Legal Form and Seat (APGN)

1. Under the name "Alters- und Pflegeheime Glarus Nord (APGN)" (Elderly and Nursing Homes Glarus Nord), there exists an independent public-law institution of the municipality of Glarus Nord (hereinafter: APGN) with its registered office in Glarus Nord.

2. The institution is registered in the Commercial Register.

3. The institution possesses its own assets and keeps its own accounts.

1. The purpose of the institution is to provide services, primarily for seniors and their environment, in compliance with the provisions of federal and cantonal legislation.

2. The institution

a) ensures the nursing care and support of the residents;

b) is focused on the good quality of life of the residents;

c) supports further tasks concerning comprehensive healthcare;

d) may provide services also for other municipalities or for other institutions;

e) significantly supports the implementation of the cantonal elder care policy.

3. The institution may provide all services, conduct business, and conclude contracts that are suitable for promoting the purpose of the institution or that are directly or indirectly related thereto.

4. The institution may acquire or dispose of real estate, as well as enter into all transactions and conclude contracts (with the exception of participations) that are suitable for promoting the purpose of the APGN, or that are directly or indirectly related thereto. Individual investments from CHF 2,000,000.00 up to CHF 4,000,000.00 must be approved by the Municipal Council and are subject to an optional referendum. Individual investments exceeding CHF 4,000,000.00 are to be decided by the Municipal Assembly.

5. The institution may acquire participations in undertakings, fully or partially take over similar or related undertakings, establish its own undertakings, and dispose of participations, provided that this demonstrably ensures sustainable economic viability and/or improves its market position. The consent of the Municipal Council is required for transactions exceeding CHF 100,000.00, or if the APGN's participation after the transaction amounts to more than one third, or if a participation falls below the one-third threshold again upon sale.

6. To achieve its purpose, the institution concludes private law contracts with its clients (specifically lease and pension agreements).

1. ...

2. The corporate strategy of APGN is based on the municipality's owner strategy. The owner strategy is issued in accordance with the municipal regulations.

1. The institution assumed, according to the balance sheets as of December 31, 2010

a) from the "Stiftung Altersheim Niederurnen" (Niederurnen Retirement Home Foundation): all assets and liabilities concerning the "Seniorenzentrum im Feld" (Seniors' Centre "Im Feld") as well as the affiliated senior apartments.

b) from the municipalities of Näfels, Oberurnen, Mühlehorn, Obstalden, and Filzbach: all assets and liabilities concerning the "Alters- und Pflegeheim Letz" (Letz Retirement and Nursing Home).

c) from the municipality of Mollis: all assets and liabilities concerning the "Alters- und Pflegeheim Hof" (Hof Retirement and Nursing Home) as well as the affiliated senior apartments.

1.1 The specific purpose of existing funds, bequests, and foundations that were established in favour of a retirement and nursing home remains unchanged.

2. The institution procures further funds by accumulating operational reserves.

3. The participation value of the municipality of Glarus Nord in the APGN (Alters- und Pflegeheime Glarus Nord - Glarus Nord Retirement and Nursing Homes) corresponds at most to the acquisition cost of the APGN (equity value, excluding provisions) as of January 1, 2011.

4. ...

1. The Municipal Council of Glarus Nord exercises supervision over the institution, with the exception of the canton's supervision in accordance with the Nursing and Care Act (PBG).

2. The annual financial statements must be submitted annually to the Municipal Council for approval by the Municipal Assembly.

3. The business report is submitted annually to the Municipal Council for its information.

4. The Municipal Council annually takes note of the budget.

1. The organs of the institution are

a) Board of Directors;

b) Management;

c) Auditing Body.

2. Their duties and competencies are defined in the following provisions and in the Rules of Procedure.

3. In the absence of a specific regulation, the remaining communal law and the law of the Canton shall apply.

1. The Board of Directors is the supreme body of the institution. It is responsible for the strategic management of the enterprise. It establishes the fundamental principles of business policy and entrepreneurial activity in accordance with the purpose, the service agreement with the Canton, and the ownership strategy of the institution.

2. The Board of Directors is responsible for the employment of all members of the Executive Board, as well as for the dissolution and termination of these employment relationships.

3. The Board of Directors supervises the Managing Director and the Executive Board. It decides on all matters, insofar as these are not assigned to another body for decision by law or by these Articles of Association.

4. The Board of Directors shall issue a set of business regulations based on the Articles of Association.

5. The business regulations govern business management, determine the positions required for this purpose, define their duties and competencies, and regulate reporting.

6. The business regulations must contain further provisions on the duties and competencies of the bodies, on the supervision of the Managing Director and the Executive Board, accounting, tariff setting, and personnel.

1. The Board of Directors shall consist of a maximum of seven members.

2. The eligible voters shall elect two members in accordance with the municipal regulations.

3. The Municipal Council shall elect the remaining members, one of whom shall be from among the Municipal Council, after consulting the Board of Directors. When electing the members of the Board of Directors, the Municipal Council must ensure that specialists from the fields of care and support, medicine, business administration, and finance are also appointed.

