Statutes of the TYPO3 Association

Transcription

1 Translated version The original legal binding version is available only in German due to Swiss law. Statutes of the TYPO3 Association I. Name, Legal Form, Head Office Article 1 Name, legal form An association under the name TYPO3 Association exists in compliance with article 60 ff. of the Swiss Civil Code. Article 2 Head office The TYPO3 Association is based in Baar (ZG) Switzerland. II. Purpose and tasks Article 3 Purpose The TYPO3 Association promotes the project of the free software TYPO3 under the GNU GPL (GNU Public Licence). It serves the TYPO3 community. The TYPO3 Association is a non-profit association in that it provides free software development by third parties to the public. In order to finance the further development, the association raises funds through membership fees and collects donations for development projects. The TYPO3 Association is neutral with respect to politics and religion. Article 4 Tasks The TYPO3 Association has the following tasks in particular: Statutes of the TYPO3 Association Page 1

2 1. Events for the purpose of information and further training; 2. Internal and external communication to spread knowledge and competence for using the system; 3. Sustained, particularly long-term further development of the software project TYPO3; 4. Securing trademark rights in the interests of the TYPO3 community. III. Membership Article 5 Admission New members are admitted immediately and provisionally against a written application by a decision of the associations' board. The final decision on an individual's admission is made in the general assembly. If the association's board declines provisional admission, the applicant can appeal against this decision within 30 days from the receipt to the association's board for the attention of the general assembly. The association's board and the general assembly decide on the application for admittance at their own discretion. They are not obliged to convey the reasons for a rejection. Article 6 Membership categories Only members are authorized to keep the association's logo for demonstrating their membership and support to TYPO3. Besides this limited scope a usage is not allowed. a. Members Natural or legal persons can join the TYPO3 Association b. Honorary members Members, who have made an outstanding contribution to the TYPO3 Association or its objectives, may be elected as honorary lifetime members of the TYPO3 Association. Honorary members are exempted from the obligation to pay subscription fees and are otherwise treated as members. Article 7 Statutes of the TYPO3 Association Page 2

3 Withdrawal The membership can be withdrawn at the end of the membership year with a notice period of two months. Withdrawal must be explained in writing to the association's board. Obligations towards the association for the current membership year must be fulfilled. Furthermore, the membership ends with the dissolution of the legal person or demise of the member. Article 8 Expulsion Members violating the statutes, rules and regulations, resolutions or else seriously contravening the interests of the TYPO3 Association or if after two months from the dispatch of the second written reminder with the threat of expulsion are in arrears with respect to the payment of the membership fees, may be expelled by the association's board by specifying the reasons. The association's board must give the member the opportunity to make a statement prior to passing of the resolution. The expelled member can then appeal against the decision of the association's board within 30 days since dispatch to the association's board for the attention of the general assembly. In this case, the decision of the general assembly is final. IV. Organisation Article 9 Bodies A B C D E F General assembly Association's board (board) Expert Advisory Board Statutory auditors Business Control Comittee Committees A General assembly Article 10 Annual general assembly The general assembly is the body with the highest authority within the association. It is convened by the associations' board and takes place in the Statutes of the TYPO3 Association Page 3

4 first six months. The associations' board invites the members at least 30 days prior to the assembly in writing (also via ) and by specifying the items of the agenda. The term starts from the day following the dispatch of the invitation letter. The invitation letter is considered to be dispatched to the members if it is directed to the last specified address or address of the member of the TYPO3 Association. The chairman of the assembly must announce additions to the agenda items at the beginning of the general assembly. Final decision on the applications for additions to the agenda items for discussion in the general assemblies is taken by the general assembly. Article 11 Extraordinary general assembly The associations' board can convene an extraordinary general assemby anytime. Half the members can demand the convening of an extraordinary general assembly in writing or electronically by specifying the purpose and the reasons. In this case, the association's board must convene the extraordinary general assembly within 3 months from the receipt of such a request. Article 12 Motions by the members Motions to the attention of the general assembly must be submitted to the president at least 14 days prior to the general assembly in writing and accompanied by a justification. Article 13 Business of the general assembly The general assembly specifically deals with the following matters: 1. Minutes of the last general assembly; 2. Annual report of the associations' board; 3. Annual financial statement and reports of the statutory auditors and the business control committee 4. Grant discharge to the association's board, expert advisory board, treasurer, statutory auditors and committees 5. Permanent admittance of members 6. Information on the budget for the current year; 7. Admission fee and annual subscription of the members for the current membership year; 8. Elections of the 8.1 expert advisory board 8.2 statutory auditors 8.3 members of the business control committee 9. Applications of the 9.1 expert advisory board and the association's board Statutes of the TYPO3 Association Page 4

