General Assembly shall appoint the independent External Auditor in charge of (i) verifying the annual accounts of the Association and to submit a detailed report to the General Assembly and (ii) to ensure that the statutory rules of the Association (Statutes and internal regulations) are respected.
Optional body. The Association, which is not subject to the obligation to appoint an External Auditor, may nevertheless decide to appoint one (or more) External Auditor(s), who would prepare a report to the General Assembly's attention.
Article 25 BOOKKEEPING
Accounts. The Board must prepare for each financial year accounts as required by the applicable laws.
Fiscal year. The fiscal year begins on January 1st and ends on December 31st of each year.
Article 26 LIABILITY
The Association is solely liable for its debts and obligations, which are guaranteed by its assets, to the exclusion of all individual responsibility of its Members.
Article 27 DISSOLUTION
The Association may only be dissolved by a two-third majority vote of all Members.
In such a case, the Board shall proceed with the liquidation of the Association.
The assets of the Association shall first serve to pay its creditors.
Remaining assets will be entirely assigned to a non-profit entity, which pursues similar public interest purposes and which is tax exempted.
In no event, may the assets of the Association be returned to its founding members or
Members, nor should they use some or all of the assets for their own benefit in any
way.
Place and date of the constituent meeting of the Association: Davos, Switzerland - January 17, 2024
Chairman of the constitutive assembly: David Fergusson
Secretary General of the constitutive assembly: Carlos Creus Moreira
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