Statutes
This English version of the statutes is provided for convenience only. Being based in Germany, the only legally binding version is the German version.
Preamble
The foundation’s objective is to nurture and develop software that is free to use by everyone. The foundation furthers a sustainable, independent and meritocratic community for the international development of Free and Open Source Software based on open standards.
In particular the foundation will advance the distribution of free and open-source software by maintaining a mobile operating system with associated applications and services, and making it available on different mobile devices. This software shall be made available to the public (including for-profit companies and public authorities) freely and without restrictions, other than restrictions that protect the freedom and openness of that software in the future.
§ 1 Name, legal form, domicile and business year
1.1 The name of the foundation shall be “UBports Foundation”, a
legal foundation under German acivil law.
1.2 It has its registered seat in Berlin.
1.3 Fiscal Year is the calendar year.
§ 2 Primary Objective of the foundation
2.1 By furthering the development of free Software (hereinafter
referred to as ,,FOSS”) the foundation entails the furthering
of:
(a) national and vocational education;
(b) science and research, especially in the field of computer
science;
(c) civil engagement in favor of charitable objects,
2.2 The foundation furthers and supports a sustainable,
independent and meritocratic community which develops
FOSS based on open standards. FOSS may be used, analyzed,
adapted to ones needs, distributed and enhanced for any
purpose. Standards are open, if they are:
(a) subject to full public assessment and use without
constraints in a manner equally available to everybody;
(b) free of any components or extensions that have
dependencies on formats of protocols that do not meet
the definition of an open standard themselves;
(c) Free from legal or technical constraints that limit their
use by anybody;
(d) managed and further developed independently from
any single vendor in a process open to equal
participation of all interested third parties; and
(e) available in diverse complete implementations from
different providers, or as a single complete
implementation available to all participants
The object of the foundation is achieved, either directly of
through intermediaries, in particular, but not limited to, via:
(a) publication of software;
(b) spreading the philosophical and cultural ideals of FOSS;
(c) moral and professional support of anybody who creates,
improves, helps to spread the foundations software
or documentation or contributes in other ways, including
the construction and maintenance of platforms for
mutual support and assistance;
(d) information, representation, counsel and training of
users, authorities, private entities and the general public
on the advantages and educational potential of the
usage of FOSS, especially through seminars, workshops
and conferences, but also by introducing children and
adolescents to, and awakening their interest in Free
Software (e.g. via holiday camps teaching the software
and creating bug reports);
(e) collaboration and coordination with other organizations
that at least partially share the same charitable objects;
(f) furthering of national, European and international
collaboration in the field of named software (e.g. by
translating the software or its documentation); and
(g) promotion and implementation of research and
development projects (e.g. via supporting public
tenders, or research into legal obstacles hindering Free
Software deployments, or co-writing of open standards).
2.3 The foundation can pursue its object nationally (within the
Federal Republic of Germany) and abroad.
2.4 The foundation does not need to pursue each object with the
same effort. The foundation’s board of directors decides
which actual object will be pursued primarily.
2.5 The foundation can provide financial or material resources to
other tax-privileged bodies, institutions and foundations, or to
appropriate public authorities, if these entities use the
resources to further the foundation’s objects according to
paragraph 2.1 and 2.2.
§ 3 Non-Profit Character
3.1 The foundation shall exclusively and directly pursue charitable
objects as defined by the section “Steuerbegünstigte Zwecke”
(tax beneficiary objects) of the German general tax code, §51ff.
3.2 The foundation acts altruistically within the meaning of § 55 AO.
It does not primarily focus on economic objects for its own benefit.
3.3 The foundations funds may only be used for statutory objects.
3.4 The foundation executes its tasks on its own or through auxiliary
persons as defined in § 57 section 1 sentence 2 German General
tax code, as long as the foundation’s means permit, and the
foundation is not acting on procurement of funds as per
§ 58 No. 1 German general tax code.
3.5 In order to realize its objects, the foundation may operate
special-purpose enterprises as long as the given purposes are in
line with the objects under § 2 of these statutes.
3.6 The foundation may act as trustee for dependent (not having
legal capacity) foundations or manage other independent
foundations (having legal capacity).
§ 4 Assets of the foundation
4.1 The assets granted to the foundation to fulfill its objects on a
sustainable and continuing basis, shall be kept undiminished.
The assets of the foundation are defined in the act of
formation.
4.2 The assets shall be invested in a safe and profitable way, where
ethical investment criteria shall be pursued. The foundation’s
assets must not be invested actively in shares to more than one
third of the total assets.
4.3 Regrouping of the assets is permitted. Regrouping gains must
be allocated to a regrouping reserve, which may be dissolved
for re-compensation of regrouping loss, to raise the
foundation’s assets, or to be used for statutory objects.
4.4 Endowment contributions (Zustiftungen) shall be allocated to
the assets of the foundation. The foundation may accept such
donations. Non-dedicated donations due to disposition mortis
well as free reserves as of § 62 No. 3 German general tax code,
will be reallocated to the foundation’s assets.
§ 5 Usage of the capital gains yield and donations
5.1 The foundation achieves its objects from the capital gains yield
and from surpluses of the restructuring reserve and from donations
which are not explicitly dedicated to grow the foundation’s assets as
of as of § 62 No. 3.
5.2 As necessary, the foundation may allocate it’s funds in whole or
in part to a reserve, to be able to sustainably achieve its
tax-exempt statutory objects, if there are concrete ideas or
timely targets for the usage of the reserves, and if the tax
exempt status of the foundation will not be jeopardized.
5.3 For long-term maintenance of value, and if in accordance with
applicable tax laws, annual revenues may be re-invested into
the capital stock or another reserve fund, to adjust for inflation.
5.4 No legal right on foundation services shall be constituted,
especially not to be accepted as member of the board of
trustees, or the advisory board.
5.5 No person may benefit from unreasonable high compensation
or expenditure that is not within the objects of the foundation.
This especially applies to full-time staff of the foundation.
§ 6 Bodies of the foundation
6.1 Bodies of the foundation are:
(a) the board of directors,
(b) the board of trustees, and
(c) the membership committee.
Additionally, an advisory board will be set up, which shall not
form a body of the foundation. Similarly, associate members
and sponsors are accepted by the foundation, without becoming
part of a formal body.
6.2 Working in the foundation’s bodies shall be voluntary.
Acceptable expenses caused by activities for the foundation
may be reimbursed if foundation’s means permit this and
achievement of the foundation’s objects is not significantly
affected.
