Terms and Conditions

Under the name “gap'z” there exists an association within the meaning of Art. 60 et seqq. of the Swiss Civil Code (ZGB), with its registered office in Zürich.

The association pursues non-material, cultural, social, and neighborhood-related purposes. In particular, it aims to:

• promote art, culture, encounter, and social exchange;
• organize and carry out cultural events of all kinds, in particular exhibitions, workshops, lectures, courses, performances, and social gatherings;
• promote cultural neighborhood life and intergenerational encounters;
• carry out events within the scope of the association's purpose.

The association enables its members to hold cultural and social events inside and outside the association's premises. These serve exclusively to realize the association's purpose. Beverages, including alcoholic beverages, as well as small meals, may be provided to members and guests for a fee to cover costs.

The association is not profit-oriented; it pursues exclusively non-material purposes. Members pay a cost contribution for organization, food, beverages, and utensils. Any income and surpluses serve to finance and promote the association's purpose.

The association's financial resources consist in particular of:

• membership fees;
• revenue from events (cost contributions);
• donations, contributions, and sponsorship;
• other contributions.

The amount of membership fees is determined by the general assembly.

The association's fiscal year corresponds to the calendar year.

Natural and legal persons who support the association's purpose may become members.

The association recognizes in particular:

• active members;
• passive members;
• honorary members.

Active members are entitled to vote and be elected at the general assembly. Passive members support the association ideally or financially but have no voting rights.

Honorary members have no voting rights and are exempt from membership fees.

Legal entities shall designate a natural person as their representative.

The board decides on the admission of members. The board's decision is final.

Membership ends through:

• resignation;
• exclusion;
• death, in the case of natural persons;
• dissolution, in the case of legal entities.

Resignation is possible with one month's notice to the end of a month and must be submitted in writing to the board.

Members may be excluded by the board if they act against the interests or purpose of the association or fail to meet their financial obligations despite a reminder.

Before an exclusion, the affected member shall be given the opportunity to comment. The exclusion decision must be communicated in writing. An appeal to the next general assembly is excluded.

The governing bodies of the association are:

• the general assembly;
• the board;
• the auditors.

The general assembly is the supreme governing body of the association.

The ordinary general assembly takes place at least once a year.

Invitations are issued in writing or electronically at least 14 days in advance, stating the agenda items.

The board convenes the general assembly. An extraordinary general assembly must be convened if the board so decides or if one-fifth of the voting members request it in writing.

Motions by members must be submitted to the board in writing at least 10 days before the assembly.

No resolutions may be passed on matters not on the agenda.

A universal assembly may be held at any time without observing the formal requirements for convening a meeting, provided that all voting members are present or represented. In this case, valid resolutions may be passed on all matters.

The general assembly has, in particular, the following powers:

• approval of the minutes;
• approval of the annual report;
• approval of the annual financial statements;
• discharge of the board;
• election of the board;
• election of the auditors;
• determination of membership fees;
• amendment of the statutes;
• resolution on the dissolution of the association.

Every duly convened general assembly has a quorum regardless of the number of members present.

Resolutions are passed by a simple majority of the votes present, unless the statutes provide otherwise.

Abstentions are not counted when calculating the majority. Representation is permitted, provided that only members may be authorized.

In the event of a tie, the chair's vote decides.

The board consists of at least two persons:

• President;
• Treasurer and Secretary.

The term of office is two years. Re-election is possible.

The board constitutes itself, unless the general assembly elects the presidency.

The board has a quorum when a majority of its members are present.

It passes resolutions by simple majority; in the event of a tie, the president has the casting vote.

Resolutions by circular letter are permitted, provided no board member requests oral deliberation.

Board members recuse themselves from matters in which they have a personal interest.

The board manages the association's ongoing business and represents it externally.

It is responsible in particular for:

• implementing the association's purpose;
• organizing events;
• operating and managing the association's premises;
• running the association's gastronomic venue;
• financial management;
• admission and exclusion of members;
• issuing operating regulations, house rules, and usage guidelines.

The board may set up working groups or committees.

The board may issue regulations for the operation of the association's premises and designate responsible persons. Details of operations, in particular opening hours, access, prices, shifts, and security requirements, may be governed by a separate operating regulation.

The general assembly elects an auditing body or two auditors, unless it waives an audit for a given fiscal year.

The auditors review the annual financial statements and report in writing to the general assembly with a recommendation.

The board determines signing authority.

The association is bound by the joint signature of two persons, as a rule the president together with another board member.

The association's liabilities are covered exclusively by the association's assets.

Personal liability of the members is excluded.

The fiscal year corresponds to the calendar year.

Amendments to the statutes may be resolved by the general assembly with a two-thirds majority of the votes present.

The dissolution of the association may only be resolved by a general assembly convened specifically for this purpose.

A two-thirds majority of the votes present is required for dissolution.

The general assembly decides on the use of any remaining association assets upon proposal of the board.

These statutes were approved at the founding assembly of July 3, 2026, and enter into force with immediate effect.

Under the name «Culinario» there exists an association within the meaning of Art. 60 et seqq. of the Swiss Civil Code (ZGB), with its registered office in Zürich.

