Unofficial translation of bylaws into English #13

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# Bylaws
Please note: This is an unofficial English translation of the German bylaws document. The official German version is the only legally binding document. Please see the Readme in the parent directory for further information.
## Preamble
The creation of Free Software is experiencing an unbroken boom due to the general availability of the Internet and the resulting network effects. The number of people involved in development of Free Software is growing exponentially. Effective collaboration in larger, international and geographically separated groups has only become possible with the introduction of new software tools and collaboration platforms.
While the dominating software tools which made this collaboration possible were developed as Free and Open Software (a good example is "GIT"), the succeeding collaboration tools are proprietary online services of commercial companies, which are mostly operating under US law. This lead to the paradox situation that millions of volunteers create knowledge, text contributions and software of unrecognizable value while the control is handed over to these commercial platforms.
The non-profit and free as Open-Source developed code which makes our modern communication in the Internet and the connected life possible, even the products of publicly funded science, are inserted into private and commercially operating platforms, whose software and stock cannot be controlled from outside, whose control is not even attempted.
As Codeberg e. V., we are convinced that the process of software creation, the documentation and communication in which developers of Free Software participate deserve a likewise free and non-profit operating platform, to guarantee the openness and the availability of free software for all future.
Therefore, the purpose of Codeberg e. V. is the creation and operation of a free collaboration platform for the creation, archiving and preservation of code and the documents of its development processes, as well as the improvement, customization and integration of already existing free software tools for making this platform possible. Dependencies on external and proprietary services for the operation of the platform are specifically avoided in order to not endanger the independence, autonomy and existence of the platform.
## § 1 Name, Seat and Fiscal Year
(1) The name of the association is "Codeberg e. V.", in the following referred to as "association".
(2) The seat of the association is Berlin, Germany. It is to be added to the Register of Associations and will then bear the addition "e. V." (German registered association)
(3) The fiscal year is the calendar year.
## § 2 Purpose and Tasks
(1) The purpose of the association is to promote the creation, collection, distribution and preservation of Free Content (Open Content, Free Cultural Work) and Free and Open Source Software (FOSS) and their documentation in selfless work to enable equal opportunities regarding the access to knowledge and education. Therefore the awareness of related social and philosophical questions should also be increased.
(2) While collecting and distributing Free Content, open and commonly used Repository and Version Control Systems ("RCS" and "VCS") should be used and generally made available primarily but not exclusively that save and preserve the whole history of the creation and improvement of of Open Source software and make it freely available to the society via the Internet. A prominent example is "GIT", a software created by Linux developer Linus Thorvalds.
(3) The association acts independently and autonomously.
(4) The purpose of the association shall be served in particular by
- the operation of Internet connected systems for the creation, collection and distribution of Free Software (Open Source) and Free Content.
- the distribution and support of the distribution of Free Software and Free Content via different methods, for example via digital or printed medium.
- the creation, serving and distribution of information as well as public relations work on the topic of Free Software and Free Content.
- the clarification of scientific, social, cultural and legal questions related to Free Software, Free Content, Repository and Version Control Systems and Wikis. Examples include reports, studies and orders for the research and development of systems necessary for the operation of the platform as well as the award of scholarships in these domains. They must directly serve the purpose of Codeberg e. V. and results must be published and made available to the public on time. Additionally, orders, awards and their award guidelines must be publicly announced.
(5) The association may acquire funds, provided they are only used for the purposes mentioned above, for other tax-privileged bodies or public law entities and forward it to them as well as participate in tax-privileged corporations and even become a member of them.
(6) The association strives only and directly for non-commercial purposes as of the paragraph "steuerbegünstigte Zwecke" (tax-privileged purposes) of the "Abgabenordnung" (German Fiscal Code) 1977 (§§51 ff. AO) in the latest valid version. It is acting selfless and does not primarily pursue self-sufficient goals.
(7) Means of the association may only be used for purposes according to the bylaws. The members in their role as member do not receive support from the funds of the association. Members are not allowed to receive parts of the association's assets on their leave or the dissolution of the association.
## § 3 Membership
(1) Every natural and legal person or legal partnerships can become a member.
(2) The association consists of active members, supporting members and honorary members.