4. The chairmanship shall be determined by the Municipal Council. The Chairman of the Board of Directors may only belong to the Municipal Council in exceptional cases. For the rest, the Board of Directors shall constitute itself.

5. Employees of the municipality and the institution cannot be members of the Board of Directors.

6. The regulations concerning the remuneration of the members of the Board of Directors shall be issued in accordance with the municipal regulations.

7. ...

1. The term of office for the members of the Administrative Board coincides with that of the authorities of the Municipality of Glarus Nord. Re-election is permissible.

1. The board of directors has a quorum when the majority of the members are present.

2. In decision-making, the majority of the votes cast decide the matter. In the event of a tie, the president shall have the casting vote.

1. The Chairman and Vice-Chairman of the Board of Directors sign jointly or with a member of the Board of Directors, collectively by two, for the institution.

2. The Board of Directors may also designate members of the executive management and other employees who have signing authority collectively by two or with a member of the Board of Directors. Details shall be governed by the institution's bylaws.

1. The managing director is subordinate to the Board of Directors. They are responsible for the operational management of the institution and lead the executive management in accordance with the strategic guidelines of the Board of Directors.

2. The managing director participates in the meetings of the Board of Directors with an advisory vote and has the right to submit proposals.

3. The managing director represents the institution externally, subject to the powers of the Board of Directors.

4. Furthermore, the duties and powers of the managing director are defined in the Rules of Procedure, which are issued by the Board of Directors.

1. The Executive Management consists of the Managing Director and the Heads of Departments.

2. The Executive Management is accountable to the Board of Directors for

a) the corporate governance,

b) the further development of the institution,

c) the implementation of the resolutions of the Board of Directors.

3. The Executive Management is responsible for the hiring, dissolution, and termination of employment relationships, unless these fall within the purview of the Board of Directors.

4. Furthermore, the duties and powers of the Executive Management are stipulated in the Organisational Regulations, which are issued by the Board of Directors.

1. The Board of Directors shall submit an application to the Audit Committee for the election of an auditor with expert and industry-specific knowledge for the auditing of the accounts.

2. The election of the auditor shall take place annually.

3. The auditor shall annually, after the closing of the accounts, audit the annual financial statements and the balance sheets and report thereon to the Municipal Council for the attention of the Municipal Assembly.

1. Personnel must be employed under private law in accordance with the municipal regulations.

2. The institution shall insure its personnel itself against the economic consequences of accident, illness, invalidity, old age, and death, in coordination with the municipality.

1. The institution finances itself, in particular, through

a) Revenues from the provision of services;

b) Loans it obtains on the money market or from the municipality;

c) Contributions from the municipality for the co-financing of significant investment projects;

d) Donations, grants, and the like;

e) * ...

1. The operations shall be conducted efficiently and cost-effectively, in accordance with commercial principles.

2. The institution shall maintain its accounts in accordance with the current recommendations of Curaviva Switzerland and the guidelines for accounting as per the current decision of the Government Council.

3. The investment accounting is the responsibility of the Board of Directors.

4. An asset accounting system shall be maintained.

1. The Board of Directors annually adopts the budget (income statement and investment statement) and subsequently presents it to the Municipal Council.

2. The institution maintains a financial plan spanning at least four years and updates it annually.

3. The annual financial statements are closed as of December 31st.

4. The annual financial statements include explanations for deviations from the budget.

1. The institution's liabilities are solely covered by its own assets. Any liability of the municipality is expressly excluded.

2. The institution's liability for damages caused by employees in the performance of their duties for the institution towards third parties is governed by the State Liability Act of the Canton of Glarus. Reservation is made for paragraph 4.

3. To the extent that the institution is required to pay compensation based on the State Liability Act, the employee of the institution is liable in accordance with the provisions of the State Liability Act. Otherwise, the legal relationship between the institution and the employees is governed by the provisions of the Swiss Code of Obligations.

4. If the institution has entered into a private law contract with its customers, liability is governed by the provisions of the Swiss Code of Obligations (CO).

1. The municipal assembly decides on the dissolution or sale of parts or the entire institution and its liquidation.

2. Any liquidation proceeds or losses accrue to the municipality of Glarus Nord.

1. The municipalities of Niederurnen, Näfels, and Mollis have contributed their facilities, installations, and real estate, along with the associated rights and obligations, to the institution as per the acquisition balance sheet of January 1, 2011.

2. The institution has taken over all assets and liabilities, rights and obligations concerning the provision of public old people's and nursing home places and all other related services from the municipalities of Bilten, Niederurnen, Oberurnen, Näfels, Mollis, Filzbach, Obstalden, and Mühlehorn.

3. The designated purpose of existing funds, legacies, and foundations established in favor of an old people's or nursing home shall be preserved.