5 9.2 members 10. Program of activities; 11. Amendments to the statutes; 12. Nomination of the honorary members; 13. Complaint against executive bodies, resolution on the appeal against an expulsion or rejection of a provisional admission resolution of the association's board. Article 14 Quorum, electoral procedure, appeal Every general assembly convened according to the statute is competent to pass a resolution. A resolution is passed with a simple majority of the attendant members entitled to vote, unless the statute states otherwise. Participation in the general assembly may also take place without physical presence through electronic transmission ("Internet general assembly"). With the invitation for the general assembly, the associations' board determines whether this type of participation can be offered. An application of a member for electronic participation must reach the association's board minimum 20 days prior to the general assembly. At the venue of the assembly, the association's board must ensure that the votes of the members can be transmitted simultaneously via words and images. Electronic participation in the assembly can be considered valid only if the member can be identified uniquely. Electronically submitted votes are indicated separately in the minutes of the assembly. Instead of a general assembly attended in person, an electronic assembly can be convened at the request of the association's board ("virtual general assembly"). Such an assembly is permissible only if all of its members agree. Generally, the same rules as the Internet general assembly are applicable. Instead of a general assembly attended in person, strike ballots (written majority votes on factual issues) are also allowed. For determining the requisite quorum, in this case only the submitted and valid votes are assessed. Electronic voting is permitted only if the unique identification of the voter is ensured. Two-thirds majority of the attendant members entitled to vote is required for the election of the expert advisory board. For the elections of the auditors and the business control committee, in the first round of election the absolute majority and in the second round the relative majority of the attendant members entitled to vote is effective. In any case, the general assembly decides by open vote, unless it has decided to execute this by secret ballot. Upon application by a member entitled to vote, the same can be decided by one-third majority of the attendant members entitled to vote. In case of an Internet general assembly or a virtual general assembly, the association's board must ensure that the secret ballot takes place electronically. Every member can challenge before the court resolutions that violate the law or Statutes of the TYPO3 Association Page 5

6 the statutes within 30 days from this fact coming to his/her attention. Article 15 Voting power, casting vote of the chairman, drawing of lots in elections Each member has a single vote in the general assembly. A different member can be authorized in writing to exercise the voting right. The authorization for each general assembly must be given separately; a single member must not represent more than 20 other votes. In the event of a tie, the vote of the chairman of the general assembly (president, vice-president or the presiding chairman), in case of elections drawing of lots, decides important issues. Article 16 Passive eligibility for election Dual functions in the board, expert advisory board and the business control committee are ruled out. Per legal person only one person is included in the board, expert advisory board or the business control committee. Persons executing paid jobs for the association are excluded from the passive eligibility for election. B Association's board Article 17 Ranks of the board The board comprises the president, the vice-president, the secretary, the treasurer and two assessors. Article 18 Electoral procedure and tenure Tenure of the board of the association is two years. Re-election is permitted. The president, the vice-president, the secretary, the treasurer and the two assessors are elected by the expert advisory board. Election is by simple majority of the attendant members of the expert advisory board. Only members of the association can be elected as members of the association's board. Office of a member of the association's board terminates upon the lapse of the association membership. In the event of by-elections during the term, the newly elected board member of the association completes the term of the predecessor. In the even years, the president, the secretary and Statutes of the TYPO3 Association Page 6

