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Wir began with seven swiss citizen
example of legal…
adopted ( dated)
Association not for Profit
….. …………………………………………is a Society (hereinafter “Society /
Social Credit”) according to the provisions of art 60 and al. of Swiss Civil Code.
The local head office of the Social Credit will be located in ……………….
And all activities will be begin in the area of ……………..
The objects for which the Social Credit is established are as follows:
(A) To protect and promote the common interests of its members;
(B) To promote, study, advance and protect trading, commercial, financial and
manufacturing interests and relations, as a financial aid to poor people, without any interests.
A Local Social Credit Bank is a business owned and controlled by the people who use its services. They
finance and operate the business or service for their mutual benefit. By working together, they
can reach an objective that would be unattainable if acting alone.
The purpose of the Local Social Credit Bank is to provide greater benefits to the members such as
increasing individual income or enhancing a member’s way of living by providing important needed
services. The Local Social Credit Bank, for instance, may be the vehicle to obtaining improved markets or
providing sources of supplies or other services otherwise unavailable if members acted alone.
In many respects, Local Social Credit Banks resemble other businesses. They have similar physical
facilities, perform similar functions, and must follow sound business practices. They usually
incorporate under State laws and require bylaws and other necessary legal papers. Members elect a
board of directors to represent their interests. The board sets policy and hires a manager to run
the Local Social Credit Bank’s day-to-day business.
Even though Local Social Credit Banks are similar to many other businesses, they are distinctively
different. Some differences are found in the Local Social Credit Bank’s purpose, ownership, control, and
distribution of benefits. Local Social Credit Banks follow three principles that define or identify their
user-owned, user-controlled, and user-benefited.
The user-owned principle means the people who own and finance the Local Social Credit Bank are those who use it. “Use” usually means buying supplies, marketing products, or using services of the
Local Social Credit Bank business.
Members finance the Local Social Credit Bank through different methods: 1) by a direct contribution
through a membership fee or investment; 2) by an agreement to withhold a portion of net
earnings (profit); or 3) by assessments based on units of product sold or purchased 4) By local money creation 5) By distribution of the social dividend 6) By the compensated discount .
Sharing of the profits help finance the Local Social Credit Bank’s operations.
The user-controlled principle (also called democratic control) says those who use the
Local Social Credit Bank also control it by electing a board of directors and voting on major organizational
issues. This is done on a one-member, one-vote basis.
The user-benefited principle says that the Local Social Credit Bank’s sole purpose is to provide and
distribute benefits to members on the basis of their use. Members unite in a Local Social Credit Bank to
receive services otherwise not available, to purchase quality supplies, to increase market
access, or for other mutually beneficial reasons. Members also benefit from distribution of net
earnings or profit based on the individual’s business volume with the Local Social Credit Bank.
To operate under these distinctive principles, an important practice, particularly for
new Local Social Credit Banks, is to conduct continuing member education. This is especially important for attracting and recruiting new members. It is also necessary because the Local Social Credit Bank’s membershipsince conception, continually changes. Older members retire and new ones join.
Keeping owners informed is an important practice for any business, but vital in a
Local Social Credit Bank for at least three reasons:
(1) The democratic control principle, exercised through majority rule, requires that
the entire ownership (members) be informed and involved to assure that enlightened
decisions are made;
(2) Members must indicate their needs and accept the accompanying financial
responsibilities before the Local Social Credit Bank can fulfill those needs; and
(3) Some people are not familiar with the Local Social Credit Bank form of business. The educational
system contains little, if any, information about Local Social Credit Banks.
So, the Local Social Credit Bank, itself, must become the educational institution.
