Xfce Foundation e.V.'s Articles of Association

Those documents are available in German on the git repository of the Foundation. They were first written in German for legal reasons, but in order to ease understanding of those Articles, we would like to provide an English translation. Please keep in mind that the German version is the only one to have a legal value, the translation is provided for the sole reason of openness.

This page will be used for the translation of the Articles. This work will then be transformed into a PDF generated using Latex. If you would like to comment on the translation, please do so in italic and add your name before. jeromeg: this is a comment

To ease the translation process, I reproduced the structure of the document by translating the titles of the different sections. My German is far from fluent so do not hesitate to improve those translations.

Our Articles of Association are based on the ones of KDE which are available online : KDE e.V. statutes. This can be used as a basis for the translation.

If you have any questions about this work, please get in touch with us.

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. “Xfce Desktop Environment (Xfce)” is a graphic work environment containing not only the infrastructure for programs but also user programs, including sounds, pictures, documents and translations. It is being developed as free software and is made available to the general public free of charge.

1. The Association is registered as Xfce Foundation e.V..
2. The Association’s registered offices are located in Lübeck. 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. The Association is to be entered in the Lübeck District Court’s Register of Associations.
4. The financial year is the calender year.

1. The Association’s purpose is the promotion and distribution of free desktop software in terms of free software, and the program package “Xfce Desktop Environment (Xfce)” in particular, to promote the free exchange of knowledge and equality of opportunity in accessing software as well as education, science and research.
2. The aim of the Association is to promote
   1. education, exchange of opinions and cooperation between users, developers and researchers
   2. research and debate on the impact of free desktop software and the notion of free software on society and science
   3. continuous development and research into free desktop software
   4. enhanced access to free desktop software, supporting pictures, sounds, data and documentation and the compilation and distribution of relevant material
   5. contributions and articles providing competent information to the public within the association’s field of activity and presence at trade fares and congresses, making information available to a broad spectrum of users.
   6. organisation of congresses and lectures open to the general public, which aim at promoting further training of project members and users
   7. protection of the project members free rights protecting them from the commercial interests of third parties
3. Amendment of the association’s purpose may only be made in accordance with § 3 (1).

1. The activities of the Association are exclusively and directly limited to non-profit activities as stipulated in § 2 of the Articles of Association and to tax-privileged purposes in accordance with §§ 51ff. AO (German Tax Regulations). Its activities are for the common good and are not pursued primarily for the purpose of profit making.
2. The Association’s financial means may only be used for purposes stipulated in the Articles of Association. Members will only be reimbursed for their expenses but will not receive any direct benefits out of the Association’s funds.
3. It is not permitted to favour somebody through association expenditures, which do not serve the associations purpose or are disproportionately high. Reimbursements for expenditures are made in accordance with the Federal Travel Expenses Code should no other legal regulations apply.

1. Both natural persons and legal bodies wanting to implement and promote the aims of the association may become members. Taking into account the international character of the Association and to give members the possibility to stop actively supporting and developing Xfce without necessarily losing their membership, the following types of memberships are available:
   1. Active members are natural persons supporting the Association’s purpose and aims through their cooperation and who in doing so take over the complete duties of an association member. Primarily, they are expected to cooperate, participate in the general assembly and exercise their voting rights.
   2. Extraordinary members are natural persons and legal bodies, who through their membership declare their support of the Association’s purposes and aims, while refraining from voting rights and the exertion of the active members’ right to participate in the general assemblies. Legal bodies chose a representative to exercise the remaining rights and duties.
   3. Supporting Members are extraordinary members supporting the Association’s purposes and aims primarily through financial or material contributions. If desired, their names will be published on the Association’s website, and they have the right to participate in the general meetings. They do not have any voting rights.
2. An active membership will be granted if suggested by a member and supported by two other active members, if the general meeting decides to grant it or if a simple majority of the active members is obtained by means of an internet vote. The main criterion for granting membership should be the candidate’s commitment over a longer period of time and the contributions he/she made in order to fulfil the Association’s aims.
   An active member can change status to that of an extraordinary member by submitting his request to the Board. Should an active member not fulfil the above mentioned duties over a period of two consecutive general meetings, the membership will automatically change into an extraordinary membership. An extraordinary member, but not a supporting member, can submit an application to become an active member to the Board. The Board decides whether or not to accept a supporting member.
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.

hub: I don't know how to ident in the wiki here 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.

1. 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.

The organs of the Association are:

• the General Assembly and
• the Board.

1. The General Assembly consists of all of the Association’s active members, who 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 3/4 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. An active 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 two additional members.

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 active 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.

1. The Board consists of 3 persons, and only natural persons can be board members. They are elected for a 2 years 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 active 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. In accordance with §30 BGB (German Civil Code) 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. He has the right of speech in all meetings and is 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.

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.

All decisions taken by the Board and General Assembly will be documented in writing and are available for the members' perusal.

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

1. The funds required for the Association are raised through
   1. membership fees,
   2. contributions by the federal states, town councils and other public bodies,
   3. donations,
   4. other financial contributions made by third parties,
   5. benefits paid to the Association for activities it pursues for the common good, including lectures.
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 liquidation of the Association or termination of its tax-privileged status all its assets will become property of Free Software Foundation, 51 Franklin Street, Suite 500, Boston, MA 02110-1335, USA, which has to use them exclusively and directly for non-for-profit purposes only.

These Articles of Association were decided unanimously at the founding assembly on February 05, 2011 . They shall come into effect following the registration of the Articles of Association with the register of associations. hub: I'm confused about that. I read the german original as the statutes are registered with register of associations. Is that correct? Brussels, Belgium, February 5, 2011