Association Statutes Last updated: May 29, 2026
Scope: The Statutes define the association's legal purpose, governance structure, transparency obligations, and membership rules.

Statutes of the “Swiss Digital Commons Association”

Under the name “Swiss Digital Commons Association”, an association exists within the meaning of Art. 60 ff. of the Swiss Civil Code (ZGB).

The association has its registered office in 8185 Winkel, Switzerland.

The association is politically independent and religiously neutral.

2. Purpose and Principles

The association pursues exclusively non-profit purposes. It has no profit motive and operates no commercial business.

The association acts selflessly and pursues no commercial or self-help purposes of its members. Its funds and assets are irrevocably dedicated to its non-profit purpose.

The purpose of the association is to promote and foster open, autonomous, decentralized, and transparent digital infrastructure as Swiss digital commons.

The association acts as a promoter, coordinator, and framework of trust for projects that embody these principles. It promotes in particular:

  • transparent and verifiable software infrastructures;
  • free and open software development;
  • decentralized digital sovereignty;
  • trustworthy and traceable infrastructure;
  • the long-term preservation of independent Swiss digital infrastructure;
  • compliance with Swiss quality, origin, and transparency requirements.

To fulfill its purpose, the association may in particular:

  • adopt, foster, and coordinate suitable projects;
  • define technical guidelines, governance rules, and standards;
  • organize compliance, transparency, and audit processes;
  • publish documentation and open-source guidelines;
  • promote events, research, and knowledge exchange;
  • accept membership fees, donations, and grants.

The projects fostered by the association shall remain permanently freely accessible, transparent, verifiable, and usable in the public interest.

3. Membership

Natural persons and legal entities that support the association’s purpose may become members.

Admission is decided by the Board.

The association recognizes the following membership categories:

  • Active members pay a membership fee and participate actively in the association’s life and projects, in particular through contributions to the fostered projects. They hold full voting and election rights.
  • Passive members pay a membership fee and support the association financially without participating actively. They have no voting or election rights but may attend the General Assembly and submit motions.
  • Supporting members (patrons) pay a membership fee and additionally support the association with voluntary cash or in-kind contributions — in particular infrastructure and resources — for the fostered projects. They hold full voting and election rights.

The amount of membership fees and the rights and obligations associated with each category are determined by the General Assembly; the Board may regulate the details in a set of rules.

Voting and election rights derive from membership and the respective membership category; they are independent of the amount of fees paid or contributions made.

Within the same category, all members are equal regardless of when they joined, unless these Statutes or supplementary rules provide for special obligations for certain activities.

Members who actively contribute to a fostered project are additionally subject to the technical, licensing, transparency, and governance requirements applicable to that project.

The Board may set out further details on membership, the admission procedure, and the obligations of those participating in the projects in a set of rules.

4. Termination of Membership

Membership ends:

  • by resignation;
  • by exclusion;
  • for natural persons, by death;
  • for legal entities, by dissolution.

Resignation may be declared in writing to the Board at any time.

The Board may exclude a member who:

  • seriously violates the association’s purpose;
  • violates licensing, transparency, or disclosure obligations;
  • gravely disregards the technical or organizational requirements of a fostered project;
  • harms the reputation, integrity, or functioning of the association or of a fostered project.

Before an exclusion, the member concerned shall, as a rule, be given an opportunity to comment, unless important reasons require immediate action.

Upon termination of membership, the rights associated with membership — in particular the right to vote and to stand for election — end with immediate effect.

5. Funds, Contributions, and Liability

The association’s funds consist in particular of:

  • membership fees;
  • voluntary contributions;
  • donations;
  • grants;
  • other contributions, insofar as they are compatible with the association’s purpose.

The amount of any membership fees is determined by the General Assembly.

Contributions in the form of cash or in-kind donations that go beyond the membership fee are voluntary and establish no additional membership rights. The association seeks tax exemption on the grounds of public benefit; insofar as it is tax-exempt, such contributions may be deducted by the donor within the limits set by law.

The association may not distribute any profits to its members. Any surpluses shall be used exclusively to fulfill the association’s purpose.

The association’s liabilities are covered solely by the association’s assets. Personal liability of the members is excluded, unless the law mandatorily provides otherwise.

