org/constitution/mageia.org_statutes_en.md

> This is a translation of the statutes of the association Mageia.Org.
> Since the association was registered in France, those were written in French.
> As a result, this translation is purely for information and transparency,
> the legal document being the French version.
> You can access the original French version from either
>
> * http://www.mageia.org/fr/about/constitution/
> * svn://svn.mageia.org/svn/org/constitution/
>

Association under the (French) Law of Associations of 1901

# Mageia.Org

8B rue de la Terrasse 75017 Paris France

## Statutes

The undersigned:

* Anne Nicolas,
* Arnaud Patard, 
* Damien Lallement,
* Nicolas Vigier,
* Olivier Blin,
* Romain d'Alverny,
* Séverine Wiltgen,
* Frédéric Cuif,
* Olivier Méjean,
* Colin Guthrie,
* Thomas Backlund,
* Anssi Hannula,
* Raphaël Gertz,
* Jérôme Quelin,
* Wolfgang Bornath,
* Josep L. Guallar-Estevem,
* Michael Scherer,

founding members - wish to constitute an association subject to the Law of 1st July 1901.


## Article 1 - Constitution

A voluntary association governed by the French law of July 1, 1901
and the French decree of August 16, 1901, is hereby constituted between
the undersigned and any individual adhering to the present statutes.


## Article 2 - Denomination

The association takes the following name: Mageia.Org.

## Article 3 - Purpose

The association is an information-technology and cultural association
on a non-profit basis governed by the terms of the French Law of Associations of 1901.

The purpose of this association is:

* to organise, develop and promote the free (libre) operating system Mageia,
  it's derivatives and related free software projects;
* to coordinate the communities surrounding these projects.

## Article 4 - Registered office

The registered office of the association is in Paris, France:

    Mageia.Org
    8B rue de la Terrasse
    75017 Paris
    France

The registered office might be transferred at any time by simple resolution of the Board.

The activities of the association may be exercised in any place outside of it's offices.

## Article 5 - Duration

The duration of the association is unlimited, counting from the signature of the statutes.

The financial year runs from January 1 to December 31.

## Article 6 - Composition of the association

The association is composed of:

* founding members,
* honorary members, 
* benefactor members,
* donor members,
* active members.

Founding members are the actual people who instigated the founding of the association.

The distinction of honoroary member may be given by the general assembly
to individuals who render or have rendered significant services to the association.
This title confers on those who have obtained it the right to participate
in the general assembly without having to pay any financial contribution.
They participate in general assemblies only with consultative vote and are not eligible.

Benefactor members are the people who pay an annual subscription fixed
each year by the administrative council. They participate to the general
assemblies only with consultative vote and are not eligible.

Donor members are the people who donate punctually.
They do not participate in general assemblies and are not eligible.

Active members are the people chosen by the administrative council,
after proposition and sponsorship by another active member.
They are people involved in the life of the association,
either by their benevolent activity or by exercising a function in the association.
They participate in the general assembly with deliberative vote and are eligible.

The founding members are members active in founding the association.

If an active member has not participated or has not been represented
in the last two general assemblies, he becomes a //de facto// honorary member.


## Article 7 - Loosing the qualification of member

The qualification of membership is lost as a result of:

* sending a letter addressed to the President;
* decease;
* exclusion pronounced by the Board of Directors due to non-payment
  of the contribution or an offence harmful to the moral and material
  interests of the association after having been been invited,
  by registered mail, to present themselves before the Board of Directors
  in order to provide an explanation.
* being struck by the Board of Directors for serious reasons.

## Article 8 - Board of directors

The association is run by a Board of Directors made up of at least 6 members
and no more than 12 members, designated by the general assembly
and are chosen from among the active members.

The members of the board of directors are elected for three years,
renewable each year by one third. 

Afterwards, they are re-elegible.