(3) Any natural person who wants actively participate in the association or one of its supported projects can become an active member of the association. Any natural or legal person or legal partnership can become a supporting member, which do not actively participate in the association's activities but support and fund the aims and goals of the association.
(4) Natural persons who have contributed in an outstanding way to the association can be named honorary members. Therefore, a resolution of the association's main assembly is required.
## § 4 Rights and Duties of the Members
(1) Members are permitted to attend all offered events of the association. Additionally, they can use their right to submit requests to the the Praesidium and the main assembly.
(2) The members support the Association and its purpose in adequate fashion. They are obliged to pay the allowance as of the latest valid membership fee regulation (Beitragsordnung). Further, they are obliged to immediately inform the association in case of changes in their postal address, mail address and bank address. The member is liable for any consequences that are a result of ignoring these obligations and frees the association from any liability.
(3) Active members have active and passive election rights as well as the right to submit requests, to vote and to speak at general assemblies. Employees and former employees of the association whose employment relationship did not end more than one year ago are not eligible.
(4) Supporting members have the right to submit requests and to speak at general assemblies but no voting or election rights.
(5) Honorary members have the same rights as active members but are freed of paying allowances.
(6) The positions of the association are held on an honorary basis.
## § 5 Begin and End of the Membership
(1) The membership must be applied for in writing to the executive board. Application via E-Mail or online form is permitted. The board decides over the application if the Praesidium does not contradict it. The board is not obliged to inform the applicant about the reasons for disapproval. The disapproved applicant can call the main assembly to take a final decision on their application.
(2) Membership ends with voluntary leave, exclusion, death of the member or loss of legal capacity for legal persons.
(3) The resignation of an active member or honorary member must be declared in written form by the end of the fiscal year. The board decides on termination of membership during the year upon application by the member.
(4) The resignation of a supporting member can be declared at any time and with immediate action as terminal in writing or via E-Mail.
(5) The exclusion of a member with immediate action and with an important reason can be declared in case the member violated the bylaws, additional orders, the association's purposes or its interests. The exclusion of a member shall require the majority of two-thirds of a vote by the Praesidium. In advance of the decision, the member bust be granted with the opportunity to comment on the accusations within a period of two weeks.
(6) With the end of membership for any reason, all claims from the membership end. A refund of fees, donations or other supporting services is generally precluded. The claim of the association regarding overdue fees of active members remains unaffected.
(7) The membership ends with removal if the address of the member is unknown against § 4 paragraph 2 sentence 2 or if in spite of reminders at minimum intervals of two weeks the membership fee was not paid. The second reminder must have been sent in written form and must contain a notice of the removal. After expiry of a declaration period of three months, the membership ends automatically. The period starts with the sending of the second reminder.
## § 6 Membership fees
(1) The amount of the annual membership fees and admission fees is determined by the fee regulations (Beitragsordnung) which is adopted by the main assembly.
## § 7 Bodies of the Association
(1) Bodies of the association are:
a) the main assembly
b) the Praesidium
c) the executive board
## § 8 main assembly
(1) Highest body of the association is the main assembly. The main assembly shall decide over fundamental questions and issues of the association. It has in particular the following tasks:
a) to elect the Praesidium and the accountants,
b) to decide over bylaws, changes to the bylaws and the dissolution of the association,
c) to decide the budget,
d) to accept and discuss the yearly reports,
e) to discharge the Praesidium and the executive board,
f) to discuss and decide over existing requests,
g) approval of all rules of procedure for the association area,
h) decisions to the membership fee regulations,
i) Decide to raise loans with which the sum of the association's total liabilities would exceed four percent of the total revenues of the preceding year.
(2) The main assembly is to be called once a year from the Praesidium and should be held in the first half of the year. The invitation must be issued at least six weeks in advance in written form or by E-Mail, stating the agenda and already submitted requests. Objections to the schedule and election proposals as well as own requests of the members must be received by the executive board at least four weeks before the assembly.
(3) The regular main assembly is being carried out via online platform.
a) The online platform is served by the Internet and is only accessible to members of the association. The authentication for the log-in of the members and the votes is realized with their personal log-in credentials.
b) In case the main assembly is interrupted or impossible, a replacement date is selected within a month. If the technical problems are not solved in this time or if urgent draft resolutions require a sooner decision, a classical main assembly is scheduled.
c) When electing members of the Praesidium or accountants, voting on changes to the bylaws or accepting requests, which touch the members or their duties, they have to receive the possibility for a remote votes. The documents for this vote must be sent to the members with voting rights at least two weeks in advance to the end of the voting period.
d) Further details are controlled by the election regulations.
