Genossenschaft SPIU
CHE-xxx.yyy.zzz

# Statutes of the SPIU Cooperative

with registered office in Köniz near Bern

## I. Foundation
### Art. 1 – Legal Form and Registered Office
The **Swiss Public Inference Utility Cooperative** (SPIU Cooperative, or simply SPIU) is a cooperative pursuant to
these statutes and the provisions of Articles 828 et seq. of the Swiss Code of Obligations, with its registered office at Könizstrasse 298, 3098 Köniz.

### Art. 2 – Purpose

To build a platform for personal performance data and thereby
- protect
- defend (their rights against all third parties)
- financially involve the cooperative members.

tl;dr

1. The cooperative aims, in a non-profit manner,

to operate a secure collaboration platform (hereinafter "SPIU Platform") for initiating, managing, and sharing interactions with public agents based on LLM technology, and to make it available to external service providers;

to make the SPIU Platform available to natural persons (members and third parties) who participate in the platform as "users";

to promote broad cooperative membership among users and to enable them, as cooperative members, to pursue their common interests;

to safeguard the collective interests of the users by using their personal data, with their consent, as a shared resource. This is done by building an IT infrastructure that enables users to accept third-party requests for analysis of their personal data and to give explicit and informed consent to the secondary use of their personal data by third parties, resulting in financial compensation for the cooperative;

to promote, through the SPIU Platform, the development of an innovative ecosystem in which third parties can offer services based on the data hosted on the platform;

to support research projects and other initiatives aimed at creating a fair digital society and promoting digital self-determination of the population;

to use the scientific results gained from the secondary use of personal data and the income resulting from such secondary use within the scope of the purposes mentioned above;

to serve as a data refuge in emergencies when other members or users are attacked or compromised.

3. It defends the data rights of its members against third parties and grants access to data only in anonymized form so that the rights, security, and privacy of the members are preserved.

4. The cooperative aims to achieve a positive impact on society and the environment in its operational and commercial activities.

5. The cooperative may carry out all activities directly or indirectly related to its purpose.

6. The cooperative may support the founding of cooperatives with the same purpose in Switzerland and abroad and may join with them to form an alliance of cooperatives.

7. The cooperative may establish subsidiaries in Switzerland and abroad, participate in other companies in Switzerland and abroad, and acquire, hold, and sell real estate.

### Art. 3 – Platform Access and Services

Cooperative members and non-members may participate as users on the SPIU Platform and use the associated services.

Use of the SPIU Platform and its associated services may be subject to fees.

### Art. 4 – Users’ Authority Over Their Personal Data

Each user individually controls their personal data stored on the SPIU Platform with respect to the cooperative.

Users collectively control the sharing of their personal data (or specific subsets thereof) via the SPIU Platform with third parties. The right to abstain from participating in projects with third parties is preserved.

Users have the right to export their personal data from the SPIU Platform in a documented data format.

Users have the right to delete their personal data from the platform.

Users have the right to close their account.

For exceptional situations (hacking attacks, liquidation, sale), specific data guidelines will be developed and enacted.

### Art. 5 – Nature of Data Exchange

Third-party access to a user’s personal data (or specific subsets thereof) requires their explicit and informed consent.

This applies to access in original, encrypted (linked to a specific person through a key), and anonymized (traceable to a specific person only with disproportionate effort) form.
Use of the data by third parties is reviewed by the cooperative’s Ethics Council.

The cooperative strives to ensure that user data does not leave the SPIU Platform, or that data is not duplicated by third parties in a way that prevents the cooperative from protecting it.

The cooperative does not provide services that would allow users to sell access to their personal data for individual compensation. Users and members have no right to misuse the SPIU Platform in this regard.
This avoids ethically problematic individual financial incentives.

### Art. 6 – Use of Net Profit

Net profit shall primarily be used to improve the quality and quantity of services offered with and through the SPIU Platform, to ensure financial sustainability, and to pursue the cooperative’s non-profit purposes pursuant to Art. 2.

