DebConf13/Bylaws

Draft Bylaws for the hypothetic DebConf13.ch association

According to the Finance meeting minutes - 03.05.2012, a new association should be created to be the legal umbrella, separated from debian.ch. Here is a proposal for its bylaws.

References for interested parties

• Swiss legislation about associations:
  • Swiss Civil Code, from article 60 on:
  • SCC60: Associations with a (...) scientific, cultural, charitable, social or other non-commercial purpose acquire legal personality as soon as their intention to exist as a corporate body is apparent from their articles of association. The articles of association must be done in writing and indicate the objects of the association, its resources and its organisation.
• Examples:
  • CAGI

Bylaws of the DebConf13.ch association

Generalities

Article # - Name	SCC60, in particular: The articles of association (...) indicate the objects of the association (...) Bylaws are binding above Swiss Law that come after. Non-profit.
"Debian Conference 2013" is a non-profit association, governed by the present bylaws and, secondarily, by Articles 60 et seq. of the Swiss Civil Code. It is politically neutral and non-denominational.
Article # - Aim	SCC60, in particular: The articles of association (...) indicate the objects of the association (...) [gaudenz]: the politically neutral and non-denominational part is not necessary [hug]: I added the 2nd aim, otherwise it might be difficult dissolve and find an organisation with "interest similar to those..."
The association shall pursue the following aims: Organization of the annual Debian Conference 2013 (DebConf13) in Switzerland. Support the Debian GNU/Linux project.
Article # - Seat	SCC56, in particular: The seat of the legal entity is located where its administration is carried out, unless its articles of association provide otherwise. Having the seat where the treasurer resides leads to more volatility in case of need (no need of an AGM to re-agree on new bylaws.).
The legal seat of the association is located where the treasurer (as member of the Board, elected by the General Meeting of members) legally resides. If required the seat can be changed by a board decision.
Article # - Relation to Debian and DebConf	General article to define the relation to the larger Debian community without beeing to intrusive or specific. This is mainly a "statement of intent".
The Debian Conference is organized for the Debian Project and in cooperation with it's DebConf Chairs and DebConf Team. The association does not take any major decision without consultation with the DebConf Chairs and the DebConf Team.

Members

Article # ‐ Membership	SCC70 This is an exception to SCC65 that grants the Board the power to decide upon admission and exclusion of members, but grants the GM the power to overrule the Board.
Any physical person may request to join if they are willing to pursue the goals of the association. Requests to become a member must be addressed to the Board. The Board admits new members and informs the General Meeting accordingly. A quarter of the existing members can appeal any membership decision; The appeal is ruled upon by the General Meeting but has no suspensive effect on the membership decision by the Board, either way.
Article # - Ceasing	SCC70, in particular: Membership is neither transferable nor heritable. SCC72, in particular: The articles of association may specify the grounds on which a member may be excluded, but exclusion may also occur without reasons being given. Also: Unless the articles of association provide otherwise, exclusion requires a resolution by the members and good cause.
Membership ceases: on death; by resignation; by exclusion. Resignation becomes effective as soon as properly communicated to the Board. The exclusion of a member is a decision of the Board for a member who, through his attitude, behavior or actions, has put himself in contradiction with the goals of the association or for any cause determined to be of sufficient gravity by the Board. The exclusion decision can be appealed to the General Meeting but has no suspensive effect. The General Meeting doesn't have to justify of its final decision.

Resources and finances

Article # - Subscription fees	SCC71
The members of the association have no duty to pay subscriptions.
Article # - Resources
The association's resources come from: donations; legacies; private and public subsidies; any other resources allowed by law. The funds shall be used in conformity with the association's aims.
Article # - Liability	SCC75a, in particular: The association is liable for its obligations with its assets. Such liability is limited to the assets unless the articles of association provide otherwise.
The members of the association have no individual financial liability and the liability of the association is limited to its assets only. The members of the association have no right on the assets of the association.

Organs

Article # - Organs	SCC60 [gaudenz] Do we want an internal auditor? (don't need one by law)
The association's organs are: the General Meeting of members; the Board.

General Meeting (GM)

Article # - GM - Composition	SCC64 covers most of the GM Organisation; in particular: The general meeting of members is the supreme governing body of the association.
The General Meeting of members is constituted by all the members of the association.
Article # - GM - Powers	SCC65 covers what powers are attributed to the GM. The general meeting of members decides on admission and exclusion of members, appoints the committee and decides all matters which are not reserved to other governing bodies of the association. In our case, we want admission and exclusion of members to be a power of the board for volatility, but the final say stays to the GM.
The General Meeting, in addition to powers attributed by law: appoints the members of the Board; shall rule upon appeals regarding admission and expulsion of members; decides on any modification of statutes; decides on the dissolution of the association;
Article # - GM - Decision-making
Decisions of the General Meeting of members shall be taken by a majority vote of the members present. In case of deadlock, the President shall have the casting vote. Decisions concerning the amendment of the Bylaws and the dissolution of the Association must be approved by a two-third majority of the members present.

Board

Article # - Board - Composition	Board is committee in SCC I'd add zero or more observers and have it at least three members. IMO we should have all the "relevant" people on the board, but then give as much power as possible to the board.
The Board is constituted of members of the association, elected in their functions by the General Meeting: president treasurer secretary non-executive members (facultative)
Article # - Board - Attributions	SCC69, in particular: The committee is entitled and obliged as defined under the articles of association to manage and represent the association. Else than the above, nothing is specified by law. [gaudenz] This is a bit unclear, does the board have the responsiblity over the finances or can it only decide about finances in unanimity? -> I'd vote for the former.
The Board, in addition to attributions prescribed by law, has the responsibility of: conducting the activities of the association for the pursuing of the goal; the finances of the association; deciding upon membership requests; Any major decision of the Board should be discussed with the DebConf Team and the DebConf Chairs. The Board can also with a 2/3 majority and after consultation with the DebConf Team: decide upon any financial matter above 1'000 CHF. sign contracts in the name of the association (with at least 2 board members signing)

Final considerations

Article # - Representation	SCC69 Article probably unnecessary. This is probably already the case by law, but just to make it clear I'd add: At least two members of the board can sign binding contracts for the association.
The Board is entitled and obliged to manage and represent the association.
Article # - Commercial register entry	SCC61 Entry is required if the association conducts a commercial operation in pursuit of its objects;
The association is not registered to the commercial register.
Article # - Assets in case of dissolution	Ruling upon this is necessary to make sure money stays within Debian. Do we want to have an "expiration date" on the association like: Unless the general meeting decides otherwise the association is automatically dissolved at the latest one year after the closing date of the Debian Conference 2013 and all the remaining assets are transfered to debian.ch. This would make sure that the association gets properly dissolved even if nobody cares anymore...
In the case of the association being dissolved, the assets should be allotted to a non-profit organisation pursuing goals of public interest similar to those of the association, preferably an organization holding assets in trust for Debian. The goods of the association cannot be returned to the founders or members, nor be used to their own profit.
Approval
The present bylaws have been approved by the Constituent General Meeting of ... at ... For the Association President and Secretary names and handwritten signatures