Différences
Ci-dessous, les différences entre deux révisions de la page.
Les deux révisions précédentesRévision précédenteProchaine révision | Révision précédenteProchaine révisionLes deux révisions suivantes | ||
statutes [2007/11/04 10:57] – daamien | statutes [2007/12/30 17:29] – daamien | ||
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- | ====== Statutes | + | //**This a draft of the future statutes of the PostgreSQL Europe Association. |
+ | They are based on the [[: | ||
+ | You can discuss the documentation on the [[statutes_discuss|discuss page]]**// | ||
- | ===== Article 1 - Title of the association ===== | ||
- | An association, | + | ====== Statutes ====== |
- | ===== Article 2 - Goals and Objectives of the association ===== | ||
- | ===Article | + | ===== Article |
- | The association | + | An association, governed by the French law of July 1, 1901 and the |
- | of private or professionnal users by offering a french speaking représentation of PostgreSQL. | + | French decree of August 16, 1901, is instituted between |
+ | undersigned and any individuals or legal entities adhering | ||
+ | present statutes. | ||
- | This action will be lead by incitating and promoting | + | The association takes the following denomination: " |
- | * the use of PostgreSQL DBMS, its derivatives and its related projects ; | ||
- | * the development of plug-ins, products and services, commercial or free ('' | ||
- | * the establishment of this free DBMS and other free sowftware as a learning tools and the creation of training courses ; | ||
- | * the evaluation and the labelisation of hardware, software plug' | ||
- | * The localisation ( french translation ) of the software and documentation. | ||
- | * The use of open standards, i.e. public and stable, which specifications are freely available. | ||
- | "Free Software" | ||
- | |||
- | Proprietary software (even including open specifications) and free software including restrictions for commercial purpose, are also part of the scope of the association, | ||
- | The association is also concerned about other free resources, such as free documents. These resources are in particular, but not exclusively, | + | ===== Article 2 - Objectives ===== |
- | Generally, the association promotes | + | The association has as its objectives the promotion, the deployment |
+ | its derivatives in Europe. | ||
- | The association tries to realize these objectives in the French speaking community. | ||
- | The official language of the association is French. | + | ===== Article 3 - Registered Office ===== |
- | The association | + | The registred office of the association |
- | Members | + | This registred office can be transferred by simple decision |
+ | Board of Directors. The decision | ||
- | ===Article | + | ===== Article |
- | To realize its objectives | + | The duration of the association is unlimited. |
- | * Produce, regroup and organize information on PostgreSQL and related subjects ; | ||
- | * Translate software, documentations, | ||
- | * Analyze the technical, economical, legal, and social implications of the developpement and deployment of PostgreSQL; | ||
- | * Study the technical, economical, legal, and social mecanisms that might foster and counter | ||
- | * Disseminate to the greatest extent possible this information especially with the public outside the association, | ||
- | * Establish links between the different volunteers or commercial groups, concerned by PostgreSQL: creators, developers, maintainers, | ||
- | * Hosting a reticular site, lists, a network of mutual help; | ||
- | * Organize or participate to conferences, | ||
- | * Organize and coordinate working groups on subjects of interest to the association, | ||
- | * Promote, organize or participate in any partnership that could benefit the development of PostgreSQL and related projects; | ||
- | * Generally help promote or ensure the study, development, | ||
- | * Make actions of various kinds (consulting, | ||
- | * Engage all actions it deems appropriate to achieve its objectives. | ||
- | |||
- | As a general rule, the association will promote and help the work of other associations, | ||
- | |||
- | |||
- | ===== Article 3 - Headquarter of the association ===== | ||
- | |||
- | The address of the association is : 31 bis rue du taillis, 27590 Pîtres. | ||
- | This address can be changed by a simple decision of the Board. The decision must be ratified by the General Assembly. | ||
- | |||
- | ===== Article 4 - Duration ===== | ||
- | The duration of the association is unlimited. The General Assembly may discuss its durability. | ||
- | |||
===== Article 5 - Members of the association ===== | ===== Article 5 - Members of the association ===== | ||
Ligne 72: | Ligne 41: | ||
The association is composed of: | The association is composed of: | ||
- | * Active | + | * Active members; |
* Honorary members; | * Honorary members; | ||
* Benefactor members; | * Benefactor members; | ||
- | * Associate members. | ||
- | === 5.a Active Members === | ||
- | Any individual or corporation | + | Any individual or legal entity |
+ | association, | ||
+ | the annual membership fee will be fixed by the Board of Directors. | ||
- | The application for membership must written and signed | + | Honorary members are those who have rendered services to the |
+ | association. | ||
+ | Directors, to be validated | ||
+ | don't need to pay membership fee and contribution. | ||
