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Contents of /constitution/mageia.org_statutes_en.md

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1 > 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/constitution/
8 > * svn://svn.mageia.org/svn/org/constitution/
9 >
11 Association under the (French) Law of Associations of 1901
13 # Mageia.Org
15 8B rue de la Terrasse 75017 Paris France
17 ## Statutes
19 The undersigned:
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,
39 founding members - wish to constitute an association subject to the Law of 1st July 1901.
42 ## Article 1 - Constitution
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.
49 ## Article 2 - Denomination
51 The association takes the following name: Mageia.Org.
53 ## Article 3 - Purpose
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.
58 The purpose of this association is:
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.
64 ## Article 4 - Registered office
66 The registered office of the association is in Paris, France:
68 Mageia.Org
69 8B rue de la Terrasse
70 75017 Paris
71 France
73 The registered office might be transferred at any time by simple resolution of the Board.
75 The activities of the association may be exercised in any place outside of it's offices.
77 ## Article 5 - Duration
79 The duration of the association is unlimited, counting from the signature of the statutes.
81 The financial year runs from January 1 to December 31.
83 ## Article 6 - Composition of the association
85 The association is composed of:
87 * founding members,
88 * honorary members,
89 * benefactor members,
90 * donor members,
91 * active members.
93 Founding members are the actual people who instigated the founding of the association.
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.
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.
105 Donor members are the people who donate punctually.
106 They do not participate in general assemblies and are not eligible.
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.
114 The founding members are members active in founding the association.
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.
120 ## Article 7 - Loosing the qualification of member
122 The qualification of membership is lost as a result of:
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.
133 ## Article 8 - Board of directors
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.
139 The members of the board of directors are elected for three years,
140 renewable each year by one third.
142 Afterwards, they are re-elegible.
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.
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.
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.
160 Each board member, who has not attended three consecutive meetings
161 without having been excused, may be considered as resigning.
163 ## Article 9 - Executive committee
165 The board of directors chooses an executive committee by secret ballot
166 from amongst its members and made up of:
168 * a chairman,
169 * a secretary,
170 * a treasurer.
172 The executive committee is renewed every three years, members are re-elegible.
174 The first executive committee is made up of:
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.
183 ## Article 10 - Duties of the Executive committee members
185 ### 10.1 - The chairman calls the meeting of the Board of Directors.
187 He represents the association for all functions in social life
188 and holds all powers needed to that effect.
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.
193 He can appeal under the same conditions.
195 He can only compromise with the executive committee's authorization
196 by the simple majority.
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.
202 ### 10.2 - The secretary general is in charge of everything relating to the correspondence as well as the records of the association.
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.
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.
212 ### 10.3 - The treasurer is in charge of all that is related to the administration of the assets of the association.
214 Under the supervision of the chairman, he effects any payments
215 and receives any sums owed to the association.
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.
221 ## Article 11 - Meeting of the Board of Directors
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.
226 The board of directors can hold valid meetings by teleconference
227 or by authenticated IRC (Internet Relay Chat).
229 The presence of half of the members of the board of directors is required
230 in order that the deliberations be valid.
232 Decisions are taken with the majority of the recorded votes.
234 In case of equality of the votes, the chairman has a decisive vote.
236 Minutes of the meetings are recorded.
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.
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.
246 It convokes the general assembly.
248 It oversees the executive committee members' administration and may ask them
249 for an accounting of their deeds.
251 It decides on the admission or expulsion of the association's members.
253 It entitles the chairman and the treasurer to make any purchase, transfers
254 or rentals necessary for the functioning of the association.
256 In addition, the members of the board of directors may get a refund
257 on their expenses.
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.
264 ## Article 12 - Ordinary general assembly meeting
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.
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.
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.
278 The agenda is set by the board of directors.
280 The chairman is the president of the general meeting.
282 The chairman describes the state of affairs of the association.
284 The treasurer accounts for his administration in a financial report
285 which he submits for the general meeting's approval.
287 The general meeting acquaints itself with the board of director's administrative reports.
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.
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.
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.
300 The secret ballot is adopted if a member asks for it.
302 Ballot conditions are defined each year by the board of directors.
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.
309 Minutes of the meetings' deliberations are recorded by the secretary
310 in a register and signed by himself and the chairman.
312 ## Article 13 - Extraordinary general meeting
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.
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.
322 The extraordinary general meeting's deliberations are invalid
323 if not at least one third of it's members are present or represented.
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.
328 No quorum is required for the second call.
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.
333 ## Article 14 - Dissolution
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.
338 It's deliberations are not valid if not at least half of it's members
339 are present or represented.
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.
344 For the second convocation a quorum is not required.
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.
349 The general meeting makes one or several liquidators responsible
350 for the liquidation of the association's liabilities and assets.
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.
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.
358 ## Article 15 - Resources
360 The association resources are made up of:
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
374 and any other resources authorised by the law
376 * proceeds from sales of assets or of services delivered
377 * industrial property ('trademark') revenues.
379 ## Article 16 - Internal regulations
381 The board of directors may set out internal regulations that will be approved
382 by the general assembly.
384 Such regulations, if any, will specify the modalities of executing the present statutes.
386 They may equally fix any points not foreseen in these statutes.
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.
392 The internal regulations are applicable to all association members.
394 ## Article 17 - Legal competence
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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