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Add Mageia.Org constitution (original French, translated English) for reference.

Formatted in MarkDown, copies of the docs as they were written
back in September 2010 and registered in France.

Imported from soft/constitution where it was previously stored (r3423).

1 rda 2 > This is a translation of the statutes of the association Mageia.Org.
2     > Since the association was registered in France, those were written in French.
3     > As a result, this translation is purely for information and transparency,
4     > the legal document being the French version.
5     > You can access the original French version from either
6     >
7     > * http://www.mageia.org/fr/about/statutes/
8     > * svn://svn.mageia.org/svn/soft/statutes/
9     >
10    
11     Association under the (French) Law of Associations of 1901
12    
13     # Mageia.Org
14    
15     8B rue de la Terrasse 75017 Paris France
16    
17     ## Statutes
18    
19     The undersigned:
20    
21     * Anne Nicolas,
22     * Arnaud Patard,
23     * Damien Lallement,
24     * Nicolas Vigier,
25     * Olivier Blin,
26     * Romain d'Alverny,
27     * Séverine Wiltgen,
28     * Frédéric Cuif,
29     * Olivier Méjean,
30     * Colin Guthrie,
31     * Thomas Backlund,
32     * Anssi Hannula,
33     * Raphaël Gertz,
34     * Jérôme Quelin,
35     * Wolfgang Bornath,
36     * Josep L. Guallar-Estevem,
37     * Michael Scherer,
38    
39     founding members - wish to constitute an association subject to the Law of 1st July 1901.
40    
41    
42     ## Article 1 - Constitution
43    
44     A voluntary association governed by the French law of July 1, 1901
45     and the French decree of August 16, 1901, is hereby constituted between
46     the undersigned and any individual adhering to the present statutes.
47    
48    
49     ## Article 2 - Denomination
50    
51     The association takes the following name: Mageia.Org.
52    
53     ## Article 3 - Purpose
54    
55     The association is an information-technology and cultural association
56     on a non-profit basis governed by the terms of the French Law of Associations of 1901.
57    
58     The purpose of this association is:
59    
60     * to organise, develop and promote the free (libre) operating system Mageia,
61     it's derivatives and related free software projects;
62     * to coordinate the communities surrounding these projects.
63    
64     ## Article 4 - Registered office
65    
66     The registered office of the association is in Paris, France:
67    
68     Mageia.Org
69     8B rue de la Terrasse
70     75017 Paris
71     France
72    
73     The registered office might be transferred at any time by simple resolution of the Board.
74    
75     The activities of the association may be exercised in any place outside of it's offices.
76    
77     ## Article 5 - Duration
78    
79     The duration of the association is unlimited, counting from the signature of the statutes.
80    
81     The financial year runs from January 1 to December 31.
82    
83     ## Article 6 - Composition of the association
84    
85     The association is composed of:
86    
87     * founding members,
88     * honorary members,
89     * benefactor members,
90     * donor members,
91     * active members.
92    
93     Founding members are the actual people who instigated the founding of the association.
94    
95     The distinction of honoroary member may be given by the general assembly
96     to individuals who render or have rendered significant services to the association.
97     This title confers on those who have obtained it the right to participate
98     in the general assembly without having to pay any financial contribution.
99     They participate in general assemblies only with consultative vote and are not eligible.
100    
101     Benefactor members are the people who pay an annual subscription fixed
102     each year by the administrative council. They participate to the general
103     assemblies only with consultative vote and are not eligible.
104    
105     Donor members are the people who donate punctually.
106     They do not participate in general assemblies and are not eligible.
107    
108     Active members are the people chosen by the administrative council,
109     after proposition and sponsorship by another active member.
110     They are people involved in the life of the association,
111     either by their benevolent activity or by exercising a function in the association.
112     They participate in the general assembly with deliberative vote and are eligible.
113    
114     The founding members are members active in founding the association.
115    
116     If an active member has not participated or has not been represented
117     in the last two general assemblies, he becomes a //de facto// honorary member.
118    
119    
120     ## Article 7 - Loosing the qualification of member
121    
122     The qualification of membership is lost as a result of:
123    
124     * sending a letter addressed to the President;
125     * decease;
126     * exclusion pronounced by the Board of Directors due to non-payment
127     of the contribution or an offence harmful to the moral and material
128     interests of the association after having been been invited,
129     by registered mail, to present themselves before the Board of Directors
130     in order to provide an explanation.
131     * being struck by the Board of Directors for serious reasons.
132    
133     ## Article 8 - Board of directors
134    
135     The association is run by a Board of Directors made up of at least 6 members
136     and no more than 12 members, designated by the general assembly
137     and are chosen from among the active members.
138    
139     The members of the board of directors are elected for three years,
140     renewable each year by one third.