6. Bodies of the Association

The bodies of the association are:

  • the General Assembly;
  • the Board;
  • the auditing body, where legally required or resolved by the General Assembly.

7. General Assembly

The General Assembly is the supreme body of the association.

It decides in particular on:

  • the election and removal of the Board;
  • the approval of the annual accounts;
  • the setting of membership fees;
  • the adoption of new projects to be fostered by the association;
  • amendments to the Statutes;
  • the dissolution of the association.

The ordinary General Assembly takes place at least once a year.

Extraordinary General Assemblies may be convened by the Board. They must be convened when a legally or statutorily required request is made.

Resolutions are passed by a simple majority of the votes cast, unless the law or these Statutes provide otherwise.

Amendments to the Statutes require a two-thirds majority of the votes cast.

8. Board

The Board consists of at least two persons.

It constitutes itself.

The Board manages the association’s day-to-day affairs and represents it externally.

The members of the Board serve in an honorary capacity; they are entitled to reimbursement of their actual expenses.

It is responsible in particular for:

  • implementing the association’s purpose;
  • admitting members;
  • excluding members;
  • drawing up technical guidelines;
  • setting governance rules;
  • defining compliance, transparency, and open-source standards;
  • preparing the General Assembly;
  • managing the association’s funds;
  • documenting and ensuring the traceability of the infrastructure fostered by the association.

The Board may issue rules, guidelines, and project requirements, provided they do not conflict with these Statutes.

9. Audit

The General Assembly elects an auditor where one is legally required or resolved by the General Assembly. One or more natural persons or an auditing body may be appointed as auditor.

The auditors need not be members of the association. They may not belong to the Board and must be independent of the persons and matters to be audited.

The auditor is elected for a term of one year, at most until the next ordinary General Assembly; re-election is permitted.

The auditor examines the association’s bookkeeping and annual accounts for legality and propriety and reports to the General Assembly in writing. It moves for approval of the annual accounts, with or without qualification, or for their rejection.

The Board grants the auditor access to all necessary documents and provides the information required for the audit.

Where there is no statutory audit obligation, the General Assembly may order an audit voluntarily or waive one. If no auditor is elected, the Board ensures appropriate internal financial controls.

10. Signing Authority

The Board determines the association’s signing authority.

It may provide for individual or joint signature and document the corresponding signing powers.

The projects fostered by the association remain the property of the respective authors and rights holders.

The association claims no transfer or assignment of copyrights to the underlying software projects, unless expressly agreed in writing.

Projects fostered by the association are published under OSI-approved open-source licenses that ensure transparency, verifiability, and disclosure of the corresponding source code.

For projects operated as network services, licenses must be used that require disclosure of the complete corresponding source code to the users of the service, insofar as this is necessary for the respective project.

Whoever operates a fostered project undertakes in particular:

  • to make the complete corresponding source code of the operated projects openly and publicly accessible;
  • to disclose contributions, adaptations, and modifications, insofar as the applicable license requires;
  • to ensure the transparency and traceability of the operated software;
  • to comply with the technical, licensing, and organizational requirements of the respective project.

The details may be set out in supplementary technical guidelines, project rules, or open-source guidelines.

12. Data Protection and Transparency

The association ensures the responsible handling of personal data.

Personal data of members, governing persons, contributors, and users may be processed only insofar as this is necessary for the association’s purpose, administration, governance, or legal obligations.

The technical transparency of the fostered infrastructure is highly valued. It finds its limits where statutory data-protection obligations, security interests, or legitimate confidentiality interests stand in the way.

The association’s transparency obligations relate in particular to its mission, its governance, its rules, its fostered projects, and the verifiable technical infrastructure.

13. Dissolution

The dissolution of the association may be resolved only by the General Assembly with a two-thirds majority of the votes cast.

Upon dissolution of the association, any remaining association assets shall be transferred to a tax-exempt organization with a similar purpose in Switzerland.

A distribution of the association’s assets to members is excluded.

14. Founding Members

The association was established by its founding members at the founding assembly.

To protect their privacy, the founding members are recorded by name solely in the association’s internal records and are not published.

15. Entry into Force

These Statutes were adopted at the founding assembly and enter into force with immediate effect.