# Bylaws VzFdfP e.V. This translation is provided for the convenience of the members only. The german version of the bylaws is the only legally binding version. ## Prelude The functional package managment model allows you to define single packages reproducibly and independently from each other. This allows for constructing complex computer systems and their dependencies in a declarative manner. In follwoing this means you savely run highly complex systems, with a high varity of software in a heterogenous enivronment while still being able to find and amiliorate errors. The founders of the Association form a community of lifeforms, indipendently from apparance, origin, species, gender, social class, gender identity, sexuality, ethnic, religious background, caste, disability status or neurotype who have made it their mission to advocate, reasearch, and promote this model. This, we want to achieve with the development of an operating system based on the functional package managment model, providing the necessary digital infrastructure for developing and utilizing the operating system, and through supporting other projects and organisations who build upon the functional package managment model. ## §1 Name, location, jurisdiction, fiscal year (1) The Association carries the name "Verein zur Förderung der funktionalen Paketverwaltung" (lit. 'Association for supporting the functional package managment model'). (2) It should be registered in the "Register of Associations" and will carry the name ending "e.V." afterwards. (3) The association is located at Darmstadt. (4) The fiscal year is the calendar year. ## §2 Purpose and responsibilities (1) Purpose of the association is reasearch, development and promotion of the functional package managment model for computer systems. (2) The purpose of the association is achieved in particular by: ``` a. providing digital infrastructure to the public aligned with the associations purpose, b. providing information to the public aligned with the associations purpose, c. the organisation or support of regional, national and international congresses, meetings and seminars, d. the participation in public events in the sense of the assocations purpose, e. public relations work in all media, f. sharing of information and experiences with people and groups who share similar goals, g. supporting other associations and groups, which strive to achieve similar goals, h. the support of new educational and communication technologies, i. the support of interdisciplinary and international exchange in the area of the development of free and open source software as well as other areas of applied computer science and socioculturally related areas. ``` (3) The purposes defined in the paragraphs 1-2 can be modified by a general assembly with a 4/5 majority, differing from §33 Abs. 1 S. 2 BGB. ## §3 Public Benefit (1) The association is for public benefit. It does not primarily work for its own benefit. (2) The association does not make any profit. The means of the association can only be used according to the bylaws. The members do not gain anything from the associations means. No person may benefit from expenses that are alien to the purposes of the association or from disproportionately high remuneration. Expenses and remuneration can't exceed the actual costs. ## §4 Membership (1) All natural persons who support the goals of the association may become members. (2) All natural or legal persons, as well as commercial companies, associations with legal capacity and institutions or public corporations that support its objectives can become supporting members of the association. (3) The board decides on the acceptance of new members. (4) Membership applications are made in writing towards the board. Membership begins with the issue of a corresponding confirmation by a member of the board. (5) If the board has rejected an applicant, said applicant may lodge an objection at the next General Meeting, which will then make a final decision on admission or non-admission. (6) Membership ends through resignation, expulsion, the death of a natural person or the dissolution and termination of non-natural persons. (7) Resignation of a member is declared in writing to the board. (8) In the case of a dormant membership, the member is released from all rights and obligations towards the association, with the exception of the right to resign in accordance with §4 Para. 7. (9) The General Meeting may appoint persons who have rendered special services to the association or to the statutory purposes pursued by it as honorary members. Honorary members have all the rights of ordinary members. They are exempt from paying membership fees. ## §5 Expulsion of Members (1) A member can be excluded from the assocation by decision of the board, if they damage the associations image, are acting against its objectives, violate the bylaws or an association policy, or if there is another important reason. The board has to listen to a member before such an expulsion. A member can furthermore be excluded if they are behind on their membership dues by at least two sets of dues. In this case the exclusion decision may only be publicised three months after the second payment reminder has been sent out without the member paying their dues. (2) The decision of the board may be appealed to the General Meeting. The appeal must be submitted in writing to the board within a period of four weeks from receipt of the exclusion decision. Membership shall be suspended until the decision of the General Meeting. If no appeal is lodged or if the deadline for lodging an appeal expires, membership is deemed to be terminated. ## §6 Finances and Dues (1) The association has a new members fee as well as regular dues. The details are decided by a Membership dues schedule, which is ratified by the general meeting. (2) Justified exceptions for a member from the membership dues schedule are permissible. The exceptions are made by the board decree. (3) If membership is terminated, the dues paid for the remaining years are forfeited. There is no legal basis for reimbursement. ## §7 