Dear RTRS Members,
As you are aware, the novel coronavirus pandemic outbreak has confronted organizations of the entire globe with several organizational challenges including the need to conduct its daily operations in a context where the interaction with its members, counterparties and public authorities has suffered severe restrictions.
In this regard, the Swiss Federal Council, on March 13, 2020, issued an Ordinance on Measures to Combat the Coronavirus (the “Ordinance”), which enables RTRS to take the necessary measures aimed at ensuring that the RTRS Participating Members can exercise their rights while complying with the Swiss Federal Health Authorities’ requirements regarding hygiene and social distancing. According to the Ordinance, as a Swiss association RTRS is allowed to make the proper arrangements in order for the RTRS Participating Members to exercise their voting rights in writing (Article 27). In light of the current circumstances, and the threat that the coronavirus pandemic continues to pose on everyone’s health, the Ordinance has been extended and remains in full force and effect (Article 29, Section 4).
In order to continue with RTRS’ steady development and the achievement of its goals overcoming the current challenging circumstances, the RTRS Executive Board during the Executive Board meeting held on September 29, 2020 has decided submit to the consideration of the RTRS Participating Members the approval of the resolution explained below by means of a written resolution in accordance with the voting procedure set forth in Article 18 of RTRS Statutes.
As a consequence of the above, the purpose of this Voting Notice is to provide the RTRS Participating Members with the relevant information, instructions and documents necessary for the exercise of the voting rights in connection with the proposed resolution.
Please be kindly reminded that Observing Members are not involved in this voting procedure, as they do not have voting rights. Only Participating Members are entitled to cast votes using the Voting Ballot Sheet attached hereto.
1) Approval of (i) the amendment to Article 45(1) of RTRS Statutes in order to select the United Nations as the entity to whom RTRS remaining assets shall be transferred in case of dissolution; and approval of (ii) the RTRS Amended and Restated Statutes reflecting the mentioned change to Article 45(1).
In 2018, Article 45(1) of RTRS Statutes was amended following the request of the Cantonal Tax Authorities of Zurich to clarify that in case of dissolution the remaining assets will be transferred to a tax-exempted institution domiciled in Switzerland. Consequently, the current wording of Article 45(1) of RTRS Statutes sets forth that “The assets remaining upon dissolution of the association must be allocated to a tax-exempted institution domiciled in Switzerland with same or similar objectives.”
RTRS is a non-profit organization that is tax-exempted in both Switzerland and Argentina. Both Swiss and Argentine regulations provide as one of the legal requirements to maintain a tax-exempt status that the statutes of the tax-exempted organization set forth that in case of dissolution, the remaining assets will be transferred to another tax-exempted organization within its own respective territory. In view of these interdependent legal requirements of both legal systems, which want to see their respective requirements anchored in the RTRS Statutes, a relatively simple solution is available: In order to meet the applicable regulations of both tax legislations, RTRS may already at this point in time select a non-profit organization with similar objectives to the ones of RTRS that is tax exempted both in Switzerland and in Argentina as future recipient of RTRS remaining assets.
RTRS has found out that the United Nations meet such requirements and may be rightfully selected as future recipient of RTRS remaining assets. Such selection which shall be introduced into the RTRS Statutes would ensure that all applicable regulations of Switzerland and Argentina will be met and the current tax exemption status in both territories will be upheld.
This selection seems to be more than appropriate as the relationship of RTRS and the United Nations dates back to 2014, when RTRS joined the UN Global Compact, and has considerably grown ever since as RTRS has been also oriented to contribute to the 2030 Agenda for Sustainable Development proposed by the United Nations.
Recently, RTRS has been contacted by the Working Party on Regulatory Cooperation and Standardization Policies, in Geneva, Switzerland by the United Nations Economic Commission for Europe (UNECE) in order to invite RTRS to contribute to the development of evidence on how the application of standards serves as instrument of sustainable development.
As a result of all the above, the RTRS Executive Board decided to submit to the consideration of the RTRS Participating Members this proposal for the amendment of Article 45(1) of RTRS Statutes in order to replace the current wording with the following one:
1 The assets remaining upon dissolution of the association must be allocated to a tax-exempted institution domiciled in Switzerland with same or similar objectives. Such tax-exempted institution shall be the United Nations. A distribution amongst the members is excluded.
Please find attached as Annex 1 the following documents, which are hereby proposed to be approved:
• Annex 1.a.- RTRS Amended and Restated Statutes (English language version)
• Annex 1.b.- RTRS Amended and Restated Statutes (English language version showing the only change on page 25 against current version)
• Annex 1.c.- RTRS Amended and Restated Statutes (German language version)
• Annex 1.d.- RTRS Amended and Restated Statutes (German language version showing the only change on page 28 against current version)
C) Voting procedure (in accordance with the requirements set forth in Article 18 of RTRS Statutes).
I. Participating Members must cast their votes using the “Voting Ballot Sheet” attached hereto. Participating Members will have 30 calendar days to exercise their voting rights starting upon the date of this Voting Notice and ending on October 30, 2020 (the “Voting Period”). The Voting Ballot Sheet must be printed, completed, executed and delivered to the RTRS Secretariat either by postal delivery or by e-mail to [email protected] (cc [email protected]). Any Voting Ballot Sheet which is submitted after the Voting Period will be disregarded.
II. In order for the resolution to be passed it is required that (i) a simple majority (more than half) of all 141 Participating Members at the time of the publication of this Voting Notice (without consideration of the constituencies) cast a vote either (y) by casting a vote in favor or against the resolution or (z) by abstaining from voting, using the “Voting Ballot Sheet,” and at the same time (ii) no Participating Member cast a vote against the resolution.
III. If no simple majority of all Participating Members is achieved, the resolution will be deemed rejected.
IV. If simple majority of all Participating Members is achieved, but at least one Participating Member has cast a vote against the resolution, a re-counting of the votes on constituency level will be conducted by the RTRS Secretariat.
V. If such re-counting of the votes reveals a simple majority (more than half of the valid votes cast) in favor of the resolution within each of the constituencies having cast a vote, the resolution will be deemed passed.
VI. If such re-counting of the votes reveals a simple majority (more than half of the valid votes cast) in favor of the resolution within any of the constituencies having cast a vote not being achieved, the resolution will be deemed rejected.
VII. In order to calculate whether the simple majority has been achieved under V and VI above, abstentions will be disregarded.
The results of the voting procedure will be announced to the RTRS Members by email and they will also be published on the RTRS Website, at the latest on November 16, 2020.
We remain available for any further clarifications in connection with this Voting Notice.