(4) The main assembly can decide to provide further elections and requests to the members via remote vote for decision. In the decision the period for the remote election must be fixed. Further, the regulations of paragraph 3 apply accordingly.
(5) Later requests are to be deal with if the main assembly accepts their treatment (Requests for urgent procedure).
(6) The Praesidium has to call for an extraordinary main assembly immediately and with precise announcement of the reasons, if the interest of the association requires it or a significant part of members demands it in written form and with statement of the purpose of the Praesidium. Depending on the amount of members the following is considered as "significant":
> 1 - 1000: At least 10 % of the members,
> > 1000: At least 100 members.
(7) Decisions of the main assembly are recorded in a protocol and are signed by the executive board and two members of the Praesidium. The protocol shall be made available to the members within four weeks of the assembly. It becomes valid if there were no objections raised within four weeks after publication from a member of the Praesidium or the chairperson of the meeting or at least 10 % of the attending members.
## § 9 Voting Rights and Quorum
(1) Each member with voting rights has one vote. The voting right is not transferable.
(2) Each properly summoned main assembly is competent.
(3) The main assembly takes decisions with simple majority. In case of equal votes, the request is considered as rejected.
(4) Changes to the bylaws and decisions for the dissolution of the association require a majority of two thirds of the recorded votes. Changes to the bylaws may only be voted upon if this item has already been stated in the agenda in the invitation (as of the period mentioned in the bylaws) to the main assembly and if the current and proposed text of the bylaws were appended to invitation.
## § 10 Praesidium
(1) The Praesidium consists of five representatives elected by the main assembly. The Praesidium may co-opt up to two additional electable members of the association into the Praesidium for their period of office with a decision with a majority of two-third.
(2) The period of office of the elected members of the Praesidium is two years. The period of office of the old Praesidium ends with the day of the election of the new Praesidium. The business of the Praesidium is continued by the old Praesidium until the transfer of the official business to the new Praesidium. The handover has to take place within four weeks of the election of the new Praesidium.
(3) The Praesidium shall in particular:
- represent the association to the members;
- appoint and dismiss the members of the executive board;
- appoint and dismiss employment contracts;
- continue the strategic focus of the association and to formulate goals for the executive board;
- control the business operations of the board;
- grant prior content to legal businesses as of § 12 (5);
- decide changes to the economic plan for the current year;
- represent the association in bodies, in which it is involved in accordance with § 2 (5).
(4) In case a member of the Praesidium leaves or is elected as of sentence 1 into another position, the Praesidium may decide with a majority of two-third to co-opt another electable member as an assessor or start a re-election at the next main assembly. If the number of elected members of the Praesidium is less than three, a re-election on the main assembly shall be performed.
(5) The liability of the Praesidium is limited to intention and gross negligence.
(6) If a member of the Praesidium violates the regulations or the interests of the association in negligible way or heavily interferes with the work of the Praesidium, they can be suspended from its position with important reason. The Praesidium decides over the suspension with a majority of two-thirds. Prior to the decision, the member of the Praesidium must be provided the possibility to comment on the accusations made. The rights and duties resulting of the position of the concerned person are dormant during the suspension. The maximum length of the suspension will last until the next main assembly. If the term of office does not end before the next main assembly, the members of the association decide over a dismissal from the office.
## § 11 Resolutions by the Praesidium
(1) The Praesidium decides with simple majority. The Praesidium is competent if at least half of its members participate in the vote. Abstentions and invalid votes are considered as missed votes.
(2) The Praesidium makes resolutions in sessions, telephone conferences or via online vote. The members of the Praesidium and of the executive board have the right to propose requests.
(3) The invitation to a session must be sent out seven days in advance, in case of phone conferences two days, to the members. Stating the agenda is optional. The voting period for online resolutions takes usually seven but at least three days.
(4) All sessions and resolutions of the Praesidium must be logged.
(5) Further details are determined by the business regulations.