6.3 Only a member of the board of trustees can become member
of the board of directors. Members of the board of directors or
their deputies may not be members of the membership
committee. Members of the advisory board must not be
members of the board of trustees.
6.4 The liability of the members towards the foundation is limited
to intent and gross negligence. This limitation does not apply to
the board of directors, starting with knowledge of a pending
complaint or impeachment relative to board of directors
actions, if the board of directors proceeds with the challenged
actions before the complaint or impeachment is settled.
6.5 The Members of all bodys are bound to manage the foundation
diligently and economically.
§ 7 Board of Directors
7.1 The board of directors consists of natural personas and shall
have five or seven members. The board of directors elects a
chairperson and the chairperson’s deputy from among its
members.
7.2 The board of directors term of office shall be two years,
re-election is admissible. The board of directors shall be elected
by the board of trustees; the election will be prepared and
monitored by the membership committee. The members of
the board of directors and (in case of an adequate number of
candidates) up to three substitute members will be elected
individually and simultaneously and the voting will occur by
e-mail or by an equivalent medium to be made available to the
members. The voting method to be used is a system designed
(Single Transferable Vote system), employing the Meek
method. Candidates with the highest preference are deemed
to have been elected until the predefined number of board of
directors members has been reached. The other elected
candidates act as substitute members for departing board of
directors members. Each candidate shall be running only for
himself or herself. The members of the board of trustees are
notified at least 45 days in advance of the elections, by e-mail
or an equivalent medium to be made available to the members.
The application as candidate is possible up to one week before
the election and has to be issued by e-mail or by an equivalent
medium to be made available to the members of the
membership committee. Only members of the board of
trustees, who were already members before the election
notice are entitled to vote.
7.3 To prevent unwanted influences of companies in the board of
directors, not more than two members of the board of
directors shall be employed by the same company or corporate
group.
7.4 The membership in the board of directors ends (i) after term of
office of the board of directors and the appointment of a
successor, (ii) by death of the member, or (iii) by resignation,
which is permissible at any time. Departing board of directors
members are replaced by the substitute member, who gained
the next lowest preference in the elections. In case the number
of board of directors members decreases below five, with a
seven-member board under seven and and no deputy board
member is available, the board of directors must be
replaced immediately by re-electing the board of directors.
In this case, the remaining board of directors shall continue only
urgent business of the day-to-day administration until assumption
of office of the new board of directors. Paragraphs 3 and 4 do not
apply to the first board. When a member of the first board resigns,
the remaining members form the board with all their authority.
The remaining members of the board will consider whether
elections are being held or whether a new member can be
appointed, so that the board of directors has a quorum
(§ 7 Abs. 1 sentence 1).
The other members remain board members until the end of their
term of office.
7.5 By way of derogation from the rules for voluntary work (§ 6 par.
2 first sentence), the board of directors can be commensurately
refunded annually with up to 0.5% of the financial resources of
the foundation, if otherwise the appropriate staffing of the
board of directors is at risk in case the foundation’s means
permit this, and the ability to fulfill the foundation’s objects is
not substantially hampered. Further details are to be decided
by the board of directors, need to be published immediately,
and will enter into force not before one month after
publication.
7.6 The board of directors will adopt rules of procedure, which have
to be published. Within those, the appointment and
consultation of executive directors and further executive
officers can be regulated.
7.7 The first board, the chairperson of the board and its deputy,
and the substitute members of the board, if any, are named in
the act of formation. The term of office for the first board of
directors is two years.
§ 8 Duties of the Board of Directors
8.1 The board of directors decides in all principal matters, according
to the statutes, on its own authority, and conducts the
day-to-day administration of the Foundation. The board of
directors acts as the legal representative, and represents the
foundation in and out of court. The Foundation is represented
by two members of the board of directors jointly one of which
must be the chairperson or its deputy. There can also be
granted authorization for single persons for particular affairs.
Inter se, the deputy of the chairman is required to only act if
the chairman is incapable.
8.2 The board of directors is obliged, within the bounds of German
Foundation Law and these statutes, to fulfill the original will of
the donor as effectively as possible, as is manifest in the act of
formation. The boards of directors’ duties are, among others:
stewardship for the capital stock, handling the foundations’
means, setting up a budget plan, proper financial accounting
and collection of receipts, creation of the annual balance and
activity report. The board of directors ensures that all facilities
of the foundation-supported activities are provided in a
satisfactory manner
8.3 The board of directors is obliged, via explicit publication in a
generally used communication medium, to notify the public
about:
(a) all changes to the Community Bylaws, or operating
mechanisms of the board of trustees or the
membership committee, else-wise those changes are
void;
(b) the composition of the board of directors, including its
substitute members, the members of the board of
trustees, the membership committee and its
chairperson, the advisory board, and all other
permanently established committees;
(c) the proceedings, discussions, and decisions of the
foundation, it’s committees, the board of directors, and
potential executive directors, including meeting
minutes. Under exceptional circumstances, those can be
kept confidential, if justified by the subject matter. The
resulting decisions though need to be published in due
time, confidentiality ends, once the reasons for
confidentiality cease;
(d) conflicts of interest lasting longer than a month; and
(e) the decision on how to deal with a complaint.
8.4 The board of directors prevents conflicts of interest within the
Foundation. The board of directors is therefore obliged to
ensure, that the board of directors itself, the membership
committee, and the advisory board, at maximum have one third
of their members being employed by a single company,
organization, entity or their respective affiliates. The board of
directors can expel one member per month from each of the
foundations bodies, until the conflict of interest situation is
either settled, or a re-election of the entity has been initiated.
To resolve the conflict of interest, the board of directors can
expel the necessary number of members from the committee
or add suitable members to the committee.
§ 9 Resolutions of the board of directors
9.1 Resolutions of the board of directors are taken in meetings, via
phone, in writing (including via circulation procedure), except
where the statutes provide for other means. Telegraph, telefax,
email, or otherwise auditable electronic means for vote
transmission shall be equivalent to the written form. The board
of directors meets at least annually, otherwise if necessary, by
invitation from the chairperson or its deputy including the
agenda, at least two weeks in advance. Board of directors
meetings are further called in, if requested by at least three
members of the board of directors.
9.2 A member of the board of directors can be represented by
another board of directors member or a substitute member,
unless these statutes require a personal presence. No member
of the board of directors, or substitute member, can represent
more than one other member.
