If the activity stops

This is a standing page. It exists before the first Entitlement is sold, on purpose: an organisation asking companies to depend on it owes them, in advance, the rules for how it would stop. Statutes Art. 14 says when the Purpose Source activity can stop; Art. 23 and the Financial Regulation say what happens then.

When the activity can stop

A stop means that the Association ends the Purpose Source activity for good and issues no more licence credentials, without being dissolved. It cannot happen overnight:

• Only the members decide it. A stop needs a resolution of the general assembly with the consent of two thirds of all members. The board cannot stop the activity on its own.
• Only for a serious reason, published with the resolution — for example, the activity is no longer possible, or a successor organisation takes it over.
• At least three months’ notice. The resolution is published at least three months before the day the Association stops issuing licence credentials. It can end sooner only where the law, a court or an authority requires it, or makes continuing impossible.
• The same for a dissolution the members resolve: the same majority, a serious reason, the same notice. If the Association could no longer pay its debts, the law would dissolve it (Art. 77 ZGB), and the law, not this page, would set the timing.

No count of buyers or projects ends the activity by itself. The cap on running costs is not a budget either: it is the most the fees may pay for running costs, and whatever it cannot hold is paid from the Association’s other money (Art. 6 para. 4).

What payers and adopters keep

These rights are in the licence text, so they do not depend on the Association existing to honour them:

• Vested versions stay usable, permanently. Every version whose publication date falls on or before the end of a paid term is vested. Nothing in a wind-down reaches it.
• The four-year conversion keeps running. Each released version becomes Apache-2.0 on the fourth anniversary of its release whether or not anyone is here to administer it.
• The steward-lapse backstop. The Purpose Condition lapses, and the licence continues on permissive terms for everyone, if the Association ceases to exist with no publicly designated successor, goes twelve months without recording an Entitlement or publishing a dated statement that Entitlements can be obtained, or names the day in a declaration of lapse.

The wind-down protocol preserves these rights and passes the money on; it promises nothing beyond them. The practical consequence: an adopter’s and a payer’s worst case is capped in the text, and their exposure does not scale with our survival odds.

And the honest limb, always beside the promise. The rights above are about the licence, and they hold whatever happens to the Association. The money is a different thing: if the Association becomes insolvent, Swiss law (Art. 77 ZGB) dissolves it and bankruptcy law takes over — Purpose Fees not yet passed on, the Association’s own projects, its domain and its marks belong to the estate unless the law says otherwise, creditors come first, and the final transfer below is not available for that money. The registry’s public mirrors are kept current all along, so that it does not depend on the estate. The only protection for the money is that it is held briefly — each payout is passed on by its thirtieth day — not the name on an account.

What the law makes us pay, we pay

Taxes, court orders, and any refund or chargeback the payment provider can no longer set off against later fees are not ours to choose. We pay them from the Association’s own money, never by charging them to the fees as costs. If our own money ever falls short, or a court or an authority orders it, the law can reach money we hold, including fees not yet passed on, and no promise of ours can prevent that. If it happens, we publish it, as far as the law allows.

The protocol

On a stop, and on dissolution, the board — or the liquidators, once liquidation is open — works through these steps in order:

1. Stop issuing — at the earliest three months after the resolution was published, unless the law, a court or an authority requires an earlier end or makes continuing impossible. No new credentials and no new projects; renewals are not taken, and existing terms run to their end. The decision, its ground and its date are published, and the stop day is logged as a signed entry. With no Entitlement recorded, the licence’s twelve-month clock runs on (adoptions and waivers never restart it). Existing records stay readable and verifiable; badges go neutral rather than dead. Waivers are not frozen: a maintainer may still record one, gratis, until the lapse, which can bridge a payer whose term ends first.
2. Honour the backstop — or bring it forward with the signed declaration of lapse of the licence’s §8(c), naming the day the Association stopped issuing Entitlements: resolved and published with its ground, signed by two signatories under the published key set, published in the registry and the transparency log, never withdrawn and never moved later. Either way the four-year conversion is not brought forward.
3. Pass the money on. The Purpose Fees not yet passed on go to the active listed recipients, one transfer each, each payout by its own thirtieth day; nothing is retained. The operations reserve pays the last invoices and the transfer charges, and its remainder goes the same way — never to a member. A reversal the payment processor can no longer net is a cost of the Association’s other activities, never of the funds.
4. Publish the final accounts, any review report, and the final transparency report, with a post-mortem stating what was tried, what failed, and what the record says about why.
5. Hand over the registry. The registry, the ledger, the key set and the transparency log go free of charge to the archive custodian — a public-interest or public body, never a member or a founder, named at the latest on a stop or on dissolution — or to a designated successor (below), on condition that nothing is sold and the permanent addresses stay served, so every certificate ever issued keeps verifying. Public keys stay published with their status; private keys are never handed over. Listed organisation names are first reduced to status-only records unless the organisation asked to stay listed, and the custodian then answers for the archive.
6. The marks and the domain go with the registry, and are never sold. If the Association carries on its other activities, the handover lets it keep its name, or it renames itself.
7. Own code goes only with its licence. A project the Association itself owns is passed on only subject to its published licence.

The members then decide whether to dissolve the Association or carry on without this activity. On dissolution, creditors come first, because the law says so; then the final transfer; then remaining assets go to a Swiss tax-exempt public-benefit organisation — never to members.

If a successor is designated

The members may instead designate a non-profit with a public-benefit purpose, or a public body, bound first to keep the registry and pass the fees on under the same rules. It has six months from the stop to take over, with no declaration of lapse meanwhile; if it fails, everything goes to the archive custodian. A successor never resets the licence’s clock.

What happens to each thing

	From the stop	After the handover, and after dissolution
Vested versions	Unaffected	Unaffected — the licence text governs
Unvested future releases	Under the licence until the Purpose Condition lapses	Permissive terms via the backstop
Fees received and not yet passed on	Transferred to the listed recipients, one transfer each, each payout by its thirtieth day	None remain — unless the Association is insolvent, in which case they belong to the estate and creditors come first
The operations reserve	Pays the last invoices and the final transfer charges; the remainder goes to the listed recipients	Nothing remains with the Association — never to members
The registry	No new credentials or projects; readable and verifiable; waivers still recordable	Kept at its permanent URLs by the archive custodian, or run on by a designated successor
Certificates and the key set	Keep verifying; every public key stays published with its status	Keep verifying against the handed-over key set and log; private keys are never handed over
The marks and the domain	Go with the registry; never sold	Held by the archive custodian or the successor; never sold
Association-owned registered code	Passed on only subject to its published licence	On insolvency an estate asset