Statutes

Undersigned:

• Damien Clochard, born February 8, 1979 in Cholet (France), of French nationality, Engineer
• <NAME> , born <BIRTHDAY> in <CITY> (<COUNTRY>), of <NATIONALITY> nationality, <JOB>
• …

Founding members assembled today to constitute an association governed by the French law of July 1, 1901.

An association, governed by the French law of July 1, 1901 and the French decree of August 16, 1901, is instituted between the undersigned and any individuals or legal entities adhering to the present statutes.

The association shall be called : “PostgreSQL Europe”.

The association has as its objectives the promotion, the support for deployment and the development of the open-source software PostgreSQL and its derivatives (and related projects) in Europe.

The registered office of the association is in Carpeaux Diem, 13 rue du square carpeaux, Paris, France.

This registered office can be transferred by simple decision of the Board of Directors. The decision must be ratified by the General Assembly.

The duration of the association is unlimited.

The association is composed of:

• Active members;
• Honorary members;
• Benefactor members;

Any individual can be an active member of the association, provided he/she signs a membership application form. The Board of Directors has to approve the membership request for it to be valid.

Honorary members are those who have rendered services to the association. They are appointed by decision of the Board of Directors, to be validated by the following General Assembly.

Benefactor members are individuals or legal entities who pay an annual contribution determined by the General Assembly.

Membership is lost by

• sending a letter of resignation to the President;
• dying;
• being excluded by decision of the Board of Directors for some serious reason, after having been given an opportunity to offer explanations to the Board.

The supreme body of the association is the General Assembly of the active members, which meets in ordinary session once a year. Furthermore the General Assembly meets as often as necessary in extraordinary session on the call of the President of the association, at the request the majority of the Board of Directors, or at the request of at least 25% of active members.

The General Assembly can be arranged, as chosen by the Board of Directors, either in the form of a gathering of people or in the form of remote meeting. Meetings by teleconference or Internet Relay Chat (IRC) are valid.

The activities report, the financial report and budget, as well as any information relating to the agenda will be sent to members by email or otherwise at least 7 days before the meeting.

Any member of the association may place an item on the agenda; any item for the agenda must be received by the Secretary no later than 8 days before the meeting. The General Assembly deliberates on all the items on the agenda as amended.

The decisions of the General Assembly shall be taken by a majority of full members participating, represented, or voting by mail. In the event of a tie, the voice of the President is dominating. Any active member may be represented by another active member and provided he has a power. Secrecy of the vote is a right if a member asks for it.

For the General Assembly to be validly constituted a quorum of 25% of the total number of members must be present or represented. If the General Assembly is expected to deliberate on the sustainability of the association, the quorum must be 50%. In the absence of a quorum, a new General Assembly will be held after at least 7 days and within 30 days, and it will then deliberate without quorum.

The General Assembly will receive the moral report and the financial report for the past year and decide on their approval. It proceed to the election of the Board of Directors. It approves the budget estimation presented by the Treasurer.

The Board of Directors ensures that the decisions taken by the General Assembly are executed.

The association is managed by its Board of Directors, composed of a least 3 members and at most 16 members, elected by the General Assembly and taken among the active members.

Members of the Board of Directors are elected for 2 years. Retiring directors are eligible for re-election.

In the event of a vacancy, the Board of Directors provides for temporary replacement of its members by cooption. The cooptions have to be ratified by the next General Assembly to become permanent. Replacement come to an end at the end of the mandate of the member replaced.

The decisions of the Board of Directors shall be taken by a simple majority of present or represented members. In the event of a tie for any action, the President voice is dominating.

It allows all acquisitions, disposals rental and contracts of all kinds to intervene between the association and individuals or legal entities, of public or private right.

Any member of the Board of Directors can be revoked at any time by the General Assembly, meeting in ordinary or extraordinary session. Any member of the Board of Directors shall be revoked by right after three unexplained absences from meetings of the Board of Directors.

Any members of the association, or any outsiders, may attend meetings of the Board of Directors at their request, if the Board of Directors considers their presence is required. These persons have only an advisory capacity, and therefore do not participate in the voting.

The first Board of Directors is composed of :

• <NAME> , born <BIRTHDAY> in <CITY> (<COUNTRY>), of <NATIONALITY> nationality, <JOB>
• <NAME> , born <BIRTHDAY> in <CITY> (<COUNTRY>), of <NATIONALITY> nationality, <JOB>
• <NAME> , born <BIRTHDAY> in <CITY> (<COUNTRY>), of <NATIONALITY> nationality, <JOB>

The Executive Committee is responsible for the management and administration of the association.

The Board of Directors elects from among its members an Executive Committee composed of :

• A President;
• A Treasurer;
• A Secretary.

The members of the Executive Committee are elected for a term of one year, renewable.

The outgoing Executive Committee continues to carry out its duties until the election of a new Executive Committee.

At any time the Board of Directors can be called by any of its members to proceed to the election of a new Executive Committee.

The decisions of the Executive Committee are made by a simple majority. In the event of a tie for any action, the President shall have a casting vote.

In the event of a vacancy on the Executive Committee, for whatever reason, the outgoing member shall be replaced at the next meeting of the Board of Directors. The end of the replacement's mandate shall be the same as that of the outgoing member.

The President shall manage the association, call and preside over the General Assemblies. The President directs and also calls meetings of the Board of Directors and Executive Committee.

Only the President has the power to sign any document committing the association. He may grant partial delegations of authority and empower any member of the Executive Committee or any other person, to sign documents and accounts of the association.

The president represents the association in all acts of civil life, and is vested with powers to that effect. He concludes any agreement with individuals or legal persons, provided that he has the authorization of the Board of Directors. In this capacity, he signs contracts on behalf of the association. The president is entitled to conduct any dealings with any public body in tax matters, and to open any bank or post office account. He acts in legal matters on behalf of the association, with the permission of the Executive Committee, either to make claims on behalf of the association or to defend it.

In case of absence or illness, he is replaced by the Treasurer, or failing him, one of the other members of the Executive Committee.

The Treasurer is responsible for keeping the association's accounts under his own control. He collects revenues and it makes any payment, subject to authorization by the President. He presents an annual statement of accounts to the General Assembly. In his absence, the treasurer is replaced by another member of the Board of Directors appointed by the President.

The Secretary is responsible in particular to keep the minutes of the Board of Directors meetings and to keep the register provided by law. In his absence, he is replaced by a member of the Board of Directors appointed by the President.

The first Executive Committee is composed of:

• <NAME>, President;
• <NAME>, Treasurer;
• <NAME>, Secretary

Members of the association, shall not receive any compensation for performing their duties. However they can obtain the payment of expenses incurred for the purposes of the association, provided theses expenses are justified and approved by the Executive Committee.

The resources of the association come from membership contributions, donations, grants, participation of associate members, as well as potential products of its activity.

Members of the association may refer to their membership in the association, provided that they respect the association's aims and ethics.

Any act or service to be performed for the benefit of third parties on behalf of the association by one of its members must be authorized by the President. If an act or service on behalf of the association is paid, any monies received must be paid to the Treasurer, who is the sole person authorised to receive money for the association.

The remuneration of services performed on behalf of the association must be authorised by the president, or any person authorized by him.

No modification of or addition to these statutes shall be made except by a majority of not less than 2/3 of members voting at a meeting of the General Assembly of the association

The dissolution of the association may be pronounced only by an extraordinary General Assembly, called specifically for this purpose.

To do this, a majority of 2/3 of the voters must be obtained. One or more liquidators will be appointed by the General Assembly, who will give the assets of the Association to one or more non-profit organizations pursuing similar goals.

Brussels, February 24th