Statutes v1

Art. 1 — Name and legal form

1. Under the name Purpose Source Association there exists, for an indefinite duration, an association within the meaning of Art. 60 ff. of the Swiss Civil Code (ZGB).
2. The Association pursues no economic purpose. In pursuit of its purpose it conducts a commercially managed undertaking (Art. 61 Abs. 2 Ziff. 1 ZGB): the issuance of licence credentials against a fee (Purpose Fees) under Art. 3 para. 1 items 1 and 2. It also principally collects or distributes, directly or indirectly, assets abroad that are destined for charitable and social purposes (Art. 61 Abs. 2 Ziff. 3 ZGB).
3. The Association is entered in the commercial register on both grounds. It keeps the member register under Art. 61a ZGB and can at all times be represented by a person domiciled in Switzerland (Art. 69 Abs. 2 ZGB; Art. 19 and 21).

Art. 2 — Seat and financial year

1. The seat of the Association is in Aarau (canton of Aargau).
2. The financial year is the calendar year. The first financial year begins with the founding assembly and ends on 31 December 2026.

Art. 3 — Purpose and means

1. The Association pursues public-benefit purposes. Its purpose is:
   1. to receive fees for licence credentials (Purpose Fees) and, after deduction of the published, capped costs and the reserve retention, to pass them on in full to public-benefit organisations worldwide in the seven categories health, education, poverty relief, humanitarian aid, environment, animal welfare and research, under the requirements of Art. 7 and the published Recipient List, as Art. 6a, 7 and 8 provide;
   2. as the means to that end, to publish and steward the Purpose Source License and the vocabulary of the Purpose Source category, so that software published under that licence can be identified, reviewed and relied upon; to keep the public registry in which licence credentials and waivers are recorded and from which anyone may read them without an account, for waivers as Art. 10 provides; to issue verifiable credentials attesting the facts the Association has recorded and to publish the means to verify them independently of the Association; and to recognise contributors to registered projects, never by paying them.
2. The activity under para. 1 items 1 and 2 is referred to in these statutes as the "Purpose Source activity". Its benefits are directed at an open circle of beneficiaries.
3. The Association pursues neither a commercial nor a self-help purpose. No member has a claim on the assets of the Association. Board service as such is unpaid. Remuneration of board members for work beyond board service is at most at market rates, rests on a written contract and is approved under Art. 6f para. 3 and published.
4. The assets of the Association are permanently and irrevocably dedicated to its purpose. On dissolution they are applied under Art. 23; the assets remaining thereafter pass to a tax-exempt legal person seated in Switzerland. A reversion to members, founders or board members is excluded.
5. The Association may carry on further activities and carry out its own projects in the categories under para. 1; they are booked separately and never funded from Purpose Fees (Art. 6c).
6. The means of the Association consist of:
   1. the shares of the Purpose Fees retained under Art. 6, 6f and 6g;
   2. the income of the other activities under Art. 6c;
   3. cost support under Art. 6b;
   4. voluntary contributions of the members under Art. 16 para. 4;
   5. voluntary gifts, sponsorship and the income of the Association's assets.
7. No membership contributions are levied (Art. 16 para. 4). The Purpose Fees to be passed on are earmarked and not at the Association's free disposal; they are kept as pass-through items under Art. 6a and 21.

Art. 22 para. 5. That funds never revert to members, founders, board members or persons close to them, and that on dissolution the assets are used only for public-benefit or public purposes, also stands in Art. 22 para. 5, which no amendment may remove or narrow.

Art. 4 — Role of the Association: registrar and router, never a rights-holder in code it registers for others

1. In respect of every project it registers for others, the Association is never:
   1. a licensor, sublicensor, assignee or holder of any right in the software of that project. Permissions under the Purpose Source License are granted by the project's own contributors, per licensor, and by nobody else;
   2. a party that requires, requests or accepts an assignment or transfer of copyright, or of any economic right in a contribution, from any contributor;
   3. a party that sets itself between a project and its users as a party to the licence, or represents that a credential it issues is a licence to any project's code.
2. The Association is a registrar of records and a router of funds. Administrative control of a repository remains with the persons who administer it; they represent that they hold sufficient authority to adopt the licence for it. Copyright remains with the rightsholders. Waivers are the repository administration's and gratis; a waiver's scope, duration and effects follow the licence. The Association may receive and forward requests for a waiver under Art. 10, without deciding on them in place of the repository administration.
3. Where the Association itself owns a registered project, that ownership is stated in the registry, on the project page and wherever the Association shows or promotes the project; the Association acts for that project as a licensor like any other, and the project receives no treatment unavailable to any other registered project. This applies in particular to the schedule, moderation, allocation, weight class, waiver policy, listing prominence, directory ordering and discovery; the weight class and price band of an Association-owned project are set by a decision in which no conflicted person takes part (Art. 18), minuted and published. Where someone, unasked, transfers to the Association all rights in a whole project, the Association may accept them; the project then becomes an Association-owned project under this paragraph.

Art. 5 — No distributable private profit, the recipient bar, the minimum share Protected

1. There is no distributable private profit. No surplus or asset of the Association may be distributed, directly or indirectly, to a member, a founder, a board member, an officer, a member of staff or a person close to any of them, or given to any of them as an unjustified or excessive benefit.
2. Routed funds — Purpose Fees after only the published, capped costs under Art. 6 (including the personnel costs under Art. 6f) and the reserve retention under Art. 6g — may never flow to the Association itself, to a member, to a board member or to a natural person who owns or administers a registered repository or contributes to a registered project. A recipient organisation that owns or administers a registered repository never receives a share allocated to that repository or determined by its administration. Contributors to registered projects have an advisory say in where funds go, and never receive payment from Purpose Fees for a contribution; personnel costs under Art. 6f are reserved.
3. Board members are not remunerated for board service as such; documented expenses are reimbursed as a cost of the Association's other activities (Art. 6d) and are never charged to Purpose Fees. Remuneration for work for the Purpose Source activity rests on a published, capped rule (Art. 6f), is approved for a board member under Art. 6f para. 3 and is never a distribution.
4. Third parties — the payment rail, the payment services, the suppliers of the Purpose Source activity under Art. 6 — are paid for their services at market terms. Of every cost of the Association, only the direct costs under Art. 6 (including the personnel costs under Art. 6f) and the reserve retention under Art. 6g are ever charged to Purpose Fees — each capped, each published.
5. At least 80 percent of a financial year's net Purpose Fee proceeds pass on to the listed recipient organisations (100 − 15 − 5); the numbers stand in Art. 6 and Art. 6g. Net Purpose Fee proceeds are the Purpose Fees according to the settlement statement of the payment rail or merchant of record, after its remuneration, excluding the taxes charged at purchase and after refunds and chargebacks — never the amount the buyer paid; amounts already set off in the statement are not deducted again, and other amounts set off by the payment rail do not reduce the net proceeds. For a Purpose Fee collected by the Association itself (Art. 6a para. 1) the foregoing definition does not apply: its net proceeds are the part of the amount credited for it to the fees account that relates to the invoiced Purpose Fee excluding taxes, measured, for an invoice in another currency, by the proportion of the amounts in the invoice currency; the part whose refund obligation is established before the lock under Art. 6a para. 4 and which is refunded from the fees account does not count towards them; a refund established only after the lock does not change the net proceeds. Remuneration deducted in determining the net proceeds is not counted again as costs charged for the cap under Art. 6 para. 3. The Association makes no public promise about what is passed on that goes beyond these statutes; where it uses "100%", it states the capped costs and the minimum share in the same context or visibly refers to them.

