Statutes constitution english

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For French see Statutes_constitution_french

Article 1 – Establishment

A voluntary association governed by the French law of 1 July 1901 and the French decree of 16 August 1901 (the “Association”) is established by and between the undersigned persons and persons who will later adhere to these articles of association.

Article 2 – Name

The Association’s name is Open Mandriva.

Article 3 – Core Values of the Association

Development, equality, cooperation, openness, freedom, group achievement, independence, and solidarity

Article 4 – Objects and Mission of the Association

The Association is a non-profit association for culture and technology, governed by the provisions of the French law of 1901 regarding associations.

The Association’s objects are:

  • creating, improving, promoting and distributing free / open source software in general, and Open Mandriva projects in particular;
  • promoting free exchange of knowledge and equality of opportunity in software access and development, as well as in education, science and research.

In cooperation with the community, the Association helps create an environment where all community members can benefit from vision, ideas, commitment and solidarity. It takes best efforts to enable people to take decisions making Open Mandriva an even more open, active and decisive community that respects the core values specified in article 3.

Article 5 – Registered Office

The Association’s registered office is located at: 8 square Jean-Paul Sartre Evry, France.

The registered office can be changed at any time by simple resolution of the managing board.

The Association may carry out its activities anywhere outside its offices, including outside the French territory.


Article 6 – Duration

The duration of the Association is unlimited, starting from the signature of these articles of association.

The financial year is the calendar year.

Article 7 – Composition of the Association

The Association is composed of:

  • founding members;
  • members;
  • honorary members;
  • responsible persons of regional user communities;
  • user community representative;
  • team leaders.


  1. The founding members are the people who founded the Association. They participate in general meetings with deliberative vote and are eligible for any office in the Association. They have the same rights as regular members.
  2. Any person who actively contributes to the development and success of OpenMadriva can become a member of the Association. A contributor who wishes to join the Association shall explain his/her wish before the managing board. At the same time, most active participants of the community may be invited by the managing board to join the Association. All new memberships shall be approved the managing board. Members participate in general meetings with deliberative vote and are eligible for any office in the Association.
  3. The distinction of honorary member may be awarded by the general meeting to persons who render or have rendered significant services to the Association. An honorary member takes part in the general meeting.
  4. Responsible persons of regional user communities (RUCs) are appointed within their communities. The responsible persons elect among them the representative of the user community. The election procedures and the terms of office are determined by the first elected managing board. The managing board shall, each three years, determine the RUCs based on their importance and regional peculiarities: language / country / group of countries / cultural similarities. The responsible persons of RUCs may be members; they participate in general meetings with deliberative vote and are eligible for any office in the Association. The user community representative also sits on the advisory committee.
  5. Team leaders are selected by the team members to be their representative. They participate in the technical committee that takes part in the advisory committee. They are members, participate in the general meeting with deliberative vote and are eligible for any office in the Association.

Article 8 – Conditions of Becoming a Member and Losing the Membership

To become a member of the Association, one must be approved by the managing board. In its meetings, the latter decides whether a particular membership application should be accepted

The membership may be lost as a result of:

  • sending a resignation letter addressed to the chairman of the managing board;
  • decease;
  • expulsion by resolution of the managing board due to non-contribution or an offense harmful to the moral and material interests of the Association; the persons subject to expulsion shall be notified in advance by registered mail and invited to appear before the managing board so that they can justify themselves;
  • dismissal for a grave reason, upon a decision of the managing board.

Article 9 – Managing Board

The Association is managed by a managing board that has an uneven number of members (from 5 to 17) elected by the general meeting among the members of the Association.

The new number of the managing board members is determined not later than one (1) month before the election date and made public on the Association website.

The members of the managing board are also called ‘board members’.

After the managing board is elected, its members elect among them the chairman and deputy chairman of the board. At the same time, they appoint the treasurer and secretary who may be members of the managing board, regular members of the Association, or finance/management experts engaged by the Association.

9.1 Election to the Managing Board

Candidates to the managing board must be members and must announce their candidacy to the secretary of the Association not later than 3 days before the scheduled election.

Each board member is elected by an ordinary general meeting for two years and may be reelected for an unlimited number of terms.

Members of the managing board are elected on a uninominal vote in one round among all announced candidates. The winner is determined by simple majority.

Hence, the candidate who has received the most votes is considered elected to the managing board.

In the event of a vacancy in the managing board, the latter provisionally provides replacement for the vacant position.

In its next closest meeting, the general meeting makes a final resolution on the replacement for the vacancy in the managing board. Other eligibility conditions are specified in the bylaws, if any. The provisions of article 18 apply to the election of members to the managing board.

9.2 Powers, Communication Means and Operation of the Managing Board

The managing board meets when convoked by its chairman: at least once every 3 months or upon the request of a quarter of its members.

Members of the managing board may take part in its meetings in person, by proxy, via teleconference, or via authenticated internet relay chat (IRC).

