Articles of Association for OE-lite.org
§ 1. Name and affiliation
- The name of the association is “The association for OE-lite.org”
- The association is currently affiliated in Denmark, Aarhus municipality, for financial reasons. The project itself is global.
§ 2. Purpose
The purpose of the association is to support the open source project OE-lite.org financially in order to be able to run the needed infrastructure. The association also serves as the owner of the rights to the name “OE-lite.org” and as a place to decide on non-technical matters of the “OE-lite.org” project.
§ 3. Members
- To become a member, you must apply for membership, and the application must be approved by either the board or the general assembly.
- New members can be accepted by a board vote. A simple majority of all board members are required.
- New members can be accepted by the general assembly by vote. A simple majority of all given votes are required.
- A member whom do not obey to these articles of the association, legally decided by the general meeting, can be excluded from the association. An exclusion must be factual and must be justified in writing. A simple majority of all board members must vote in favour of the exclusion for it to be decided.
- All members must have a working/current email address known by the board which can be used for communication with the member.
- If it has not been possible to contact a member for 6 months, that members right for voting will be suspended.
§ 4. General Meeting
- The general meeting is the highest authority of the association within the limitations stipulated in these Articles of Association.
- An annual general meeting must be held each year before the end of December.
- A general meeting must be announced at least three weeks before it will be held to all members of the association by email.
- All members of the association have a vote at the general meeting. It is not possible to vote by proxy.
- The agenda for a general meeting should at least contain the following points:
- Election of chairman
- Report from the president about what has happened in the association since last general meeting.
- Deciding on new members of the association
- The treasurer presents the accounting from the year gone since last general meeting
- Decision on proposals by members and/or the board
- Election of president
- Election of a treasurer, a board member and two alternates. One board member must take the role as the treasurer for the next year.
- Election of accountant
- Any other business
- Proposals to be decided upon at a general meeting must be given to the board in writing (email) at least 8 days before the general meeting. If a proposal is about changing the articles of association they have to be given to the board at least 3 months before the general meeting.
- At the general meeting a chairman is elected. The task of the chairman is to make sure valid decisions are being made, in accordance to the current articles of association and general legislation about associations in Denmark.
- All decisions, except decisions about changes to the articles of the association, at the general meeting are made with a simple majority in voting. This means more than 50% of the votes of the participating members.
- The general meeting will be held online via IRC, Skype or other digital channels.
- Voting can be done online via the channel used for the general meeting. If anonymous voting is needed the president will receive votes on a channel suitable for this (PGP email etc.)
- An extraordinary general meeting may be called for by the board. If at least 30% of the members request this by email to the board, it must be called for.
§ 5. Daily management of the association
- The daily management of the association is taken care of by the board. The board consist of a president, a treasurer and 1 additional board member. The board is elected at the general meetings.
- The board must manage the association in accordance to the current articles of association and decisions made by the general meetings.
- The board communicates with the members by email.
§ 6. Economy, accounting and revision
- The accounting of the association follows the calendar year.
- The board is liable for accounting to the general meetings.
- The accounting and membership register is handled by the treasurer.
- The accounting is audited by the accountant chosen by the general meeting. The auditing is done once per year after the calendar year ends. Unannounced audits can take place if the accountant wants it. Accounting and status should be signed by the president, the treasurer and the accountant after approval.
§ 7. Liability
- There is no personal liability in terms of the obligations of the association for either members of the board.
- The association is only liable for its obligations with the current assets of the association.
- It is not possible for the association to get into debt.
§ 8. Pre-emptive
The association is signed by the president and one other board member. The treasurer has proxy for the accounts of the association. It is possible to grant power of procuration.
§ 9. Changing the articles of the association
- Changing the articles of the association can be done on a general meeting where 2/3 of all members is voting for the change. The suggestion for changes must be communicated along the call for the general meeting.
- A simple majority at the general meeting can choose to send the suggestion for changes of the articles of the association to a ballot with all members.
- It is not possible to call for another general meeting about changes to the articles of the association before 3 months after the last vote about changes.
- The board decides how the member ballot should be conducted.
- Members that have entered the association after the proposal for changes to the articles of the association cannot participate in the ballot.
§ 10. Dissolving the association
- It is only possible to dissolve the association by a 2/3 majority vote in two consecutive general meetings with at least 3 months of time between.
- In case of dissolving the association, the assets must be used in accordance with the § 2 determined purpose or for other Open Source projects with purposes similar to the association. The specific use of the assets is decided upon in the general meeting where the association is being dissolved.
§ 11. Date and signatures
Hereby these articles of association has been accepted by the founding general meeting: