wiki/team/association/bylaws.md

title	description	published	date	tags	editor	dateCreated
Bylaws		true	2021-09-26T21:11:24.070Z	documentation, association, legal	markdown	2020-03-02T14:02:26.273Z

Bylaws

The bylaws complete and accurate the statutes [en] [fr]. They are applicable to any Member upon approval by the Administration Council.

Definitions

Core Values of the Association

Development, equality, cooperation, openness, freedom, group achievement, independence, and solidarity

In cooperation with the community, the Association helps create an environment where all community members can benefit from vision, ideas, commitment and solidarity. It takes best efforts to enable people to take decisions making Open Mandriva an even more open, active and decisive community that respects the core values specified in article 3

Seat

The seat of the association is located: 6 place de la gare, 91600 Savigny sur Orge' France

Financial year

The financial year is the calendar year.

Definition of members

1. The founding members are the people who founded the Association. They participate in General Assemblies with deliberative vote and are eligible for any office in the Association. They have the same rights as regular members.
2. Any person who actively contributes to the development and success of OpenMadriva can become a member of the Association. A contributor who wishes to join the Association shall explain his/her wish to the Council. At the same time, most active participants of the community may be invited by the Council to join the Association. All new memberships shall be approved the Council. Members participate in General Assemblies with deliberative vote and are eligible for any office in the Association.
3. The distinction of honorary member may be awarded by the General Assembly to persons who render or have rendered significant services to the Association. An honorary member takes part in the General Assembly.
4. Responsible persons of regional user communities (RUCs) are appointed within their communities. The responsible persons elect among them the representative of the user community. The election procedures and the terms of office are determined by the first elected Council. The Council shall, each three years, determine the RUCs based on their importance and regional peculiarities: language / country / group of countries / cultural similarities. The responsible persons of RUCs may be members; they participate in General Assemblies with deliberative vote and are eligible for any office in the Association. The user community representative also sits on the advisory committee.
5. Team leaders are selected by the team members to be their representative. They participate in the technical committee that takes part in the advisory committee. They are members, participate in the General Assembly with deliberative vote and are eligible for any office in the Association.

Advisory Committee

The advisory committee includes:

• board of sponsors;
• technical committee;
• external consultants; and
• user community representative.

The advisory committee’s mission is to communicate its vision to the Council at any point of time. The advisory committee members may be invited to the Council meetings. The advisory committee members are invited to participate in the General Assembly with advisory vote and are not eligible for offices in the Association.

External consultants are persons from the Linux and open source ecosystem. They know the essential elements and technologies used by Open Mandriva products, e.g. Linux kernel, KDE environment, etc. They are chosen by the development teams and must be approved by the Council. Only one external consultant may be chosen by each team in their action field. External consultants participate in the advisory committee and can be invited to participate in the General Assembly with advisory vote only. They are not eligible for offices in the Association.

Technical Committee

The technical committee is composed of the development and technical team leaders. It participates in the advisory committee.

The technical committee shall provide advice to the Council, taking into account the expertise of its members and the technical capacities of their teams.

The rules of formation of the technical committee shall be determined by the first elected Council.

Responsible Persons of RUCs

The responsible persons of RUCs must be members of the Association. They shall be registered on the Association’s website and actively participate in the community platforms (e.g. Forum, question-answer service, documentation, etc.).

They shall gather opinions, suggestions and demands, and, if necessary, translate them into English and communicate them to the user community representative (article 7) as often as they deem necessary, but at least once each six months. They shall also submit to their RUC (and, if necessary, translate) the reports of the general assembly and the Council meetings. One member may be the responsible person of several RUCs

Donations by Sponsors and Maescenas

Sponsors and maescenas are listed on the Association’s website. Upon the request of a sponsor or a maescena, his/her the donation may be considered anonymous and his/her name will not be published.

The Association accepts donations in various forms, i.e. financial aid, services or various tangible assets necessary for the purposes of the Association.

The Association shall use each donation for the purpose specified by the sponsor or maescena.

The Association has a right to reject any donation without specifying a reason therefore.

• Sponsors are companies who make donations, in various forms, to the Association. They can be of Platinum, Gold, Silver or Bronze level. The size and quality of donations for each level are determined by the Council each year. Sponsors participate in the advisory committee (please see article 11).
• Maescenas are private people who donate to the Association. They do not participate in General Assemblies and are not eligible for offices in the Association. Maecenas who provide vast support to the Association and wish to take part in the advisory committee as sponsors may be assigned the Platinum/Gold/Silver/Bronze level and given the rights of a sponsor by resolution of the Council.

Membership

Procedure

Know where you want to go :)

First step, you should read Statutes and Bylaws

Agreement in principle

For being a member, a mail has to be sent to council@openmandriva.org. This should contain:

• Your Full Name (that is to say the one that is on your passports/id card/driver license) and a physical address or postbox where you can receive mail.
• You have to give your date of birth.
• Any other personal data should ''not'' be sent.
• A short presentation of yourself and your motivation to be member of the assocation.

You will receive in a few days, from the council, an agreement of principle, an ask for more information or a refusal.

If you got the agreement of principle, you will be subscribed to the member mailing list, you can assist to General Assembly. For being able to vote, you will need to be a fully recognized member.

Becoming a fully recognized member

For becoming a fully recognized member and being able to vote, you first have to be over 18. However, you only can be member with Agreement in principle. Then you'll need a GPG key and exchanging some informations with the council.

