(Swiss Verein; Zug register; principal base Geneva. This Article locks GRF’s assets to public-benefit purposes (DRR/DRF/DRI), prohibits private inurement, and prescribes lawful dissolution and liquidation. Cross-refs: Arts. 1 (Purpose), 2 (Seat), 3 (Independence), 4 (Membership), 5 (Defs/Precedence; EN controls; FR/DE companions), 6 (Organs), 7 (Representation), 8 (Compensation §§8.1A/8.2A/8.3A), 9 (Authorities), 11 (ECT), 13 (Council System of Record), 14 (Finance & Treasury), 15 (Data/Privacy/Security), 16 (Ethics), 18 (Disputes). Annexes: H (Treasury), N (Conflicts & RPT), T (Data/Model/IP), W (Records), X (Gazette), Z (Continuity/DR). Controlling language: EN.)
20.1 Non-Distribution of Assets (No Private Inurement)
20.1.1 Prohibition
(a) No distributions of net earnings, reserves, or assets shall be made to members, Trustees, Officers, Chairs, staff, donors, or any private person, directly or indirectly.
(b) Permitted payments are limited to: reasonable compensation and reimbursements lawfully due for services actually rendered or expenses actually incurred, in line with §§8.1A/8.2A/8.3A, procurement rules (Art. 14.5), and conflicts walls (Art. 16).
20.1.2 Mission-Locked Use of Assets
All income and assets shall be irrevocably dedicated to GRF’s public-benefit purposes (Art. 1: DRR/DRF/DRI). Surpluses are re-invested in mission delivery, reserves, and continuity (Art. 14.2.3), not distributed.
20.1.3 Membership Dues & Refunds
(a) Institutional and personal dues are non-refundable, unless (i) a governing document or executed contract expressly provides otherwise, or (ii) required by mandatory law.
(b) Pre-payments for specific deliverables may be refunded pro-rata if GRF cancels the deliverable without lawful cause.
20.1.4 Donor/Grant Restrictions
Where restricted funds are exceptionally accepted (Art. 14.0.6), restrictions shall be ring-fenced and observed; no donor-conditioned influence over editorial, programmatic, or procurement decisions is permitted (Art. 3).
20.2 Asset Lock & Charitable Transfer (All-Times & On Wind-Down)
20.2.1 Asset-Lock Covenant (All-Times)
(a) The Asset Lock applies at all times, including mergers, split-offs, or portfolio transfers.
(b) Any Material Action affecting core assets (cash, IP/data, platforms, marks) requires Board approval (Art. 9.1) and CB Clearance (Arts. 9.3, 12) confirming independence, conflicts, and provenance controls.
20.2.2 Permitted Transferees (Public-Benefit Only)
Upon dissolution or where assets are otherwise transferred outside the ordinary course, residual assets may be conveyed only to:
(a) Swiss tax-exempt public-benefit bodies with substantially similar purposes (DRR/DRF/DRI) and non-distribution restrictions; or
(b) Foreign equivalents providing public benefit and asset-lock safeguards demonstrably equivalent to §20.2 (CB Opinion required); or
(c) Nexus Entities party to the ECT (Art. 11) if and only if they meet (a) or (b) and independence is preserved (Art. 3).
Private or member distributions are prohibited.
20.2.3 Restricted & Trust-Like Funds
(a) Restricted balances are used solely for their purposes; if impossible, they are returned to the contributor (where lawfully permissible) or transferred to a qualifying transferee for the same purpose, per donor instrument and CB Clearance.
(b) Fiduciary or agency funds (held for third parties) are excluded from the estate and remitted to beneficiaries.
20.2.4 Orderly Transfer of Intangibles
(a) IP & Data. Mission-critical IP/data/models shall be transferred on non-exclusive, FRAND or open terms consistent with Annex T; core identity/marks remain protected—no co-branding (Art. 3).
(b) Privacy. PII and Sensitive Data are handled per Art. 15.4 (deletion/anonymization/transfer mechanisms).
(c) CSR Archive. The Council Register (CSR) receives a sealed archival deposit (hashes/records) with a neutral custodian; public-interest abstracts may be gazetted (Art. 13).
20.2.5 Mergers, Conversions & Carve-outs
(a) Any merger, conversion, or asset carve-out must preserve the Asset Lock and non-distribution rule.
(b) A Board supermajority (≥2/3) and GA special resolution (§20.3.2) are required; a CB Independence Opinion and, where material, a third-party fairness/public-benefit opinion are filed in the CSR.
20.3 Dissolution Vote & Liquidation Rules
20.3.1 Grounds
Dissolution may occur by:
(a) GA decision under §20.3.2;
(b) Bankruptcy or insolvency proceedings;
(c) Judicial order (illicit purpose/impossibility under Swiss law); or
(d) Other mandatory legal events.