The presence of half of the members + 1 of the managing board is required to make its deliberations valid.

Consensus resolutions are preferred; however, where this is not possible, resolutions are made by simple majority, with the Chairman’s vote being decisive in the event of a tie, or as otherwise provided in the bylaws. Meetings are recorded in relevant minutes.

The minutes are signed by the chairman and the secretary. They are issued on numbered sheets without any gaps or alterations and kept at the registered office of the Association or, if no special place for keeping them is available, at the secretary’s place of residence.

The managing board is vested with the broadest powers to perform, or to authorize the performance of, any and all acts or operations which match the Association's objects and are not within the general meeting’s exclusive competence.

It convokes the general meeting.

It supervises the treasurer and secretary in their operations and may request that they report thereon.

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

It authorizes the chairman and the treasurer to make any purchase, transfer or lease necessary for the operations of the Association and approved in the adjusted annual and quarterly budgets.

The resolutions of the managing board as to acquiring, exchanging and transferring any properties necessary for the purposes of the Association, mortgaging such properties, entering into leases for over nine years, transferring assets, and borrowing cash shall be approved by the general meeting.

The provisions of article 18 apply to the functions of the managing board.

9.3 Loosing the Status of a Board Member

Any managing board member who has not attended three consecutive meetings without a good reason may be dismissed from office.

Article 10 – Bylaws

The first managing board is composed of the founders of the Association.

Matthew Dawkins acts as the board chairman, Raphael Jadot as the treasurer, and Ekaterina Lebedeva as the secretary.

This provisional managing board shall be in charge of the Association until the first general meeting to be held within six months.

Its task shall be to prepare the first bylaws of the Association and, generally, launch the Association’s operations.

The bylaws shall contain detailed guidelines for the day-to-day operations of the Association. They may also cover any matters not specified in these articles of association and shall apply to the Association and all its members once approved by the general meeting.

The bylaws are and will be applicable to all members of the Association.

Article 11 – Advisory Committee

The advisory committee includes:

  • board of sponsors;
  • technical committee;
  • external consultants; and
  • user community representative.

The advisory committee’s mission is to communicate its vision to the managing board at any point of time. The advisory committee members may be invited to the managing board meetings. The advisory committee members are invited to participate in the general meeting with advisory vote and are not eligible for offices in the Association.

  1. External consultants are persons from the Linux and open source ecosystem. They know the essential elements and technologies used by Open Mandriva products, e.g. Linux kernel, KDE environment, etc. They are chosen by the development teams and must be approved by the managing board. Only one external consultant may be chosen by each team in their action field. External consultants participate in the advisory committee and can be invited to participate in the general meeting with advisory vote only. They are not eligible for offices in the Association.

Article 12 – Technical Committee

The technical committee is composed of the development and technical team leaders. It participates in the advisory committee.

The technical committee shall provide advice to the managing board, taking into account the expertise of its members and the technical capacities of their teams.

The rules of formation of the technical committee shall be determined by the first elected managing board.

Article 13 – Responsible Persons of RUCs

The responsible persons of RUCs must be members of the Association. They shall be registered on the Association’s website and actively participate in the community platforms (e.g. Forum, question-answer service, documentation, etc.).

They shall gather opinions, suggestions and demands, and, if necessary, translate them into English and communicate them to the user community representative (article 7) as often as they deem necessary, but at least once each six months. They shall also submit to their RUC (and, if necessary, translate) the reports of the general assembly and the managing board meetings. One member may be the responsible person of several RUCs

Article 14 – Donations by Sponsors and Maescenas

Sponsors and maescenas are listed on the Association’s website. Upon the request of a sponsor or a maescena, his/her the donation may be considered anonymous and his/her name will not be published.

The Association accepts donations in various forms, i.e. financial aid, services or various tangible assets necessary for the purposes of the Association.

The Association shall use each donation for the purpose specified by the sponsor or maescena.

The Association has a right to reject any donation without specifying a reason therefor.

  1. Sponsors are companies who make donations, in various forms, to the Association. They can be of Platinum, Gold, Silver or Bronze level. The size and quality of donations for each level are determined by the managing board each year. Sponsors participate in the advisory committee (please see article 11).
  2. Maescenas are private people who donate to the Association. They do not participate in general meetings and are not eligible for offices in the Association. Maecenas who provide vast support to the Association and wish to take part in the advisory committee as sponsors may be assigned the Platinum/Gold/Silver/Bronze level and given the rights of a sponsor by resolution of the managing board.

Article 15 – Resources

The Association’s are composed of:

  • donations in various forms (financial aid, assets, or free services) that can be provided to the Association by an individual or legal entity;
  • income from assets;
  • grants from the State, local authorities, or public enterprises;
  • resources created on an exceptional basis and, if needed, with the consent of the authorities (collections, conferences, raffles, meetings, shows, etc., authorized for the benefit of the Association);
  • sales to the members and any other resources allowed by the law;
  • proceeds from the sale of assets or the provision of services; and
  • income from industrial property ('trademarks').