## § 12 Executive Board
(1) The executive board according to § 26 BGB (German Civil Code) must consist of at least one person. The Praesidium can order more people to the board. Board members must be members of the association, but may not be part of the Praesidium.
(2) The board is elected by the Praesidium for a duration of two years. Re-election is permitted. The board can be dismissed by a resolution with a two-thirds majority of votes by the Praesidium.
(3) A board member represents the association on it's own if it is the association's only board member. In case the association has multiple board members, they represent the association in common.
(4) All or single members of the board can be empowered by the Praesidium to the exclusive representation.
(5) The Praesidium may, by means of individual instructions or rules of procedure, make businesses dependent on its prior consent or establish a discretionary limit without consent. The following transactions always require the prior consent of the Praesidium, unless they have already been decided by the business plan:
- acquisition, encumbrance and sale of real estate and equivalent rights;
- foundation of and participation in companies or institutions under private law;
- establishment and closure of branch offices.
(6) The executive board may in particular:
- lead the businesses of the association;
- realize the measures, strategies and goals decided by the main assembly or the Praesidium;
- provide the business plan over the Praesidium to the main assembly for approval
- provide changes to the current business plan to the Praesidium for approval
- create and provide the annual accounts via the Praesidium for discussion and approval to the main assembly
- inform the Praesidium about all relevant situations and developments
- inform the main assembly about its activities
(7) In case the board consists of multiple persons, § 11 is valid for the passing of resolutions.
(8) The executive board is allowed to perform changes to the bylaws if they are required by the registration court, the financial offices or by laws for associations and taxes or if they are editorial. All members must be informed at the following main assembly.
## § 13 Cash Auditing
(1) The main assembly elects at least one and up to four cash auditors for the duration of one year. If more than one cash auditor retires before the end of its period of office, all vacant positions bust be remotely re-elected for the rest of the current period of office.
(2) The cash auditors have the task of checking the vouchers as well as their correct booking and the use of funds and to determine in particular the correct use of funds according to the bylaws and tax regulations. The audit does not extend to the expediency of the expenses made by the board. The cash auditors have to inform the main assembly about the result of the cash audit. The cash auditors may not belong to the executive board, the Praesidium are any of their committees and may not be employees of the association.
(3) The Praesidium must call for an immediate extraordinary main assembly if the cash auditors request it in written form and with provided reasons. The application is only valid if the necessity results of the cash audit.
## § 14 Dissolution of the Association
(1) In case of dissolution of the association or in case of discontinuation of its previous non-profit purposes, the assets of the association will be transferred to a public corporation or to a corporation recognized as tax-privileged, which must use them directly and exclusively for the promotion of education in the sense of the bylaws. The recipient is determined by the main assembly at the same time as the decision to dissolve the association.
(2) The members of the board who are in office and authorized for representation are appointed as liquidators, unless the main assembly decides otherwise conclusively.
Location, date
Blankenfelde-Mahlow (Germany), 9th September 2018
# Fee Regulation
## § 1 Amount of Contributions
(1) Members decide for the amount of their membership upon registration. A change is applied via E-Mail to the executive board.
(2) The minimal yearly membership fee for natural persons is 24 Euro.
(3) The minimal yearly membership fee for legal entities is 100 Euro. The executive board decides exceptions upon request.
(4) Honorary members are released from payments as of the bylaws.
## § 2 Discounts
(1) For members with reduced financial vitality (e.g. pupils, students, unemployed, pensioners and social welfare recipients), the minimum membership fee can be reduced upon request.
(2) The discounted minimal yearly fee is 12 Euro.
(3) The board decides the written application for a discount of the membership fee on the reasons of paragraph 1.
## § 3 Due Date / Payment Method
(1) Members determine their payment interval at registration. The fees can be either paid monthly, quarterly, half-yearly and yearly.
(2) The membership fee is due in full amount at the first day of the commenced interval, respectively with the accepted membership application. For the period between the admission and the first regular payment interval, the amount is determined proportionally, i.e. if, for example, in the case of monthly payment, the admission takes place 14 calendar days before the end of a month with 31 days, the first contribution is 14/31=45% of the regular contribution.
(3) The payment of the contribution is made by direct debit. On special request the contribution can also be paid by bank transfer. In this case, the membership number must be indicated.
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