9.3 The board of directors is quorate if, after correct invitation, at
least half of its members (or their representatives) are present,
among them the chairperson or its deputy, unless the statutes
require otherwise. Incorrect invitations are cured if all
members are present and there is no objection. If a member
incorrectly invited is not present, they can cure the mistake by
retroactively approving the decisions by the affected member.
For a vote conducted by phone or email, at least half of all
members of the board of directors need to participate.
9.4 The board of directors decides via simple majority of the
present or represented members, or those participating in a
vote conducted in writing or via phone, unless the statutes
require otherwise. In the event of a tie, the vote of the
chairperson shall be decisive, alternatively the deputy chair.
9.5 Minutes of the Meetings of the Board of directors shall be
prepared, (digitally) signed by the minute-taker and confirmed
by the meeting chairperson. These have to be brought to the
attention of all members of the board of directors and the
membership committee.
9.6 A member of the board of directors is barred from voting, if the
vote contains any of the following subject matters:
(a) self-dealing with the member;
(b) the initiation or cessation of a lawsuit between the
foundation and the member; or
(c) grants from foundation’s means to the member, or to an
entity the member is a board member of, or to an entity
the member is a member of the executive body of.
1.1 The name of the foundation shall be “UBports Foundation”, a
legal foundation under German acivil law.
1.2 It has its registered seat in Berlin.
1.3 Fiscal Year is the calendar year.
§ 2 Primary Objective of the foundation
2.1 By furthering the development of free Software (hereinafter
referred to as ,,FOSS”) the foundation entails the furthering
of:
(a) national and vocational education;
(b) science and research, especially in the field of computer
science;
(c) civil engagement in favor of charitable objects,
2.2 The foundation furthers and supports a sustainable,
independent and meritocratic community which develops
FOSS based on open standards. FOSS may be used, analyzed,
adapted to ones needs, distributed and enhanced for any
purpose. Standards are open, if they are:
(a) subject to full public assessment and use without
constraints in a manner equally available to everybody;
(b) free of any components or extensions that have
dependencies on formats of protocols that do not meet
the definition of an open standard themselves;
(c) Free from legal or technical constraints that limit their
use by anybody;
(d) managed and further developed independently from
any single vendor in a process open to equal
participation of all interested third parties; and
(e) available in diverse complete implementations from
different providers, or as a single complete
implementation available to all participants
The object of the foundation is achieved, either directly of
through intermediaries, in particular, but not limited to, via:
(a) publication of software;
(b) spreading the philosophical and cultural ideals of FOSS;
(c) moral and professional support of anybody who creates,
improves, helps to spread the foundations software
or documentation or contributes in other ways, including
the construction and maintenance of platforms for
mutual support and assistance;
(d) information, representation, counsel and training of
users, authorities, private entities and the general public
on the advantages and educational potential of the
usage of FOSS, especially through seminars, workshops
and conferences, but also by introducing children and
adolescents to, and awakening their interest in Free
Software (e.g. via holiday camps teaching the software
and creating bug reports);
(e) collaboration and coordination with other organizations
that at least partially share the same charitable objects;
(f) furthering of national, European and international
collaboration in the field of named software (e.g. by
translating the software or its documentation); and
(g) promotion and implementation of research and
development projects (e.g. via supporting public
tenders, or research into legal obstacles hindering Free
Software deployments, or co-writing of open standards).
2.3 The foundation can pursue its object nationally (within the
Federal Republic of Germany) and abroad.
2.4 The foundation does not need to pursue each object with the
same effort. The foundation’s board of directors decides
which actual object will be pursued primarily.
2.5 The foundation can provide financial or material resources to
other tax-privileged bodies, institutions and foundations, or to
appropriate public authorities, if these entities use the
resources to further the foundation’s objects according to
paragraph 2.1 and 2.2.
§ 3 Non-Profit Character
3.1 The foundation shall exclusively and directly pursue charitable
objects as defined by the section “Steuerbegünstigte Zwecke”
(tax beneficiary objects) of the German general tax code, §51ff.
3.2 The foundation acts altruistically within the meaning of § 55 AO.
It does not primarily focus on economic objects for its own benefit.
3.3 The foundations funds may only be used for statutory objects.
3.4 The foundation executes its tasks on its own or through auxiliary
persons as defined in § 57 section 1 sentence 2 German General
tax code, as long as the foundation’s means permit, and the
foundation is not acting on procurement of funds as per
§ 58 No. 1 German general tax code.
3.5 In order to realize its objects, the foundation may operate
special-purpose enterprises as long as the given purposes are in
line with the objects under § 2 of these statutes.
3.6 The foundation may act as trustee for dependent (not having
legal capacity) foundations or manage other independent
foundations (having legal capacity).
§ 4 Assets of the foundation
4.1 The assets granted to the foundation to fulfill its objects on a
sustainable and continuing basis, shall be kept undiminished.
The assets of the foundation are defined in the act of
formation.
4.2 The assets shall be invested in a safe and profitable way, where
ethical investment criteria shall be pursued. The foundation’s
assets must not be invested actively in shares to more than one
third of the total assets.
4.3 Regrouping of the assets is permitted. Regrouping gains must
be allocated to a regrouping reserve, which may be dissolved
for re-compensation of regrouping loss, to raise the
foundation’s assets, or to be used for statutory objects.
4.4 Endowment contributions (Zustiftungen) shall be allocated to
the assets of the foundation. The foundation may accept such
donations. Non-dedicated donations due to disposition mortis
well as free reserves as of § 62 No. 3 German general tax code,
will be reallocated to the foundation’s assets.
§ 5 Usage of the capital gains yield and donations
5.1 The foundation achieves its objects from the capital gains yield
and from surpluses of the restructuring reserve and from donations
which are not explicitly dedicated to grow the foundation’s assets as
of as of § 62 No. 3.
5.2 As necessary, the foundation may allocate it’s funds in whole or
in part to a reserve, to be able to sustainably achieve its
tax-exempt statutory objects, if there are concrete ideas or
timely targets for the usage of the reserves, and if the tax
exempt status of the foundation will not be jeopardized.
5.3 For long-term maintenance of value, and if in accordance with
applicable tax laws, annual revenues may be re-invested into
the capital stock or another reserve fund, to adjust for inflation.
5.4 No legal right on foundation services shall be constituted,
especially not to be accepted as member of the board of
trustees, or the advisory board.
5.5 No person may benefit from unreasonable high compensation
or expenditure that is not within the objects of the foundation.
This especially applies to full-time staff of the foundation.
§ 6 Bodies of the foundation
6.1 Bodies of the foundation are:
(a) the board of directors,
(b) the board of trustees, and
(c) the membership committee.
Additionally, an advisory board will be set up, which shall not
form a body of the foundation. Similarly, associate members
and sponsors are accepted by the foundation, without becoming
part of a formal body.
6.2 Working in the foundation’s bodies shall be voluntary.
Acceptable expenses caused by activities for the foundation
may be reimbursed if foundation’s means permit this and
achievement of the foundation’s objects is not significantly
affected.
6.3 Only a member of the board of trustees can become member
of the board of directors. Members of the board of directors or
their deputies may not be members of the membership
committee. Members of the advisory board must not be
members of the board of trustees.
6.4 The liability of the members towards the foundation is limited
to intent and gross negligence. This limitation does not apply to
the board of directors, starting with knowledge of a pending
complaint or impeachment relative to board of directors
actions, if the board of directors proceeds with the challenged
actions before the complaint or impeachment is settled.
6.5 The Members of all bodys are bound to manage the foundation
diligently and economically.
§ 7 Board of Directors
7.1 The board of directors consists of natural personas and shall
have five or seven members. The board of directors elects a
chairperson and the chairperson’s deputy from among its
members.
7.2 The board of directors term of office shall be two years,
re-election is admissible. The board of directors shall be elected
by the board of trustees; the election will be prepared and
monitored by the membership committee. The members of
the board of directors and (in case of an adequate number of
candidates) up to three substitute members will be elected
individually and simultaneously and the voting will occur by
e-mail or by an equivalent medium to be made available to the
members. The voting method to be used is a system designed
(Single Transferable Vote system), employing the Meek
method. Candidates with the highest preference are deemed
to have been elected until the predefined number of board of
directors members has been reached. The other elected
candidates act as substitute members for departing board of
directors members. Each candidate shall be running only for
himself or herself. The members of the board of trustees are
notified at least 45 days in advance of the elections, by e-mail
or an equivalent medium to be made available to the members.
The application as candidate is possible up to one week before
the election and has to be issued by e-mail or by an equivalent
medium to be made available to the members of the
membership committee. Only members of the board of
trustees, who were already members before the election
notice are entitled to vote.
7.3 To prevent unwanted influences of companies in the board of
directors, not more than two members of the board of
directors shall be employed by the same company or corporate
group.
7.4 The membership in the board of directors ends (i) after term of
office of the board of directors and the appointment of a
successor, (ii) by death of the member, or (iii) by resignation,
which is permissible at any time. Departing board of directors
members are replaced by the substitute member, who gained
the next lowest preference in the elections. In case the number
of board of directors members decreases below five, with a
seven-member board under seven and and no deputy board
member is available, the board of directors must be
replaced immediately by re-electing the board of directors.
In this case, the remaining board of directors shall continue only
urgent business of the day-to-day administration until assumption
of office of the new board of directors. Paragraphs 3 and 4 do not
apply to the first board. When a member of the first board resigns,
the remaining members form the board with all their authority.
The remaining members of the board will consider whether
elections are being held or whether a new member can be
appointed, so that the board of directors has a quorum
(§ 7 Abs. 1 sentence 1).
The other members remain board members until the end of their
term of office.
7.5 By way of derogation from the rules for voluntary work (§ 6 par.
2 first sentence), the board of directors can be commensurately
refunded annually with up to 0.5% of the financial resources of
the foundation, if otherwise the appropriate staffing of the
board of directors is at risk in case the foundation’s means
permit this, and the ability to fulfill the foundation’s objects is
not substantially hampered. Further details are to be decided
by the board of directors, need to be published immediately,
and will enter into force not before one month after
publication.
7.6 The board of directors will adopt rules of procedure, which have
to be published. Within those, the appointment and
consultation of executive directors and further executive
officers can be regulated.
7.7 The first board, the chairperson of the board and its deputy,
and the substitute members of the board, if any, are named in
the act of formation. The term of office for the first board of
directors is two years.
§ 8 Duties of the Board of Directors
8.1 The board of directors decides in all principal matters, according
to the statutes, on its own authority, and conducts the
day-to-day administration of the Foundation. The board of
directors acts as the legal representative, and represents the
foundation in and out of court. The Foundation is represented
by two members of the board of directors jointly one of which
must be the chairperson or its deputy. There can also be
granted authorization for single persons for particular affairs.
Inter se, the deputy of the chairman is required to only act if
the chairman is incapable.
8.2 The board of directors is obliged, within the bounds of German
Foundation Law and these statutes, to fulfill the original will of
the donor as effectively as possible, as is manifest in the act of
formation. The boards of directors’ duties are, among others:
stewardship for the capital stock, handling the foundations’
means, setting up a budget plan, proper financial accounting
and collection of receipts, creation of the annual balance and
activity report. The board of directors ensures that all facilities
of the foundation-supported activities are provided in a
satisfactory manner
8.3 The board of directors is obliged, via explicit publication in a
generally used communication medium, to notify the public
about:
(a) all changes to the Community Bylaws, or operating
mechanisms of the board of trustees or the
membership committee, else-wise those changes are
void;
(b) the composition of the board of directors, including its
substitute members, the members of the board of
trustees, the membership committee and its
chairperson, the advisory board, and all other
permanently established committees;
(c) the proceedings, discussions, and decisions of the
foundation, it’s committees, the board of directors, and
potential executive directors, including meeting
minutes. Under exceptional circumstances, those can be
kept confidential, if justified by the subject matter. The
resulting decisions though need to be published in due
time, confidentiality ends, once the reasons for
confidentiality cease;
(d) conflicts of interest lasting longer than a month; and
(e) the decision on how to deal with a complaint.
8.4 The board of directors prevents conflicts of interest within the
Foundation. The board of directors is therefore obliged to
ensure, that the board of directors itself, the membership
committee, and the advisory board, at maximum have one third
of their members being employed by a single company,
organization, entity or their respective affiliates. The board of
directors can expel one member per month from each of the
foundations bodies, until the conflict of interest situation is
either settled, or a re-election of the entity has been initiated.
To resolve the conflict of interest, the board of directors can
expel the necessary number of members from the committee
or add suitable members to the committee.
§ 9 Resolutions of the board of directors
9.1 Resolutions of the board of directors are taken in meetings, via
phone, in writing (including via circulation procedure), except
where the statutes provide for other means. Telegraph, telefax,
email, or otherwise auditable electronic means for vote
transmission shall be equivalent to the written form. The board
of directors meets at least annually, otherwise if necessary, by
invitation from the chairperson or its deputy including the
agenda, at least two weeks in advance. Board of directors
meetings are further called in, if requested by at least three
members of the board of directors.
