Statutes

Art. 1 Name and registered office

Under the name TextRefs, an association within the meaning of Art. 60 et seq. of the Swiss Civil Code (ZGB) exists with its registered office in Zürich, Switzerland.

The association is politically and religiously neutral.

Art. 2 Purpose

The association’s purpose is to advance scholarship, education, culture, and open digital research infrastructure by building, maintaining, validating, publishing, and long-term archiving an open, persistent, and machine-readable registry for canonical text references and associated metadata.

The association’s activity serves the general public, in particular researchers, teachers, students, libraries, archives, museums, edition projects, digital infrastructures, memory institutions, and the interested public, both domestic and abroad. Publicly available registry data and documentation are open in principle, independent of association membership.

To pursue its purpose, the association may in particular develop, review, publish, and archive standards, data models, documentation, reference implementations, persistent identifiers, data exports, training offerings, and curated contributions from the specialist community. It may cooperate with public, scholarly, and non-profit institutions and accept donations, grants, subsidies, project funds, and other purpose-bound contributions.

The association primarily publishes reference, metadata, mapping, and provenance information. Copyright-protected edition texts, critical apparatus, commentaries, or translations from protected editions are not hosted as a matter of principle.

The registry data published by the association is, where legally possible, made available as open data, preferably under CC0 or a comparable public-benefit licence.

Art. 3 Non-profit status and dedication of assets

The association pursues neither commercial nor self-help purposes. It pursues no commercial aims and seeks no profit.

All funds of the association are exclusively and irrevocably dedicated to the association’s purpose. Any surpluses shall be used in full for the association’s non-profit purposes.

Distribution to members, founders, board members, staff, or persons close to them is excluded.

Membership grants no claim to exclusive use of the public registry data, preferential treatment in the curation process, or economic special advantages.

Art. 4 Resources

To pursue the association’s purpose, the association has in particular membership fees, donations, voluntary contributions, grants, subsidies, project-related contributions, proceeds from purpose-aligned services, and other lawful income.

Proceeds may be used only to realise the association’s purpose. They may not be used to distribute profit or to favour individual members.

The amount of the membership fees is set by the General Assembly. The Board may propose fee categories and, for important reasons, may waive fees in whole or in part.

Art. 5 Membership

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

The Board decides on the admission of members. It may refuse admission without giving reasons.

Art. 6 Termination and exclusion of membership

Membership terminates by resignation, death for natural persons, dissolution for legal persons, exclusion, or non-payment of due membership fees despite a reminder.

Resignation must be communicated to the Board in writing. It is possible at the end of each fiscal year, unless the Board decides otherwise.

The Board may exclude members who act against the interests of the association, violate the association’s purpose, fail to pay fees despite reminders, or breach essential association rules.

Excluded members may appeal to the General Assembly within 30 days of notification of the exclusion. Until the General Assembly decides, their membership rights are suspended.

Art. 7 Bodies

The bodies of the association are:

the General Assembly;
the Board;
the Auditor or accounts review, where one is elected or required by law.

The Board may set up advisory expert councils, working groups, maintainers, review bodies, or other functions. These are not association bodies within the meaning of these statutes unless the General Assembly decides otherwise.

Art. 8 General Assembly

The General Assembly is the supreme body of the association.

The ordinary General Assembly takes place once a year. It may be held in person, hybrid, or electronically, provided that the identification of participating members and proper decision-making are ensured.

The invitation is issued at least 20 days in advance, stating the agenda.

An extraordinary General Assembly is convened if the Board so decides or if at least one fifth of the members request it in writing, stating the agenda.

Art. 9 Competences of the General Assembly

The General Assembly has, in particular, the following powers:

approval of the minutes of the previous General Assembly, the annual report, and the annual accounts;
discharge of the Board;
election and dismissal of members of the Board and, where provided, of the President;
election and dismissal of the Auditor or accounts review, where one is provided for or required by law;
setting of the membership fees;
approval of the budget, where the General Assembly so requires or a regulation so provides;
resolutions on amendments to the statutes;
resolutions on appeals against exclusions;
resolutions on the dissolution of the association and the use of the liquidation result under Art. 21.

Art. 10 Decision-making in the General Assembly

Each member has one vote.