- | Upon accepting his application, | ||
- | The applicant will be an active member in its own right for the current year as set forth in the Rules of Procedure. | + | Benefactor members are individuals or legal entities who pay an annual |
+ | contribution determined by the General Assembly. | ||
- | A corporation that is active member of the association may be represented by any person of its choice for the General Assembly. | ||
- | Only active members | + | ===== Article 6 - Loss of membership ===== |
- | === 5.b Honorary members === | + | Membership is lost by |
- | | + | * sending a letter of resignation |
+ | * dying; | ||
+ | * being excluded | ||
- | === 5.c Benefactor members === | ||
- | Patrons are individuals who pay an annual contribution equal to at least the contribution of active members multiplied by a factor determined by the General Assembly, and specified in the Rules of Procedure | ||
- | === 5.d Associate Members | + | ===== Article 7 - General Assembly ===== |
- | The association | + | The greatest entity of the association |
+ | 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, | ||
- | Every individual or corporation | + | The General Assembly |
+ | 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. Invitations to the General Assembly must be sent to every members by e-mail, at least 7 days before the General Assembly. | ||
- | It will be an associate member for the year of admission | + | The moral report, |
+ | information relating to the agenda | ||
+ | before | ||
- | An associate member participate by their knowledge, relationships and other capabilities, | + | The Board of directors proposes |
- | It may also participate in the General Assembly | + | The General Assembly |
- | === 5.e Contribution === | + | The decisions of the General Assembly shall be taken by a majority of full members participating, |
- | The amount of the annual contribution is stated in the Rules of Procedure. | ||
- | ===== Article 6 - Eligibility | + | For the General Assembly to be validly constituted a quorum of 30% of the total number of members |
- | The conditions | + | The General Assembly will receive the moral report and the financial report |
- | ===== Article 7 - Loss of membership ===== | ||
- | The membership is lost by: | ||
- | * The resignation in writing or by electronic mail, authenticated in accordance with the rules of procedure, the president of the association; | + | ===== Article 8 - Board of Directors ===== |
- | * The death; | + | The Board of Directors ensures that the decisions taken by the General Assembly are executed. |
- | * Non-payment | + | The association is managed by its Board of Directors, composed of a |
+ | least 3 members and at most 16 members, elected | ||
+ | Assembly and taken among the active members. | ||
- | * The radiation made by the Board of Directors, for violation of the present statutes, for breach of the rules or to cause serious moral or material detrimental | + | Members of the Board of Directors |
- | Individuals or companies losing | + | In the event of a vacancy, |
+ | temporary replacement of its members by cooptation. The cooptations | ||
+ | have to be ratified by the next General Assembly to become | ||
+ | permanent. Replacement come to an end at the end of the mandate | ||
+ | member replaced. | ||
- | ===== Article 8 - General Assembly ===== | ||
- | The greatest entity | + | The decisions |
- | The General Assembly can be arranged, as chosen by the Board of Directors or in the form of a gathering of people on the French metropolitan territory, either in the form of remote meetings allowing the same opportunities for notification, | + | It allows all acquisitions, disposals rental and contracts |
- | The convocations are made at least fifteen days in advance | + | Any member of the Board of Directors can be revoked |
+ | Any member | ||
- | The moral report, the financial report and budget, as well as any information relating to the agenda will be sent to members prior to the members before the General Assembly in accordance with procedures prescribed by the Rules of Procedure. | ||
- | Any member | + | Any members |
- | The General Assembly then deliberates on all the items on the agenda as amended. | ||
- | The decisions of the General Assembly (ordinary or extraordinary) shall be taken by a majority of full members participating, | ||
- | 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 as specified in the Rules of Procedure. An active member may hold more than 3 powers. | ||
- | For the General Assembly to be validly constituted a quorum, taking into account the active members present or represented, | ||
- | In the absence of a quorum, a new General Assembly will be held within 30 days, and it will then deliberate without quorum. | + | ===== Article 9 - Executive Comittee ===== |
- | The General Assembly will receive the moral report and the financial report | + | The Executive Committee is responsible |
- | It sets the annual amount of contributions and participations, | + | The Board of Directors |
+ | * A President; | ||
+ | * A Treasurer; | ||
+ | * A Secretary. | ||
- | ===== Article 9 - Board of Directors ===== | + | The members of the Executive |
- | + | ||
- | The association is governed by its Board of Directors. | + | |
- | + | ||