Protected. Para. 5 (minimum share and net proceeds) is a protected provision (Art. 22 para. 2 item 1): it changes only with the consent of all members and only for the future (Art. 22 paras. 3 and 4). That funds are never distributed to members, founders, board members or persons close to them also stands in Art. 22 para. 5, which no amendment may remove or narrow.

Art. 6 — Direct costs and the cap Protected

1. Only direct costs may be charged to Purpose Fees. Direct costs are:
   1. third-party invoices for services that serve the Purpose Source activity alone, on accounts or projects of the Association that serve it exclusively, within the eligible cost classes of the Cost Class Rules, including the bank charges of the fees account, in particular for account keeping, incoming payments, transfers and currency conversion;
   2. the personnel costs under Art. 6f (Cost Class Rules, class Personnel).
2. Never an invoice that also serves another activity of the Association; on a shared invoice, only the individual line items or projects that serve the Purpose Source activity alone, published to the line. Never the general costs of the Association under Art. 6d. The rule on the kind of eligible cost forms part of these statutes; the board may adjust the list of cost classes in the Cost Class Rules within that rule, with publication.
3. The total charged to Purpose Fees in a financial year may not exceed the cap: 15 percent of the net Purpose Fee proceeds received in that financial year (Art. 5 para. 5). It covers all running costs of the Purpose Source activity that are charged to Purpose Fees, third-party invoices and people included.
4. The cap is tested on the financial year: a single month may exceed it, the year may not; whatever would exceed it for the year is not charged to Purpose Fees. Remuneration already earned and obligations incurred remain owed and, where they would exceed the cap, are paid from money of the Association that is not Purpose Fees.
5. Every direct cost is published in the monthly table (Art. 6e) of the month it is charged, with a reference to its evidence, together with the running-year total against the cap.

Protected. The cap, para. 3, is a protected provision (Art. 22 para. 2 item 2): it changes only with the consent of all members and only for the future (Art. 22 paras. 3 and 4).

Art. 6a — The fees account and the pass-through

1. Purpose Fees are received in one dedicated account of the Association, the fees account, which receives every Purpose Fee payout; other receipts are governed by para. 3 and Art. 6c para. 1. Where the Association itself invoices a Purpose Fee under the schedule (Art. 11) and the purchasing party pays it to the Association by bank transfer, without a payment rail or merchant of record (a Purpose Fee collected by the Association itself), the invoice names the fees account as the only account for payment of the Purpose Fee, and the credit of that Purpose Fee counts, for the purposes of these statutes, as the credit of a Purpose Fee payout. Where a Purpose Fee payout or a Purpose Fee collected by the Association itself arrives on another account of the Association, it is transferred to the fees account without delay; its deadlines run from its first receipt by the Association, and the transfer is not a new receipt. Where the Association changes its fees account, the balance and later receipts are transferred to the new one; the transfer is neither a receipt nor an outgoing line, changes no deadline and is published. Taxes on the purchase are never invoiced for payment into the fees account. Market start is the day on which the Association first receives a Purpose Fee payout or a Purpose Fee collected by the Association itself, as the account statement shows.
2. Purpose Fees are passed on directly to the recipient organisations on the Recipient List (Art. 7), in the shares under Art. 8, within 30 days of the credit of each payout, less only the published, capped costs under Art. 6 (including Art. 6f) and the reserve retention under Art. 6g. No other organisation and no pooled vehicle stands between the fees account and a listed recipient organisation; a regulated payment service that executes a single transfer to it does not count as one. No handling fee is ever charged.
3. Only four kinds of outgoing line initiated by the Association ever leave the fees account: transfers to the listed recipient organisations, one per recipient organisation; direct third-party invoices that no supporter settled, including the bank charges of the fees account; the personnel costs under Art. 6f as their own line; and the reserve retention under Art. 6g — each capped, each published. Nothing else, ever. Cost support under Art. 6b never passes through the fees account; money of another activity enters it only as a top-up under Art. 6c para. 1. A debit of the fees account initiated by the payment rail to settle a negative balance is the reversal of a receipt, not an outgoing line of the Association. Returns from outgoing lines of the fees account and its interest are not Purpose Fees and are not transferred back: a returned transfer to a recipient organisation is governed by Art. 8 para. 5; any other return, in particular a repaid overpayment, a credit note or refunded charges, reduces the outgoing line it comes from; interest is passed on with the next lock without costs or reserve retention. Any other amount received on the fees account that is neither a Purpose Fee payout, nor an owed Purpose Fee collected by the Association itself, nor a top-up under Art. 6c para. 1 — in particular an amount paid by mistake, twice or above what was owed, a tax amount, a donation, gift, sponsorship payment or cost support, or the payment of an invoice the Association did not issue — is neither allocated nor used for costs or the operations reserve, but is transferred back without delay, less the charges of its return insofar as they may be charged to the person entitled, to the account it came from, and is shown in the monthly table with its amount and ground, without personal data; para. 5 applies by analogy. Where such an amount is recognised only after the lock it went into, the Association bears the return from its free funds on the general account; nothing is recovered from a recipient organisation for it. A Purpose Fee that was owed is never refunded this way, even if its legal ground later falls away. Where the purchase for which a Purpose Fee collected by the Association itself was paid is reversed in whole or in part under the published terms, the same for everyone, or by operation of law, and the refund obligation is established before the allocation of that Purpose Fee is locked under para. 4, the corresponding amount is refunded from the fees account to the account the payment came from, even if the refund is executed only after the lock; it is left out of every lock, does not count towards the net Purpose Fee proceeds and is shown in the monthly table with its amount and ground, without personal data. A refund established only after the lock is borne by the Association as a cost of its other activities (Art. 6d) from its free funds on the general account, never from the fees account or the operations reserve; nothing is recovered from a recipient organisation for it. Where the account an amount came from cannot be used, the return or refund goes to a verified account of the person entitled. The return and the refund under this paragraph are, like the debit by the payment rail, reversals of a receipt, not outgoing lines of the Association.
4. Lock before sweep. Every payout credited to the fees account has its own deadline: its allocation among the listed recipient organisations is locked under the published allocation rule (Art. 8) before the transfer, and the transfers follow no later than the thirtieth day after its credit. Several payouts may be locked and transferred together, provided none of their deadlines is exceeded. Allocation data arriving after a lock counts only for later locks. A correction after a transfer is a new, forward-only row; held-back amounts and recoveries are governed by Art. 8 paras. 5 and 6.
5. Payments to recipient organisations are made through regulated payment services chosen and published by the board, to a verified account in their own name, never in cash and never in crypto-assets. Mandatory law prevails: where a statutory freezing, disposal or making-available prohibition stands against a transfer or a refund, in particular under the Embargo Act and the ordinances issued under it, it is not made for as long as the prohibition lasts. The amount concerned stays on the fees account and is reported as blocked; the statutory reporting duties are met within their time limits. The overrun of a deadline under para. 4 is reported for that amount in the monthly table with its legal ground, without the deadline starting afresh; the other amounts of the same payout are transferred within the deadline. Where an authority or a court blocks or debits the fees account by an enforcement, protective or confiscation measure binding on the Association, in particular an attachment, an arrest, a seizure or a confiscation, this is not an outgoing line initiated by the Association; a block is shown as a block and an executed debit as a debit, each with its legal ground, in the monthly table, as far as the law allows. Liability for earlier breaches of duty is unaffected. The Association never pays from the fees account any liability of its own other than the outgoing lines and reversals under para. 3, in particular taxes, fines and judgment debts, neither voluntarily nor to avert enforcement.

Art. 6b — Cost support

1. A supporter — another activity of the Association, a member, an outside sponsor or a future project of the Association — may settle a direct invoice under Art. 6 in place of the fees account. Support never exceeds the direct costs it bears; a surplus is returned or, with the supporter's consent, allocated to the Association's free funds.
2. A supporter may also take over personnel costs under Art. 6f as a listed line that never passes through the fees account.
3. Every supporter and every amount is published for the period (Art. 6e), by name; a natural person who is neither a member nor a board member and declares no connection to a paying party, a recipient organisation or a registered repository is published without name at their request. Undisclosed support is prohibited.
4. A member who voluntarily gives cost support is a supporter under this provision and is published as such; this creates no claim to repayment. The Association's founding costs are not direct costs; they are borne under Art. 6d.

Art. 6c — Routed funds never fund another activity; other activities; own projects

1. Routed funds — Purpose Fees and everything passed on under Art. 6a — never fund any other activity of the Association, in any form: not as a loan, not as a shared service charge, not temporarily. Money of another activity never enters the fees account, except to make good a shortfall for the recipient organisations once and for all; such a top-up is not a Purpose Fee, never flows back and is published.
2. Other activities. Every further activity of the Association is booked separately, is never funded from Purpose Fees and bears its costs under Art. 6d. Its income is income of the Association and is subject to Art. 5. The board publishes and keeps current a list of all activities of the Association; where an other activity is a registered project, it is disclosed under Art. 4 para. 3. Where an activity has a public policy on how its income is used, that policy is published in the list.
3. Own projects. The Association may itself carry out projects in the seven categories, funded solely from money that is neither Purpose Fees nor otherwise committed by a published policy of another activity (income of the other activities, voluntary contributions of members, sponsorship). Nothing from the fees account.

Art. 22 para. 5. That Purpose Fees and routed funds never fund another activity of the Association also stands in Art. 22 para. 5, which no amendment may remove or narrow.

Art. 6d — Costs of the other activities

1. Every cost of the Association that is not a direct cost under Art. 6 is a cost of the Association's other activities and is borne through the general account, in particular the founding costs and every invoice that also serves another activity or the Association as a whole.
2. No cost is ever apportioned to Purpose Fees.

Art. 6e — Monthly publication Protected

1. For every calendar month the board publishes, in the same shape and order whoever is on the list:
   1. the Purpose Fees received, net of the payment rail's fee;
   2. the direct costs, itemised with the list of evidence; the bank charges of the fees account as their own class within them; the personnel costs under Art. 6f as one line per function, never by name;
   3. cost support, by supporter and amount (Art. 6b para. 3);
   4. the amount charged to Purpose Fees, with the running-year total against the cap under Art. 6;
   5. the reserve retention and the balance of the operations reserve against its target (Art. 6g);
   6. each transfer to a listed recipient organisation — one line per recipient organisation with category, date, transfer charges and, once received, receipt;
   7. every approval under Art. 6f and every recusal under Art. 18, with a reference to the minutes.
2. Every line refers to its evidence: payout statement, invoice, supporter's payment, bank line, receipt, minute.
3. The annual transparency report aggregates the months and never restates them; differences from the annual accounts appear as separate correction lines.

Protected. The publication of every cost item charged to Purpose Fees, every support payment, every movement of the operations reserve and every transfer to a recipient organisation is a protected provision, but not the form and timing of publication (Art. 22 para. 2 item 3): it changes only with the consent of all members and only for the future (Art. 22 paras. 3 and 4).

Art. 6f — Personnel costs and remuneration

1. The Association may employ or engage and remunerate persons for work for the Purpose Source activity, including members and board members. Their costs are personnel costs: a class of direct costs (Cost Class Rules, class Personnel) that sits within the cap under Art. 6 and is never charged to Purpose Fees outside the cap. Employer contributions form part of the personnel costs.
2. Every remuneration requires a written contract, is at most the market rate for the service and is governed by the Compensation Regulation adopted and published by the board.
3. For the remuneration of a board member, the general assembly approves a maximum amount per function. Within that amount, the board approves the contract in advance, minuted, even if its other members are remunerated themselves. The person concerned is excluded from the decision (Art. 68 ZGB) and releases no payment to themselves. If the board cannot approve, the general assembly approves. Every approval is published.
4. Personnel costs are published monthly as one line per function, never by name (Art. 6e). A supporter (Art. 6b) or, within its rule, the operations reserve (Art. 6g) may bear them in place of the fees account; the source is published.
5. At founding nobody is remunerated; the founding minutes record this. Before a person starts paid work as an employee, the Association registers as an employer and takes out the insurance required by law.