The number of the renewable members equals the third of the Board
of Director's members for the actual year, rounded down to the nearest number
(in case they are less than 12) with a minimum equal to the number
of the resigning members. The selected members are the first in order
as resigning members, next the ones whose last election to the board
of directors is the oldest. In case of equal election dates, then the one
or those whose membership of the association is the oldest will be kept on.

In case of vacancies the board of directors provisionally provides
replacement of its members. Their definite replacement will be provided
for at the next general meeting. The powers of the members so elected come
to an end on the date when the mandate of the replaced members would have ended.

The first board of directors is only made up of the executive committee
members and will be completed without consultation by co-optation.

Each board member, who has not attended three consecutive meetings
without having been excused, may be considered as resigning.

## Article 9 - Executive committee

The board of directors chooses an executive committee by secret ballot
from amongst its members and made up of:

* a chairman,
* a secretary,
* a treasurer.

The executive committee is renewed every three years, members are re-elegible.

The first executive committee is made up of:

* Anne Nicolas, born on 18th February  1971 at Maisons-Lafittes (78),
  French nationality: chairwoman ;
* Damien Lallement, born on  21st May 1980 at Lille (59),
  French nationality: treasurer ;
* Arnaud Patard, born on 26th January 1980 at Harfleur (76),
  French nationality: secretary.

## Article 10 - Duties of the Executive committee members

### 10.1 - The chairman calls the meeting of the Board of Directors.

He represents the association for all functions in social life
and holds all powers needed to that effect.

He is qualified to appear in court as defendant on behalf of the association
and as plaintiff with the Board of Director's authorisation by simple majority rule.

He can appeal under the same conditions.

He can only compromise with the executive committee's authorization
by the simple majority.

He presides all assemblies. In case of absence or illness, he is replaced
by the vice-chairman or, if not available, by the senior member of the Board
of Directors and in case of equality by the oldest.

### 10.2 - The secretary general is in charge of everything relating to the correspondence as well as the records of the association.

He writes the minutes of the assemblies and boards of director's meetings,
and in general, anything in writing about the functioning of the association,
with the exception of it's accounting. 

He is in charge of the special register provided by article 5 of the Law of 1st July 1901,
and the articles 6 and 31 of the Decree of 16th August 1901.
He ensures the execution of the formalities stipulated in those articles.

### 10.3 - The treasurer is in charge of all that is related to the administration of the assets of the association.

Under the supervision of the chairman, he effects any payments
and receives any sums owed to the association.

He is responsible for the accounting of all operations he carries out
and which he reports to the annual general meeting,
which in turn approves his administration as far as required.

## Article 11 - Meeting of the Board of Directors

The board of directors meets when convoked by it's chairman:
at least once every 6 months or at the request of a quarter of it's members.

The board of directors can hold valid meetings by teleconference
or by authenticated IRC (Internet Relay Chat).

The presence of half of the members of the board of directors is required
in order that the deliberations be valid.

Decisions are taken with the majority of the recorded votes.

In case of equality of the votes, the chairman has a decisive vote.

Minutes of the meetings are recorded.

The minutes are signed by the chairman and the treasurer. They are written
without gaps or alterations on numbered sheets and kept at the registered
office of the association.

The board of directors is invested with the largest powers to execute
or to entitle all deeds or operations which meet the association's purposes
and that are not reserved to the general assembly.

It convokes the general assembly.

It oversees the executive committee members' administration and may ask them
for an accounting of their deeds.

It decides on the admission or expulsion of the association's members.

It entitles the chairman and the treasurer to make any purchase, transfers
or rentals necessary for the functioning of the association.

In addition, the members of the board of directors may get a refund
on their expenses.

The deliberations of the Board of Directors about property acquisitions,
exchanges and transferrals necessary for the purposes of the association,
taking on of mortgages on those properties, leases exceeding nine years,
transferrals of possession and loans must be approved by the general assembly.

## Article 12 - Ordinary general assembly meeting

The general assembly meeting is composed of the founding members,
the active members, the honorary members and the benefactor members
of the association, upto date with their subscription dues.