- | The Board of Directors is composed of a minimum of 11 elected members, or all members of the association if they are less than 11. The maximum number of members of the Board shall be determined annually by the General Assembly. | + | |
- | + | ||
- | If two or more candidates have equal votes for a lower number of seats on the Board of Directors, will be given priority to candidates alternately younger and older beginning with the eldest. | + | |
- | + | ||
- | Any director can put any subject he wants on the agenda of the Board of Directors. | + | |
- | + | ||
- | === Article 9.a. - Election to the Board of Directors === | + | |
- | + | ||
- | Directors are elected for a term of two years, extendable by the General Assembly. The Board of Directors is renewed every year by half. The first year, or within one year after an increase in the number of directors, the outgoing members are appointed by lot, so that the number of remaining directors must be less than half plus one of the size of the Board of Directors for the 'past year. | + | |
- | + | ||
- | The eligibility conditions are defined by the Rules of Procedure. | + | |
- | + | ||
- | In the event of a vacancy, the Board of Diectors provides for temporary replacement of its members. The next General Assembly proceeds to their permanent replacement. The credentials of the members thus elected end at the time would normally end the mandate of the members replaced. | + | |
- | + | ||
- | + | ||
- | === Article 9.b. Election of the Executive Committee === | + | |
- | + | ||
- | The Board of Directors elected annually from among its members an Executive Committee composed of : | + | |
- | + | ||
- | * A President; | + | |
- | * At least one Vice President; | + | |
- | * A Treasurer; | + | |
- | * A Secretary. | + | |
- | + | ||
- | The members of the Executive | + | |
- | + | ||
- | The outgoing Executive Committee ensures his duties until the election of new officers. | + | |
- | + | ||
- | In case of conflict between the President and the Board of Directors, a meeting of the Board of Directors can be called by any of the members of the Board of Directors and the election of a new president put on the agenda . | + | |
- | + | ||
- | The President is the president of the association. | + | |
- | + | ||
- | === Article 9.c. Responsibilities of the Board of Directors === | + | |
- | + | ||
- | The Board of Directors ensures that the decisions taken by the General Assembly are executed. | + | |
- | + | ||
- | It prepares the budget, prepares a moral report to be read in the General Assembly, sends convocations to the General Assemblies (ordinary and extraordinary), | + | |
- | + | ||
- | It allows all acquisitions, | + | |
- | + | ||
- | The Board will discuss requests of services and vote their execution. The modalities for discussion and vote are given to the Rules of Procedure. | + | |
- | + | ||
- | The Board of Directors also decides the conditions of implementation and names the persons who will intervene. | + | |
- | + | ||
- | It directs, coordinates and monitors the work of the working groups and regional offices. | + | |
- | + | ||
- | It ensures compliance with the statutes and Rules of Procedure, and in general, the proper functioning of the association. | + | |
- | + | ||
- | It accepts or refuses the applications for membership and on any exclusions. | + | |
- | + | ||
- | 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. | + | |
- | + | ||
- | Any member of the Board of Directors 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 to the Board of Directors meetings. | + | |
- | + | ||
- | Similarly, any member of the Board of Directors absent physically and electronically (e-mail, phone, etc.) to half of the Board of Directors meetings of the year will be revoked as of right. | + | |
- | + | ||
- | In addition to members elected by the General Assembly, members of the association, | + | |
- | + | ||
- | Nobody can be part of the Board if he is not major. | + | |
- | + | ||
- | The other method of election to the Board and the functioning of the latter are shown in the Rules of Procedure. | + | |
- | + | ||
- | === Article 9.d. Responsibilities of the Executive Committee === | + | |
- | + | ||
- | The Executive Committee is responsible for the management and administration of the association. | + | |
- | It also prepares | + | The outgoing Executive Comittee ensures his duties until the election |
+ | of a new Executive Comittee. | ||
- | It presents at least once per calendar year a list of all actions taken or authorized by the Board of Directors to the General Assembly. | + | At any time the Board of Directors |
+ | to proceed | ||
The decisions of the Executive Committee are made by a simple majority. In the event of a tie for any action, the voice of the President is dominating. | The decisions of the Executive Committee are made by a simple majority. In the event of a tie for any action, the voice of the President is dominating. | ||
- | In the event of someone leaving the Executive Committee for whatever reason, the replacement of outgoing member will be made during the next Board of Directors. The end of the mandate of replacing member is the same as that of the member replaced. | + | In the event of someone leaving the Executive Committee for whatever reason, the replacement of outgoing member will be made during the next Board of Directors. The end of the mandate of replacing member is the same as that of the member replaced. |
- | === Article 9.e Powers of the Executive Committee=== | ||
