Trust Center / Statutes
Statutes v1 — adopted at founding; German original prevails once published; English working text. Twenty-two articles, of which 11 are never-reopen: they may be amended only in the stricter direction, and Art. 21 governs its own amendment so that the lock cannot be unlocked first.
A never-reopen article carries the marker below. The marker is not decoration: Art. 21 provides that such an article may be amended only so as to make its restriction stricter, and that any resolution purporting to relax one is void. That is what distinguishes a structural bar from a policy — a policy is what a future board decides, and a bar is what a future board cannot decide.
Never-reopen — amendable only in the stricter direction (Art. 21).
The plain-English map of these bars, with a pointer for each, is what we can never do. Where a bar also lives in the licence text, the pointer names both: the statutes bind the Association, the licence binds everyone.
The twenty-two articles, with the never-reopen articles flagged.
| Art. | Title | Status |
|---|---|---|
| 1 | Name and legal form | ordinary |
| 2 | Seat and financial year | ordinary |
| 3 | Purpose | ordinary |
| 4 | Role: registrar and witness, never licensor | Never-reopen |
| 5 | No distributable private profit; the recipient bar | Never-reopen |
| 6 | The operating-cost cap | Never-reopen |
| 7 | Curated recipients: the seven category funds | Never-reopen |
| 8 | Waivers are public and gratis | Never-reopen |
| 9 | One published schedule for everyone | Never-reopen |
| 10 | The append-only ledger | Never-reopen |
| 11 | The immutable core of the licence | Never-reopen |
| 12 | Kill criteria and the duty to stop | Never-reopen |
| 13 | Members | ordinary |
| 14 | Admission, resignation, exclusion | ordinary |
| 15 | Contributions and liability | ordinary |
| 16 | The organs of the Association | ordinary |
| 17 | The general assembly | ordinary |
| 18 | The board, its independence, and conflicts of interest | ordinary |
| 19 | Representation and signature | ordinary |
| 20 | Audit | ordinary |
| 21 | Amendments; the never-reopen articles | Never-reopen |
| 22 | Dissolution and liquidation | Never-reopen |
Under the name Purpose Source Association there exists an association within the meaning of Art. 60 ff. of the Swiss Civil Code (ZGB). The Association is entered in the commercial register in accordance with Art. 61 Abs. 2 Ziff. 3 ZGB, being an association which principally collects or distributes assets abroad for charitable purposes.
The seat of the Association is in the canton of Aargau, Switzerland. The financial year is the calendar year; the first financial year runs from the founding assembly to 31 December 2026.
The Association pursues exclusively public-benefit and non-profit purposes. It does not pursue commercial ends and seeks no profit for itself or its members.
Its purpose is to:
The Association may carry out economic activity as a subordinate means to this purpose and only to that extent. Its activity is directed at an open circle of beneficiaries.
The Association shall never:
The Association's role is that of registrar of records and witness to facts. Administrative control of a repository remains with its administrators, who represent that they hold sufficient authority to adopt the licence for it; copyright remains with the rightsholders.
Never-reopen. Amendable only so as to narrow the Association's role further.
There is no distributable private profit. No surplus, asset, or advantage of the Association may be distributed to a member, a founder, a member of the board, an officer, a member of staff, or a person related to any of them, whether directly or indirectly, whether in money or in anything of monetary value.
Routed funds — the net proceeds after the deductions permitted by Art. 6 — may never be paid to the Association's own use, to a member, to a member of the board, to a contributor, or to an owner or administrator of an adopting repository. Contributors to adopting projects direct where funds go, advisorily, and never receive anything of monetary value for a contribution.
Members of the board are not remunerated for board service; documented expenses are reimbursed and fall inside the cap in Art. 6. Third parties — payment providers, intermediaries, auditors, counsel, contracted administrators — are paid for their work at arm's length, as operating costs inside that cap. The pledge the Association makes publicly is therefore stated in one form only: 100% of net proceeds after published, capped, audited operating costs.