Art. 6g — Operations reserve Protected

1. The Association holds an operations reserve in an account separate from the fees account, with a published target. The target is half of the direct costs under Art. 6 (including the personnel costs under Art. 6f) of the Purpose Source activity in the previous financial year, whatever funds paid them: Purpose Fees, cost support under Art. 6b, the operations reserve or free funds; where that financial year was shorter than twelve months, they are annualised. The board sets the target each January from the published monthly tables (Art. 6e) and publishes it; in the first financial year it uses the direct costs incurred since founding, annualised.
2. It is filled from Purpose Fees at no more than 5 percent of the net Purpose Fee proceeds of each payout (Art. 5 para. 5) until the target is reached, published as its own line, reserve retention. The board may also allocate to it income of the other activities, sponsorship and other free funds. Above the target nothing is retained.
3. The operations reserve may be used only for direct costs under Art. 6 (including the personnel costs under Art. 6f) that are not charged to Purpose Fees because of the cap, and for the transfer charges of the final sweep under Art. 23. It is never a refund reserve: a chargeback or refund shortfall that the payment rail cannot net is borne by the Association as a cost of the other activities (Art. 6d) from its free funds on the general account, never from the fees account or the operations reserve; nothing is recovered from a recipient organisation for it. Where the free funds do not suffice, the provisions on impending insolvency and over-indebtedness apply (Art. 21 para. 5).
4. Movements, balance and target are published monthly (Art. 6e). On dissolution or a stop (Art. 23 paras. 3 and 5) the remainder of the operations reserve is transferred, once the last invoices have been paid, to the active recipient organisations (Art. 23 para. 3).

Protected. The limits of the reserve retention, paras. 1 and 2, are a protected provision (Art. 22 para. 2 item 2): they change only with the consent of all members and only for the future (Art. 22 paras. 3 and 4).

Art. 7 — Recipient List and minimum requirements

1. What is passed on under Art. 6a goes exclusively to the public-benefit organisations on the Recipient List: a published, versioned list, kept by the board, of named organisations seated anywhere in the world, each assigned to one of the seven categories — health, education, poverty relief, humanitarian aid, environment, animal welfare and research. A category is the basket of the listed recipient organisations assigned to it, nothing else. The Recipient List does not form part of these statutes (Art. 22 para. 7); the statutes name it by its title, and the version in force is the one last announced and published under para. 5, with version and date on the List itself.
2. Every recipient organisation meets at least these requirements:
   1. It is constituted under the law of its country as a not-for-profit organisation with a charitable or public-benefit purpose in a category under para. 1; a newly founded organisation is not excluded.
   2. It may lawfully receive a transfer from the Association under the law that applies to it.
   3. It is not the target of sanctions that apply to the Association.
   4. It is not controlled by any member, board member, employee or contractor of the Association, or by a person close to one, and gives no such person an unjustified benefit.
   5. It is paid only into an account in its own name, verified by the Association, at a supervised bank or payment institution.

   The details of the checks are set by the Recipient Rules. They may add further requirements and remove them again with publication, but never fall below this paragraph.

3. There is no open self-registration: every addition is a minuted board decision, even where an organisation proposed itself. No recipient organisation is added on the nomination of a payer or a contributor alone.
4. Status of an entry. Every entry on the Recipient List is pending or active. It becomes active by a published board decision that the organisation's file is complete under the Recipient Rules, including the accepted recipient letter (grant letter); transfers go only to active entries. Before activation and before transfers the organisation is screened under the sanctions procedure of the Financial Regulation. The founding version of the Recipient List is adopted by the board at its constituting meeting; its first publication counts as the public notice under para. 5 for the entries on it.
5. List changes are prospective only. An addition takes effect for the months after the period of public notice set in the Recipient Rules; a removal other than under para. 6 takes effect for the months after thirty days' public notice.
6. Removal for cause. A removal for cause — a sanctions hit, loss of registration, the lapse of another requirement under para. 2, or serious misconduct, in particular fraud, embezzlement or misuse of funds, shown by an authority or by clear documents — takes effect at once and is published with its ground; the removed organisation's share for that month goes to the other active recipient organisations of its category (Art. 8). On a removal for a sanctions hit, the share passes to the other active recipient organisations only once no statutory freezing or disposal prohibition remains; until then it is carried as blocked under Art. 6a para. 5 and is allocated under Art. 8 in the first lock after the prohibition falls away. A recipient organisation that withdraws its acceptance of the recipient letter or declines further transfers is removed in the same way, at once, with the ground "at its own request".
7. The Association keeps one file per recipient organisation; the Recipient Rules determine which parts are published.
8. The categories may be amended only within the public-benefit purpose.

Art. 8 — Allocation

1. The published allocation rule determines for every lock the amounts per category and per recipient organisation, without case-by-case discretion. The rule and each of its versions are published with their period of validity.
2. The calculation rules, in particular for the split within a category and for rounding, are in the Calculation Rules.
3. Where a category has no active recipient organisation, its amount is reassigned in the same lock under the Calculation Rules; a month note names the category and the ground. Where a month's amount does not suffice for all lines under Art. 6a para. 3, the order in the Calculation Rules applies.
4. Designations by the persons who administer a repository and by contributors, and selections by payers, are advisory, whether they name a category or a recipient organisation: they are recorded, published in aggregate and honoured under the allocation rule as far as the Association's duties allow; they never bind it. Shares that nobody has designated, or that were expressly left to the Association, are allocated by the board under an allocation key that it adopts and publishes before the start of the month to which it applies and changes only for later months; it sets the key by where in its judgement the funds are most needed, and reports the shares so allocated as such.
5. The board decides finally on the application of the allocation rule. It may neither serve a recipient organisation outside the Recipient List nor retain anything, except an amount that is blocked under Art. 6a para. 5 or whose transfer cannot be carried out; such an amount is reported as held back and is transferred once the obstacle falls away; if the recipient organisation is removed under Art. 7 para. 6, it is allocated under that provision.
6. The allocation is locked under Art. 6a para. 4; corrections are forward-only. A locked share is never clawed back; this does not apply to an amount paid twice, beyond the share, to the wrong recipient or as a result of deception.

Art. 9 — Public registry, verifiable credentials

1. The Association keeps a public registry in which licence credentials and waivers are recorded. Anyone may read it without an account; for waivers, Art. 10 applies.
2. The Association issues verifiable credentials attesting the facts it has recorded and publishes the means to verify them independently of the Association.
3. A credential is never a licence to any project's code (Art. 4).
4. The board ensures that the registry, the ledger, the key set and the transparency log remain publicly verifiable after the Association has ceased to exist, in particular by continuous mirroring at public archives independent of the Association. At the latest on a stop under Art. 14 or on dissolution, it names an archive custodian — a public-interest or public body, never a member or a founder — to which they are handed under Art. 23 para. 5.
5. For waivers, Art. 10 prevails.

Art. 10 — Waivers

1. The persons who administer the repository alone decide on a waiver. A waiver is gratis. The Association never sells, prices or brokers a waiver, an exemption or a delay of the licence's purpose condition, never accepts consideration for one and never decides in place of those persons. It checks only the authority of those acting, completeness, security and lawfulness, never whether a waiver is expedient, and does not record a waiver where sanctions law binding it or the persons acting for it prohibits this; a bare name match is not enough for that.
2. Every waiver has a public entry in the registry that anyone may read without an account; the transparency log records it without the details identifying the beneficiary organisation. No waiver exists in the registry without a public entry. The beneficiary organisation is named in the public entry only where the persons who administer the repository so choose and it has documented its agreement; otherwise it is masked. A naming is not masked again, subject to para. 6. The beneficiary organisation receives a verifiable credential (Art. 9 para. 2) that matches the public entry. What this article provides for the beneficiary organisation applies to every further organisation a waiver expressly covers.
3. The persons who administer the repository and every person whose contribution was accepted into the project may see the masked details of every waiver for that project, and every organisation a waiver covers those of the waiver that concerns it; it suffices as evidence of a contribution that the platform hosting the repository attributes it to that person's user account. The Association makes masked details available to others only as far as their task for the Association or the law requires; it never publishes them without a choice under para. 2 and hands only the public entries to the archive custodian (Art. 9 para. 4). The general assembly decides on the designation of a successor organisation under the licence, by the majority under Art. 17 para. 5. Only an organisation that first takes on the duties of this article in a legally binding way and guarantees those entitled equivalent, independently enforceable rights to see may be designated; only to it does the Association transfer the non-public details. The Association publishes the signed record that publicly designates it under the licence only when the other conditions for taking over the keeping of the registry under Art. 23 para. 6 are met, and then without delay.
4. The Association may receive requests for a waiver free of charge, forward them unchanged to the persons who administer the repository and deliver their decision; this is not brokering under para. 1. It never negotiates, never recommends a decision and never gives a request precedence for a payment or another benefit. Nobody has a right to a waiver.
5. Nobody may, directly or indirectly, for themselves or for others, demand, accept a promise of or accept a benefit, or offer, promise or give one, for granting a waiver, an exemption or a delay of the licence's purpose condition, or for submitting or promoting a request for one; an ordinary salary, or pay for work genuinely independent of the waiver, is not by itself a breach. On a breach, the Association withdraws or restricts the responsible person's powers in the registry. A project is delisted for it only if the repository administration as a whole is responsible or leaves a serious breach unremedied; the responsibility of individual persons among several who administer the repository is not enough for that. The finding and the measure are published without revealing masked details; the licence determines what a breach does to a waiver. A project so delisted is, subject to Art. 14 and Art. 23 para. 5, readmitted on application once the breach is remedied and it meets the conditions of registration that apply to all projects, after a repeated delisting where applicable only after a waiting period, published in advance, of at most six months from the day the delisting took effect. The procedure is governed by the Waiver Rules (Art. 22 para. 7), which the board adopts before the Association takes requests or records a waiver.
6. Mandatory law is reserved; what it requires, in particular the correction, deletion or restriction of a name that was published in error or unlawfully, or whose publication later becomes unlawful, remains possible. The existence and history of every waiver remain publicly traceable as far as the law allows.

Art. 11 — One published schedule for everyone

1. Purpose Fees are set exclusively in a published, versioned schedule that applies to everyone on the same terms. The Association gives no single payer a price, a discount, a rebate or a scope of service outside the schedule; it agrees further contract terms only as far as it publishes them and offers them to everyone on the same conditions. Every schedule version stays published at a permanent address with its period of validity and an unambiguous marker of the version in force.
2. Prices, price bands and product lanes are never in these statutes; they are in the schedule under this provision.

Art. 12 — The append-only ledger

1. The Association keeps a public allocation ledger. It is append-only: a published row is never edited in substance or deleted; a correction is a new row. The ledger's exports are secured so that anyone who kept an earlier copy can detect a later change. Every allocation and every transfer is independently reconcilable against the published statement of the fees account and the other published evidence. Details identifying a payer or a natural person are masked unless these statutes require them to be named or the person has chosen to be named; such a detail published in error is replaced by a note without breaking reconcilability.

Art. 13 — The immutable core of the licence Protected

1. The Association publishes versions of the Purpose Source License. Where a contributor's instrument delegates the application of later versions to their existing contributions, that delegation extends only to materially consistent successor versions and never to the following immutable core, each item of which may move in one direction only:
   1. the free-tier threshold — it may be widened, never narrowed, for existing contributions;
   2. the conversion delay — each version's conversion to the Apache License, Version 2.0, may be shortened, never lengthened or removed, for existing contributions;
   3. the destination of routed funds and the no-private-profit rule — Art. 5 and Art. 7 of these statutes, which no licence version may contradict;
   4. the Association's registrar character — never a rights-holder in code it registers for others — Art. 4;
   5. the existence of the repository administration's gratis waiver power — Art. 10;
   6. the steward-lapse backstop — its existence and its clock, which may be shortened, never lengthened or removed, for existing contributions.
2. A change touching the immutable core requires fresh consent from the contributor, or it applies to future contributions only. Non-material corrections and legally necessary cures apply automatically. Nothing in any version reaches a version already published: a release keeps the licence it shipped under, permanently.
3. The licence text is not part of these statutes; it is published, versioned and hash-pinned at its own permanent addresses. This provision constrains what a later version may do and does not reproduce the text. Every version of the licence the Association publishes carries the backstop on the Association's lapse and the permanence of vested versions.

Protected. The immutable core of the licence for existing contributions, paras. 1 and 2, is a protected provision (Art. 22 para. 2 item 4): it changes only with the consent of all members and only for the future (Art. 22 paras. 3 and 4).

Art. 14 — Stopping the Purpose Source activity

1. A stop of the Purpose Source activity — the Association ends the activity for good and issues no more licence credentials, without being dissolved — is resolved by the general assembly with the consent of two thirds of all members, and only for a serious reason that it publishes with the resolution, in particular where the activity is no longer possible, or where a successor organisation takes it over. A member whose exclusion is not yet legally final counts as a member for that resolution.
2. The resolution is published at least three months before the day on which the Association stops issuing licence credentials. This does not apply where the law, a court or an authority requires an earlier end or makes continuing impossible.
3. Paras. 1 and 2 apply by analogy to a dissolution resolved by the general assembly (Art. 23 para. 1). Art. 23 paras. 3, 5 and 6 apply to a stop and to a dissolution.

Art. 15 — Members

1. The members of the Association are the founding members and the natural persons admitted under Art. 16 para. 1 for sustained contribution to the Association.
2. Membership is never acquired by paying a Purpose Fee, by buying a licence credential, by administering a repository or by contributing to a registered project. Companies and other legal entities do not become members. Membership is neither transferable nor heritable.
3. The members approve the annual accounts and thereby see the figures of every activity of the Association.
4. Membership confers no right to any asset, surplus or credential of the Association. No membership category is created that carries an advantage in the schedule under Art. 11 or in the registry under Art. 9.
5. The Association keeps the member register under Art. 61a ZGB (Art. 21); it is not public.

Art. 16 — Admission, resignation, exclusion, contributions, liability

1. Admission is on a written application, by resolution of the general assembly with the consent of two thirds of all members; a member whose exclusion is not yet legally final counts as a member for this purpose. There is no entitlement to admission.
2. A member may resign at any time by written declaration to the board; the resignation takes effect on receipt of the declaration.
3. The board may exclude a member, after hearing them, for conduct incompatible with the purpose of the Association or for a breach of these statutes. The invitation to the hearing, at least twenty days in advance, and the written notification of the exclusion are sent to the member in the same way as an invitation to the general assembly (Art. 17 para. 3). The member concerned may appeal to the general assembly within thirty days of receiving the written notification; the assembly decides finally within the Association, and where the member does not appeal within that period, the exclusion takes effect when it expires. Until the general assembly has decided, or until the period has expired without an appeal, the member keeps all membership rights and is excluded from voting only on their own exclusion. Recourse to the courts is reserved. Grounds for an exclusion are not published.
4. No membership contributions of any kind are levied, neither running nor one-off. No member owes the Association anything by reason of membership. Voluntary contributions from members are accepted and create no claim to repayment.
5. Members who resign or are excluded have no claim on the assets of the Association (Art. 73 ZGB).
6. Only the assets of the Association are liable for its obligations (Art. 75a ZGB). Personal liability of the members and any duty to make additional contributions are excluded. The mandatory statutory liability of the acting persons for their own fault (Art. 55 Abs. 3 ZGB) is reserved.

Art. 17 — Organs and the general assembly

1. The organs of the Association are the general assembly and the board. A review body is appointed under Art. 20.
2. The general assembly is the supreme organ of the Association. The ordinary general assembly takes place every year within six months of the end of the financial year.
3. Convening. The board convenes the general assembly in writing, including in electronic form, at least twenty days in advance, stating the items of business. The invitation is sent to every member by e-mail to the delivery address entered in the member register and, no later than twenty days before the assembly, by registered letter for delivery to the addressee in person to the address entered there; the registered letter is not needed where the member has confirmed receipt of the e-mail beforehand in writing, including electronically, and the e-mail is not needed where the member has given no delivery address. A registered letter that the member does not collect or refuses to accept is deemed received on the seventh day after the first delivery attempt. A member's address and delivery address are changed in the member register only on that member's written notice. The evidence is kept with the minutes; where a member has not been invited in this way, the assembly passes no resolutions. An extraordinary general assembly is convened when the board so resolves or when one fifth of the members request it in writing, stating the purpose; it takes place within six weeks of receipt of the request. Where no board resolution on convening can be passed for lack of a quorum, any board member may convene the general assembly alone. No resolution is passed on items not announced. On the board's decision the general assembly may also be held electronically or in hybrid form, provided the identity of the participants is established and all participants can speak and vote. The assembly is chaired by the Chair (Präsidium); where the Chair is prevented from acting or is conflicted on an item, the assembly elects a chair from among its members for that item.
4. Powers. The general assembly has the following inalienable powers:
   1. adoption and amendment of the statutes under Art. 22;
   2. election and removal of the members of the board; election of the review body (Art. 20);
   3. approval of the annual accounts — and with them the figures of every activity of the Association —, of the review report when one exists, and of the annual transparency report; discharge of the board;
   4. decision on appeals against exclusions under Art. 16 para. 3;
   5. resolution on the dissolution of the Association under Art. 23;
   6. resolution on all matters reserved to it by law or by these statutes or submitted to it by the board.
5. Resolutions. Each member has one vote. Every duly convened general assembly has a quorum. Resolutions are passed by a majority of the votes cast, unless the law or these statutes provide otherwise; abstentions do not count. In the event of a tie the person chairing the meeting has a casting vote; that casting vote may not be exercised on elections and removals of board members or on an item on which they are excluded from voting under Art. 68 ZGB or conflicted under Art. 18 para. 5, and in those cases a motion is rejected on a tie. A casting vote is recorded as such in the minutes. Where these statutes require the consent of two thirds of all members and that consent is not reached at a general assembly, without more than one third of all members having voted against the motion, a second general assembly, held at least thirty days after the first, resolves on the same, unchanged motion with the consent of two thirds of the members present. Every member who counts as a member for the resolution is invited to both general assemblies, with a notice of this consequence; that member may speak and vote at both, and at the second, on request, also electronically (para. 3). Every member is excluded by law from voting on a resolution concerning a legal transaction or a legal dispute between the member, their spouse or a person related to them in the direct line on the one hand and the Association on the other (Art. 68 ZGB); this applies in particular to every remuneration under Art. 6f.
6. Circular resolution. The written consent of all members to a motion, including in electronic form, is equivalent to a resolution of the general assembly (Art. 66 Abs. 2 ZGB).
7. Minutes. Minutes are kept of every general assembly and signed by the chair of the assembly and the minute-taker. The Association publishes the resolutions of every general assembly with the annual transparency report, except resolutions on the membership of individual persons.

Art. 18 — The board, disclosure, conflicts of interest

1. The board consists of two to seven natural persons, elected by the general assembly for two years; re-election is permitted. It constitutes itself and designates from among its members the chair (presidency) and the vice-presidency and finance (treasury). A further seat may be filled without amending these statutes.
2. The founding board consists of the two founding members. Where one of two board members falls away, the remaining board member convenes an extraordinary general assembly without delay for a by-election; Art. 19 continues to apply unchanged until that election; the single release under Art. 19 paras. 4 and 5 is open to the sole remaining board member as well, while every other disposition waits for the by-election, except payments from the general account that are due under existing contracts or by law, which that board member may release alone and which are published.
3. Disclosure. The board keeps published which of its members receive remuneration under Art. 6f and which have an economic interest in a registered project or in a recipient organisation, or are an owner, an officer or a member of the management of a payer or of a processor of the Association.
4. Conflicts of interest. Every board member declares, on taking office and annually thereafter, every interest of the kinds named in para. 3 as well as their employers and other functions. The declarations are entered in an interests register that is published with the annual transparency report; the details are governed by the Financial Regulation. A board member with a declared interest in a matter does not vote on it and does not count towards the quorum. Whoever receives or applies for a remuneration under Art. 6f is conflicted on every matter concerning that remuneration (Art. 68 ZGB).
5. Standing recusal. Every board member recuses from every decision that touches another activity of the Association or a listed recipient organisation to which they are linked; this applies in particular to schedule versions and price bands, weight classes, the allocation rule and its versions, the allocation key under Art. 8 para. 4, the composition of the categories, moderation, delistings, readmissions and appeals, the waiver policy and the Waiver Rules (Art. 10 para. 5), and listing prominence, directory ordering and discovery, in each case as the decision applies to or materially advantages that activity or organisation. Every recusal is minuted and published. A decision on which a member recuses requires the majority of the non-conflicted members. Where no non-conflicted board member remains for a decision, the decision is deferred until a non-conflicted board member is elected; the deferral and its ground are published. Decisions the law or these statutes require within a fixed period are reserved; on those, every conflict is disclosed, minuted and published.
6. Duties. The board manages the affairs of the Association and decides everything not reserved to another organ. In particular it keeps the ledger under Art. 12, publishes the schedule under Art. 11 and the monthly table under Art. 6e, is responsible for compliance with the cap under Art. 6, chooses and publishes the payment services under Art. 6a para. 5, keeps the Recipient List under Art. 7 and the allocation under Art. 8, adopts, amends and publishes the rulebooks under Art. 22 para. 7, keeps the books and the member register under Art. 21 and represents the Association under Art. 19.
7. Resolutions. The board meets as often as business requires; every member may request a meeting, stating the reasons. It has a quorum when a majority of its members take part, and it decides by a majority of the votes cast; in the event of a tie the Chair (Präsidium) has a casting vote. Where a member recuses under para. 4 or para. 5, or is excluded under Art. 68 ZGB, the board has a quorum for that resolution when a majority of the other members take part; para. 5 sentences 3 to 5, Art. 6f para. 3 and Art. 19 are reserved. The Chair may not exercise the casting vote on an item on which they are conflicted under para. 4 or para. 5 or excluded under Art. 68 ZGB; in those cases a motion is rejected on a tie. A casting vote is recorded as such in the minutes. Circular resolutions, including in electronic form, are valid unless a member requests oral deliberation. Minutes are kept of the resolutions.
8. Board members serve unpaid for board service as such; Art. 5 para. 3 applies.

