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Articles of Association (unofficial English transcript)

Foswiki Association

Version: 24.Sep.2009

Clarification of Terminology

1) "Free Software" means any computer program, which the originator puts into the public free of charge and in an irrevocable manner. In doing so, the originator allows others the freedom to use the program for any purpose, to study how the program functions, to adapt it to own needs, to copy it for others and to improve the program and make these changes available for the common good.

2) "Foswiki" means an enterprise wiki system. It is being developed as Free Software and is made available to the general public free of charge. The development of Free Software consists of research and compilation of basic principles and concepts as well as their programming and the testing of Free Software which implements such concepts and basic principles.

3) "Web Site" is the community web site accessible under URL www.foswiki.org

1. Company Name, Registered Office, Financial Year

1) The Association will be registered as "Foswiki Association" and will then carry the appendix "e.V."

2) The Association's registered offices are located in Hannover, Germany.

3) Should no fixed managing office be established, the Association will be managed from the residence of the Board Member acting as chairman at any given time.

4) The financial year is the calendar year.

2. Purpose of the Association

1) The Association's purpose is to promote and distribute Free Software -in particular, the wiki software "Foswiki" -and to promote the free exchange of knowledge and equality of opportunity in accessing software, as well as education, science, and research.

2) The aim of the Association is to promote

a) education, exchange of opinions and cooperation between users, developers and researchers;

b) research and debate on the impact of free wiki software and the notion of Free Software on society and science;

c) continuous development and research into free wiki software;

d) enhanced access to free wiki software, supporting pictures, sounds, data and documentation and the compilation and distribution of relevant material;

e) contributions and articles providing competent information to the public within the Association's field of activity and presence at trade fairs and congresses, making information available to a broad spectrum of users;

f) organisation of congresses and lectures open to the general public, which aim at promoting further training of project members and users; and

g) protection of the project members’ rights in connection with Foswiki and protection of Foswiki against domination by single commercial interests.

3) Amendments to the Association's purpose may only be made in accordance with § 3 (1) of the Articles of Association. Every decision amending the Association's purpose has to be submitted to the relevant fiscal authorities for approval prior to its registration with the responsible court.

3. Non-profit Association

1) The activities of the Association are exclusively and directly limited to non-profit activities as stipulated in § 2 of the Articles of Association and to tax-privileged purposes in accordance with §§ 51 et seq. German Tax Regulation (Abgabenordnung). Its activities are for the common good and are not pursued for the purpose of profit making.

2) The Association's financial means may only be used for purposes stipulated in the Articles of Association. Members might only be reimbursed for certain own expenses but will in no event receive any benefits out of the Association's funds.

3) It is not permitted to incur Association expenses, that do not serve the Association’s purpose or are disproportionately high. Reimbursements for expenditures will not violate any legal restriction under German law and will especially not exceed reimbursements applicable under the Federal Travel Expenses Act (Bundesreisekostengesetz).

4. Types of Membership

Both natural persons and legal bodies wanting to implement and promote the aims of the Association may become one of the following types of "Members":

a) "Active Members" are natural persons supporting the Association's purpose and aims through their cooperation and who in doing so assume the complete duties of an Active Member. Primarily, Active Members are expected to cooperate, participate in the General Assembly and exercise their voting rights; or

b) "Supporting Members" are natural persons or legal bodies that support the Association's purposes and make special contributions to the projects. They have the rights of Active Members except for any voting rights.

5. Membership Application and Maintenance of Status

1) The persons founding the Association ("Founder Members") gain the status of Active Members by signing the Articles of Association. Membership for other Active Members will be granted if a) proposed by a Member and supported by two other Active Members,

b) approved by the General Assembly,

2) The main criterion for granting membership as an Active Member should be the candidate's commitment over a period of time and the contributions he or she has made towards fulfilling the Association's aims.

3) The membership as an Active Member becomes effective when the name appears on the list of Active Members, which the Board immediately has to arrange after the membership has been granted. The list will be published on the Web Site.