9.2 A member of the board of directors can be represented by
another board of directors member or a substitute member,
unless these statutes require a personal presence. No member
of the board of directors, or substitute member, can represent
more than one other member.
9.3 The board of directors is quorate if, after correct invitation, at
least half of its members (or their representatives) are present,
among them the chairperson or its deputy, unless the statutes
require otherwise. Incorrect invitations are cured if all
members are present and there is no objection. If a member
incorrectly invited is not present, they can cure the mistake by
retroactively approving the decisions by the affected member.
For a vote conducted by phone or email, at least half of all
members of the board of directors need to participate.
9.4 The board of directors decides via simple majority of the
present or represented members, or those participating in a
vote conducted in writing or via phone, unless the statutes
require otherwise. In the event of a tie, the vote of the
chairperson shall be decisive, alternatively the deputy chair.
9.5 Minutes of the Meetings of the Board of directors shall be
prepared, (digitally) signed by the minute-taker and confirmed
by the meeting chairperson. These have to be brought to the
attention of all members of the board of directors and the
membership committee.
9.6 A member of the board of directors is barred from voting, if the
vote contains any of the following subject matters:
(a) self-dealing with the member;
(b) the initiation or cessation of a lawsuit between the
foundation and the member; or
(c) grants from foundation’s means to the member, or to an
entity the member is a board member of, or to an entity
the member is a member of the executive body of.
§ 10 Board of Trustees
10.1 Membership in the board of trustees is open to everyone
worldwide at no cost. The board of trustees consists of
natural persons, who either (i) are members of one of the
foundation’s bodies, or (ii) cumulatively meet the
requirements listed in the following letters (a) through (d):
(a) have verifiably contributed time and intellectual work
for the foundation’s objects, over a time span of more
than three months, and
(b) have after assessment by the membership committee,
free of arbitrariness, verifiably, or testified by other
members contributed non-trivially and not obviously
immaterially. Non-exhaustively listed this includes:
- programming;
- translation;
- producing and enhancing documentation;
- producing or enhancing marketing collaterals (including graphics);
- triage, analysis and verification of bug reports;
- market research and research of user experience or wishes;
- representing one of the foundation’s projects in public, in press, or e.g. on trade fairs;
- operating and maintaining the technical infrastructure of the foundation;
- functioning in other administrative tasks within the foundation.
(c) They also have to have applied for membership in the
board of trustees, and
(d) have announced the intention to actively work towards
the foundation’s object for at least 6 months.
Every member is expected to treat fellow members and end
users with politeness, indulgence, objectivity, liberality,
friendliness, understanding, and goodwill.
10.2 Members of the board of trustees are appointed for one year,
effective from the beginning of the quarter following the
approval of the membership committee, and as such have
equal status and rights. Membership ceases after that time, or
by exclusion, death or resignation, which is permitted at any
time. Admittance to the board of trustees is decided by the
membership committee. There is no legal requirement for a
decision within a definitive time, though a decision will
typically be taken within a quarter. Likewise, the membership
committee, after consulting the member, decides upon
exclusion due to behavior contrary to the statutes, following a
motion from either the board of directors or from another
member of the board of trustees.
10.3 Further details on admittance or exclusion from the board of
trustees shall be regulated in the community bylaws, which
are enacted by the board of directors. Changes to these
bylaws need to decided by the board of directors and require
the affirmative vote by the Board of Trustees members to
come into effect.
10.4 The members of the first board of trustees are defined in the
act of formation. The term of office for the first board of
trustees is two years.
§ 11 Duties and decision-making of the board of trustees
11.1 The board of trustees elects the board of directors and the
membership committee. The board of trustees can vote on
any topic desired by the board of directors. Members of the
board of trustees can, according to these statutes, issue a
complaint against the board of directors, and request
impeachment.
11.2 The Board of Trustees decisions are taken by a simple majority
regardless of the number of present or participating
members, unless the statutes require otherwise. The election
and the voting occur by e-mail or by an equivalent medium to
be made available to the members. The voting method to be
used is a system designed to achieve proportional
representation through preferential voting (Single
Transferable Vote system), employing the Meek method.
Members of the Board of Trustees are duty-bound only to
their conscience. Third parties may not determine the voting
behavior of members of the board of trustees, verifiable
violation can lead to exclusion. All elections, except for simple
votes, are prepared and conducted by the Membership
Committee. The proof of proper decision making of the Board
of Trustees is a formal declaration of the then-current chair of
the membership committee, according to §12, section 2
sentence 4. This also applies to the composition of the
membership committee.
11.3 A complaint expresses the demand by members of the board
of trustees concerning either an election, or an impending or
already taken resolution of the board of directors regarding
the board of directors itself, the membership committee, or
the advisory board. The complaint needs to explain in detail
the substantial disagreement with the board of directors, and
needs to specify in detail what is requested for a conflict
resolution. Complaints must be filed jointly by at least 30% of
the members of the board of trustees; and need to be signed
by at least ten members (quorum). The membership
committee validates the requirements of the complaint,
including the quorum, within one month, and notifies both
appellants and the board of directors immediately. Beyond
that, the membership committee notifies the board of
directors immediately after reception about the contents of
filed complaints. The board of directors can, within a month
after resolution of the membership committee, comply with
the complaint, or reject to comply. From reception of the
complaint by the membership committee until resolution by
the board of directors, or in case of incomplete resolution
until conclusion of an impeachment procedure, the board of
directors cannot modify the community bylaws; in this case
the community bylaws stay in effect in their respective
version from before the complaint.
11.4 Impeachment of the board of directors is only permissible if
the complaint was not fully settled. Members of the board of
trustees can then, within a month, request a vote for initiating
an impeachment aiming for a full re-election of the board of
directors, if that request is supported by at least 30% of the
members, and signed by at least ten members. The board of
directors must then call the members for a vote about this
request as soon as the membership committee confirmed
that quorum. The membership committee has to validate the
quorum requirements within a month, immediate notification
of the result has to be made to the board of directors and all
members of the board of trustees. If a majority of the
members of the board of trustees (not only the majority of
voting members) then vote for re-election of the board of
directors, the membership committee needs to initiate this
election immediately.
§ 12 Composition and duties of the membership committee
12.1 The Membership Committee represents the foundation
judicially in and out of court against the members of the board
of directors. It prepares and monitors the board of directors
elections, decides on the way of voting (by e-mail or by an
equivalent medium to be made available to the members) and
receives the application as candidate. It acknowledges
complaints from the Board of Trustees against the board of
directors and initiates the board of directors impeachment
procedure in case the respective conditions are met.
