OpenProject Foundation Statutes
Vision of OpenProject Foundation
Statutes of OpenProject Foundation
§ 1 Name and Office of the society
- The name of the society is OpenProject Foundation e.V..
- It is registered in the Berlin Municipal Court and has a title suffix e.V. (registered society)
- The society’s main office is in Berlin.
§ 2 Objective of the society
The objective and aims of the society are:
- The society operates on a non-profit basis and does not pursue commercial objectives.
- The society pursues non-profit goals exclusively, as defined by the German fiscal code.
- The goal of the society is promotion of science and research; especially with regard to research and development of the Open Source software Open Project and boosting international development cooperation. The society objectives are supported through
- planning and implementation of scientific events, research projects, talks and expert discussions around OpenProject. All research findings are promptly published.
- the formation and promotion of an active and open OpenProject community comprising developers, users and companies for continuous development of the Open Source project collaboration software OpenProject;
- the definition and development of the project vision, code of conduct and fundamentals of the application;
- compilation of the development guidelines and ensuring that they are followed;
- definition and implementation of development and quality assurance processes;
- provision and operation of the project platform.
§ 3 Fiscal Year
- The fiscal year of the society is the calendar year.
§ 4 The Membership
- The members of the society can be a natural person, society of individuals and corporate bodies. The request for membership to the society must be submitted in a written application.
- Natural persons must be above 16 years of age.
The Board of Directors will decide on the acceptance of the application. Once accepted, the member will be obligated to follow the statutes.
§ 5 Termination of the Membership
- The membership will be terminated by:
- written notification of resignation at the end of the business year. The written notification must reach the Board of Directors at least three months in advance;
- death of the member;
- discontinuation in case of body of individuals and loss of legal capacity in case of corporate bodies.
- The debarment will take place after a hearing of the concerned party through a resolution by the Board of Directors of the society. Before the decision, the member will have the opportunity to make a statement in person or in writing, for which the member will be requested in writing to furnish it within 10 days. The decision on debarment will have to be substantiated with a written explanation and notified to the member in a written letter.
- A member can only be debarred on account of express reasons. The express reasons for a debarment are, for instance:
- the member has breached the statutes,
- is working against the objective of the society or
- continues to have financial liabilities towards the society in spite of two reminders.
- The debarred member can lodge an objection to the Board of Directors of the society within two weeks of notification of debarment. The next general meeting will decide about the objection. The debarred member will retain their voting rights until the final decision of the general meeting.
- After the termination, the member will cease to have any claims on the society’s assets.
§ 6 Rights and Duties of the Members
- The regular members have the right to participate and vote in the general meetings as well as place requests.
- Every natural person has a vote. Bodies of individuals and corporate bodies can nominate up to three representatives, each of which will have a vote.
- The members are obligated to follow the statutes and submit the stipulated dues in time in accordance with the ordinance concerning contributions and dues.
- The members are obligated to actively support the objective and activities of the society.
- The members are obligated to submit dues. The amount of membership fees will be regulated by a separate ordinance decided by the general meeting.
§ 7 Organisation Bodies of the Society
The society’s organisational bodies are:
- the Board of Directors and
- the general meeting
§ 8 Board of Directors
- The Board of Directors comprises two chairpersons, one treasurer, one secretary and up to four observers.
- The Board of Directors are, in accordance with Art. 26 BGB, the two chairpersons, who together represent the society.
- The Board of Directors will work in an honorary capacity. Travel costs and other expenses will not be provided.
- The meeting of the Board of Directors will take place at least once a year. The invitation to a meeting of the Board of Directors will take place through the chairpersons in a written form or e-mail with a notice of at least seven days. The Board of Directors can pass a resolution when half of the members and at least one of the chairpersons is present.
- Every member of the Board of Directors has a vote. The majority decides the valid votes put while taking a decision; in case of a tie of votes, the chairpersons get an additional joint vote. Decisions of the Board of Directors can also be taken in writing, in electronic form or telephonically in case of an urgency, if all the members of the Board of Directors give their consent to this procedure in writing or telephonically. Decisions of the Board of Directors taken in writing or telephonically must be recorded in writing and signed by all the members of the Board of Directors.
- The Board of Directors is responsible for all the matters of the society unless the responsibility is assigned in the statutes to some other authority.