Art. 19 — Representation and signature

1. The board represents the Association externally. The board members sign jointly, two together (Kollektivunterschrift zu zweien); that is the signing authority entered in the commercial register. The board governs further signing and payment powers; the fees account and the operations-reserve account are always operated by two persons together, subject to paras. 4 and 5.
2. The Association can at all times be represented by a person domiciled in Switzerland who has access to the member register (Art. 69 Abs. 2 ZGB). The board designates that person by minuted resolution.
3. Remuneration of a board member requires the approval under Art. 6f para. 3; repaying an amount that was never owed as a Purpose Fee is not remuneration. A payment to a board member is released by another board member, never by the one receiving it, who may enter it.
4. A transfer from the fees account to an active recipient organisation on the Recipient List, in the share locked and published under Art. 8 and within the deadline under Art. 6a para. 2, may be released by one board member alone; it executes a decision already taken and published and creates no discretion.
5. The single release applies only to transfers to recipient organisations whose account details are evidenced under the Recipient Rules and verified on the day of the transfer. It never covers a change to the Recipient List or to a share, a payment to any other recipient, a payment to a board member or to a person close to a board member, a debit of the reserve account or of the general account, the conclusion or the amendment of a contract, or the granting, amendment or revocation of a bank mandate; for those, para. 1 applies.
6. The single release under paras. 4 and 5 is a rule of management; it does not change the signing authority entered in the commercial register. Its implementation with the bank and its recording are governed by the Financial Regulation; as long as the bank has not set up a corresponding mandate on the fees account, a transfer under para. 4 is likewise released by two. The monthly publication under Art. 6e reports a transfer released by one board member alone as a single release.

Art. 20 — Review

1. The proof of the Association's money rules is publication, not a signature: the statement of the fees account without details identifying a payer or a natural person, the monthly table under Art. 6e and the receipts of the listed recipient organisations, which anyone can reconcile without a profession.
2. Art. 69b ZGB is reserved; the general assembly may elect a review body at any time.
3. From the first financial year in which routed volume exceeds the review threshold of CHF 100,000, the board has the fees account, the operations-reserve account and the pass-through reviewed every year under agreed-upon procedures by a licensed auditor or licensed audit firm independent of the board; it may also engage such a review earlier. The review also covers whether any chargeback or refund shortfall (Art. 6g para. 3) was charged to the fees account or the operations reserve. Site note, not part of the statutes: the figure is the statutes' own; this site marks it illustrative only because its pre-ledger rule labels every currency figure.
4. The fee for a review under para. 3 is the only review service that is a direct cost under Art. 6 (Cost Class Rules); the fee for a review under para. 2 is a cost of the other activities (Art. 6d).
5. The review report to the general assembly and the report on a review under para. 3 are published with the annual accounts.

Art. 21 — Books, member register, registered address

1. The board keeps the books under Art. 69a ZGB and the provisions of the Code of Obligations on commercial bookkeeping and accounting (Art. 957 ff. OR), double-entry and from the day of founding, in Swiss francs. The annual accounts are drawn up within six months of the end of the financial year and signed by the chair and by the vice-presidency and finance. Books and records are kept for ten years.
2. The Association holds the Purpose Fees (Art. 6a), the operations reserve (Art. 6g) and its other funds in separate accounts; it keeps the fees account and the operations-reserve account with a bank in Switzerland. The fees account is kept as a pass-through account; the liability to pass on is recognised on receipt of every payout in the amount to be passed on and is discharged by the transfers.
3. The Association keeps a member register with the first and last name and the address of every member (Art. 61a ZGB). It is kept by the person designated under Art. 19 para. 2 in such a way that it can be accessed in Switzerland at any time; a board member who does not keep it holds a dated copy. Every version is retained; the details of a member and the supporting documents are retained for five years after the member's removal. The register is not public.
4. The registered address (Rechtsdomizil) of the Association is the address at its seat entered in the commercial register. Where it is held at a c/o address, the declaration accepting the registered address (Domizilannahmeerklärung) given by the person granting it is on file with the commercial-register office. The board may move the registered address within the municipality of the seat by resolution.
5. The provisions of company law on impending insolvency and over-indebtedness apply to the Association by analogy (Art. 69d ZGB).

