Appointment of new foundation board members by the foundation board - Involvement of the supervisory authority

Facts

The Antonie Deusser Foundation and the Arthur and Estella Hirzel Callegari Foundation are two foundations pursuant to Art. 80 et seq. of the Swiss Civil Code (ZGB). Since the founding, Hugo Ammann has been the president of the foundation board of both foundations. Other foundation board members were Kurt Gosteli and Eliane Pires. Alexander von Senger was elected in 1998 as the managing director of the Zurzach castle operations and as a foundation board member, but was dismissed again in 1999. Due to a supervisory notification, the Federal Department of the Interior (EDI) reappointed Alexander von Senger, Hugo Ammann, Kurt Gosteli and Eliane Pires as foundation board members in 2002, but revoked Ammann's and Gosteli's signing authority. In May 2003, Alexander von Senger elected five additional persons to the foundation board without consulting the EDI or the foundation's representative. The EDI then prohibited the foundation board members from taking any actions without the consent of the representative.

Considerations

The Federal Supreme Court initially found that the appointment of the five new foundation board members by Alexander von Senger was null and void, as the statutes require a majority resolution of the foundation board for the appointment of new foundation board members. Ammann and Gosteli are still in office as members of the foundation board, so von Senger could not act…