GRÜNDUNGSPROTOKOLL vom StreetMindz „the professional artist incubator“ (SMZ)

Minutes of the Meeting
Held on March 2, 2017, at 1:00 PM
At the Office Premises of StreetMindz “the professional artist incubator” (SMZ)

Agenda:

1. Welcome and Determination of Quorum
2. Approval of the Agenda
3. Election of the Chairman of the Meeting
4. Election of the Secretary
5. Purpose of Establishing the Association
6. Approval of the Association’s Bylaws
7. Election of the Board of Directors
8. Waiver of Auditors
9. General Survey

1. Welcome and Determination of Quorum

Zlatko Jankovski, as the convener, welcomes the attendees and confirms that the following persons are present for the establishment of StreetMindz “the professional artist incubator” (SMZ):

– Zlatko Jankovski, residing in Zurich as a founding member
– Angela Illi, residing in Zurich as a founding member

Accordingly, the meeting, as required by Art. 60 et seq. of the Swiss Civil Code (ZGB) for the establishment of an association, is attended by the necessary minimum of two founding members, and the founding assembly is quorate.

2. Approval of the Agenda

Upon motion by Zlatko Jankovski, the agenda is unanimously approved.

3. Election of the Chairman of the Meeting

Zlatko Jankovski volunteers to serve as the chairman of the meeting. The proposal is unanimously accepted by the founding assembly, and Zlatko Jankovski assumes the chairmanship of the founding assembly.

4. Election of the Secretary

Upon motion by Zlatko Jankovski, Angela Illi is appointed as the secretary of the founding assembly.

5. Purpose of Establishing the Association

For some time, there has been an artists’ community whose purpose is to promote art and artists. The community utilizes all forms and means available to promote art. To consolidate this legal community temporally and personally, the merger of the interested parties into a legal entity with its own legal personality becomes necessary. In this context, the association, as a legal entity with an ideal purpose, represents the most suitable legal form.

The founding members fully agree with these findings.

The board is tasked with registering the association in the commercial register.

6. Approval of the Bylaws

The chairman presents the bylaws drafted by the law firm ME Advocat Rechtsanwälte for discussion. A detailed discussion of each article is waived. No changes are made by the attendees.

The bylaws, as attached, are unanimously accepted by the founding assembly. Zlatko Jankovski declares the establishment of the association StreetMindz “the professional artist incubator” (SMZ) as completed.

In addition to the bylaws, the founding assembly unanimously decides to adopt operational regulations.

8. Election of the Board of Directors

The founding assembly elects the following members of the board of directors for a term of three years until the ordinary general meeting in 2020:

– Zlatko Jankovski as President, with individual signing authority
– Angela Illi as Vice President and Secretary and Treasurer, with joint signing authority for two persons

The elected members accept the election.

9. Waiver of Auditors

The chairman notes that the association is not obligated to undergo regular auditing according to Art. 69b para. 1 ZGB. Since the association will have less than 10 full-time positions on average per year, the founding assembly unanimously resolves to waive auditors according to Art. 69b para. 3 ZGB in conjunction with Art. 727a para. 2 OR.

10. General Survey

Finally, the chairman thanks all attendees for their strong support of the association StreetMindz “the professional artist incubator” (SMZ).

The general survey is not used further, and the chairman adjourns the meeting at 2:30 PM.

Bylaws of the association StreetMindz “the professional artist incubator” (SMZ).