Art. 22 — Amendment of the statutes and protected provisions Protected

1. An amendment of these statutes requires the consent of two thirds of all members. A member whose exclusion is not yet legally final counts as a member. Every amendment is published with a visible comparison against the version it replaces, and the board files a complete new version with the commercial-register office.
2. Protected provisions are:
   1. Art. 5 para. 5 (minimum share and net proceeds);
   2. the cap (Art. 6 para. 3) and the limits of the reserve retention (Art. 6g paras. 1 and 2);
   3. the publication of every cost item charged to Purpose Fees, every support payment, every movement of the operations reserve and every transfer to a recipient organisation (Art. 6e), but not the form and timing of publication;
   4. the immutable core of the licence for existing contributions (Art. 13 paras. 1 and 2);
   5. para. 1 second sentence, paras. 2 to 4 and para. 6 of this article.
3. An amendment of a protected provision requires the consent of all members. The proposed wording is published with its reasons on the Association's website at least ninety days before the resolution, or at least thirty days before it for a resolution before the first paid sale; if the proposal is materially changed, the period starts again. The first paid sale is the first conclusion of a binding contract for a paid licence credential, by the Association itself or by a reseller or merchant of record, even if the contract is later reversed.
4. An amendment of a protected provision has effect only for the future: Purpose Fees from purchases concluded before the amendment enters into force, and contributions made before then, remain under the previous version.
5. Unamendable. Funds of the Association and routed funds are never distributed, directly or indirectly, to members, founders, board members or persons close to them, never given to them as an unjustified or excessive benefit, and never revert to them; Purpose Fees and routed funds never fund another activity of the Association; on dissolution the Association's assets are used only for public-benefit or public purposes. No amendment of these statutes removes or narrows these rules; this paragraph cannot be amended.
6. No amendment of these statutes takes from third parties, in particular contributors, recipient organisations, payers and organisations benefiting from a waiver, rights they acquired before it. Mandatory law is reserved; where it requires an amendment, the board publishes the requirement, the text and the legal basis before the resolution, and the period under para. 3 does not apply.
7. Rulebooks and Recipient List. The board adopts and amends the rulebooks these statutes refer to, and any others it considers necessary, and keeps the Recipient List under Art. 7. They do not form part of these statutes and may not contradict them; whatever contradicts them has no effect. Every change is published with its date.

Protected. Para. 1 second sentence, paras. 2 to 4 and para. 6 are protected provisions (Art. 22 para. 2 item 5): they change only with the consent of all members and only for the future (Art. 22 paras. 3 and 4). Para. 5 cannot be amended.

Art. 23 — Dissolution and liquidation

1. The dissolution of the Association is resolved by a general assembly convened for that purpose with the consent of two thirds of all members, or follows by operation of law (Art. 77 ZGB). A member whose exclusion is not yet legally final counts as a member for that resolution. The board carries out the liquidation unless the general assembly appoints special liquidators.
2. Creditors first. The liquidation is governed by Art. 58 ZGB and the provisions of the Code of Obligations. On insolvency Art. 77 ZGB and the Debt Enforcement and Bankruptcy Act apply; Purpose Fees received and not yet passed on then belong to the estate unless the law provides otherwise; the Association never presents their protection as better than it legally is.
3. Then the final sweep. The Purpose Fees received and not yet passed on are transferred under Art. 6a paras. 3 and 4 to the active recipient organisations on the Recipient List in force; nothing is retained. The operations reserve bears, under Art. 6g para. 3, the last invoices and the transfer charges of the final sweep; its remainder then goes the same way to the active recipient organisations.
4. Then the remaining assets. In the event of dissolution, profit and capital are given to another legal person seated in Switzerland that is tax-exempt on account of public-benefit or public purposes (the wording prescribed by the Aargau cantonal tax office reads in German: "Im Falle einer Auflösung werden Gewinn und Kapital einer anderen wegen Gemeinnützigkeit oder der Verfolgung öffentlicher Zwecke steuerbefreiten juristischen Person mit Sitz in der Schweiz zugewendet"). A distribution to members, founders, board members, staff or persons close to them is excluded; a reversion to the founders is excluded.
5. Stopping. On a stop under Art. 14 and on dissolution, the Association issues no more licence credentials and registers no more projects; para. 3 also applies on a stop. Existing records and credentials stay readable and verifiable at their permanent addresses. Waivers under Art. 10 remain possible until the licence's backstop takes effect; the backstop is honoured or, as the licence provides, brought forward by a declaration of lapse. The registry, the ledger, the key set and the transparency log, together with the domain and the marks, go without consideration to the archive custodian (Art. 9 para. 4) or, where a successor organisation has been designated under Art. 10 para. 3, to that successor (para. 6), in each case on the condition that none of it is sold and the permanent addresses stay served, so that every credential issued remains verifiable; on dissolution this happens before the remaining assets are applied under para. 4. The Association never sells the domain or the marks. An Association-owned registered project is transferred only subject to its published licence. The Financial Regulation governs the details.
6. Successor organisation. A successor organisation can only be a legal person constituted under the law of its state of seat as a non-profit organisation with a public-benefit purpose, or a legal person under public law; on dissolution, including a handover immediately before dissolution, it must also meet the requirements of para. 4. It has at most six months from the day the issuing of licence credentials stops to take over the keeping of the registry; while its designation stands and that period runs, the Association makes no declaration of lapse, and after the takeover none at all. Before the handover it binds itself in a legally binding way:
   1. to take on, by analogy, the duties these statutes set for keeping the registry;
   2. to pass on the fees for licence credentials by analogy with Art. 5 to 8, in particular each within 30 days of receipt, less only the capped costs under Art. 6 and the reserve retention under Art. 6g, and in each financial year at least 80 per cent of the net proceeds from them to organisations that meet the requirements of Art. 7 para. 2;
   3. to use the assets handed over, and whatever takes their place, only for keeping the registry and for the pass-on under item 2, and to grant from them no personal advantage, direct or indirect, to any person named in Art. 5 para. 1; an office in the successor organisation, or a right to appoint to one, is not by itself such an advantage;
   4. to pay such a person for work for the registry or out of the fees for licence credentials only under a published rule: with a written contract, at most at the market wage for the work, within the costs under item 2, approved by one of its organs without the participation of the person concerned, and published;
   5. to pass everything handed over on to the archive custodian, to return the non-public details under Art. 10 and, unless the law requires otherwise, to keep no copy of them, if it does not take over the keeping of the registry within that period, or if before then its designation ends or the purpose condition lapses under the licence.

   The keeping of the registry is taken over when the successor organisation runs the registry at the permanent addresses, can issue verifiable credentials with its own keys and guarantees the rights to see under Art. 10 para. 3, and the Association has published the signed record under Art. 10 para. 3. A link to a person named in Art. 5 para. 1 does not by itself rule out an organisation, and a handover without consideration to a successor organisation that meets this paragraph is not, by reason of that link alone, a gift under Art. 5 para. 1 or Art. 22 para. 5 or a distribution under para. 4. Every handover under para. 5, under this paragraph or under Art. 10 para. 3 takes place only as far as it is lawful; mandatory creditor protection and the powers of the bankruptcy and composition bodies are reserved.

7. The board notifies the commercial-register office of the dissolution (Art. 79 ZGB).

Art. 22 para. 5. That on dissolution the assets are used only for public-benefit or public purposes, and are never distributed to members, founders, board members or persons close to them, also stands in Art. 22 para. 5, which no amendment may remove or narrow.

Art. 24 — Entry into force

1. These statutes were adopted by the founding assembly in Aarau on 1 October 2026 and entered into force on that day. The Association exists from that day (Art. 60 Abs. 1 ZGB) and is having itself entered in the commercial register.
2. The Recipient List and the rulebooks under Art. 22 para. 7 do not form part of these statutes; the board adopts them for the first time at its constituting meeting.
3. The German text is the instrument. The English translation with identical article numbering is for reading; in case of divergence the German text prevails.