All members sign a declaration not to be a member of any secret society and pay a fine of Pesos if the fact is proven
To help in the attainment of these objects, but not in limitation of them, the Social Credit
may inter alia:
* Collect and disseminate statistical and other information relating to the aforesaid
* Maintain the necessary contacts relating to the aforesaid interests with appropriate
government or trade authorities and bodies;
* Promote, support or oppose legislative or other measures affecting the aforesaid
* Undertake by arbitration the settlement of disputes arising out of trading,
commercial, financial or manufacturing questions submitted to its decision;
* Institute through appropriate channels legal or other proceedings for the protection
of any commercial interests in the local community, provided that, and so far as, no breach be committed of the rules of
law against maintenance or champerty, if and so far as such rules of law are
applicable in the country in which such proceedings are instituted;
* Supply, without guarantee, information respecting the standing of companies, firms
and persons in the local community;
* Give advice and assistance to its Members and others in establishing commercial
connections, finding agents and evaluating trade conditions in the
The local community;
* Sell, lease, mortgage or dispose of or otherwise deal with all or any part of the
property of the Social Credit without any interest rate if applicable;
* Do any other lawful things as may be conducive to the extension of any
trade, commerce, finance, manufacturing or economic interests or incidental to the
attainment of any or all of the above objects.
4.01 The Social Credit shall consist of members who may be:
(a) Individual since conception;
(b) Companies or corporations incorporated in, or firms with a place in RP.
(c) Companies or corporations incorporated in, or firms with a place of business in ,
the village (“The village”);
(d) Any other persons, partnerships, companies or corporations which the Council of
the Social Credit, having regard to the interest and objects of the Social Credit, shall deem
suitable for membership. For the purpose of registration, the number of Members of
the Social Credit is declared as being unlimited.
4.02 The amount of the annual subscription of members as well as the categories of
membership shall be determined by the Council from time to time by regulations
issued by it but subject to such regulations being ratified by the next General Meeting
of the Social Credit, which may also amend the regulations being proposed and such
amended regulations will be effective from the commencement of the following
calendar year. Should the General Meeting or any continuation thereof, fail to ratify
such regulations, they shall cease to have effect from the commencement of the
following calendar year. Any regulations may also prescribe any additional amounts
to be due from members for late payment of subscriptions and reductions of
subscriptions as it may determine.
Subscriptions for the current year are payable no later than January in each year but
the first subscription of a Member admitted during the year shall be limited to a
proportion of the full year calculated as from commencement of the quarter
immediately preceding his election. The liability of each Member to the Social Credit and
to third parties is limited to his subscriptions due hereunder.
The Council shall also be entitled to nominate members to be patrons of the
Social Credit on conditions as it considers appropriate
For the purposes hereof, an “Individual Asset Member” shall be a person with a
teaching qualification in languages either being self-employed or working for a small
enterprise (nor more than 5 employees) offering language tuition and related
services, or a teacher employed by a school which is not exclusively a language
school. Whether a Member is eligible to be considered as an Individual ASSET
Member shall be determined by the President (or in his absence or incapacity a Vice
President) whose decision shall be final”.
Notwithstanding the foregoing or the provisions of Article 8.01 (g) below, the Council
shall have the authority by resolution to introduce a subscription rate for Individual
Members and a “small business” subscription for Ordinary Members at a rate below
the amount stated above and under conditions as the Council may consider
4.03 A candidate for election shall sign a written application for election and an
agreement to be bound, if elected, by the Articles of Association. The application
shall be brought before the Council at their next or subsequent meeting, when a
majority of the Members of the Council then present or represented may admit the
candidate as a Member. Such admission, together with submission of an application
for membership and payment of the subscription, shall constitute membership and
an agreement to be bound by these Articles of Association. The Executive Director
shall keep a list of all members at the Social Credit’s head office.
4.04 A Member must give written notice to the Social Credit at its Head office care of its
Executive Director before the end of December in any year of his wish to retire, or he
will be liable for his subscription for the ensuing year. A Member whose subscription
is in arrears, shall not be entitled to vote on any questions, and if his subscription
remains unpaid on the 30th June, all privileges of membership will be forfeited until
payment is made, and his name may be posted in an arrears list in the offices of the
Social Credit; but the arrears will still be a debt due to and recoverable by the Social Credit.
