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docs(association): finalise the founding documents and limit Board members to expense reimbursement (#123) - #124

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maehr merged 6 commits into
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maehr:docs/123-art-15-honorary-service
Sep 2, 2026
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docs(association): finalise the founding documents and limit Board members to expense reimbursement (#123)#124
maehr merged 6 commits into
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maehr:docs/123-art-15-honorary-service

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@maehr maehr commented Sep 1, 2026

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Important

The founding assembly met on 2 September 2026 and adopted these documents. The signed statutes and founding minutes have been submitted to the Cantonal Tax Office of Zürich.

Closes #123.

Summary

Finalises the association documents after incorporation and aligns Board compensation with the governance model presented to the Cantonal Tax Office.

  • Statutes Art. 15 now permits reimbursement of actual expenses and cash outlays while excluding compensation for special or operational services.
  • The expense and governance regulations are aligned with Art. 15 in German and English.
  • The four German founding documents are no longer marked as working drafts.
  • Statutes Art. 22 records adoption in Zürich on 2 September 2026 and names both signatories.
  • The association index and mission pages record that TextRefs has been founded.
  • The association index records the tax-exemption assurance of 27 August 2026 and submission of the signed statutes and founding minutes.
  • README.md now carries the same current founding and tax-exemption status. The dated June announcement retains its historical wording.

The German documents are legally binding. Each English counterpart remains explicitly marked as a non-binding translation.

Verification

Run under Node 24 on the final staging base containing #102 and #126:

  • npm run verify:fast passes
  • 118 tests pass
  • Astro check reports 0 errors
  • 106 fixture pages build
  • all internal links are valid
  • the only remaining in formation wording is in the dated June announcement

Copilot AI lite review requested due to automatic review settings September 1, 2026 20:31

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🟡 Changes recommended

The updated governance/expense regulation wording excludes “Aufträge/engagements” without qualifying “paid/compensated,” which is inconsistent with earlier “paid engagements” phrasing and may unintentionally broaden the prohibition.

Once you've addressed the issues Copilot identified, you can request another Copilot review.

Pull request overview

This PR updates TextRefs’ association statutes and related regulations to reflect the Zürich tax authority clarification that Board members serve without remuneration and may only be reimbursed for actual expenses, ensuring the German binding text and English convenience translations remain aligned.

Changes:

  • Amend Statutes Art. 15 (DE + EN) to permit expense reimbursement only and exclude compensation for special/operational services.
  • Align the expense and governance regulations (DE + EN) to remove/forbid compensation language and update recusal wording to apply to expenses.
  • Update the “Arbeitsentwurf” dates in the three German documents to 1 September 2026.
File summaries
File Description
src/content/docs/de/association/statutes.md Updates Art. 15 in the legally binding German statutes to expense-only reimbursement.
src/content/docs/association/statutes.md Updates the English statutes translation of Art. 15 to match the German change.
src/content/docs/de/association/expenses.md Removes compensation allowances and scopes recusal/documentation language to expenses in the German expense regulation.
src/content/docs/association/expenses.md Mirrors the expense-regulation updates in the English translation.
src/content/docs/de/association/governance.md Updates German governance principles to exclude compensation and adjust recusal wording to expenses.
src/content/docs/association/governance.md Mirrors the governance-regulation updates in the English translation.
Review details
  • Files reviewed: 6/6 changed files
  • Comments generated: 4
  • Review effort level: Lite

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Comment thread src/content/docs/association/expenses.md
Comment on lines +306 to +308
4. Compensation for special or operational services is excluded.
5. Affected persons recuse themselves from decisions on their own expenses.
6. Engagements of Board members or of persons close to them are excluded.
Comment thread src/content/docs/de/association/expenses.md
Comment thread src/content/docs/de/association/governance.md
@maehr maehr changed the title docs(association): limit Board members to expense reimbursement (#123) docs(association): finalise the founding documents and limit Board members to expense reimbursement (#123) Sep 1, 2026
maehr and others added 6 commits September 2, 2026 19:51
…refs#123)

The Cantonal Tax Office of Zürich objected that Art. 15 was broader than
the governance model presented in the tax-exemption application. Amend
Art. 15 so that Board members serve in an honorary capacity, claim only
effective expenses and cash outlays, and receive no compensation for
special or operational services.

Art. 20 requires that regulations do not contradict the statutes.
Therefore align the expense regulation and the governance regulation in
both languages with the amended article.

Closes textrefs#123

Co-Authored-By: Claude Opus 5 <noreply@anthropic.com>
Claude-Session: https://claude.ai/code/session_01JjkvMC8utk7nEWYNGe4azL
The founding documents are signed on 2 September 2026. Move the
Arbeitsfassung date in the three German documents to that date.

Co-Authored-By: Claude Opus 5 <noreply@anthropic.com>
Claude-Session: https://claude.ai/code/session_01JjkvMC8utk7nEWYNGe4azL
The founding documents are signed on 2 September 2026. Remove the
Arbeitsentwurf aside from the four German documents, because the texts
are no longer working versions under legal reservation.

Set the adoption date and the place-and-date line in Art. 22 of the
statutes, and name the president above the signature line. ZGB Art. 60
requires the statutes in written form, and the cantonal tax office asked
for the signed statutes.

Drop "in Gründung befindlich" and "in formation" from the association
index and the mission, in both languages.

Co-Authored-By: Claude Opus 5 <noreply@anthropic.com>
Claude-Session: https://claude.ai/code/session_01JjkvMC8utk7nEWYNGe4azL
Name the president and the recording officer above the signature lines
of the statutes, in both languages. The cantonal tax office asked for
the signed statutes and the signed founding minutes.

Co-Authored-By: Claude Opus 5 <noreply@anthropic.com>
Claude-Session: https://claude.ai/code/session_01JjkvMC8utk7nEWYNGe4azL
The Cantonal Tax Office of Zürich assured the association of tax
exemption on 27 August 2026. State the assurance and its condition on
both association index pages.

Keep the note that donations become deductible only after the legally
binding decision. An assurance is not a rechtskräftige Verfügung.

Co-Authored-By: Claude Opus 5 <noreply@anthropic.com>
Claude-Session: https://claude.ai/code/session_01JjkvMC8utk7nEWYNGe4azL
The founding assembly meets on 2 September 2026, and the association
submits the signed statutes and the founding minutes on the same day.
State both in the simple past on the two index pages.

Co-Authored-By: Claude Opus 5 <noreply@anthropic.com>
Claude-Session: https://claude.ai/code/session_01JjkvMC8utk7nEWYNGe4azL
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2 participants