Furthermore, the membership committee decides about
admission and removal from the board of trustees.
Decisions of the Membership Committee shall be prepared,
signed by the minute-taker and confirmed by the chairperson
of the Membership Committee. These have to be brought to
the attention of all members of the committee and the board
of directors.
12.2 The members of the Board of Trustees shall elect the
membership committee from among its members, for a
period of two years. The membership committee consists of
at least three individuals and a maximum of 10% of the
members of the Board of Trustees, but is always staffed to an
odd number. The election is prepared and conducted by the
Board of directors; the Board of directors decides on the way
of voting (by e-mail or by an equivalent medium to be made
available to the members) and receives the application as
candidate. Re-election is admissible. The membership
committee elects a chairperson among its members. The
election of the members of the membership committee and
of the substitute members proceeds using the same
procedure as for the board of directors. Candidates with the
highest preference are deemed to have been elected until the
predefined number of committee members including
substitute members has been reached. Departing members of
the membership committee are substituted by the respective
candidates with the next lowest preference in the elections.
Each candidate shall be running only for himself or herself.
The members of the board of trustees are notified by the
board of directors at least 45 days in advance of the elections,
by e-mail or an equivalent medium available to the members.
The application as candidate is possible up to one week before
the election and has to be issued by e-mail or by an equivalent
medium to be made available to the members of the Board of
directors. Only members of the board of trustees, who were
already members before the election notice are entitled to
vote.
12.3 The membership in the membership committee ends (i) after
term of office after the appointment of a successor, (ii) by
exclusion from the board of trustees, (iii) by death or (iv) by
resignation, which is permissible at any time. In such cases,
the remaining members shall be the membership committee.
In case the number of members decreases below the
minimum number, the remaining members of the
membership committee shall continue to process only tasks
that cannot be delayed until to the assumption of office of the
successors. In case the number of members of the
membership committee falls below the defined minimum,
elections must be initiated promptly. A member of the
membership committee can on important grounds be
dismissed by vote of the board of trustees at any time after
consultation with the board of directors and the respective
member. This decision requires a majority of all members of
the Board of Trustees, not only of the voting members. The
member concerned is not entitled to vote.
12.4 By way of derogation from the rules for voluntary work (§ 6
paragraph 2 sentence 1), the members of the membership
committee can be commensurately refunded with up to 0.5%
of the financial resources of the foundation, if otherwise its
appropriate staffing is at risk– in case the foundation’s means
permit this, and the ability to fulfill the foundation’s objects is
not substantially hampered. Further details are to be decided
by the board of directors, need to be published immediately,
and will enter into force not before one month after
publication.
12.5 Details on admittance and exclusion from the membership
committee shall be regulated in the bylaws which are enacted
by the board of directors. Changes to these bylaws need to
decided by the board of directors and require the affirmative
vote by the Board of Trustees members to come into effect.
12.6 The members of the first membership committee and the
chairperson of the membership committee are defined in the
act of formation. The term of office of the first membership
committee is two years.
§ 13 Advisory Board
13.1 The advisory board counsels, supports, and submits proposals
to the board of directors. The board of directors shall consider
the advisory board statements, but is not bound to them.
Advisory board and board of directors shall have one joint
annual meeting.
13.2 The advisory board consists of representatives from
organizations (companies, authorities, trade interest groups,
that have substantially contributed to the foundation, and are
appointed by the board of directors. Each of those
organizations can nominate one representative to the
advisory board, in exchange for an annual contribution,
determined by the board of directors.
§ 14 Sponsors and Associate Members
14.1 Associate Members are natural and legal persons, who want to
support of the foundation's objects, but can not or do not
want to become formal members of the Board of Trustees.
Associate members do not form a body of the foundation.
14.2 Sponsors are Associate Members who support the
foundation's objects primarily through financial or material
contributions. If desired, their names will be published on the
foundation’s website.
14.3 A Sponsor can be a natural person, a private company, a legal
persona or an organization. Every private company, legal
persona and organization decides on a natural person as a
representative that is to be named to the Advisory Board.
14.4 Associate members have no specific rights and duties (with
the exception of the rights specified in §14 section 3 sentence
2 of these statutes), specifically they do not have the right to
vote.
14.5 The membership committee decides about admission of
associate members based on the application for admission.
Associate members are effectively named for one year from
the beginning of the quarter following the decision of the
membership committee. There is no legal right to a decision
within a certain period of time, but the decision is to be taken
within a quarter. The associate membership ends upon expiry
of the term of office and upon death (for natural persons) or
upon termination (for partnerships, legal entities and
organisations) and upon resignation, which is permissible at
any time.
§ 15 Minor changes to the statutes
15.1 The board of directors can change the statutes only to the
extent that the foundation’s objects remain unaltered, and
changes don’t materially affect the original character of the
foundation, and facilitate the fulfillment of the foundation’s
objects.
15.2 Resolutions modifying the statutes need approval of the
foundation authorities, prior to becoming effective.
A statement from the responsible tax authority is to be
acquired.
§ 16 Expansion and change of objects, Merger, Liquidation,
Conversion, and other changes to the statutes
16.1 Under no circumstances may the Foundation original objective
change, as described in § 2.
16.2 The foundation bodies can add further objects to the
foundation, if they are related to the original object, and the
continued and sustainable pursue of those objects are not
influencing or hampering the original objects- provided the
foundation’s general foundations assets or revenues are only in
part required for the fulfillment of the original objects.
16.3 An amendment of the objective of the foundation, the
merging, the annulment and the change of the legal form are
subject to the provisions of the Foundation Act of Berlin.
16.4 Resolutions about changes other than those mentioned in
§15 paragraph 1, including those according to §16 paragraphs
2 and 3 can only be conducted via in-person meetings of the
entire board of directors. Those resolutions need unanimous
approval of the entire board of directors, and a simple majority
of all members of the board of trustees (not only the voting
ones). The equal status of the members of the board of
trustees is not modifiable. §15 paragraph 2 is to be respected.
§ 17 Devolution of property
17.1 Upon abolition or dissolution of the foundation, nobody has a
right of reimbursement for the assets they might have
contributed.
17.2 Upon abolition or dissolution of the foundation, or upon
cancellation of its charitable status, the property shall devolve
to Free Software Foundation Europe e.V., in case of
non-existence to to the KDE e.V., who shall use it immediately
and exclusively for national and vocational education via
deployment of Free Software, as outlined in these statutes.
