Under the name «bitmark Association», there is an association in accordance with Art. 60 et seq. of the Swiss Civil Code with seat in Zurich, Switzerland. The association has a charitable character, is politically and religiously neutral and not for profit. The organs are active on an honorary basis.

The objects of the association are

- promotion of the development and dissemination of the bitmark standard;

- promotion of the development of software which serves to prepare, make accessible or use learning content in the bitmark format («bitmark software»);

- ensuring unrestricted and permanent public access to the bitmark standard as well as to the bitmark software developed by the association.

In order to achieve the objects of the association, the association has the following duties in particular:

1. Development of the bitmark standard according to the needs of the association members and beneficiaries of the bitmark standard;

2. Operation of a web portal for the purpose of publishing the bitmark standard and the corresponding documentation;

3. Development of the bitmark software in accordance with clause 4 of the articles of association;

4. Publishing the source code of the bitmark software developed by the association;

5. Administration, determination and publication of a roadmap for the development of the bitmark standard and the bitmark software in coordination with the members of the association;

6. Organization of conferences, trainings and other events;

7. Providing support and consulting services for the development of bitmark software by members of the association and third parties;

8. Providing and procuring support and consulting services for the integration of bitmark software into own software and websites/web portals of association members and third parties;

9. Review and certification of bitmark software.

bitmark software developed by the association must be made available to all members on a permanent basis under at least one common open source license and one proprietary license. The Committee decides on the possible offer of proprietary licenses to non-members.

The use of bitmark software under an open source license is free of charge. Proprietary licenses are offered at market prices; discounts for members or certain categories of members are permissible.

A change of this provision is only possible with the agreement of all members of the association (unanimity).

The means of the association to pursue the objectives of the association consist of membership fees, license revenues, income from support and consulting, certifications, conferences, training and other events as well as donations and allowances of all kinds.

The association year corresponds to the calendar year.

Members of the association can be natural persons, partnerships and legal entities with professional ties to educational topics (publishers, schools, EdTech companies, etc.) or to the bitmark standard. Application for membership must be made to the committee, which will make the final decision on admission.

The membership expires by resignation or exclusion.

Resignation from the association is possible at any time. It is automatic in the event of death (natural persons) or dissolution (legal entities). The committee may exclude a member who is detrimental to the interests of the association.

In case of resignation during the year, the full membership fee for the whole year is payable. In case of exclusion, only the pro rata membership fee is due.

Resigned or excluded members have no claim on the assets of the association.

The governing bodies of the association are:

the general meeting;

the committee;

the auditor.

The general meeting is the supreme governing body of the association. It has the following competences:

Passing resolutions on amendments to the articles of associations;

Approval of the annual accounts;

Resolutions on the discharge of the members of the committee;

Resolutions on the complete dismissal of the committee;

Election of the members of the committee after the complete dismissal of the committee;

Election of the auditors;

Resolution on the transfer of the seat;

Resolution on the dissolution of the association.

In addition, the general meeting passes resolutions on all matters which are reserved for it by law or the articles of association or which are presented by the committee.

All members have the same voting rights at the general meeting.

If these articles of association or the law do not require a different quorum, resolutions are passed by a simple majority. In case of a tie, the chairman has the casting vote.

A resolution which receives at least three quarters of all votes is required for:

the complete dismissal of the committee;

a transfer of the seat of the association;

the dissolution of the association.

Each member of the association may be represented at the general association by another member of the association by means of a written power of attorney.

The written consent of all members to a proposal is equivalent to a resolution of the general meeting.

The articles of association can only be changed by the general meeting with a majority of all votes.

Provisions that stipulate a higher qualified majority for the adoption of certain resolutions can only be amended by the relevant qualified majority.

The general meeting is convened by the president upon resolution of the committee. It must also be convened if one fifth of the members request it in writing.

The ordinary general meeting shall be held annually, no later than six months after the end of the association year.

A general meeting shall be convened at least ten days in advance, stating the items on the agenda.

The committee consists of a maximum of seven persons. It constitutes itself.

The committee meets as often as business requires. It is convened by the president.

The committee is quorate if at least half of its members are present. The president may allow participation by telephone or video conference. The resolutions are made by majority of votes cast. The president has a casting vote. The participation in votes relating to oneself (re-election or dismissals) is permitted.

The committee conducts the current business and represents the association externally. It may employ staff for the association and commission third parties.

The further competences of the executive committee include in particular:

Preparation of the general meeting;

Execution of the resolutions of the general meeting;

Definition of membership categories and membership fees;

Admission and exclusion of association members and appointment and dismissal of committee members;

Preparation of the budget and annual accounts;

Administration of the association's assets.

In addition, the committee is entitled to all other powers which are not expressly reserved by law or the articles of association for another body of the association.

The members of the committee are elected for a term of three years. If a member resigns from the committee before the end of his or her term of office, the president may appoint a substitute member for the remaining term of office.

The committee is active on an honorary basis. The members are entitled to reimbursement of the effective expenses. Payment of a tax-recognised lump sum for expenses is permissible.

The committee represents the association externally and determines the signatory powers.

The general meeting elects a natural or legal person as auditor for a period of three years. The auditor audits the annual accounts and reports to the ordinary general meeting on the results of the audit. If all members of the association agree, the election of an auditor can be waived.

Only the association's assets are liable for the association's liabilities. A personal liability of the members is excluded.

If the general meeting decides to dissolve the association, the liquidation shall be carried out by the committee, unless the general meeting appoints special liquidators. In the event of dissolution of the association, the assets of the association shall be transferred to a charitable institution domiciled in Switzerland. This provision is irrevocable.

These articles of association were adopted at the founding meeting on 18 November 2019 and came into force on that date.

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Version June 2020