Never-reopen. Amendable only so as to widen the bar.
The Association may deduct its operating costs from gross proceeds only up to a capped percentage, fixed in the annex to these statutes on counsel's advice before the first Entitlement is sold. The cap may only ever be lowered. It may not be exceeded in any financial year, and a shortfall against it is never cured by raising it — the consequence of a structural shortfall is Art. 12, not a higher cap.
Deductible operating costs are limited to the categories published on where the money goes. Adding a category is an amendment to these statutes and publishes with a diff. Every cost line is reconciled to the audited accounts and reported against the cap, per category, in the annual transparency report.
Never-reopen. The cap may only ever be lowered.
Net proceeds are routed exclusively to public-benefit organisations pursuing purposes within the seven published categories: health, education, poverty relief, humanitarian aid, environment, animal welfare, and research. Recipients are screened, contracted, and reached through an established charity intermediary. A free-text or self-nominated recipient can never be added, and no allocation is ever made to a recipient outside the seven categories.
The Association retains the final decision on distribution among the categories. Designations by contributors and selections by payers are advisory: they are recorded, published, and honoured as far as the Association's own duties allow, and they never bind it. Shares that nobody has designated are allocated by the board among the seven categories and reported as such.
Never-reopen. Amendable only within the public-benefit purpose; a free-text recipient can never be added.
A waiver recorded in the registry is public and gratis. The Association shall never sell, price, broker, or accept consideration for a waiver, an exemption, or a delay in the application of the licence's condition; nor shall it permit a repository administrator to do so. An administrator who takes consideration for a waiver is delisted, and the delisting and its ground are published.
Never-reopen. Amendable only so as to strengthen the gratis and publicity rules.
Purpose Fees are set exclusively in a published, versioned schedule that applies to everyone on the same terms. The Association shall never agree a price, a discount, a rebate, or a side term privately with a single payer. Every schedule version stays published at a permanent URL with its effective-date range and an unambiguous marker of the current one. Repository administrators never set prices; a request for bespoke terms is answered by pointing at the amendment process — propose a change for everyone — and never by a private arrangement.
Never-reopen. Amendable only so as to increase publication duties.
The Association keeps a public allocation ledger. It is append-only: a published row is never edited or deleted, a correction is a new row, and an annotation renders as an annotation. Monthly exports are immutable once written and hash-chained to their predecessor, so that a silently rewritten history is detectable by anyone who kept an earlier copy. Every recorded allocation and disbursement is independently reconcilable against the audited accounts and the intermediary's receipts.
Never-reopen. Amendable only so as to add to what is published.
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:
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.
Never-reopen. Each item may move only in the direction stated in it.
The Association publishes pre-registered success metrics and kill criteria before it sells its first Entitlement, and measures them from the first day. Where a kill criterion is met and sustained for two consecutive quarters after the twelfth month following launch, the board shall run the published wind-down protocol; it is a duty, not a discretion. The board may additionally resolve to run the protocol early, for a reason it publishes.
The protocol, its sequence, and the payer-held-whole guarantee are published at kill criteria and the wind-down protocol. The guarantee itself lives in the licence text — vested versions, the four-year conversion, and the steward-lapse backstop — so that it does not depend on the Association existing to honour it.
Never-reopen. Amendable only so as to lower the thresholds at which the Association must stop.
Membership is open to natural persons and legal entities that support the purpose in Art. 3. The Association keeps a member register in accordance with Art. 61a ZGB, recording each member's name and address; the register is not public. Membership confers no right to any asset, surplus, or credential of the Association, and no membership category may be created that carries an advantage in the schedule under Art. 9 or in the registry.
The board decides on admission and reports admissions to the general assembly. A member may resign at any time in writing, effective at the end of the financial year. The board may exclude a member for conduct incompatible with the purpose or for a breach of these statutes; the excluded member may appeal to the general assembly, whose decision is final. Exclusion does not require reasons to be given publicly, and the Association publishes none.