The association is politically and denominationally neutral.

The association's purpose is to promote conviviality, culinary culture, and cultural and social encounter.

In particular, the association pursues the following goals:

• organizing and holding shared meals and events;
• promoting culinary exchange and community;
• holding events, festivities, and cultural activities;
• supporting social and community projects;
• promoting regional and international food culture.

The association enables its members to hold shared culinary experiences inside and outside the association's premises. Beverages, including alcoholic beverages, as well as meals, may be provided to members and guests for a fee to cover costs.

The gastronomic activities serve exclusively to realize the association's purpose and are directed at organizing and holding themed association, cultural, and experience events.

The association is not profit-oriented. It pursues exclusively non-material purposes.

Any income and surpluses serve to finance and promote the association's purposes.

To pursue its purpose, the association has the following funds at its disposal:

• membership fees;
• revenue from events (cost-covering);
• donations and contributions;
• sponsorship;
• other contributions.

The amount of membership fees is determined by the general assembly.

Natural and legal persons may become members of the association.

The association recognizes the following types of membership:

• active members;
• passive members;
• honorary members.

Applications for admission are to be addressed to the board. The board decides on admission, and its decision is final.

Active members are entitled to vote and be elected at the general assembly.

Passive members support the association ideally or financially but have no voting rights.

Honorary members have no voting rights and are exempt from membership fees.

Legal entities shall designate a natural person as their representative.

Membership ends through:

• resignation;
• exclusion;
• death;
• dissolution of the legal entity.

Resignation may be submitted in writing to the board at any time.

A member may be excluded by the board if:

• they act against the interests of the association;
• they significantly disturb the association's peace;
• membership fees remain unpaid despite a reminder.

Before an exclusion, the affected member shall be given the opportunity to comment. The exclusion decision must be communicated in writing.

An appeal to the next general assembly is excluded.

Members are entitled to:

• participate in association activities;
• use the association's facilities within the applicable rules;
• participate in the general assembly;
• submit motions and vote.

Members undertake to:

• support the association's goals;
• comply with the statutes;
• preserve the association's peace;
• meet financial obligations on time.

The governing bodies of the association are:

• the general assembly;
• the board;
• the auditors (optional).

The general assembly is the supreme governing body of the association.

An ordinary general assembly takes place at least once a year.

Invitations are issued in writing or electronically at least 14 days in advance, stating the agenda items.

The board convenes the general assembly. An extraordinary general assembly must be convened if the board so decides or if half of the voting members request it in writing.

Motions by members must be submitted to the board in writing at least 10 days before the assembly.

No resolutions may be passed on matters not on the agenda.

A universal assembly may be held at any time without observing the formal requirements for convening a meeting, provided that all voting members are present or represented. In this case, valid resolutions may be passed on all matters.

The general assembly has, in particular, the following duties:

• election of the board;
• approval of the annual report;
• approval of the annual financial statements;
• determination of membership fees;
• amendment of the statutes;
• resolution on the dissolution of the association.

Every duly convened general assembly has a quorum regardless of the number of members present.

Resolutions are passed by a simple majority of the members present, unless the statutes provide otherwise.

Abstentions are not counted when calculating the majority. Representation is permitted, provided that only members may be authorized.

In the event of a tie, the chair's vote decides.

The board consists of at least:

• President;
• Treasurer and Secretary.

The board represents the association externally and manages its ongoing business.

The board constitutes itself.

The term of office is two years. Re-election is permitted.

The board has a quorum when at least half of its members are present.

It passes resolutions by simple majority; in the event of a tie, the president has the casting vote.

Resolutions by circular letter are permitted, provided no board member requests oral deliberation.

Board members recuse themselves from matters in which they have a personal interest.

It is responsible in particular for:

• implementing the association's purpose;
• organizing events;
• operating and managing the association's premises;
• running the association's gastronomic venue;
• financial management;
• admission and exclusion of members;
• issuing operating regulations, house rules, and usage guidelines.

The board may set up working groups or committees.

The board may issue regulations for the operation of the association's premises and designate responsible persons. Details of operations, in particular opening hours, access, prices, shifts, and security requirements, may be governed by a separate operating regulation.

The board determines signing authority.

The association is bound by the joint signature of two persons, as a rule the president together with another board member.

The association's liabilities are covered exclusively by the association's assets.

Personal liability of the members is excluded.

The fiscal year corresponds to the calendar year.

The general assembly elects an auditing body or two auditors, if desired for a given fiscal year (optional).

The auditors review the annual financial statements and report in writing to the general assembly with a recommendation.

The association may use members' personal data exclusively within the scope of the association's purpose.

The data may not be disclosed to third parties without consent, unless there is a legal obligation to do so.

Amendments to the statutes may be resolved by the general assembly with a two-thirds majority of the votes present.

The dissolution of the association may only be resolved by a general assembly convened specifically for this purpose.

A two-thirds majority of the members present is required for dissolution.

The general assembly decides on the use of any remaining association assets upon proposal of the board.

These statutes enter into force upon the founding of the association «Culinario» and its adoption by the founding assembly.

Place, date: Zürich, June 19, 2026.

Founders: Marc Caprez, Jeanne Gehrig.