4) The group of Active Members will be reviewed by the Board once a year. If an Active Member (i) has not participated in two consecutive General Assembly meetings and has not exercised his or her voting rights by other means or (ii) has not paid the membership fees within a period of one month after the due date despite having received a reminder, the Active Member will be deleted by the Board from the list of Active Members and must reapply to become an Active Member once again. In the meantime, he or she shall have the status of a Supporting Member. The decision shall be notified to the deleted Active Member by email. At least two months before the annual General Assembly the Board will update the Active Members list in accordance with the outcome of the review.

5) The Board decides whether or not to accept an application for membership as a Supporting Member. The application is accepted when the Board affirms the membership. An Active Member can change status to that of a Supporting Member by submitting his or her request to the Board.

6) A Member must be registered with an email address. All official correspondence happens through this email address. It is the duty of the individual Members to register changes to their email addresses.

7) Further details may be defined in the By-Laws.

6. Membership Termination

1) The membership terminates due to a withdrawal of the Member, expulsion, death, or in the case of legal bodies -due to the loss of legal status (“Termination Events”). Membership termination shall become effective at the end of the month in which the Termination Event takes place. To withdraw a membership, the Member must submit a written or an email notice to the Board at least two weeks prior to the effective termination date. If the membership fee is raised, every Member shall have the right to withdraw from the membership with immediate effect within two weeks after the according resolution has been published online pursuant to Sec. 14. If the resolution has been adopted in the old financial year and the period of two weeks ends in the new financial year, a withdrawal in due time shall become effective at the end of the old financial year in any case.

2) A Member can be expelled if he or she seriously violates regulations contained in the Articles of Association or the purpose and aim of the Association. In addition, expulsion is possible if the Member has not paid the membership fees within a period of two months after the due date and despite having received two reminders via E-Mail.

3) Members can only be expelled by resolution of the Board. Before such a resolution is adopted, the Member must have the opportunity to justify or explain his or her actions. The expulsion becomes effective immediately after the Board's resolution. The expelled Member shall be notified of the resolution through email. An objection to such an expulsion may be filed with the Board within four weeks and will be voted on during the next General Assembly. Until a decision is made by the General Assembly, the Member's rights and duties remain dormant.

4) If a Member`s membership is terminated or the Association is liquidated, no Member has a right of reimbursement for the assets he or she may have contributed.

7. Financing of the Association

1) The funds required for the Association are raised through

a) Membership fees;

b) contributions by the federal states, town councils and other public bodies;

c) donations;

d) other financial contributions made by third parties; or

e) benefits paid to the Association for activities it pursues for the common good, including lectures.

2) The Membership fees are due on 31 December for the financial year to come. The amount of the fee shall be determined by the decision of the General Assembly or by the Active Members in an Internet Vote based on the recommendation of the Board. Once defined, the fees will be incorporated in the By-Laws. Fees of Active Members and Supporting Members may differ. It may also be decided not to charge fees for the coming financial year at all. Changes in fees will become effective for the new financial year. When a Member enters the Association during the course of any given financial year, then the fees for that current financial year have to be paid in full. There will be no refund of fees in case of membership termination.

3) The Board may under special circumstances exempt certain Supporting Members from the membership fee. This will particularly be the case if the membership of the relevant Supporting Member is of specific interest to the Association.

8. Organs of the Association

The organs of the Association are

a) the General Assembly and

b) the Board.

9. General Assembly

1) The "General Assembly" consists of all of the Association's Active Members, who each have one vote- and the supporting members who do not have voting rights.

2) The General Assembly takes place at least once a year. The first General Assembly should take place not later than three months after the date of the Association's registration at the Registration Court. The Board invites the Members by email and by announcement on the Web Site, providing a preliminary agenda. The invitation must be sent at least six weeks prior to the meeting. The time limit starts on the day the invitation email was sent. The date of the email is binding. The invitation is considered as delivered, if it was addressed and sent to the last email address the Member has submitted. The Members may submit additional agenda items to the Board, either by email to a Board member or by submitting the item on the Web Site until two weeks before the General Assembly. The date when the email is sent or the Web Site posting is made public is binding. The Board shall publish the final agenda in the Internet at least one week prior to the General Assembly, and the address is to be mentioned in the invitation email.