The general assembly may set an annual membership contribution. Only the assets of the Association are liable for its obligations; personal liability of the members is excluded (Art. 75a ZGB).
The organs are the general assembly, the board, and the auditor.
The general assembly is the supreme organ. It meets at least once a year and otherwise when the board convenes it or one fifth of the members request it. Its inalienable powers are: amending these statutes; electing and discharging the board and the auditor; approving the annual accounts, the auditor's report, and the annual transparency report; setting membership contributions; and resolving on dissolution.
Each member has one vote. Resolutions are passed by an absolute majority of the votes cast, save where these statutes require a greater majority. The Association publishes the resolutions of each general assembly with its annual transparency report.
The board consists of at least three members, elected for a term of two years and re-electable. It comprises a president, a treasurer, and further members, and it constitutes itself.
Independent majority. At all times, a majority of the board must consist of members having no economic interest in an adopting project, in a payer of a Purpose Fee, in a recipient of routed funds, or in a subprocessor of the Association. A board that loses its independent majority may take no decision other than those necessary to restore it.
Conflicts. Each member of the board declares, on appointment and annually thereafter, every interest of the kinds listed above. Declarations are entered in a conflicts register, which publishes with the annual transparency report. A member with a declared interest in a matter neither votes on it nor counts towards the quorum for it.
The board manages the Association's affairs, decides everything not reserved to another organ, keeps the ledger under Art. 10, publishes the schedule under Art. 9, and is accountable for the cap under Art. 6. Roles, and the rules above, are published now; the persons holding them are named in the imprint on publication of the register entry.
The Association is bound by the joint signature of two members of the board. In accordance with Art. 69 Abs. 2 ZGB the Association has a representative domiciled in Switzerland, empowered to represent it and to receive service of legal process; that person is named in the imprint on publication of the register entry.
The general assembly appoints an independent auditor for each financial year. The Association submits its accounts to audit whether or not the statutory thresholds of Art. 69b ZGB are reached, because the pledge in Art. 5 uses the word audited and an unaudited account would make that word untrue. The auditor's report publishes in full with the annual accounts and the annual transparency report.
An amendment to these statutes requires a two-thirds majority of the votes cast at a general assembly, and is published with a visible diff against the version it replaces.
The never-reopen articles are Art. 4 to Art. 12, this article, and Art. 22. Each of them may be amended only so as to make the restriction it imposes stricter, in the direction stated in the article itself. A resolution purporting to relax, suspend, or delete such an article — including a resolution purporting first to amend this article so as to permit it — is void and shall not be entered in the register. Where a change is required by mandatory law, the board publishes the requirement, the text, and the legal basis before the resolution is put.
Never-reopen. Self-entrenching: this article governs its own amendment.
Dissolution requires a two-thirds majority of the votes cast at a general assembly convened for that purpose, or follows by operation of law.
On dissolution, funds held and not yet allocated are allocated and disbursed under Art. 7. Any assets then remaining fall exclusively to one or more tax-exempt organisations having their seat in Switzerland and pursuing public-benefit purposes of the same kind. A distribution to members, founders, board members, staff, or persons related to them is excluded, and the assets may not revert to the founders. The registry, the ledger, the key set, and the transparency log are archived as static artifacts at permanent URLs, so that every credential issued before dissolution remains verifiable.
Never-reopen. Amendable only so as to strengthen the public-benefit destination.
The annex referred to in Art. 6 carries the cap percentage and nothing else. It is not published as a number yet: the percentage is set on counsel's advice before the first Entitlement is sold, and printing a figure nobody has approved would be exactly the kind of placeholder these statutes exist to prevent. When it is fixed, it publishes here and in the fee stack on the same day.
Prices, bands, and lanes are not in these statutes and never will be — they are the schedule under Art. 9. The licence text is not in these statutes either: it is published, versioned, and hash-pinned at its own permanent URLs, and Art. 11 constrains what a later version may do rather than reproducing the text.