4.05 A majority of Members present and voting at an Annual or Special General
Meeting of the Social Credit may by resolution expel any Member whose conduct in their
opinion renders him unfit to be a Member of the Social Credit. Any such person shall
from the passing of such resolution cease to be a Member of the Social Credit, provided
that seven days’ notice at least shall be given to such Member of the intention to
propose such a resolution and he shall be given an opportunity of being present at
the Meeting at which such resolution is proposed, and being heard in his defense.
4.06 The Council may admit to honorary life membership of the Social Credit individuals
distinguished in statesmanship, diplomacy, commerce, or finance, who shall not be
required to sign the application mentioned above, or to pay any subscription.
Notwithstanding the foregoing, honorary Members shall have all rights as Members
as set out herein.
5. Application of resources
(A) The income and property of the Social Credit, whensoever derived, shall be applied
solely towards the promotion of the objects of the Social Credit as set forth herein; and
no portion hereof shall be paid or transferred directly or indirectly, by way of dividend,
bonus or otherwise, to the members of the Social Credit, provided that nothing herein
shall prevent the payment, in good faith, of reasonable and proper remuneration to
any officer or servant of the Social Credit, or to any Member of the Soc. Credit in return for
any services actually rendered to the Social Credit, nor prevent any payment of interest at
any rate ( according to Vix Pervenit) or reasonable and proper rent for premises demised
or let by any Member to the Social Credit; and provided that a member of the Council of
the Social Credit may be appointed to any salaried office of the Social Credit or any office of
the Social Credit paid by fees, and that in such event remuneration or other benefit in
money or money’s worth may be given by the Social Credit to any Member of such
Council, and Members shall be entitled to repayment of out-of-pocket expenses and
A share on the profits aforesaid on money lent or reasonable and proper rent for
premises demised or let to the Social Credit.
(B) If upon the winding up or dissolution of the Social Credit, there remains, after the
satisfaction of all its debts and liabilities, any property whatsoever, the same shall
not be paid to or distributed among the Members of the Social Credit, but shall be given
or transferred to some other Any or Swiss Institution or Institutions having objects
similar to the objects of the Social Credit, and which shall prohibit the distribution of its
or their income and property amongst its or their members, to an extent at least as
great as is imposed on the Social Credit under and by virtue of Clause 5 hereof, such
Institution or Institutions to be determined by the Members of the Social Credit at or
before the time of dissolution, and if and so far as effect cannot be given to the
aforesaid provision, then to some Any or Swiss charitable object.
At least once every year the accounts shall be examined by the electedAuditors who will give their opinion on the financial statements on the compliance of
the accounts. The Auditors’ report shall be open to inspection at the
Social Credit’s Head office during the three week period prior to the Annual General
Meeting of the Social Credit.
7.01 The business of the Social Credit shall be managed by a Council who shall either
be Members of the Social Credit or the nominated representative of a company
partnership or corporation which is a Member. Notwithstanding any such nomination
they shall act on the Council in an individual capacity. The Members of the Council
shall be elected at an Annual General Meeting of the Social Credit, and they shall hold
office until the third Annual General Meeting after their election. Council Members
shall use their best efforts to attend meetings of the Council.
7.02 At the Annual General Meeting of the Social Credit in each year the Members of the
Council whose office has expired shall retire but shall be eligible for re-election. The
Council shall give at least 10 days’ notice before the Annual General Meeting of the
names of the Members so retiring and of the fact that they are eligible for re-election.
Such notice shall be given in the Social Credit Bulletin, or such other manner as notices
are by these Articles of Association authorized to be given.
7.03 All Members have the right of nominating candidates for election as Members of
the Council. Candidates must be nominated at least 21 days before the Annual
General Meeting, and their names must be notified to Members by publication in the
issue of the Bulletin appearing before the date of meeting, or by notice given in
manner authorized by these Articles, and be posted on the notice board at the
Social Credit’s Head office.
