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diff --git a/old/2022-08-31-mageia.org_statutes_en.md b/old/2022-08-31-mageia.org_statutes_en.md new file mode 100644 index 0000000..b39c6c2 --- /dev/null +++ b/old/2022-08-31-mageia.org_statutes_en.md @@ -0,0 +1,397 @@ +> 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/](/fr/about/constitution/) +> * [http://gitweb.mageia.org/org/constitution/](http://gitweb.mageia.org/org/constitution/tree/mageia.org_statutes_fr.md) +> + +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.
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