Facts
The Swiss Builders' Association (SBV) is an association registered in the Commercial Register. The Bern Building and Civil Engineering Cooperative (Plaintiff) is a member of the SBV. On 24 February 2003, the Timber Construction Group Switzerland, which is also a member of the SBV, informed the SBV that it wished to withdraw from the SBV as a group, in accordance with the resolution of its Delegates' Assembly of 15 November 2002. 652 companies that were simultaneously members of the SBV and the Timber Construction Group Switzerland then applied for statutory amendments to allow the members of the Timber Construction Group Switzerland to withdraw by 31 March 2003. The SBV decided to obtain the application for statutory amendment in writing from the Delegates. On 20 March 2003, the SBV announced that 115 Delegates had approved the application and 18 Delegates had rejected it. As the necessary quorum of 1/8 of the Delegates for an extraordinary Delegates' Assembly was not reached, this did not take place. On 26 March 2003, the General Assembly of the SBV adopted the requested statutory amendment with 553 votes in favour and 11 votes against. The Plaintiff challenged this resolution of the General Assembly, as the application of the Delegates' Assembly had not been properly adopted.Considerations
The Federal Court decided that the written majority decision of the Delegates' Assembly was inadmissible without a statutory basis. According to Art. 66 para. 2 CC, a resolution by written procedure requires the…