3) If it is in the Association's interest, an extraordinary General Assembly may be called for. If this request is submitted to the Board by email or, if there is any, by entering the name on a list on the Web Site, and is supported by at least 10% of the Members, the Board is compelled to call for an extraordinary General Assembly within six weeks. The Members' request must contain the desired agenda item.

4) The General Assembly may be held online or physically. The Board decides how to hold the General Assembly and as the case may be on its physical location. Since the Association is acting internationally, all Members must be able to participate remotely from their home. The Board shall arrange to make available, to all Members that wish to participate, a telephone conference bridge or a similar Internet based virtual participation. Information on how to participate remotely must be made available to all Members of the Association. The process for electronic participation will be defined in the By-Laws.

5) Irrespective of the number of Members participating, the General Assembly has a quorum if the invitation was submitted in proper form. The chairman of the Board or, in his/her absence, the deputy chairman presides over the General Assembly. In case neither of them is present, the General Assembly elects one of the Members present as head of the General Assembly. Unless otherwise decided by the General Assembly, all decisions will be taken openly by show of hands or the equivalent for electronic participation and voting. Unless otherwise provided by the Articles of Association, decisions must be taken with a simple majority of votes cast. If several similar proposals have been put forward for the exact same subject, the most extensive proposal is voted on first, followed by less extensive proposals. The head of the General Assembly decides the sequence. If a more extensive proposal is accepted the rest is automatically rejected.

6) A majority of 75% of the votes of the General Assembly with a quorum of 25% of all Active Members is required to amend the Articles of Association or to decide on the liquidation of the Association. If less than 25% of Active Members participate, the vote can be the subject of an extraordinary General Assembly 2 months later. At the extraordinary General Assembly, only a majority of 75% of the votes of the General Assembly is necessary. Abstentions do not count as votes. It can only be decided about the specific proposal that caused this extraordinary General Assembly.

7) An Active Member who cannot participate in the General Assembly may ask another Active Member, who will be present, to represent him/her during the General Assembly. The representative will then be able to exercise the absent Active Member's voting rights, in addition to his/her own. The representative may be legitimised by presentation of the written authorisation of the represented Active Member. The represented Active Member may also authorise his or her representative by means of an email sent to both the representative and the Board prior to the General Assembly. The authorisation must clearly state the scope of the representation, which can be general or specific to an agenda item. A representative may represent a maximum of two other Active Members. All proxy relations must be listed openly to all Active Members before the official opening of the General Assembly.

10. Duties of the General Assembly

1) The General Assembly is the highest decision making organ of the Association and is generally in charge of all duties, unless these Articles of Association have assigned specific duties to another organ of the Association. The General Assembly elects the Board from the number of Active Members. The people obtaining the relative majority of votes (i.e. plurality) will be elected. Voting has to be anonymous only as far as technically feasible and economically justifiable.

2) The General Assembly may remove a Board member from the Board. This process requires the support of an absolute majority of votes cast.

3) The General Assembly decides about the objections of Members the Board intends to expel.

4) The General Assembly receives the Board's annual report as well as the audit report of the auditor and discharges the Board's responsibilities.

5) The right to decide about amendments to the Articles of Association or a liquidation of the Association is reserved to the General Assembly.

6) The annual accounts and the annual report have to be presented to the General Assembly for decision making and discharge of the Board in written format if the meeting is held physically and via electronic means if the meeting is held online. The General Assembly calls on two auditors who have the task to audit the accounting and annual report and relate their results to the General Assembly. The auditors cannot belong to the Board and they cannot be employed by the Association. The auditors have access to all of the Association's accounting documents.

7) Furthermore the General Assembly has the exclusive right to decide on:

a) any purchase of, sale of or charges on real property;

b) any investment in other companies;

c) any raising loans or leasing contracts of more than five thousand EURO;

d) any contract in the amount of more than ten thousand EURO;

e) changes in the software licence concept of Foswiki; and

f) major trademark issues concerning Foswiki name and logo.

g) all matters that the Board or Members submit to it.

11. Board of Directors

1) The "Board" consists of 5 persons, who must be Active Members. Board members are permitted to serve multiple consecutive terms. The respective Board members remain in office after expiration of their term until a successor is elected. Board members serve 2-year terms. At the creation of the Association, 3 members of the Board shall be elected to a 2-year term, and 2 members shall be elected to a 1-year term. In subsequent years, members shall be elected to 2-year terms. Thus in the year following the creation of the Association, 2 members of the Board shall be elected, and in the subsequent year, 3 members of the Board shall be elected.

2) The Board elects a chairman, a deputy chairman and a treasurer from its members. Board members are permitted to serve in the same role during consecutive terms of service.

3) The calling for Board meetings, meeting procedures and voting process, are stipulated in the "By-Laws of the Board", which the Board has to decide upon with a majority of its members.

4) The Board decides about all matters pertaining to the Association, unless a decision of the General Assembly is required. It implements the decisions taken by the General Assembly.

5) The Association shall be jointly represented by two Board members.

6) The Board is not allowed to commit to expenditure that is not covered by funds owned by the Association. Only disposable funds may be spent.

7) Should a Board member quit while in office, the Board appoints a provisional Board member. The provisional Board member remains in office until a new Board member is elected by the next General Assembly or by Internet Vote. The new Board member will only serve the remaining term according to § 11 (1) of the Articles of Association.

8) Amendments to the Articles of Association demanded by regulatory, court or financial authorities for formal reasons may be undertaken by the Board. All Active Members must be informed by e-mail of such amendments within four weeks after the amendment.

9) The internal responsibility and liability of the Board is limited to damages due to wilful misconduct or gross negligence.

12. Internet Vote

Where these Articles of Association refer to an "Internet Vote" the following procedure shall apply.

a) If the Articles of Association provide for both a decision by the General Assembly and an Internet Vote, the Board shall determine which of them will be held.

b) The Board invites the Members by e-mail and by announcement on the Web Site, notifying the matter to be voted on and the time-frame in which the vote has to be casted. The invitation must be sent at least two weeks prior to the start of the Internet Vote. The time limit starts on the day the invitation email was sent. The date of the email is binding. The invitation is considered as delivered, if it was addressed and sent to the last email address the Member has submitted. Detailed procedures will be defined in the By-Laws.

c) Unless otherwise provided by the Articles of Association, all decisions will be taken by a simple majority of votes.

13. By-Laws

The "By-Laws" govern all details of the Association's activities which are not covered in the Articles of Association. The Board implements the By-Laws following the Active Members' approval. The Active Members' approval is obtained by a decision of the General Assembly or by means of an Internet Vote.

14. Meeting Minutes

All decisions taken by the Board, the General Assembly and by Internet Vote will be documented in writing and are available online for the Members' perusal within one week after the decision. The Chairman appoints a reporter to take the meeting minutes. The minutes have to be signed by the Chairman and the reporter.

15. Labour Agreements


Before hiring a full-time employee the Board will regulate the remuneration in the By-Laws.

16. Liquidation of the Association

In case of a liquidation of the Association or termination of its tax-privileged status all its assets will become property of Free Software Foundation Europe e.V., Talstraße 110, 40217 Düsseldorf, Germany, http://www.fsfeurope.org/, which has to use them exclusively and directly for not-forprofit purposes only. In this case decisions about the future use of the Associations assets may only be implemented upon consent of the tax and revenue office.

17. Inception of the Articles of Association

These Articles of Association shall come into effect following the registration of the association with the "Vereinsregister.

City / Stadt: Hannover Date of formation / Errichtungsdatum: 09.09.2009

Date of change / Äuderungsdatum: 24.09.2009

( Founder Member / Gründungsmitglied)

( Founder Member / Gründungsmitglied)

( Founder Member / Gründungsmitglied)

( Founder Member / Gründungsmitglied)

( Founder Member / Gründungsmitglied)

( Founder Member / Gründungsmitglied)

( Founder Member / Gründungsmitglied)

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Topic revision: r6 - 18 Nov 2010, KennethLavrsen
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