The General Assembly takes its decisions and conducts elections by a simple majority of the votes cast, unless the law or these statutes provide otherwise. Abstentions are not counted as votes cast.

Amendments to the statutes and the dissolution of the association require a two-thirds majority of the votes cast.

In the event of a tied vote on substantive matters, the President decides with the casting vote. In elections, lot decides, unless the General Assembly resolves on another procedure.

Art. 11 Board

The Board consists of at least three persons.

The term of office is two years. Re-election is possible.

The Board constitutes itself, unless the General Assembly elects individual functions directly.

The Board may delegate tasks to individual Board members, working groups, advisory councils, maintainers, or third parties. Overall responsibility remains with the Board.

Art. 12 Competences of the Board

The Board manages the current affairs of the association and represents the association externally.

It is responsible in particular for implementing the association’s purpose, financial planning and use of funds, admission and exclusion of members, preparation and execution of the General Assembly, the annual report, annual accounts, budget, regulations and guidelines, cooperations, contracts, grant applications, principles for data, publication, and archiving, legal compliance, and safeguarding the conditions for tax exemption.

The Board is responsible for all matters that are not, by law or by these statutes, assigned to another body.

Art. 13 Signing authority

The Board governs signing authority.

As a rule, two persons with signing authority sign collectively. The Board may, for certain transactions, establish single signature, collective signature, or internal authority limits.

For transactions of significant financial or legal scope, a Board resolution is required.

Art. 14 Board meetings and decision-making

The Board meets as often as business requires.

Board meetings may be held in person, hybrid, by telephone, or electronically.

The Board has a quorum when the majority of its members participate. It takes its decisions by simple majority of the participating members. Circular resolutions are admissible, unless any Board member requests oral deliberation.

Resolutions are recorded in minutes.

Art. 15 Volunteer service, expenses, and compensation

Members of the Board serve on a volunteer basis as a matter of principle.

They are entitled to reimbursement of their effective, necessary, and documented expenses and out-of-pocket costs.

Reasonable compensation may be granted for special services, provided that it serves the association’s purpose, is at market rate and proportionate, is budgeted or expressly resolved by the Board, is documented transparently, and does not result in hidden profit distribution or self-dealing.

Affected persons recuse themselves from decisions concerning their own compensation or the compensation of persons close to them.

Details are governed by an expense and compensation regulation.

Art. 16 Conflicts of interest

Board members, members of expert councils, maintainers, and other persons entrusted with decision-making powers disclose any affiliations that may affect the association’s activity.

They recuse themselves in matters that particularly concern themselves, persons close to them, or organizations they represent.

The Board may issue a conflict-of-interest regulation.

Art. 17 Data, openness, and rights

The association publishes the registry data it produces or curates as open data, where legally possible. Access to the public registry data must not be made conditional on association membership.

In its activity, the association respects copyrights, licences, database rights, personality rights, and other third-party rights.

The Board governs details concerning licences, data quality, versioning, archiving, technical access methods, persistent identifiers, rights review, and takedown in regulations or guidelines.

Art. 18 Financial reporting and auditor

The fiscal year corresponds to the calendar year.

The Board keeps accounts appropriate to the scope of the activity. Income, expenditures, purpose-bound funds, donations, grants, reimbursed expenses, and compensation are documented in a comprehensible way.

The annual accounts are submitted to the General Assembly for approval.

The General Assembly may elect an Auditor or one or more persons to perform the accounts review. If a statutory audit obligation applies, the Board ensures the election of a licensed Auditor in accordance with statutory requirements.

Art. 19 Liability

Only the association’s assets are liable for the association’s obligations.

Personal liability of members is excluded.

Art. 20 Regulations

The Board may issue regulations and guidelines, in particular concerning organization, allocation of competences, expenses and compensation, conflicts of interest, data governance, review, rights review, takedown, data protection, information security, and cooperation with partner institutions.

Regulations must not contradict the statutes.

Art. 21 Dissolution

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

Upon dissolution, profits and capital shall be transferred to a legal person tax-exempt on grounds of public benefit, with its registered office in Switzerland and with the same or a similar purpose.

Distribution among members is excluded.

Art. 22 Entry into force

These statutes were adopted at the founding meeting of [date] and enter into force immediately.

Place, date: Zürich, [date]

For the founding meeting:

President: ___________________________

Recording officer: ___________________________