§ 18 Supervision of the foundation
18.1 The foundation is subject to government supervision
according to the respective foundation laws in the Federal
State of Berlin, Germany.
18.2. The foundation's supervisory authority is the
Senatsverwaltung für Justiz in Berlin, Germany.
18.3. The foundation supervisory authority is, on request as
mandated by law, to be informed about Foundation matters
at any time. The members of the board of directors are by
§ 8 StiftG Bln required to provide the supervisory authority
with:
(a) documentation and proof (Election protocols,
documents, reports of acceptance or withdraw, other
proof) on every change in any body of the foundation,
including the responsibilities within the bodies, as well
as the postal address of the foundation and the home
addresses for all members of the representative body.
(b) the annual report needs to be prepared according § 8 No. 2
and provided within four months after the end of the
financial year; the decision of the board of directors should
be added to it.
18.4 Any decision on changes of the statutes, the devolution of the
foundation or its merger with another Foundation require the
approval of the supervisory authority. The approval is to be
applied for at the supervisory authority by the members that
are authorized to represent the foundation, as defined
in § 8.1.
10.1 Membership in the board of trustees is open to everyone
worldwide at no cost. The board of trustees consists of
natural persons, who either (i) are members of one of the
foundation’s bodies, or (ii) cumulatively meet the
requirements listed in the following letters (a) through (d):
(a) have verifiably contributed time and intellectual work
for the foundation’s objects, over a time span of more
than three months, and
(b) have after assessment by the membership committee,
free of arbitrariness, verifiably, or testified by other
members contributed non-trivially and not obviously
immaterially. Non-exhaustively listed this includes:
- programming;
- translation;
- producing and enhancing documentation;
- producing or enhancing marketing collaterals (including graphics);
- triage, analysis and verification of bug reports;
- market research and research of user experience or wishes;
- representing one of the foundation’s projects in public, in press, or e.g. on trade fairs;
- operating and maintaining the technical infrastructure of the foundation;
- functioning in other administrative tasks within the foundation.
(c) They also have to have applied for membership in the
board of trustees, and
(d) have announced the intention to actively work towards
the foundation’s object for at least 6 months.
Every member is expected to treat fellow members and end
users with politeness, indulgence, objectivity, liberality,
friendliness, understanding, and goodwill.
10.2 Members of the board of trustees are appointed for one year,
effective from the beginning of the quarter following the
approval of the membership committee, and as such have
equal status and rights. Membership ceases after that time, or
by exclusion, death or resignation, which is permitted at any
time. Admittance to the board of trustees is decided by the
membership committee. There is no legal requirement for a
decision within a definitive time, though a decision will
typically be taken within a quarter. Likewise, the membership
committee, after consulting the member, decides upon
exclusion due to behavior contrary to the statutes, following a
motion from either the board of directors or from another
member of the board of trustees.
10.3 Further details on admittance or exclusion from the board of
trustees shall be regulated in the community bylaws, which
are enacted by the board of directors. Changes to these
bylaws need to decided by the board of directors and require
the affirmative vote by the Board of Trustees members to
come into effect.
10.4 The members of the first board of trustees are defined in the
act of formation. The term of office for the first board of
trustees is two years.
§ 11 Duties and decision-making of the board of trustees
11.1 The board of trustees elects the board of directors and the
membership committee. The board of trustees can vote on
any topic desired by the board of directors. Members of the
board of trustees can, according to these statutes, issue a
complaint against the board of directors, and request
impeachment.
11.2 The Board of Trustees decisions are taken by a simple majority
regardless of the number of present or participating
members, unless the statutes require otherwise. The election
and the voting occur by e-mail or by an equivalent medium to
be made available to the members. The voting method to be
used is a system designed to achieve proportional
representation through preferential voting (Single
Transferable Vote system), employing the Meek method.
Members of the Board of Trustees are duty-bound only to
their conscience. Third parties may not determine the voting
behavior of members of the board of trustees, verifiable
violation can lead to exclusion. All elections, except for simple
votes, are prepared and conducted by the Membership
Committee. The proof of proper decision making of the Board
of Trustees is a formal declaration of the then-current chair of
the membership committee, according to §12, section 2
sentence 4. This also applies to the composition of the
membership committee.
11.3 A complaint expresses the demand by members of the board
of trustees concerning either an election, or an impending or
already taken resolution of the board of directors regarding
the board of directors itself, the membership committee, or
the advisory board. The complaint needs to explain in detail
the substantial disagreement with the board of directors, and
needs to specify in detail what is requested for a conflict
resolution. Complaints must be filed jointly by at least 30% of
the members of the board of trustees; and need to be signed
by at least ten members (quorum). The membership
committee validates the requirements of the complaint,
including the quorum, within one month, and notifies both
appellants and the board of directors immediately. Beyond
that, the membership committee notifies the board of
directors immediately after reception about the contents of
filed complaints. The board of directors can, within a month
after resolution of the membership committee, comply with
the complaint, or reject to comply. From reception of the
complaint by the membership committee until resolution by
the board of directors, or in case of incomplete resolution
until conclusion of an impeachment procedure, the board of
directors cannot modify the community bylaws; in this case
the community bylaws stay in effect in their respective
version from before the complaint.
11.4 Impeachment of the board of directors is only permissible if
the complaint was not fully settled. Members of the board of
trustees can then, within a month, request a vote for initiating
an impeachment aiming for a full re-election of the board of
directors, if that request is supported by at least 30% of the
members, and signed by at least ten members. The board of
directors must then call the members for a vote about this
request as soon as the membership committee confirmed
that quorum. The membership committee has to validate the
quorum requirements within a month, immediate notification
of the result has to be made to the board of directors and all
members of the board of trustees. If a majority of the
members of the board of trustees (not only the majority of
voting members) then vote for re-election of the board of
directors, the membership committee needs to initiate this
election immediately.
§ 12 Composition and duties of the membership committee
12.1 The Membership Committee represents the foundation
judicially in and out of court against the members of the board
of directors. It prepares and monitors the board of directors
elections, decides on the way of voting (by e-mail or by an
equivalent medium to be made available to the members) and
receives the application as candidate. It acknowledges
complaints from the Board of Trustees against the board of
directors and initiates the board of directors impeachment
procedure in case the respective conditions are met.
Furthermore, the membership committee decides about
admission and removal from the board of trustees.