7 the first assessor, in the odd years, the vice-president, the treasurer and the second assessor, are elected. Article 19 Business of the association's board Within the framework of the law and the statutes, the association's board is responsible for managing the affairs of the association. The association's board is specifically responsible for 1. External representation of the TYPO3 Association; 2. Preparation of the business of the general assembly; 3. Execution of the resolutions of the general assembly; 4. Appointment of committees and individual persons without discretionary authority for specific tasks; 5. Budget request to the expert advisory board 6. Preparing annual financial statement; 7. Resolution on the provisional admission and expulsion of the members; 8. Resolution pertaining to other specific important matters upon request from the association's board. The association's board issues rules of procedure and regulates its tasks and task sharing therein. The association's board drafts an annual report on its activities. Article 20 Convention, minutes Meetings are convened by the president of the association's board as often as business requires. Each member of the association's board can request convening of a meeting. In this case, the meeting must take place within three weeks. The association's board keeps minutes of the resolutions. A summary of the votes in favor is recorded at the instruction of the president or upon request from a member of the association's board. Article 21 Quorum, decision of the president, circular procedure, consultation and decision The association's board shall be quorate if at least four of its board members are present. The chairman can execute the circular procedure. A resolution by correspondence is valid only if all members of the association's board agree unanimously. Members of the association's board shall strive for a consensus on its decisions. The association's board decides by majority of votes of the attendant members of the association's board. In the event of the tie, the president has Statutes of the TYPO3 Association Page 7

8 the casting vote. Voting by secret ballot can take place upon request from a member of the association's board. Every member of the association's board is authorized to put on record a minority opinion. Article 22 Signature rule At least two members of the board's association together have the legally binding authority to sign. The president, if he is unable to attend the meeting, the vice-president together with another board member of the association sign the documents. Article 23 Executive board Usually, the president presides over the association's general assembly as well as the association's board. He monitors the TYPO3 Association activity as part of the resolutions of the general assembly and the association's board. Article 24 Treasurer The treasurer manages the entire accounting and also assets of the TYPO3 Association. As part of his function, he has the authority to sign together with the president, the vice-president or another member of the association's board. C Expert advisory board Article 25 Ranks of the expert advisory board The expert advisory board comprises six members. It organizes itself and elects a chairman from amongst its members. The chairman of the expert advisory board heads the meeting of the expert advisory board. He monitors and coordinates the activity as part of the resolutions of the expert advisory board and his job description. He drafts the annual report for his area. In case of an impediment, the member specified by the chairman of the expert advisory board takes over his function. Article 26 Tenure Statutes of the TYPO3 Association Page 8

9 Tenure of the expert advisory board is two years. Re-election is permitted. The chairman of the expert advisory board is elected by the members of the expert advisory board. Only members of the association can be elected as members of the expert advisory board. Office of the member of the expert advisory board terminates on completion of the membership of the association. In the event of by-elections during the term, the newly elected member of the expert advisory board completes the term of the predecessor. For even years, the first half of the members of the expert advisory board, for the odd years the second half, is elected. Article 27 Business of the expert advisory board Within the framework of the law and the statute, the expert advisory board is responsible for managing the affairs of the association. The expert advisory board is specifically responsible for 1. Strategies of the TYPO3 Association; 2. Election of the association's board and allocation of ranks to the association's board; 3. Budget of the TYPO3 Association: Negotiation (taking into account the poll of the members), preparation, justification and resolution; 4. Information on the annual financial statement; 5. Execution of the resolutions of the general assembly; 6. Definition of the application procedure for project contributions; 7. Checking the contents of the project applications; 8. Checking the approved projects; The expert advisory board issues rules of procedure and regulates its tasks and task sharing therein. Article 28 Convention, minutes Meetings are convened by the chairman of the expert advisory board as often as business requires. Each member of the expert advisory board can request convening of a meeting. In this case, the meeting must take place within three weeks. The expert advisory board keeps minutes of the resolutions. A summary of the votes in favor is recorded at the instruction of the chairman or upon request by a member of the expert advisory board. Article 29 Quorum, decision of the chairman, procedure for circulars, consultation and decision The expert advisory board shall be quorate if minimum two-thirds of all members are present. The chairman of the expert advisory board can execute the circular procedure. A resolution by correspondence is valid only if all Statutes of the TYPO3 Association Page 9