20.3.2 Decision & Thresholds (GA; Board-Proposed)
(a) Dissolution requires a GA special resolution, with quorum per Art. 12.1 (or higher if specified in Standing Orders) and approval by ≥3/4 of votes cast.
(b) The Board proposes dissolution with ≥2/3 vote of Trustees (Art. 9.1); a member petition of ≥20% of voting members may compel the Board to table the motion.
20.3.3 Liquidators; Authority & Duties
(a) The GA appoints at least two independent liquidators (natural or legal persons) and sets their remuneration; conflicts rules apply (Art. 16). If the GA fails to act, the Board or a competent authority may appoint.
(b) Liquidators act under Swiss Civil Code Arts. 60–79 and applicable provisions of the Swiss Code of Obligations/CPC; they:
- prepare an inventory of assets/liabilities;
- publish a call to creditors (SHAB) and notify known creditors;
- realize assets in an orderly, arms-length manner;
- honor lawful priorities and wind-down obligations;
- prepare final accounts and a liquidation report (audited if required);
- propose charitable transfers per §20.2;
- file requisite registry/tax notices and maintain the CSR record.
20.3.4 Order of Payments (Priority)
Subject to mandatory law and valid security interests, proceeds are applied in this order:
- Costs of liquidation (including reasonable liquidator fees, audit, legal);
- Employee entitlements and social insurance (AHV/AVS, etc.);
- Taxes & statutory dues;
- Secured creditors, then unsecured creditors pro-rata;
- Restricted/agency funds (return or purpose-transfer per §20.2.3);
-
Residual assets to qualifying public-benefit transferees (§20.2.2).
Members have no claim to GRF assets.
20.3.5 Contracts, Grants & Programs in Flight
(a) Assignment/novation of contracts to qualifying transferees shall be sought where consistent with public-benefit purpose and counterparty consent; otherwise, orderly termination with minimum harm.
(b) Grants/sub-awards: where feasible, transfer to eligible organizations; else wind down with final reports and reversions per instrument.
20.3.6 Banking, Records & Identity
(a) Banks/custodians receive specimen signatures of liquidators; all other mandates are revoked (Art. 7, Annex G/H).
(b) CSR & Records: liquidators maintain the CSR until closure; final extracts and record schedules (Annex W) are deposited with the designated custodian.
(c) Identity & Platforms: access is restricted to liquidators and required staff; keys are archived/rotated; public websites display a dissolution notice.
20.3.7 Data, IP & Safeguarding
(a) PII: process DSARs; delete/anonymize or lawfully transfer per Art. 15.4.
(b) IP/Models/Data: transfer per §20.2.4; publish non-sensitive methods and documentation where feasible for public interest; no sale of core marks that would imply affiliation (Art. 3).
(c) Safeguarding: ensure PSEA obligations continue through wind-down (Art. 16).
20.3.8 Transparency & Gazette
Key milestones (Board proposal, GA decision, appointment of liquidators, creditor call, final accounts, charitable transfers) are filed in the CSR and summarized in the Council Gazette with lawful redactions (Art. 13).
20.3.9 Residual Immunities & Disputes
(a) Disputes arising from liquidation follow Art. 18 (Swiss law; mediation → Swiss Rules arbitration; seat Geneva; EN).
(b) Sovereign immunities are respected per §18.2.9.
20.3.10 Completion & Striking-Off
Upon approval of final accounts and charitable transfers, the liquidators file for striking-off in the relevant register(s) and lodge the final CSR deposit. The Asset Lock obligations survive until completion of transfers.
20.4 Enforcement & Anti-Avoidance
20.4.1 Voidable Acts
Any act contravening §§20.1–20.2 (e.g., distributions to members/insiders; transfers to non-qualifying entities; donor-conditioned influence) is voidable at GRF’s election and may trigger discipline (Art. 16), clawback, and referral to authorities.
20.4.2 Anti-Circumvention
No restructuring, inter-company transaction, financing, or contractual device may be used to circumvent the Asset Lock. CB shall withhold Clearance where independence or asset-lock integrity is impaired.
20.5 Transitional & Reviews
Within 60 days of adopting this Article, the Board approves (i) an Asset-Lock Implementation Note, (ii) a Charitable Transferee List vetted by CB, and (iii) templates for liquidation notices and CSR deposits. This Article is reviewed every three (3) years or upon material legal change.
Design result: A Swiss-grade, trust-minimized asset regime: no private inurement, assets locked to purpose, public-benefit transfer only, and clean, auditable liquidation—so every franc and artifact continues to serve risk reduction, risk finance, and risk intelligence without fear or favor, even at end-of-life.