The cooperative may distribute dividends. For this purpose, a reserve fund of a maximum of 10% per year is created. It must amount to at least 50% of the cooperative capital before the first dividend distribution takes place.

## II. Cooperative Shares and Liability

### Art. 7 – Cooperative Shares

1. The cooperative issues shares with a nominal value of CHF 50.00 (fifty Swiss francs).

2. Each member must subscribe to 2 shares in the first year and one additional share in each following year.
A member may acquire a maximum of 5 shares per year.
The shares are non-interest-bearing.

### Art. 8 – Premiums

We are currently examining possible reward mechanisms for participation in the data cooperative. Once the members and the board agree on a token that can be used to assess contributions and other forms of participation, this system will be codified here.

### Art. 9 – Liability

Only the cooperative’s assets are liable for the cooperative’s obligations. Any obligation to make additional contributions or personal liability of the members is excluded.

## III. Membership

### Art. 10 – Admission Requirements and Acquisition
1. Any natural person who fulfills the following admission requirements may become a cooperative member:

a personally signed membership application (including PDF), which must include acceptance of the statutes;

payment of two cooperative shares with a nominal value of CHF 50.00 each, i.e. a total of CHF 100.00;

at least seven validated days of performance data per calendar year. These days must include activities outside the place of residence or workplace.

2. Admission as a member is decided definitively by the board. The board may reject an application without justification. In exceptional cases, the board may grant membership to persons residing outside Switzerland.

3. The SPIU Cooperative may also establish virtual cooperatives for other countries. Once they reach a certain size, these can be converted into national cooperatives.

4. Membership in the cooperative is not required to open a user account.

### Art. 11 – Member Register

1. The cooperative keeps a register of members. Only those entered in the register are recognized as members.

2. The register is published and accessible to the members.

### Art. 12 – Termination of Membership in the SPIU Cooperative

1. Membership ends through:

voluntary resignation;

expulsion;

death of the member.

2. Voluntary resignation.
Resignation may be declared at the end of a year, subject to three months’ notice.

3. Expulsion

Members who no longer meet the admission requirements, violate the statutes or other regulations of the cooperative, or otherwise act contrary to the cooperative’s interests may be expelled.

The board decides on expulsions; the expelled member has a right of appeal to the next general assembly within 30 days. The expulsion takes immediate effect.

4. Claims of resigned and expelled members.
Resigned and expelled members have no claim to reimbursement of the value of their paid-in shares or any other compensation.

## IV. Governing Bodies

The governing bodies of the cooperative are:

## A. The General Assembly

### Art. 13 – The General Assembly

1. The General Assembly is the supreme governing body of the cooperative.
Its powers include:

adopting and amending the statutes;

electing and removing members of the board, the auditor, and the Ethics Council;

approving the annual financial statements, the management report, and deciding on the use of net profit and reserve fund;

granting discharge to members of the board;

deciding on dissolution or merger of the cooperative;

deciding on appeals by expelled members;

deciding all matters reserved to it by law or the statutes or assigned to it by the board.

### Art. 14 – Convening and Agenda

1. The ordinary General Assembly is held annually within six months after the end of the fiscal year; extraordinary assemblies are convened as needed.

2. The General Assembly must be convened at least 20 days before the meeting date by email or public announcement on the cooperative’s website. The board convenes the meeting; if necessary, the auditor may do so. Liquidators also have the right to convene.

3. Extraordinary General Assemblies must be convened if a prior assembly, the board, the Ethics Council, the auditor, the liquidators, or 10% of members request it. If the cooperative has fewer than 30 members, at least three members must request it.
The request must be submitted in writing, stating the agenda items and motions.
The board convenes the extraordinary assembly within 8 weeks of receiving the request.

4. The notice of meeting must specify the agenda items and motions submitted by the board or by members requesting the assembly.

5. For ordinary assemblies, the management report and annual financial statements, including the audit report, must be published on the cooperative’s website 20 days before the meeting.