The President shall manage the association, | The President shall manage the association, | ||
+ | The President directs and also calls meetings of the Board of Directors and Executive Committee. | ||
- | The President has the ability to sign on any document committing the association. It may grant partial delegations of authority and empower,as defined in the rules of procedure, | + | The President has the ability to sign on any document committing the association. It may grant partial delegations of authority and empower any member of the Executive Committee or any other person, to sign documents and financial accounting of the association. |
- | + | ||
- | The President directs and also calls meetings of the Board of Directors and Executive Committee. | + | |
He 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 he has the authorization of the Board of Directors. In this capacity, he sign the contracts on behalf of the association. The president is entitled to any claim from any administration, | He 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 he has the authorization of the Board of Directors. In this capacity, he sign the contracts on behalf of the association. The president is entitled to any claim from any administration, | ||
- | In case of absence or illness, he is replaced by one of the Vice Presidents | + | In case of absence or illness, he is replaced by one of the Treasurer |
- | The Vice Presidents assist | + | The Treasurer is responsible for keeping under his control |
- | The secretary | + | The Secretary |
- | The treasurer is responsible for keeping under his control the accounts of the association. He collects revenues and it performs any payment, subject to authorization by the President as possibly provided by the Rules of Procedures. 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. | ||
===== Article 10-Free mandate ===== | ===== Article 10-Free mandate ===== | ||
- | Members | + | Members of the association may not receive any compensation for performing their duties. |
- | + | ||
- | If necessary, the Rules of Procedure may specify the rates and maximum reimbursements. | + | |
Ligne 270: | Ligne 175: | ||
The resources of the association are made from membership contributions, | The resources of the association are made from membership contributions, | ||
- | The is the Board of Directors | + | Every year the Board of Directors |
- | Every year the Board of Directors sets the amount of the membership contributions, | ||
- | ===== Article 12 - Participation | + | ===== Article 12 - Use of the logo of the Association |
- | Every year the Board of Directors proposes | + | Members |
- | ===== Article 13 - Use of the logo of the Association === | ||
- | Active members or associates may refer to their membership in the association, | + | ===== Article |
- | + | ||
- | On a hypermedia document that respects the spirit and letter of the statutes of the association, | + | |
- | + | ||
- | ===== Article | + | |
Any act or service performed for the benefit of third parties on behalf of the association by one of its members must be authorized by the President. If the act or service on behalf of the association is paid, it can lead to retribution, | Any act or service performed for the benefit of third parties on behalf of the association by one of its members must be authorized by the President. If the act or service on behalf of the association is paid, it can lead to retribution, | ||
- | The remuneration of services performed on behalf of the association must be authorized by the president, or any person authorized by him. | + | The remuneration of services performed on behalf of the association must be authorized by the president, or any person authorized by him. |
- | ===== Article | + | ===== Article |
- | Only the General Assembly has the power add articles, amend or modify these statutes, and then adopt them. | + | Only the General Assembly has the power add articles, amend or modify these statutes, and then adopt them. |
- | The modification of the statutes can only be made with a majority of a least 2/3 of the voting members. | + | The modification of the statutes can only be made with a majority of a least 2/3 of the voting members. |
+ | ===== Article 15 - Governing Law ===== | ||
- | ===== Article 16 - Rules of Procedure ===== | + | All legal actions regarding the association will be settled by the courts |
- | The Rules of Procedure are intended to regulate various elements not covered by the statutes and necessary to achieve the objectives of the association. | ||
- | The modification, | + | ===== Article |
- | + | ||
- | If the General Assembly disapproves a change in the Rules of Procedure, it is set aside and can not be restored during the year of operation under way. | + | |
- | + | ||
- | The Rules of Procedure are permanently held at the disposal of members of the association. | + | |
- | + | ||
- | The Rules of Procedure are prepared in compliance with these statutes and they are binding all members of the association. | + | |
- | + | ||
- | + | ||
- | ===== Article | + | |
The dissolution of the association may be pronounced only by an extraordinary General Assembly, called specifically for this purpose. | 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. | + | 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. |
- | + | ||
- | Done at Pîtres January 14, 2004 | + |