I. General provisions and members

Art. 1 – Name, seat, duration
Icare, Institut de recherche en informatique, is an association organised in accordance with art. 60 and following of the Swiss Civil Code.
The Icare Association is based in Sierre and has an unlimited duration.

Art. 2 – Aim and tasks
The ideal goal of the Icare Association is to contribute to the economic development of the Sierre region and to encourage the creation of innovative companies in Valais.

The Icare Association manages and develops a research institute in information technology. The institute participates in national and international research projects and collaborates with the HEVs and other educational and research institutions.

The Icare Association may carry out all commercial, financial, industrial and real estate operations directly or indirectly related to its purpose and likely to promote its development.

Art. 3 – Members
Individuals, legal entities and corporations or institutions of private or public law who have demonstrated an obvious interest in the objectives of the Icarus Association may be admitted to membership.
The Icare Association has three categories of members:

a) Natural persons,
b) Public law corporations, private and public law associations,
c) Commercial companies.

Members are required to pay an entrance fee as well as membership fees set annually by the General Assembly.

Art. 4 – Admission
The application for admission must be made in writing. The admission of members is decided by the Committee. An applicant whose admission has been refused has the right to appeal to the General Assembly within 30 days of notification of the decision.
The admission criteria are determined by the Committee. An applicant who is not accepted cannot demand that reasons be given for the refusal of his application.

Art. 5 – Resignation and exclusion
Membership is lost:

a) By resignation,
b) By exclusion pronounced by the Committee, subject to appeal to the General Assembly within 30 days.

Art. 6 – The bodies
The organs of the Icare Association are :

a) The General Assembly,
b) The Committee,
(c) The supervisory body.

II. General Assembly

Art. 7 – Attributions
The General Assembly is the supreme body of the Association.
The General Assembly has the following powers, among others:

a) Approval of the annual report and accounts
b) The adoption of the budget and the fixing of entrance fees and subscriptions for each category of members
(c) The election of members of the Committee who are not ex officio members
d) Election of the President
(e) The appointment of the supervisory body
f) Revision of the statutes
g) Dissolution and liquidation of the Association

Art. 8 – Convocation
The General Assembly shall take place within 6 months of the end of the financial year. The Committee may convene an extraordinary General Assembly at any time. It must do so within 30 days at the request of 1/5 of the members of the Association.

The General Assembly shall be convened by individual notice sent to each member at least 15 days in advance.

The objectives on the agenda are mentioned in the invitation.

Art. 9 – Voting rights and method of decision
The different categories of members have the following voting rights at the General Assembly:

a) Individuals: 1 vote per member,
b) Public law corporations, private and public law associations: 2 votes per member,
c) Commercial companies: 1 vote per member.

Any member may be represented at the General Assembly by another member, by written proxy.

Decisions shall be taken by an absolute majority of the members present or represented. However, decisions concerning the amendment of the statutes, the dissolution of the company and on appeals in matters of administration and exclusion of members shall be taken by a two-thirds majority of the members present or represented.

Elections are held by absolute majority. If this is not obtained in the first round, the election takes place by relative majority in the second round.

III. Committee

Art. 10 – Composition
The Committee of the Icare Association is made up of five to eleven members. Two representatives of the Sierre Region, one representative of the Commune of Sierre, one representative of the State of Valais and one representative of the HEVs (Sierre site) are members by right.

The Committee is elected for four years. Its members are immediately eligible for re-election.

The Committee is authorised to complete its composition by unanimous co-option of a member, subject to ratification by the next General Assembly.

The Committee shall organise itself freely. It may appoint a bureau from among its members and delegate certain tasks to it.

The Director shall participate in the meetings of the Committee and the Bureau in an advisory capacity.

Art. 11 – Attributions
The Committee shall have all powers not reserved to the General Assembly.

It decides on the research programme of Icare and takes all necessary initiatives to ensure the financing of the institute.

It appoints the Bureau and the Director of the Institute.

The Committee shall decide on the method of representation of the company in relation to third parties. It may confer individual or collective signature on the Director.

IV. Supervisory Body

Art. 12 – Supervisory body
An auditing body shall be appointed by the General Assembly for a period of two years. The auditors shall submit a written report and proposals to the General Assembly.

V. Financial and final provisions

Art. 13 – Resources
The resources of the Icare Association include:

a) Entrance fees and membership fees
b) Income from the funds
c) Official subsidies, donations and legacies
d) Sale of services
e) Income from the marketing of products

The General Assembly shall set the entrance fees and membership fees for each category of members according to the following rates:
Entrance fee :

a) Natural persons CHF 100 to 500
b) Legal entities CHF 500 to CHF 2,000
c) Public authorities CHF 1,000 to 2,000

Membership fee :

a) Natural persons CHF 50 to 200
b) Legal entities CHF 250 to 500
c) Public authorities CHF 500 to 1,000

Art. 14 – Amendments to the Statutes and dissolution
Any modification of the statutes requires a 2/3 majority of the members present or represented at the General Assembly.
The dissolution of the Icarus Association may be pronounced by the same majority by the General Assembly if it finds that it is impossible to pursue the statutory aims.

In the event of dissolution, any assets will be donated to an organisation with similar aims.

Art. 15 – Inscription
The Icare Association will be registered in the Commercial Register

Art. 16 – Responsibilities
The liabilities of the Icarus Association are covered solely by its corporate assets. Any liability of members or organs is excluded.

Art. 17
The present statutes were adopted in Sierre by the Constitutive General Assembly of 16 January 1991. They were modified by the General Assembly of 30 May 2001.