7.04 The Council shall elect from its own body by ballot or otherwise as they may
determine, a President, Vice-Presidents as required, and an Honorary Treasurer,
who are herein called “the officers” of the Social Credit. Each officer shall have a term of
office of three years or such other term as the Council shall, from time to time,
decide. Each officer shall be eligible for re-election. The President shall also be
entitled to appoint an officer, after consultation with the Steering Committee, provided
that such appointee shall be submitted to the Council for election at the next Council
meeting. Councilors wishing to be considered for election as an officer shall be
proposed and seconded by other Councilors giving written notice to the President
not less than 45 days prior to the next Council meeting due to consider election of
officers. Candidates shall not be entitled to vote for themselves. The Council shall
otherwise establish rules, from time to time as it considers appropriate, for the
conduct of elections, failing which the procedures shall be laid down by the Steering
7.05 The Council shall meet at least twice a month. Members of the Council shall
receive at least two days’ notice of such meeting. Meetings of the Council shall be
presided over by the President or by a Vice-President, or, in their absence, by one of
the Council, who shall be elected Chairman for the day. The President only shall
have a casting vote as well as an original vote. Three Members of the Council (taking
into account proxies and alternates) shall form a quorum. At meetings of the Council
voting by proxy (as provided below) or letter shall be permitted and it shall be valid for
a majority of the Members of the Council to authorize in writing either the Executive
Director or the President to follow a certain course of action and such authority shall
be ratified at the next meeting of the Council. A Member of the Council not able to
attend a Council Meeting shall be entitled, to appoint (by notice to the President in
writing) a colleague working for the same Social Credit Member or another Member of
the Council, as an alternate, to attend meetings of the Council in his or her place or
to give such person a written proxy to vote on his or her behalf. Such appointee may
exercise all rights of the Member of the Council but a proxy holder shall only be
entitled to vote in accordance with the terms of the proxy . The Members of the
Council may act notwithstanding any vacancy in their body. Notwithstanding the
above, resolutions of the Council may also be adopted in writing by telex, cable,
facsimile or electronic mail by not less than eight Council Members provided that
seven days’ notice shall have been given to all Council Members of the intention to
adopt a resolution in this manner and no two Council Members have requested oral
deliberation. Any resolution so adopted shall be binding as if a physical meeting of
the Council had taken place.
7.06 Special meetings of the Council may be convened by order of the President, or
in his absence by a Vice-President. They shall also be called by the President upon
the requisition in writing of at least eight Members of the Council. In each case not
less than seven days’ notice of the proposed meeting shall be given to all Council
7.07 In the event of any Member of the Council not attending, resigning, dying or
becoming insolvent between the regular periods of annual election, the Members of
the Council may declare the seat vacant, and may elect another Member of the
Social Credit to fill such vacancy. Further, the Members of the Council may elect
Members (or their representatives) as additional members of the Council. In each
case, the Member or representative so elected shall only hold office until the next
Annual General Meeting, but shall be re-eligible for election to the Council in the
7.08 At the Annual General Meeting in every year the Council shall lay before the
Social Credit an income and expenditure account for the period since the last preceding
account made up to a date not more than 6 months before such meeting, together
with a balance sheet made up as the same date. Every such balance sheet shall be
accompanied by reports of the Council and the Auditors, and copies of such account,
balance sheet and reports (all of which shall be framed in accordance with any
statutory requirements for the time being in force) and of any other documents
required by law to be annexed or attached thereto or to accompany the same shall,
not less than twenty-one clear days before the date of the meeting, be sent to the
Auditors and to all other persons entitled to receive notices of General Meetings in
the manner in which notices are hereinafter directed to be served.