141    
142     Afterwards, they are re-elegible.
143    
144     The number of the renewable members equals the third of the Board
145     of Director's members for the actual year, rounded down to the nearest number
146     (in case they are less than 12) with a minimum equal to the number
147     of the resigning members. The selected members are the first in order
148     as resigning members, next the ones whose last election to the board
149     of directors is the oldest. In case of equal election dates, then the one
150     or those whose membership of the association is the oldest will be kept on.
151    
152     In case of vacancies the board of directors provisionally provides
153     replacement of its members. Their definite replacement will be provided
154     for at the next general meeting. The powers of the members so elected come
155     to an end on the date when the mandate of the replaced members would have ended.
156    
157     The first board of directors is only made up of the executive committee
158     members and will be completed without consultation by co-optation.
159    
160     Each board member, who has not attended three consecutive meetings
161     without having been excused, may be considered as resigning.
162    
163     ## Article 9 - Executive committee
164    
165     The board of directors chooses an executive committee by secret ballot
166     from amongst its members and made up of:
167    
168     * a chairman,
169     * a secretary,
170     * a treasurer.
171    
172     The executive committee is renewed every three years, members are re-elegible.
173    
174     The first executive committee is made up of:
175    
176     * Anne Nicolas, born on 18th February 1971 at Maisons-Lafittes (78),
177     French nationality: chairwoman ;
178     * Damien Lallement, born on 21st May 1980 at Lille (59),
179     French nationality: treasurer ;
180     * Arnaud Patard, born on 26th January 1980 at Harfleur (76),
181     French nationality: secretary.
182    
183     ## Article 10 - Duties of the Executive committee members
184    
185     ### 10.1 - The chairman calls the meeting of the Board of Directors.
186    
187     He represents the association for all functions in social life
188     and holds all powers needed to that effect.
189    
190     He is qualified to appear in court as defendant on behalf of the association
191     and as plaintiff with the Board of Director's authorisation by simple majority rule.
192    
193     He can appeal under the same conditions.
194    
195     He can only compromise with the executive committee's authorization
196     by the simple majority.
197    
198     He presides all assemblies. In case of absence or illness, he is replaced
199     by the vice-chairman or, if not available, by the senior member of the Board
200     of Directors and in case of equality by the oldest.
201    
202     ### 10.2 - The secretary general is in charge of everything relating to the correspondence as well as the records of the association.
203    
204     He writes the minutes of the assemblies and boards of director's meetings,
205     and in general, anything in writing about the functioning of the association,
206     with the exception of it's accounting.
207    
208     He is in charge of the special register provided by article 5 of the Law of 1st July 1901,
209     and the articles 6 and 31 of the Decree of 16th August 1901.
210     He ensures the execution of the formalities stipulated in those articles.
211    
212     ### 10.3 - The treasurer is in charge of all that is related to the administration of the assets of the association.
213    
214     Under the supervision of the chairman, he effects any payments
215     and receives any sums owed to the association.
216    
217     He is responsible for the accounting of all operations he carries out
218     and which he reports to the annual general meeting,
219     which in turn approves his administration as far as required.
220    
221     ## Article 11 - Meeting of the Board of Directors
222    
223     The board of directors meets when convoked by it's chairman:
224     at least once every 6 months or at the request of a quarter of it's members.
225    
226     The board of directors can hold valid meetings by teleconference
227     or by authenticated IRC (Internet Relay Chat).
228    
229     The presence of half of the members of the board of directors is required
230     in order that the deliberations be valid.
231    
232     Decisions are taken with the majority of the recorded votes.
233    
234     In case of equality of the votes, the chairman has a decisive vote.
235    
236     Minutes of the meetings are recorded.
237    
238     The minutes are signed by the chairman and the treasurer. They are written
239     without gaps or alterations on numbered sheets and kept at the registered
240     office of the association.
241    
242     The board of directors is invested with the largest powers to execute
243     or to entitle all deeds or operations which meet the association's purposes
244     and that are not reserved to the general assembly.
245    
246     It convokes the general assembly.
247    
248     It oversees the executive committee members' administration and may ask them
249     for an accounting of their deeds.
250    
251     It decides on the admission or expulsion of the association's members.
252    
253     It entitles the chairman and the treasurer to make any purchase, transfers
254     or rentals necessary for the functioning of the association.
255    
256     In addition, the members of the board of directors may get a refund
257     on their expenses.
258    
259     The deliberations of the Board of Directors about property acquisitions,
260     exchanges and transferrals necessary for the purposes of the association,
261     taking on of mortgages on those properties, leases exceeding nine years,
262     transferrals of possession and loans must be approved by the general assembly.