6. Motions to place items on the agenda and nominations for elections must be submitted to the board electronically or by registered mail at least 10 days before the meeting. Members will be informed of submitted motions by email or website.

### Art. 15 – Chair and Minutes

1. The General Assembly is chaired by the President of the board, or, if prevented, by the Vice President. If both are absent, the assembly elects a chairperson for the day.

2. The chairperson designates the minute-taker and vote counters.

3. The minutes must be signed by the chairperson and the minute-taker and approved at the next General Assembly. Members have the right to inspect the minutes at the cooperative’s registered office within three months after approval.

### Art. 16 – Voting Rights

1. Each cooperative member has one vote in the General Assembly.

2. A member who cannot attend may be represented by another member with written authorization. No member may represent more than one other member.

### Art. 17 – Resolutions

1. Unless otherwise specified by law or the statutes, resolutions and elections require a qualified majority (67%) of the votes cast.

2. Dissolution, merger, or amendment of the statutes also require a qualified majority of 67% of votes cast.

3. Votes and elections are held openly unless the chair orders a written vote or at least 10% of present or represented members request it.

4. If the result of an open vote is unclear, the chair may order a written vote; in this case, only the written result counts.

5. Voting may also be conducted electronically.

### Art. 18 – Written Ballot

1. If the cooperative exceeds 300 members or if the majority of members are cooperatives, written ballot may replace General Assembly resolutions in accordance with Art. 880 CO.

## B. The Board

### Art. 19 – Board Members

1. The board consists of at least three members. All board members must be members of the cooperative.

2. The board constitutes itself. It appoints its President and Vice President.

### Art. 20 – Term of Office

1. The regular term of office for a board member is 2 years. Re-election is permitted.

2. The maximum term of office is 12 years. Re-election is permitted, but not earlier than 2 years after resignation.

### Art. 21 – Duties and Powers

1. The board is responsible for all matters not reserved to another body by law or these statutes.

2. In particular, the board handles the following non-delegable duties and powers:

overall management of the cooperative and issuing necessary directives;

establishing the organizational structure;

setting the conditions for value creation from secondary use of users’ data (with their consent per Art. 4 and 5);

preparing and adjusting the annual budgets;

designing accounting, financial control, and financial planning systems;

preparing General Assembly business and implementing its resolutions;

appointing and dismissing persons entrusted with management and representation;

supervising persons entrusted with management and representation, particularly regarding compliance with laws, statutes, and regulations;

expelling members and ensuring proper maintenance of the member register;

handling appeals against management decisions and deciding on recommendations of the Ethics Council;

delegating management and representation.

3. The board may delegate management or parts thereof, as well as representation, to one or more persons, board members, or third parties who need not be cooperative members. It may issue organizational regulations and arrange corresponding contracts.

4. These regulations define management, required roles, responsibilities, and reporting structures.

5. Where management is not delegated, it is exercised collectively by all board members.

6. The board designates persons authorized to represent the cooperative and specifies their signing authority.

### Art. 22 – Meetings

1. The board meets as often as required by the cooperative’s business, but at least four times per year.

2. The President convenes meetings, prepares the agenda, and chairs them. The President may delegate tasks to the Vice President.

3. Any board member may request a meeting, stating the reasons. If the request is not fulfilled within 14 days, the requesting member may convene the meeting independently.

### Art. 23 – Quorum and Resolutions

1. The board has a quorum when a majority of its members are present.

2. Resolutions and elections require an absolute majority of votes of members present; representation by proxy is not allowed. In the event of a tie, the chair has the casting vote.

3. Meetings may be held in person, by telephone, or via video conference.

4. Resolutions may be passed without a meeting by written consent (circular resolution), unless a member requests oral deliberation. Circular resolutions may be adopted by email with a qualified electronic signature as per Art. 14(2bis) CO.

5. Minutes must be taken and signed by the chair and minute-taker.

## C. Ethics Council

### Art. 24 – Election and Constitution

1. The Ethics Council, also Data Ethics Council, consists of three to seven members elected by the General Assembly. Members of the Ethics Council may not simultaneously serve on the board.