- The office term of the Board of Directors is two business years. A re-election is permitted. The members of the Board of Directors will remain in office after their term only so long as a new Board of Directors is elected in the next general meeting. If a member of the Board of Directors resigns during the term, a successor for the remaining term of the resigned member will be elected by the general meeting.
- The Board of Directors will create a budget recommendation for the following business year, the action plan and the strategic objectives for the society.
§ 9 General Meeting
- The general meeting will be called by the chairpersons at least once a year or, if required, also on request by two members of the Board of Directors or on the request of at least one fourth of the members of the society in writing or via email with a notice period of two weeks with a mention of the agenda. The deadline will begin with the sending of the invitation on the following day. The invitation will be considered sent to the member when it has been sent to the address last notified by the member to the society in writing or via e-mail.
- Members can request an addition in the agenda latest by one week before the general meeting by submitting the request in writing to the Board of Directors. The head of the meeting must inform the change at the beginning of the general meeting.
- If a request is made for a change in the agenda during the meeting, it needs a resolution with a majority of three fourths of the participating members.
- The general meeting will be conducted by the chairpersons, in the absence of which another member of the Board of Directors will take over. If no member of the Board of Directors is present, the meeting will decide the leader. In case of voting, the meeting can be headed for the duration of the voting and the subsequent discussion by a voting committee.
- A member can select a representative among the society members for the voting procedure in the general meeting by a written authority letter. However, one member can only represent one member.
- A general meeting can also be conducted as a telephone or video conference.
§ 10 Responsibility of the General Meeting
The general meeting is primarily responsible for:
- discussing the annual report of the Board of Directors;
- granting or refusal of exoneration;
- acceptance of the budget recommendations for the following business year;
- voting in and out of members of the Board of Directors;
- resolution on a change in the statutes and dissolution of the society;
- as an appellate body against the decision on the debarment of a member;
- resolution on the changes in the ordinance concerning the dues on the recommendation of the Board of Directors;
- selection of an annual accounts auditor and his representative. The annual term of the auditor will be two years.
§ 11 Quorum and Resolution of the General Meeting
- Any general meeting called in accordance with the statutes with a third of the society members in attendance forms a quorum.
- Resolutions up to those listed in Clause 3 are moved with simple majority of the valid votes cast. Abstentions from votes are not counted. A request is considered dismissed in case of a tie.
- Amendment to the statutes, voting out of a member of the Board of Directors and resolutions concerning the dissolution of the society can only take place in a general meeting with a majority of three fourths of the valid votes cast.
§ 12 Voting
- All voting stipulated in these statutes will be in secret on request.
- It is chosen who will document the majority of the valid votes cast.
- If there is no majority during the first voting for the election of a member of the Board of Directors, an immediate run-off ballot between the two persons with the most votes in the first voting will be taken.
- If the run-off ballot shows a tie, a draw of lots will decide the member.
§ 13 Resources of the Society
- The resources of the society may only be used for purposes in accordance with the statutes.
- The members will not receive any profit shares and, in their capacity as members, they will not receive any benefits from the society’s resources either.
- No person can be given outlays in breach of the legal purpose of the society or granted disproportionately higher compensations.
§ 14 Dissolution
- The society can only be dissolved in a general meeting with a majority of three fourths of the valid votes cast.
- If the general meeting is not able to move any other resolution, the chairpersons together are authorised to be representative liquidators.
- In case of termination of the society or loss of the non-profit status, the assets of the society are transferred to a corporate body under public law or another non-profit entity for research and science advancement purposes.
- The general assembly will decide to which corporate body under public law or another non-profit entity the resources will be transferred. The resources can only be used for a non-profit purpose, in order to pursue the goals of the society further.
- The abovementioned clauses are correspondingly applicable if the society is dissolved for some other reason or loses its legal capacity.
§ 15 Minutes
- Minutes will be taken in all meetings, assemblies and resolutions of the society and signed by the head of the meeting and a chairperson.
- The minutes will be considered accepted if no participant lodges a written objection to the minutes within two weeks.
We assure the correctness and completeness of the statutes in accordance with Art. 71 Para sentence 4 BGB.
|1. Chairperson of the Board of Directors||2. Chairperson of the Board of Directors|
|Marco Tesch||Birthe Lindenthal|
The original German version of the statutes can be downloaded here.
(Version 1.2 from 17. January 2014)