Article 16 – Ordinary General Meeting

The general meeting is composed of all the members of the Association and the advisory committee.

To validly participate in a meeting, the members have to be present or represented there.

The general meeting meets at least once a year, not later than six months after the closing of the accounting year. A meeting can also be convoked by the managing board (at least a quarter of the board members) or by regular members (at least a quarter of all of the Association’s members).

For each meeting, the convocation notices must be given 20 days in advance and contain its agenda. They are given by way of publishing them on the Association's web site.

The agenda is prepared by the managing board.

The chairman presides at the general meeting.

The chairman describes the state of affairs of the Association.

The treasurer reports on his operations in a financial report which he submits for the general meeting’s approval.

The general meeting acquaints itself with the managing board’s reports.

It approves the operations and financial report for the past year, votes on the activity plan for the next year, deliberates on the agenda matters and, if applicable, votes on renewals in the managing board.

Unless otherwise expressly specified in the bylaws, all resolutions of the general meeting are made by majority of votes. However, resolutions on dismissal of board members are made by three-quarter majority.

In the event of a tie vote, the chairman’s decision shall prevail.

For an ordinary general meeting, no quorum is required. Each member has one vote.

Secret ballot is used if a member requests it.

Ballot conditions are determined in these articles of association.

The resolutions of the managing board as to acquiring, exchanging and transferring any properties necessary for the purposes of the Association, mortgaging such properties, entering into leases for over nine years, transferring assets, and borrowing cash shall be approved by the general meeting.

The secretary prepares minutes of the meetings that are then signed by the board chairman and the secretary and recorded in a register.

The provisions of article 18 apply to the general meetings.

Article 17 – Extraordinary General Meeting; Amendment of the Articles of Association and the Bylaws

These articles of association may be amended only by the general meeting convoked for this purpose, upon the request of the managing board or of at least 20% of the members entitled to participate in the general meeting.

In each case, the proposed amendments are reflected in the agenda of the next general meeting to be sent to every general meeting member at least two weeks in advance.

Resolutions of the extraordinary general meeting are valid only if at least one third of its members are present in person or represented.

If such quorum is not reached, a second general meeting with the same agenda is convoked to take place in at least two weeks.

No quorum is required for such second general meeting.

These articles of association can be amended only if two-thirds of the present members vote in favor of such amendment.

The amendment of the bylaws is subject to the same procedure.

The quorum for the first meeting is reached if one third of the members are present in person or represented.

No quorum is required for the second meeting. The bylaws may be amended if 50% of present members + 1 member vote in favor of such amendment.

Article 18 – Internal Communication and Electronic Procedures

Given the international significance of the Association, its default language for internal communication purposes shall be English.

Modern communication means, such as telephone, email, teamwork software, online cooperation software, and other remote work means (whether electronic or not), may be used instead of traditional mail or personal meetings to facilitate the work of the managing board and enable communication between the Association members.

In particular, all such means can be used in the meetings of the managing board and in all related processes (in particular, convocation, deliberations, etc.), as well as for voting in all representative bodies, subject to the conditions specified in the bylaws.

Moreover, given the international character of the Association, it will be also possible to replace any procedure requiring simultaneous participation (general meeting or meeting of the managing board) by a procedure enabling non-simultaneous participation thanks to a solution applied in certain social enterprise networks. The procedure shall be explained on the Association’s website and shall give the participants the same rights as a traditional procedure requiring simultaneous participation.

Personal digital certificates (e.g. OpenPGP) validated by the managing board can serve as a digital signature and be used instead of a signature on paper.

However, these provisions do not apply to the administration and legal documents required by the French law.

Article 19 – Dispute Resolution

The competent court for any disputes concerning the Association is the local court of the area where the Association has its registered office. The chairman or, in his absence, a person expressly authorized by the chairman, has a right to represent the association in court proceedings.

Article 20 – Dissolution

An extraordinary general meeting may be convoked to resolve on the dissolution of the Association.

The resolutions of such extraordinary general meeting are valid only if at least half of its members + 1 member are present in person or represented.

If this quorum is not reached, a second general meeting with the same agenda is convoked to take place in at least two weeks.

For such second meeting, no quorum is not required.

The dissolution of the Association must be approved by two thirds of the members present, be it in the first or second meeting.

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

In the event of a voluntary, statutory or judicial dissolution, the extraordinary meeting appoints one or several liquidators, and the assets are transferred, in accordance with article 9 of the French law of 1 July 1901 and the French decree of 16 August 1901, to an association having a similar purpose.

If there is no such association, the general meeting shall select a social association.

The liquidator(s) is(are) shall comply with all declarations and formal publication requirements provided for in the effective laws and regulations.