2. The Ethics Council constitutes itself and appoints its President.

### Art. 25 – Term of Office

1. The regular term of office for a member of the Ethics Council is 2 years. Re-election is permitted.

2. The maximum term of office is 12 years. Re-election is permitted, but not earlier than 2 years after resignation.

### Art. 26 – Duties and Powers

1. The Ethics Council assesses the ethical quality of services and research projects and issues recommendations to the board based on these assessments.

2. The Ethics Council has the authority to convene an extraordinary General Assembly.

### Art. 27 – Meetings and Agenda

1. Ordinary meetings are convened by the Ethics Council itself or by the board, at least ten days in advance. Decisions must be communicated to the board within ten days.

2. Extraordinary meetings may be convened by at least two members of the Ethics Council. They must be held within eight weeks of the request. Members convening the meeting must justify the request in writing or electronically and specify agenda items.

3. Meetings may be convened by email and held in person, by telephone, or via video conference.

### Art. 28 – Resolutions

1. The Ethics Council should strive for unanimity; if unattainable, decisions are made with a qualified majority of 67%. Decisions under Art. 26 must be clearly justified. If decisions are not unanimous, both majority and minority opinions should be presented.

2. Circular resolutions are permitted under the same conditions as in the board (qualified electronic signature, unless a member requests oral deliberation).

## D. Auditor

An audit is waived in the first year and until cooperative capital reaches at least CHF 100,000.

### Art. 29 – Auditor

1. The General Assembly elects a licensed auditor in accordance with the Audit Oversight Act. Independence is governed by Art. 906(1) CO in conjunction with Art. 729 CO; duties follow Art. 906(1) CO in conjunction with Art. 729a et seq. CO.

2. One or more natural or legal persons or partnerships (general or limited partnerships) may serve as auditors. At least one auditor must have residence, registered office, or a registered branch in Switzerland.

3. The auditor is elected for one fiscal year. The term ends with acceptance of the last annual financial statement. Re-election is possible. The auditor may be removed at any time with immediate effect.

## E. Working Groups

### Art. 30 – Working Groups

1. Working groups consist of three to seven members appointed by the board for specific topics such as communication, fundraising, etc. They may be dissolved when no longer needed.

2. Working groups constitute themselves and appoint their President.

### Art. 31 – Term of Office

1. The regular term of office for a working group member is 2 years, subject to dissolution by the board. Re-election is permitted.

2. The maximum term of office is 12 years. Re-election is permitted, but not earlier than 2 years after resignation.

### Art. 32 – Duties and Powers

1. Working groups provide specific services related to the topics for which they were established. They consist of members with the relevant expertise or develop such expertise if not initially available.

2. Working groups prepare a proposal with goals and timelines, which must be approved by the board.

3. Working groups and the board coordinate periodically.

### Art. 33 – Meetings

Working groups organize themselves. Generally, the goals and timelines agreed upon with the board apply.

## V. Accounting

### Art. 34 – Fiscal Year and Accounting

1. The board determines the beginning and end of the fiscal year.

2. The annual financial statements, consisting of income statement, balance sheet, and notes, must be prepared in accordance with the Swiss Code of Obligations, particularly Art. 957 et seq. CO, and the principles of proper accounting.

## VI. Dissolution and Liquidation

### Art. 35 – Dissolution and Liquidation

1. Dissolution of the cooperative or resolutions equivalent to dissolution require a qualified majority of 67% of votes cast.

2. After settlement of its debts, the assets of the dissolved cooperative shall be transferred to another non-profit institution with a similar purpose.

3. Cooperative members have no claim to the cooperative’s assets.

4. All user data will be deleted from the SPIU Platform. Users will be invited to exercise their right to data export pursuant to Art. 4 within a reasonable period.

## VII. Notifications

### Art. 36 – Communications and Announcements

1. Communications to members shall be sent by letter (without registered mail) or email to the last known address.

2. The official publication organ of the cooperative is the Swiss Official Gazette of Commerce.