It meets at least once a year, at the latest six months after closing
of the accounting year and each time when it is convoked by the board
of directors, or at request of at least a quarter of it's members.

For each meeting, the convocations must be sent 10 days in advance
and contain its agenda. The calls are sent by e-mail
and by displaying them on the association's web site.

The agenda is set by the board of directors.

The chairman is the president of the general meeting.

The chairman describes the state of affairs of the association.
      
The treasurer accounts for his administration in a financial report
which he submits for the general meeting's approval.

The general meeting acquaints itself with the board of director's administrative reports.

It approves the financial report of the past year's accounts,
votes on the budget of the next year's accounts, deliberates the questions
on the agenda and if applicable, votes on the renewals in the board of director's memebers.

All deliberations of the general meeting are taken with a simple majority
of the rexpressed votes. However, dismissals from the board of directors
are decided by a three-quarter majority.

The general assembly quorum is set at 50% of the present and represented members.
Any member cannot have more than two powers to vote.

The secret ballot is adopted if a member asks for it.

Ballot conditions are defined each year by the board of directors.

Board of director's deliberations concerning property acquisition, transferral
and alienation necessary for the purposes of the association,
taking on of a mortgage on this property, leases beyond nine years,
alienation of possession and loans must be approved by the general meeting.

Minutes of the meetings' deliberations are recorded by the secretary
in a register and signed by himself and the chairman.

## Article 13 - Extraordinary general meeting

The statutes can be modified by the general meeting,
at the board of directors' instigation, or at the instigation of at least
20% of the members that attend the general meeting.

In each case, the proposed modifications are recorded in the next
general meeting's agenda which must be sent to every assembly member
two weeks in advance.

The extraordinary general meeting's deliberations are invalid
if not at least one third of it's members are present or represented.

If this quorum is not reached, a second general meeting is called with
the same agenda, with a delay of at least two weeks' time.

No quorum is required for the second call.

The statutes can only be modified with a two-third majority
of the members present, both after the first and after the second convocation.

## Article 14 - Dissolution

The general meeting can also be called, on the same terms as above,
to pronounce it's opinion about the dissolution of the association.

It's deliberations are not valid if not at least half of it's members
are present or represented.

If this quorum is not reached, a second assembly is called for,
with the same agenda, after a minimum period of two weeks' time.

For the second convocation a quorum is not required.

The dissolution of the association can only be approved with a two-thirds
majority of the members present, both after the first and after the second call.

The general meeting makes one or several liquidators responsible
for the liquidation of the association's liabilities and assets.

It gives the net assets to one or several similar organisations,
or to any one organisation it will decide, but excepting the members of the association.

The liquidator(s) is (are) charged to carry out all declarations
and publication formalities as provided for by the laws and regulations currently in force.

## Article 15 - Resources

The association resources are made up of:

* help, mostly financial, that can be put at the disposal of the association
  by any natural or legal person
* donations received by natural or legal persons
* income from assets
* subcriptions or inscriptions of its members as they are set by the general meeting
* grants from the State, from departmental or communal authorities,
  and from public enterprises
* resources created on an exceptional basis and as far as needed
  with any agreement by the authorities (collections, lectures, raffles,
  meetings, shows, etc., authorised for the profit of the association)
* sales to the members

and any other resources authorised by the law

* proceeds from sales of assets or of services delivered
* industrial property ('trademark') revenues.

## Article 16 - Internal regulations

The board of directors may set out internal regulations that will be approved
by the general assembly.

Such regulations, if any, will specify the modalities of executing the present statutes.

They may equally fix any points not foreseen in these statutes.

Subsequently, it will be possible to update the internal regulations
through modifications that the board of directors will have to submit
for approval to the general meeting.

The internal regulations are applicable to all association members.

## Article 17 - Legal competence

The competent court for any actions concerning the association is the one
in whose area the association has it's registered office.
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	>
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.