Articles of Association

Initial draft. Based on the KDE e.V. AoA.

§1 Clarification of Terminology

1. Under these Articles of Association we consider computer programs as free software, or “open source software”, which the originator puts into the public domain free of charge and in an irretrievable 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 his/her own needs, to copy it for others and to improve the program and make these changes available for the common good.
2. Developing free software in the sense of these Articles of Association consists of research and compilation of basic principles and concepts as well as their test by programming and test of free software which implement such concepts and basic principles.
3. Cadalus is a Computer-aided Design program (CAD) for the architecture, engineering and construction (AEC) industry. It is being developed as free software, free of charge.

§2 Company Name, Registered Office, Financial Year

1. The … is registered as …
2. The registered offices are located in … Should no fixed registered office be established, it will be managed from the residence of the respective Board member acting as general manager at any given time.
3. It is listed under register number …
4. The financial year is the calendar year.

§3 Purpose

The purpose is the development, promotion and distribution of the CAD program Cadalus.

§4 Non/for profit

• tbd: might be a for-profit, but doesn’t really need to be. To be discussed by initiators.

§5 Memberships

1. Both natural persons and legal persons (eg. companies, associations, etc.) may become members.
2. The following types of memberships are available:
   • Full member: Full members are eligible to cast votes in the General Assembly.
   • Observing member: Observing members are not eligible to cast votes, but may participate in some discussions. Details are to be determined in the by-laws.
   • Supporting member: Supporting members are observing members who choose to financially contribute to the Cadalus.
3. The membership terminates due to exit, expulsion, death, or – in the case of legal bodies – due to the loss of its legal status. The membership may be terminated on December 31st of each year, and a written request has to be submitted to the Board at least 4 weeks prior.
4. The expulsion of a member is reserved for critical situations, and generally it will be considered preferable to find a peaceful solution. The expulsion becomes effective immediately after the Board’s decision. The following reasons may cause an expulsion:
   1. if a member seriously violates regulations contained in the Articles of Association and/or the purpose and aim of the Association, and an attempt to clarify the situation was unsuccessful; and
   2. if the membership fees are not paid over a period of 12 months despite repeated reminders.
5. Before such a decision will be taken, the member must have the opportunity to justify or explain his/her actions. An objection to such an expulsion may be filed with the Board within four weeks and will be voted on during the next general meeting. Until such decision will be taken by the general meeting, the member’s rights and duties remain dormant.
6. If a member leaves the Association or the Association is liquidated, no member has a right of reimbursement for the assets he/she may have contributed.

§6 Organs

The organs of the Association are:

• the General Assembly and
• the Board.

§6a General Assembly

1. The General Assembly consists of all of the Association’s full members, who each have one vote.
2. The General Assembly takes place at least once a year. The Board invites the members per mail or email, providing a preliminary agenda. The invitation has to be sent at least six weeks prior to the meeting. The time limit starts on the day after the invitation letter was sent. The date of the post mark and the date when the email was sent are binding. The invitation letter is considered as delivered, if it was addressed to the last address the member advised in writing. The members may submit additional agenda items to the board either in writing or electronically until two weeks before the assembly. The date when the letter or email was received is binding. The Board will publish the final agenda in the internet, and the address is to be mentioned in the written invitation.
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 in written form by at least 20% of the members, the Board is compelled to call for an extraordinary General Assembly within six weeks. The member’s request must contain the desired agenda item.
4. Independent from the number of members present, the General Assembly only has a quorum if the invitation was submitted in proper form. It nominates 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 and with a simple majority. Should the number of pro and contra votes should be equal, the application is considered as dismissed.
5. Differing from (4), a majority of ¾ of the votes of the General Assembly and a minimum of half of the votes of all active members are necessary to amend the Articles of Association or decide the liquidation of the Association.
6. A full member who cannot personally participate in the General Assembly may ask another member, who will be personally present, to represent him during the General Assembly. The representative will exercise both members’ voting rights. The representative will legitimise himself at the beginning of the General Assembly by presenting to the Board the original of a written authorisation. A representative may represent a maximum of four additional members.

§6b 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 a number of full members. The people obtaining the largest numbers of votes will be elected. Ballot papers will be provided to cast the votes.
2. The General Assembly may deselect a board member. Differing from (1), this process requires the majority of votes of all active members.
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. Namely the annual accounts and the annual report have to be presented in written format to the General Assembly for decision making and discharge of the board. It calls on two auditors, who belong neither to the board nor any other panel appointed by the board and who are not employed by the association, in order to audit the accounting and annual report and relate their results to the General Assembly. The auditors have access to all of the Association’s accounting documents.
7. Furthermore the General Assembly has the exclusive right to decide about:
   1. any purchase of, sale of or charges on real property,
   2. any investment in other companies and
   3. raising loans of EUR 10,000 and more
8. It has the right to decide about all matters board or members submit to it.

§6c Board

1. The Board consists of 5 persons, and only natural persons can be board members. They are elected for a 3-year term. Re-election is permitted. The respective board members remain in office after expiration of their term until a successor is elected.
2. From its midst, the Board elects a chairman and two proxies. One of the proxies is the treasurer. Re-election is permitted.
3. The Board’s duties, namely all regulations pertaining to calling for board meetings, meeting procedures, and voting process, are stipulated in the by-laws of the board, which it has to decide unanimously.
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. Each individual board member has the right to represent the Association to outside parties.
6. Should a board member quit while in office, the Board appoints a provisional board member on the basis of an internet vote in which all full members participate. The provisional board member remains in office until the General Assembly takes place. The General Assembly decides about the definite succession within the Board.
7. The Board can decide to appoint a full-time director as a special representative, who manages all of the Association’s current affairs and acts as supervisor of the Association’s full-time employees. Decisions pertaining to work contracts, dismissal, and admission of new members may only be taken by the Board.
8. The director is committed to participate in the General Assemblies and has the right or duty (if the Board demands it) to participate in the Board meetings. They have the right of speech in all meetings and are accountable to all organs of the association.
9. Amendments to the Articles of Association demanded by regulatory, court, or financial authorities for formal reasons may be undertaken by the Board. The General Assembly has to be informed of such amendments in its next meeting.

§7 By-laws

The by-laws govern all details of the Associations activities which are not covered in the Articles of Association. The Board implements the by-laws following the members approval. The members’ approval is obtained by means of an internet vote and a simple majority of the active members.

§8 Meeting minutes

All decisions taken by the Board and General Assembly will be documented in writing and are available for the members’ perusal. The minutes are signed by the chairperson and the taker of the minutes.

§9 Labor agreements

Before hiring a full-time employee the board will regulate the remuneration in the by-laws.

§10 Financing

1. The funds required for the Association are raised through 2. membership fees, 3. contributions by the federal states, town councils and other public bodies, 4. donations, 5. other financial contributions made by third parties, 6. …
2. The members pay fees based on the decision taken by the General Assembly or by the active members in an internet vote with a simple majority. Once defined the membership fees will be incorporated in the by-laws.
3. In case of a dissolution or liquidation of the association or termination of its tax-privileged status all its assets will become property of …

§11 Inception

These Articles of Association came into effect following a decision by …