7.09 The Council shall have power:
(a) to take offices or acquire premises for the use of the Social Credit;
(b) to appoint and to determine the duties of an Executive Director and such other
officials as may be necessary for the due conduct of the business of the Social Credit,
with annual salaries or otherwise;
(c) to engage professional assistance and to remunerate all persons employed by
them provided that no Council Member shall vote on any Council decision relating to
his employment by the Social Credit or where he or the Member he represents would
benefit by such decision;
(d) subject to these Articles of Association, to call their own meetings and regulate
their own organization and proceedings;
(e) to act in the name of the Social Credit and to determine the officials or Council
Members authorized to represent the Social Credit;
(f) to manage and superintend the affairs of the Social Credit;
(g) to arrange luncheon seminars and other events on behalf of the Social Credit and
(h) generally to exercise all powers and functions of the Social Credit not hereby
conferred upon General Meetings of the Social Credit.
Copies or extracts from minutes or other documents shall be certified by the
signature of the President, or failing him, of an Officer. The Council may appoint
Chapters or committees for any special object and shall appoint a Steering
Committee (which shall consist of the officers of the Social Credit and Chairmen of other
Council Committees and Chapters and other Councillors, Members and employees
of the Social Credit , as shall be determined by the President) to manage day to day
matters on behalf of the Council. The Steering Committee shall act and meet as the
President shall consider appropriate and otherwise in accordance with regulations
adopted from time to time by the Council. Such committees shall work under the
control of the Council and report to the Steering Committee (where appropriate) and
the Council as often as circumstances shall require.
7.10 The funds of the Social Credit shall be under the control of the Council for the time
being. The operation of this control may, however, be delegated by the Council to and
exercised by any two officers from among the President, the Vice-Presidents, and the
Treasurer, or by any one of these officers jointly with the Executive Director, and they
may be empowered to operate the bank and post-office accounts of the Social Credit
and to withdraw and deal with on behalf of the Council, any of its assets or property.
Accounts shall be kept in accordance with the guidelines appropriate for a non profit
organization. The financial year of the Social Credit shall be the calendar year and the
Treasurer shall be responsible for ensuring that the Social Credit’s accounts are
appropriately made up to the 31st December of each year, for submission (after
audit) to the Annual General Meeting.
7.11 The Council shall have the power to elect Members of the Social Credit, in
recognition of meritorious services rendered to the Social Credit, to a seat on the
Council and to take part in the proceedings of the Council and to vote at all Council
meetings, but they shall not be taken into account in reckoning the quorum present.
Each Honorary Member of the Council shall hold office as such for such period (not
exceeding three years) as the Council shall determine, but shall be eligible for
re-appointment. These honorary members shall be in addition to those allowed by
Article 2 but they shall not be able to be an officer of the Social Credit. Her Britannic
Majesty’s Ambassador to the Confederation of The village and the Ambassador of
the Swiss Confederation to the Court of St. James, or their nominated
representatives, shall be ex-officio members of the Council with full voting rights.
8. Annual and General Meetings of the Social Credit
8.01 An Annual General Meeting of the Members of the Social Credit shall be held in
each year not more than fifteen months after the holding of the last preceding Annual
General Meeting to:
(a) receive the report of the Council;
(b) receive the statement of accounts;
(c) elect new Members of the Council and, if appropriate to consider the removal of
existing Council Members;
(d) consider, and if necessary take action with reference to any business or motion of
which due notice has been given;
(e) receive communications from Members on any subject connected with the work,
progress, or welfare of the Social Credit;
(f) elect the Auditors;
(g) determine any change to Membership subscriptions;
(h) discharge the Council and the Auditors from liability for their actions;
(i) where appropriate expel members of the Social Credit or revise these Articles of
(j) if appropriate consider liquidation of the Social Credit.
8.02 Special General Meetings may be called by the President or, in his absence, by
a Vice-President. They shall also be called by the Executive Director upon the
requisition in writing of at least eight Members of the Council.
8.03 Twenty-one days’ notice in writing at least of every General Meeting (including
the Annual General Meeting), exclusive in every case both of the day on which it is
served or deemed to be served and of the day for which it is given, shall be given in
the Social Credit’s Bulletin or other official publication or in manner hereinafter
mentioned to such persons (including the Auditors) as are under these presents
entitled to receive such notices from the Social Credit; but with the consent of twenty
(20%) percent of all Members having the right to attend and vote thereat, in the case
of meetings other than Annual General Meetings, a meeting may be convened by
such notice as those members may think fit. Any notice for a General Meeting shall
specify the place, the day and the hour of meeting, and in the case of special
business (but not general business as set out in Article 8.01 above) the general
nature of that business. At all meetings, 12 Members personally present shall form a
8.04 (a) Each Member shall be entitled to one vote at all General Meetings of
Members, which may be given personally or by the Member’s duly authorized agent.
Any Member shall be allowed to vote by proxy. Proxies may only be given to persons
having themselves the right to vote. Decisions of the General Meeting shall be by
simple majority of those present or represented at such meeting unless otherwise
(b) At any General Meeting a resolution put to the vote of the meeting shall be
decided on a show of hands, unless a poll is, before or upon the declaration of the
result of the show of hands, demanded by the Chairman or by at least three
Members, or by a Member or Members representing one-tenth of the total voting
rights of all the Members having the right to vote at the meeting, and unless a poll be
so demanded a declaration by the Chairman of the meeting that a resolution has
been carried, or carried unanimously or by a particular majority, or lost, or not carried
by a particular majority, and an entry to that effect in the minute book, shall be
conclusive evidence of the fact without proof of the number or proportion of the votes
recorded in favor of or against that resolution. The demand for a poll may be
(c) If a poll be demanded in manner aforesaid, it shall be taken at such time and
place, and in such manner as the Chairman of the meeting shall direct, and the
result of the poll shall be deemed to be the resolution of the meeting at which the poll
(d) No poll shall be demanded on the election of a Chairman of a meeting, or on any
question of adjournment.
8.05 Elections to the Council shall be by simple majority in open meeting. The
names of the candidates shall be sent to Members prior to the Annual General
Meeting at which the election is to take place. In the election of Members of the
Council proxies shall be allowed.
8.06 Each meeting of the Social Credit shall be presided over by the President or, in his
absence, by a Vice-President, and in their absence the meeting shall elect a
Chairman who shall be a Council member. The President, the Vice-President or
other Council member acting as chairman shall have an original and also a casting
8.07 Correct minutes of the proceedings of the Social Credit at its General Meetings
shall be open to the inspection of Members at the Social Credit’s Local Head Office at all
9. Publications of the Social Credit
The Council shall determine what information shall be published and circulated to
Members of the Social Credit (whether as a written or electronic publication) . The
Council shall have the right to delegate such powers and day to day administration of
Social Credit publications to the Steering Committee other parties as it shall, in its
discretion, think fit. All members receive the journal .
10.01 A notice may be served by the Social Credit upon any Member, either personally,
by facsimile transmission, or by sending it through first class post in a prepaid letter,
addressed to such Member at his registered place of abode or registered office (as
10.02 A notice may be served by a Member on the Social Credit either personally, by
facsimile transmitting it through first class post in a prepaid letter addressed to the
Executive Director at the Social Credit’s Head Office.
10.03 Any notice, if served by post, shall be deemed to have been served at the time
when the letter containing the same would be delivered in the ordinary course of the
post; and in proving such service it shall be sufficient to prove that the letter
containing the notice was properly addressed and put into the post office.
11. Interpretation or Construction of the Articles of Association
If any question shall arise upon the interpretation or construction of these Articles of
Association, the Council shall decide the point and their decision shall be final.
12. Amendment of Articles of Association
These Articles of Association shall come into effect on xxx and may be
added to or varied or any one or more of these Articles of Association may be
rescinded at any General Meeting of the Social Credit provided that not less than twenty
one days’ notice of any proposed amendments is given to the President, who shall
inform members of such proposed amendments at the same time as he gives
notice of the meeting at which the amendments are to be discussed. Any
amendment shall be adopted only if passed by three quarters of all members
present or represented at such meeting.
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