Generating a OpenPGP Key

Then you should generate a OpenPGP key, following the process which is in the ''documents'' tabs of the site. Don't forget to save your key pair in a safe place. Then print or write by hand your public key fingerprint still following the process of OpenPGP key pair generation.

Giving documents to the council

If you can meet someone from the council, .... (write in progress)

Governance, organization and activities

Location of activities

The Association may carry out its activities anywhere outside its offices, including outside the French territory.

Administration Council

First Administration Council

The first Council is composed of the founders of the Association.

Matthew Dawkins acts as the board chairman, Raphael Jadot as the treasurer, and Ekaterina Lebedeva as the secretary.

This provisional Council shall be in charge of the Association until the first General Assembly to be held within six months.

Its task shall be to prepare the first bylaws of the Association and, generally, launch the Association’s operations.

Electing the members

The Council has an uneven number of members (from 5 to 17).

The new number of the Council members is determined not later than one (1) month before the election date and made public on the Association website.

Candidates to the Council must be members and must announce their candidacy to the secretary of the Association not later than 3 days before the scheduled election.

In case of vacancy, the Council provides temporary replacement of Member(s) in anticipation of the next General Assembly.

The presence of half of the members + 1 of the Council is required to make its deliberations valid.

Members of the Council are elected on a uninominal vote in one round among all announced candidates. The winner is determined by simple majority. Hence, the candidate who has received the most votes is considered elected to the Council.

Powers, Communication Means and Operation of the Council

Consensus resolutions are preferred; however, where this is not possible, resolutions are made by vote, with the Chairman’s vote being decisive in the event of a tie. Meetings are recorded in relevant minutes, published publicly except for personal data information. The Council meets when convoked by its chairman: at least once every 3 months or upon the request of a quarter of its members.

Members of the Council may take part in its meetings in person, by proxy, via teleconference, or via authenticated internet relay chat (IRC).

The presence of half of the members + 1 of the Council is required to make its deliberations valid.

Consensus resolutions are preferred; however, where this is not possible, resolutions are made by simple majority, with the Chairman’s vote being decisive in the event of a tie, or as otherwise provided in the bylaws. Meetings are recorded in relevant minutes.

The minutes are signed by the chairman and the secretary. They are issued on numbered sheets without any gaps or alterations and kept at the registered office of the Association or, if no special place for keeping them is available, at the secretary’s place of residence. The Council is vested with the broadest powers to perform, or to authorize the performance of, any and all acts or operations which match the Association's objects and are not within the General Assembly’s exclusive competence.

Loosing the Status of a Board Member

Any Council member who has not attended three consecutive meetings without a good reason may be dismissed from office.

Ordinary General Assembly organization

Organization

To validly participate in a meeting, the members have to be present or represented there.

The General Assembly meets at least once a year, not later than six months after the closing of the accounting year. A meeting can also be convoked by the Council (at least a quarter of the board members) or by regular members (at least a quarter of all of the Association’s members).

The meeting notice and its agenda will be published on the Association's web site.

The agenda is prepared by the Council.

The chairman presides at the General Assembly.

The chairman describes the state of affairs of the Association.

The treasurer reports on his operations in a financial report which he submits for the General Assembly’s approval.

The General Assembly acquaints itself with the Council’s reports.

It approves the operations and financial report for the past year, votes on the activity plan for the next year, deliberates on the agenda matters and, if applicable, votes on renewals in the Council.

All resolutions of the General Assembly are made by majority of votes. However, resolutions on dismissal of board members are made by three-quarter majority.

In the event of a tie vote, the President’s decision shall prevail.

Secret ballot is used if a member requests it.

Votes

Resolutions on dismissal of board members are made by three-quarter majority. Contest or votes for administrators are voted using the SSD voting system. All resolutions of the General Assembly are made by majority of votes.

In the event of a tie vote, the chairman’s decision shall prevail.

For an ordinary General Assembly, no quorum is required. Each member has one vote.

Minutes of meeting

The secretary prepares minutes of the meetings that are then signed by the board chairman and the secretary and recorded in a register.

The provisions of article 18 apply to the General Assemblies.

Communication and Electronic Procedures

Electronic procedures

Given the international significance of the Association, its default language for internal communication purposes shall be English.

Modern communication means, such as telephone, email, teamwork software, online cooperation software, and other remote work means (whether electronic or not), may be used instead of traditional mail or personal meetings to facilitate the work of the managing council and enable communication between the Association members, teams, committees.

In particular, all such means can be used in the meetings of the Council and in all related processes (in particular, convocation, deliberations, etc.), as well as for voting in all representative bodies.

Moreover, given the international character of the Association, it will be also possible to replace any procedure requiring simultaneous participation (General Assembly or meeting of the Council) by a procedure enabling non-simultaneous participation thanks to a solution applied in certain social enterprise networks. The procedure shall be explained on the Association website and shall give the participants the same rights as a traditional procedure requiring simultaneous participation.

Personal digital certificates (e.g. OpenPGP, CAcert certificates) validated by the Council can serve as a digital signature and be used instead of a signature on paper.

However, these provisions do not apply to the administration and legal documents required by the French law.

Dissolution

In the event of a voluntary, statutory or judicial dissolution, the assets shall be transferred to an association having a similar purpose. If there is no such association, the General Assembly shall select a social association.

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