Association Bodies (1) The official association bodies are: - the general meeting - the board ## §8 General Meeting (1) The general meeting is the highest decision-making organ of the assocation. It gets to decide over: - accepting the financial report, - discharging the board from their liabilities, - election and dismissal of board members, - appointment of financial auditors, - edits to the bylaws as well as changing the associations purpose, - the membership dues schedule, - a guideline to the reimbursement of travel costs and other expenses, - proposals from the members and the board, - appointment of honorary members, - dissolution of the association. (2) The regular general meeting (also known by its german acronym OMV) happens once per year. An additional general meeting (also known by its german acronym AMV) has to be called if the interests of the association requires it or if at least 1/10th of members requests it in writing with their reasoning stated. (3) The board sends out an invitation by email at least 14 days before the meeting with the preliminary agenda. Members who do not have an email address will be invited by snailmail. (4) The meeting is chaired by a member determined by the board. If the board doesn't appoint a meeting chair, the membership votes on one. The membership also elects a recording clerk for the meeting. (5) The general meeting can make decisions if at least five members are present. (6) Decisions are made by simple majority of cast valid votes. To change the bylaws, at least a 3/4 majority of cast valid votes is necessary. Abstensions are counted as invalid votes. (7) Votes have to be secret, if at least one member requests this. (8) Minutes must be taken of the resolutions of the General Meeting, which must be signed by the meeting chair and the recording clerk; the minutes must be made available to all members and approved at the next General Meeting. (9) The general meeting receives the report of the financial auditors. (10) The general meeting is called as a virtual meeting, which members have to participate in the meeting by means of electronic communication (phone or video conference) as well as exercising their rights. The board informs the members how to exercise their rights by electronic communications in the invitation. Editors note to (10): this is german legal boilerplate allowing and requiring us to have fully remote meetings. The board needs to share meeting links etc in their invitation. ## §9 Board (1) The board in accordance with § 26 BGB consists of two people and the treasurer. (2) Each member of the board has sole power of representation within the meaning of §26 BGB. Joint representation applies to the hiring and dismissal of employees, legal representations and notifications as well as taking out loans. (3) The board manages the day-to-day business of the Association. It is responsible for the administration of the Association's assets and the implementation of the Association's resolutions. (4) The board is elected for a year at a time. They stay in office until a new election has been held. The board positions are individually elected. If none of the candidates receives an absolute majority, a run-off election must be held. Re-election is permissible. (5) If a board members leaves the board, elections for a replacement must be held within 3 months. In the meantime the remaining board can determine an interim replacement. ## §10 Board Decisionmaking (1) Any member of the board shall call meetings of the board with at least seven days notice. Meetings must be called if at least one member of the board requests this in text form. In the case of events that cannot be postponed, the board must be convened by telephone or in text form with at least 3 days' notice if necessary. With the consent of all members of the board, the requirement to observe notice periods may be waived at any time. (2) A board meeting is quorate if three members are present. Resolutions are passed by a simple majority of the board members present. In the event of a tie, a motion is deemed to have been rejected. Resolutions may also be passed by way of circulation, by telephone, telegraph, telex or in the context of network conferences or similar. In these cases, minutes of the resolution must be drawn up immediately and sent to all members of the board in text form. At the request of a Board member, such resolutions must be confirmed at the next Board meeting. If this is not done, they are deemed to have been rescinded. Otherwise, general minutes of the meeting shall be prepared and signed by the chairman of the meeting. At the very least, the place and date of the meeting, the names of the participants, the resolutions passed and the result of the vote should be recorded. ## §11 Financial Auditors (1) The association calls two members (who are not board members) as financial auditors for the duration of two fiscal years. A reelection is permissible. (2) The auditors shall audit the cash and accounting management of the Executive Board after the end of each financial year and report on this at the Annual General Meeting. (3) The activity is unpaid. (4) The auditors may, at their own discretion and taking into account the financial strength of the association, call in sworn auditors or tax consultants to audit the accounts, who may have to certify the cash and accounts audit. There is only an obligation to do so if the General Meeting expressly decides to do so in individual cases. (5) The auditors may, at their own discretion, also audit the cash and accounting management of the board during the financial year. ## §12 Dissolution (1) The association may be dissolved at a general meeting called for this epxress purpose. For such a vote to succeed, a four fifths (80%) majority of the present ordinary members is required. (2) If the association is dissolved or its legal capacity is withdrawn, the assets of the association shall be transferred to a public corporation or another tax-privileged legal entity determined by the final general meeting for the purpose of research, science and education.