263    
264     ## Article 12 - Ordinary general assembly meeting
265    
266     The general assembly meeting is composed of the founding members,
267     the active members, the honorary members and the benefactor members
268     of the association, upto date with their subscription dues.
269    
270     It meets at least once a year, at the latest six months after closing
271     of the accounting year and each time when it is convoked by the board
272     of directors, or at request of at least a quarter of it's members.
273    
274     For each meeting, the convocations must be sent 10 days in advance
275     and contain its agenda. The calls are sent by e-mail
276     and by displaying them on the association's web site.
277    
278     The agenda is set by the board of directors.
279    
280     The chairman is the president of the general meeting.
281    
282     The chairman describes the state of affairs of the association.
283    
284     The treasurer accounts for his administration in a financial report
285     which he submits for the general meeting's approval.
286    
287     The general meeting acquaints itself with the board of director's administrative reports.
288    
289     It approves the financial report of the past year's accounts,
290     votes on the budget of the next year's accounts, deliberates the questions
291     on the agenda and if applicable, votes on the renewals in the board of director's memebers.
292    
293     All deliberations of the general meeting are taken with a simple majority
294     of the rexpressed votes. However, dismissals from the board of directors
295     are decided by a three-quarter majority.
296    
297     The general assembly quorum is set at 50% of the present and represented members.
298     Any member cannot have more than two powers to vote.
299    
300     The secret ballot is adopted if a member asks for it.
301    
302     Ballot conditions are defined each year by the board of directors.
303    
304     Board of director's deliberations concerning property acquisition, transferral
305     and alienation necessary for the purposes of the association,
306     taking on of a mortgage on this property, leases beyond nine years,
307     alienation of possession and loans must be approved by the general meeting.
308    
309     Minutes of the meetings' deliberations are recorded by the secretary
310     in a register and signed by himself and the chairman.
311    
312     ## Article 13 - Extraordinary general meeting
313    
314     The statutes can be modified by the general meeting,
315     at the board of directors' instigation, or at the instigation of at least
316     20% of the members that attend the general meeting.
317    
318     In each case, the proposed modifications are recorded in the next
319     general meeting's agenda which must be sent to every assembly member
320     two weeks in advance.
321    
322     The extraordinary general meeting's deliberations are invalid
323     if not at least one third of it's members are present or represented.
324    
325     If this quorum is not reached, a second general meeting is called with
326     the same agenda, with a delay of at least two weeks' time.
327    
328     No quorum is required for the second call.
329    
330     The statutes can only be modified with a two-third majority
331     of the members present, both after the first and after the second convocation.
332    
333     ## Article 14 - Dissolution
334    
335     The general meeting can also be called, on the same terms as above,
336     to pronounce it's opinion about the dissolution of the association.
337    
338     It's deliberations are not valid if not at least half of it's members
339     are present or represented.
340    
341     If this quorum is not reached, a second assembly is called for,
342     with the same agenda, after a minimum period of two weeks' time.
343    
344     For the second convocation a quorum is not required.
345    
346     The dissolution of the association can only be approved with a two-thirds
347     majority of the members present, both after the first and after the second call.
348    
349     The general meeting makes one or several liquidators responsible
350     for the liquidation of the association's liabilities and assets.
351    
352     It gives the net assets to one or several similar organisations,
353     or to any one organisation it will decide, but excepting the members of the association.
354    
355     The liquidator(s) is (are) charged to carry out all declarations
356     and publication formalities as provided for by the laws and regulations currently in force.
357    
358     ## Article 15 - Resources
359    
360     The association resources are made up of:
361    
362     * help, mostly financial, that can be put at the disposal of the association
363     by any natural or legal person
364     * donations received by natural or legal persons
365     * income from assets
366     * subcriptions or inscriptions of its members as they are set by the general meeting
367     * grants from the State, from departmental or communal authorities,
368     and from public enterprises
369     * resources created on an exceptional basis and as far as needed
370     with any agreement by the authorities (collections, lectures, raffles,
371     meetings, shows, etc., authorised for the profit of the association)
372     * sales to the members
373    
374     and any other resources authorised by the law
375    
376     * proceeds from sales of assets or of services delivered
377     * industrial property ('trademark') revenues.
378    
379     ## Article 16 - Internal regulations
380    
381     The board of directors may set out internal regulations that will be approved
382     by the general assembly.
383    
384     Such regulations, if any, will specify the modalities of executing the present statutes.
385    
386     They may equally fix any points not foreseen in these statutes.
387    
388     Subsequently, it will be possible to update the internal regulations
389     through modifications that the board of directors will have to submit
390     for approval to the general meeting.
391    
392     The internal regulations are applicable to all association members.
393    
394     ## Article 17 - Legal competence
395    
396     The competent court for any actions concerning the association is the one
397     in whose area the association has it's registered office.

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