wiki/doc/statutes-constitution-en.md

title	description	published	date	tags
Statutes constitution English		true	2020-03-07T10:56:31.748Z	documentation

Statutes constitution English

Article 1 - Creation

An association governed by the law of July 1, 1901 as amended is formed between the members of the present statutes.

Article 2 - Legal

The association takes the name: OpenMandriva

Article 3 - Purpose of the Association

The purpose of the association OpenMandriva is:

• the creation, enhancement, promotion and distribution of free software and open source in general, and in particular OpenMandriva projects;
• promoting free exchange of knowledge and access to all software and development, for personal, commercial, educational or scientific use.

Article 4 - Seat

The address of the seat of the Association is specified in the [Bylaws]. By default it is located at the President's address. It is transferable by decision of the Administration Council.

Article 5 - Duration

The duration of the Association is unlimited.

Article 6 - Members

Can become Member any natural or legal entity interested by the purpose of the Association.

The Association consists of:

• Founding members who participated in the Constituent Assembly;
• Honorary members approved by the General Assembly;
• Members approved by the Administration Council;
• Members representing a Local Community of Users ;
• Members representing a team.

The approval decision of Members is neither motivated nor appealable.

The membership is lost by:

• Death;
• Resignation;
• A decision of exclusion of the Administration Council neither motivated nor appealable after the member concerned has been asked to submit its observations.

Article 7 - Administration and representation

7.1 - Administration Council

The association is governed by an Administration Council vested with the broadest powers to perform all acts falling within the purpose of the Association that are not reserved to the General Assembly or the President.

The Administration Council is composed of major members elected by the Ordinary General Assembly for a term of two years renewable.

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

Each Director may be removed by decision of the Ordinary General Assembly. The revocation decision is neither motivated nor appealable, and occurs after the person has been invited to submit its observations

The Administration Council:

• Decides on the admission or exclusion of members, except Honorary Members,
• Convene Assemblies, including the Annual General Assembly within six months after the end of the financial year,
• Appoints in its own the President and the Bureau
• Supervises, controls and directs the activities of the President,
• Approves the consolidated budget and authorizes purchases, transfers and rental for the operation of the Association.
• Approve or reject amendments to the [Bylaws] submitted by members.

Any amendment to the [Bylaws] has to be approved unanimously by the Council.

The deliberations of the Administration Council on property acquisitions, exchanges and transfers necessary for the purposes of the association, taking mortgages on these properties, on leases exceeding nine years, transfers of ownership and loans must be approved a priori by the Ordinary General Assembly.

7.2 - The President and the Bureau

The Association is represented by a President elected by the Administration Council from among its members by a majority of votes. The President may be assisted by Administrators elected under the same conditions as Vice-President, Secretary or Treasurer.

Article 8 - [Bylaws]

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

Article 9 - Resources

The association can receive all legally authorized resources, including entrance fees and subscriptions, grants and donations.

Article 10 - General Assemblies

Members may be present at:

• Ordinary General Assembly;
• Extraordinary General Assembly acting by qualified majority of two thirds of the votes cast with a quorum of Members present or represented. In the absence of a quorum, a second Extraordinary General Assembly shall be convened within two weeks, without a quorum. General Assemblies meet at the initiative of the Board or Directors or fourth quarter of the Members. The Ordinary General Assembly shall decide on:
• Approval of Honorary Members;
• The appointment and removal of Administrators;
• The annual report presented by the Administration Council;
• Any decision of the Administration Council for the acquisition of property, transfer and disposal necessary for the association, mortgaging a property, the lease for a period exceeding nine years, alienation ownership and borrowing.

The Extraordinary General Assembly shall decide on:

• Amendments to the Articles;
• The dissolution of the Association.

The Procedures of vote of extraordinary General meeting only consist in referendum. The notice is sent 30 days in advance:

• Statutes may be amended if two thirds of the present members are in favour of such amendment.
• The dissolution may be pronounced if two third of the present members are in favour.

Article 11 - Dematerialized Communications

All Assemblies and Decisions intervention may be dematerialized according to a procedure established by the [Bylaws].

Article 12 Jurisdiction

The Association is represented in court by its President or by any agent that will specially designated. The jurisdiction for all actions concerning the association is the court where the association has its seat.

Article 13 Dissolution

The Extraordinary General Assembly shall appoint one or more liquidators to vesting of assets of an association pursuing a similar goal.

In the absence of such an association Extraordinary General Assembly means an association of a social nature.

The liquidators perform all declarations and formalities of publication provided by the laws and regulations.

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