Statutes
Motivated by the desire to contribute to the development of fine watchmaking and to promote the expertise acquired over the years by Fleurier and its region in this field, the brands Chopard Manufacture SA and Parmigiani SA in Fleurier decided on 15 June 2001 to join forces to create an independent quality label called "QUALITE FLEURIER", meeting the requirements that they have jointly agreed upon and which are the subject of the following articles of association.
A Foundation has been created under the name of FLEURIER QUALITY FOUNDATION, in accordance with the above premises, and is governed by the present statutes and by the legislation applicable, notably Articles 80 and following of the Swiss civil code.
Article 2
The registered offices of the Foundation are in Val-de-Travers.
Article 3
The duration of the Foundation is unlimited.
Article 4
The objectives of the Foundation are as follows:
1) to establish technical and aesthetic quality criteria for watchmaking in accordance with the highest principles of fine watchmaking;
2) to issue, in complete independence, a quality certificate in the form of a written declaration and a hallmark on the tested timepiece in compliance with the selected criteria.
3) to contribute, within its resources, to providing training in fine watchmaking.
4) to carry out technical studies, tests and expertise for third parties based in Switzerland, non-members of the Foundation, without conferring the right to issue the Fleurier Quality Mark.
Practical aspects regarding applications (notably concerning the characteristics of the products, the defined quality criteria, the methods of controlling these, the issuing of the certificates and hallmarks, archiving, monitoring and control of the use of the certificate and hallmarks, fees, etc.) are subject to separate regulations adopted by the Foundation Council and, where necessary, are submitted to the supervising authority.
Article 5
The Foundation's capital consists of the sum of CHF 250,000.—(TWO HUNDRED AND FIFTY THOUSAND FRANCS) placed at its disposal by the founders and third party donors. A portion thereof is considered to be non-transferable, i.e. CHF 10,000.—(TEN THOUSAND FRANCS), while the balance may be allocated for costs incurred to set up the instruments necessary for the technical control of the watches and other installations required to pursue the Foundation's objectives.
Article 6
The Foundation's resources are constituted by:
a) its assets at the time of foundation and revenues from the non-transferable part;
b) donations and legacies from the founders or third parties;
c) possible public donations;
d) the fees and charges invoiced for the quality controls or any other income arising from the regulations adopted by the Foundation in accordance with Article 4 above.
Article 7
The Executive Board of the Foundation are chaired by :
a) the Foundation Council,;
b) the Technical Committee,;
c) the auditors.
Article 8
The Foundation Council consists of eight to fifteen members. In principle, it includes:
1) a delegate of the Neuchâtel Cantonal Government;
2) a representative of the Val-de-Travers Regional Association;
3) two representatives of the "Commune de Val-de-Travers", one of whom may be the delegate of the "Association Région Val-de-Travers";
4) two representatives from each of the founding watchmaking companies taking part in the certification;
5) a renowned technical expert in watchmaking, independent from the founders, and who will also act as Chairman of the Technical Committee;
The Council will base the nomination of the members of the Foundation Council mentioned in sections 1-4 here above on proposals submitted by the institutions or companies authorised to delegate members.
The other members are chosen in accordance with interest for the objectives pursued by the Foundation. They may under no circumstances be chosen from the founding watchmaking companies or their associated entities.
It meets at least once a year. Meetings must be convened at least 20 (twenty) days in advance by written or electronic notice, including the agenda.
The Board may meet by video or audio conference if circumstances so require and if at least three quarters of the members do not object.
Any decision on a subject not mentioned on the agenda may only be taken if this method is accepted unanimously by the members, either in their presence or within the following 20 (twenty) days by electronic communication. The decision thus taken is suspended until all members have confirmed their agreement.
Article 9
In the case of a vacancy on the Foundation Council, the remaining members co-opt a replacement taking into account the above principles.
The Council constitutes itself, and designates an Executive Board of seven members from its number, whose chairman is independent from the founding or participating brands. By right, two delegates from Chopard Manufacture SA, one delegate from Parmigiani Fleurier SA and one delegate from Vaucher Manufacture Fleurier SA are included. The Executive Board's own terms of regulations define its methods of deliberation and decision.
Article 10
The Technical Committee consists of three members and includes:
1) a Chairman and a Vice-Chairman, ex officio members of the Foundation Council, chosen by the Foundation Council for their technical expertise in fine watchmaking and their independence;
2) under no circumstances may these two members be chosen from one of the certifying brands;
3) one assessor chosen from the technical staff of the brands undergoing certification. The Technical Commission keeps a register of approved assessors.
The members of the Technical Commission and the approved assessors are designated by the Foundation Council. In the event of a conflict over an application, the dispute shall be settled by an arbitral body jointly appointed by the Chairman of the Foundation Council and the Chairman of the Technical Commission, who shall have sole sovereignty and no right of appeal.
Article 11
In the exercise of their function as experts, the assessors from the Technical Committee who are employed by or associated with a watchmaking brand may under no circumstances proceed to the examination of, or certification procedure for, pieces from the company or from companies within the group that employs them.
Article 12
The allocated tasks of the Technical Committee are the following:
1) to participate in drawing up the quality criteria granting the FLEURIER QUALITY certificate;
2) to propose possible modifications to these criteria to the Foundation Council;
3) to supervise the control of the timepieces in accordance with the Foundation's regulations;
4) to submit to the Foundation Council the file on the items that deserve the FLEURIER QUALITY certificate, or to submit doubtful cases to the Council, on which the Foundation Board has final authority;
5) to check the apposition of the hallmark attesting the obtaining of the QUALITE FLEURIER certificate onto the movements and the delivery of the certificates;
6) to maintain archives of the timepieces that have been granted the FLEURIER QUALITY certificate, as long as the Board decides, but for at least 10 years;
7) to monitor and control the use of the certification and hallmark, in collaboration with the Executive Board of the Foundation Council.
Article 13
The auditors are designated by the Foundation Council for a period of one year, renewable.
The auditors are independent from the Foundation.
The auditors verify the Foundation's accounts annually, within six months of the end of the financial year. The audit report is sent to the Foundation Council and to the supervisory authority.
Article 14
The financial year is the twelve-month period from 1 January to 31 December of each year. The first financial year begins upon the constitution of the Foundation and ends on 31 December 2002.
Article 15
The Foundation may be dissolved for the reasons provided for by law (art. 88 CC) by decision of the Foundation Council. In this case, the Foundation Council will proceed with the liquidation of the Foundation. The Foundation may not revert to the founders or donors. The assets will be used primarily to pay off debts. The remainder will be paid to a Swiss institution exempt from tax on account of its public service or purely charitable purpose, or to the Confederation, a canton, a municipality or one of their establishments that pursues similar aims. The approval of the supervisory authority is reserved for the transfer of assets and the liquidation of the Foundation.
Thus adopted in their new wording on 22 May 2022
