Facts
The Genossenschaftsbäckerei Glarus, a bakery cooperative founded in 1914 in Glarus, amended its articles of association on 27 February 1948. Certain members of the cooperative contested the validity of this amendment, particularly with regard to Article 34 concerning the distribution of the liquidation surplus. The Cantonal Court of Glarus ruled that the amendment was null and void, while the Federal Tribunal considered that it was merely voidable.Considerations
The Federal Tribunal held that the amendment of the articles of association of 27 February 1948 was not null and void, but merely voidable. Although the notice convening the general meeting did not indicate the essential content of the proposed amendments, as required by Art. 883 para. 1 CO, this does not result in the nullity of the decision, but only in its voidability under Art. 891 CO.
Furthermore, the limitation of participation in the liquidation surplus to only those members who have fulfilled their statutory obligations is not contrary to the law or to public morals. This is a provision permitted by Art. 913 CO, which only affects private interests and not public order. Therefore, even if this provision were flawed, it would only…