10 members of the expert advisory board are unanimous. The expert advisory board shall strive for a consensus on its decisions. The expert advisory board decides by majority of votes of the attendant members. In the event of a tie, the chairman of the expert advisory board has the casting vote. Voting by secret ballot can take place upon request by a member of the expert advisory board. Every member is authorized to put on record a minority opinion. Article 30 Signature rule Two members of the expert advisory board together have the legally binding authority to sign. The chairman of the expert advisory board must sign together with another member of the expert advisory board. D Statutory auditors Article 31 Continuance, tenure The general assembly shall elect a recognized trust as statutory auditors in accordance with the provisions of the Audit Supervision Act dated 12/16/2005, for a tenure of one year. The association shall entrust the auditor, without legal obligation, with the execution of a limited audit as per the provisions of article c OR. Execution of a limited audit for the subsequent association year can be waived by passing a resolution in the general assembly. The auditors check the accounting records and report to the general assembly in writing. E Business control committee Article 32 Continuance, tenure The business control committee comprises 4 members. Tenure of the expert advisory board is two years. Election is through the general assembly. Re-election is permitted. Only members of the association can be elected as members of the business control committee. Office of the member of the business control committee terminates on completion of the membership of the association. In the event of by-elections during the term, the newly elected member of the business control committee completes the term of Statutes of the TYPO3 Association Page 10

11 the predecessor. In the even years, the first half of the members of the business control committee, in the odd years the second half, is elected. The business control committee can review all project loans for conformity of expenditure with the loan application, achieving the set objectives and costeffective project completion. It shall report quarterly to the expert advisory board and the association's board and annually to the general assembly in writing. The business control committee issues rules of procedure and regulates its tasks and task sharing therein. F Committees Article 33 Committees The expert advisory board and the association's board shall appoint advisory committees or individual persons without discretionary authority for specific tasks. V. Finances Article 34 Fiscal year and membership year The calendar year is considered to be the fiscal year. Deviating from this is the membership year. This is applicable individually for every individual member. It begins with the decision of the association's board on the acceptance of the written membership application. Article 35 Association funds The TYPO3 Association procures its financial resources from: - Admission fees of the members - Annual subscriptions of the members - Income from events - Interest - Donations and other income The admission fees and the annual subscriptions shall be determined by the general assembly. Increase in the fees and subscriptions shall be applicable Statutes of the TYPO3 Association Page 11

12 immediately for all invoices from the date of the increase. In exceptional cases, the association's board may waive the subscriptions in whole or in part. The association's expenses are determined in the budget. The budget indicates the amounts assigned per legal transaction. The budget is prepared and determined by the expert advisory board. Previously, there is a survey (also by electronics means) of the members for the project applications. Budget applications are checked formally by the treasurer. Article 36 Competency credit of the association's board In exceptional cases, the association's board, within the scope of its own responsibilities, may decide maximum 5% budget overruns of the total budget amount. Article 37 Compensation Compensation can be awarded to the members of the board, the expert advisory board and the business control committee. This must be determined in the budget. Article 38 Exclusive liability of the association's assets Only the association's assets are liable for liabilities of the TYPO3 Association. An individual member is only obliged to pay the admission fee and the membership subscription. Article 39 Claim to assets Members who leave or are expelled lose their claim to the association's assets. VI. Final provisions Article 40 Statutory binding The statutes must be handed over to each member. With their admission to the association, all members recognize these statutes and thus agree to comply with the resolutions and directives of the competent association bodies. Statutes of the TYPO3 Association Page 12

13 Article 41 Amendments to the statutes Amendments to the existing statutes can be decided in the general assembly or an extraordinary general assembly. Two-thirds of the attendant members should consent to such resolutions. Article 42 Dissolution of the association In order to dissolve the association, two-thirds of the members of the TYPO3 Association entitled to vote must be present for an extraordinary general assembly duly convened for this purpose. Dissolution takes place if threefourths of the attendant members entitled to vote consent to the same. If two-thirds of the members of the TYPO3 Association entitled to vote are not present, a second extraordinary general assembly must be convened after 30 days. Dissolution takes place if four-fifths of the attendant members entitled to vote consent to the same. Unless decided otherwise in the extraordinary general assembly, the chairman and the treasurer together are the authorized liquidators. On completion of the liquidation, the existing assets go to a non-profit organization specified by the extraordinary general assembly. The existing provisions are applicable if the association is dissolved due to a different reason or loses its legal capacity. Mergers are not considered to be a dissolution of the association. Article 43 Place of jurisdiction Place of jurisdiction for all disputes concerning the membership is the head office of the association. Article 44 Coming into force The statues were approved by the general assembly on DD. month YYYY and came into effect immediately. These replace the statutes dated 10 January 2005 (with amendments dated 10 May, 2010). Basel, 04. February 2012 TYPO3 Association Statutes of the TYPO3 Association Page 13