Decisions of the Membership Committee shall be prepared,
signed by the minute-taker and confirmed by the chairperson
of the Membership Committee. These have to be brought to
the attention of all members of the committee and the board
of directors.
12.2 The members of the Board of Trustees shall elect the
membership committee from among its members, for a
period of two years. The membership committee consists of
at least three individuals and a maximum of 10% of the
members of the Board of Trustees, but is always staffed to an
odd number. The election is prepared and conducted by the
Board of directors; the Board of directors decides on the way
of voting (by e-mail or by an equivalent medium to be made
available to the members) and receives the application as
candidate. Re-election is admissible. The membership
committee elects a chairperson among its members. The
election of the members of the membership committee and
of the substitute members proceeds using the same
procedure as for the board of directors. Candidates with the
highest preference are deemed to have been elected until the
predefined number of committee members including
substitute members has been reached. Departing members of
the membership committee are substituted by the respective
candidates with the next lowest preference in the elections.
Each candidate shall be running only for himself or herself.
The members of the board of trustees are notified by the
board of directors at least 45 days in advance of the elections,
by e-mail or an equivalent medium available to the members.
The application as candidate is possible up to one week before
the election and has to be issued by e-mail or by an equivalent
medium to be made available to the members of the Board of
directors. Only members of the board of trustees, who were
already members before the election notice are entitled to
vote.
12.3 The membership in the membership committee ends (i) after
term of office after the appointment of a successor, (ii) by
exclusion from the board of trustees, (iii) by death or (iv) by
resignation, which is permissible at any time. In such cases,
the remaining members shall be the membership committee.
In case the number of members decreases below the
minimum number, the remaining members of the
membership committee shall continue to process only tasks
that cannot be delayed until to the assumption of office of the
successors. In case the number of members of the
membership committee falls below the defined minimum,
elections must be initiated promptly. A member of the
membership committee can on important grounds be
dismissed by vote of the board of trustees at any time after
consultation with the board of directors and the respective
member. This decision requires a majority of all members of
the Board of Trustees, not only of the voting members. The
member concerned is not entitled to vote.
12.4 By way of derogation from the rules for voluntary work (§ 6
paragraph 2 sentence 1), the members of the membership
committee can be commensurately refunded with up to 0.5%
of the financial resources of the foundation, if otherwise its
appropriate staffing is at risk– in case the foundation’s means
permit this, and the ability to fulfill the foundation’s objects is
not substantially hampered. Further details are to be decided
by the board of directors, need to be published immediately,
and will enter into force not before one month after
publication.
12.5 Details on admittance and exclusion from the membership
committee shall be regulated in the bylaws which are enacted
by the board of directors. Changes to these bylaws need to
decided by the board of directors and require the affirmative
vote by the Board of Trustees members to come into effect.
12.6 The members of the first membership committee and the
chairperson of the membership committee are defined in the
act of formation. The term of office of the first membership
committee is two years.
§ 13 Advisory Board
13.1 The advisory board counsels, supports, and submits proposals
to the board of directors. The board of directors shall consider
the advisory board statements, but is not bound to them.
Advisory board and board of directors shall have one joint
annual meeting.
13.2 The advisory board consists of representatives from
organizations (companies, authorities, trade interest groups,
that have substantially contributed to the foundation, and are
appointed by the board of directors. Each of those
organizations can nominate one representative to the
advisory board, in exchange for an annual contribution,
determined by the board of directors.
§ 14 Sponsors and Associate Members
14.1 Associate Members are natural and legal persons, who want to
support of the foundation's objects, but can not or do not
want to become formal members of the Board of Trustees.
Associate members do not form a body of the foundation.
14.2 Sponsors are Associate Members who support the
foundation's objects primarily through financial or material
contributions. If desired, their names will be published on the
foundation’s website.
14.3 A Sponsor can be a natural person, a private company, a legal
persona or an organization. Every private company, legal
persona and organization decides on a natural person as a
representative that is to be named to the Advisory Board.
14.4 Associate members have no specific rights and duties (with
the exception of the rights specified in §14 section 3 sentence
2 of these statutes), specifically they do not have the right to
vote.
14.5 The membership committee decides about admission of
associate members based on the application for admission.
Associate members are effectively named for one year from
the beginning of the quarter following the decision of the
membership committee. There is no legal right to a decision
within a certain period of time, but the decision is to be taken
within a quarter. The associate membership ends upon expiry
of the term of office and upon death (for natural persons) or
upon termination (for partnerships, legal entities and
organisations) and upon resignation, which is permissible at
any time.
§ 15 Minor changes to the statutes
15.1 The board of directors can change the statutes only to the
extent that the foundation’s objects remain unaltered, and
changes don’t materially affect the original character of the
foundation, and facilitate the fulfillment of the foundation’s
objects.
15.2 Resolutions modifying the statutes need approval of the
foundation authorities, prior to becoming effective.
A statement from the responsible tax authority is to be
acquired.
§ 16 Expansion and change of objects, Merger, Liquidation,
Conversion, and other changes to the statutes
16.1 Under no circumstances may the Foundation original objective
change, as described in § 2.
16.2 The foundation bodies can add further objects to the
foundation, if they are related to the original object, and the
continued and sustainable pursue of those objects are not
influencing or hampering the original objects- provided the
foundation’s general foundations assets or revenues are only in
part required for the fulfillment of the original objects.
16.3 An amendment of the objective of the foundation, the
merging, the annulment and the change of the legal form are
subject to the provisions of the Foundation Act of Berlin.
16.4 Resolutions about changes other than those mentioned in
§15 paragraph 1, including those according to §16 paragraphs
2 and 3 can only be conducted via in-person meetings of the
entire board of directors. Those resolutions need unanimous
approval of the entire board of directors, and a simple majority
of all members of the board of trustees (not only the voting
ones). The equal status of the members of the board of
trustees is not modifiable. §15 paragraph 2 is to be respected.
§ 17 Devolution of property
17.1 Upon abolition or dissolution of the foundation, nobody has a
right of reimbursement for the assets they might have
contributed.
17.2 Upon abolition or dissolution of the foundation, or upon
cancellation of its charitable status, the property shall devolve
to Free Software Foundation Europe e.V., in case of
non-existence to to the KDE e.V., who shall use it immediately
and exclusively for national and vocational education via
deployment of Free Software, as outlined in these statutes.
§ 18 Supervision of the foundation
18.1 The foundation is subject to government supervision
according to the respective foundation laws in the Federal
State of Berlin, Germany.
18.2. The foundation's supervisory authority is the
Senatsverwaltung für Justiz in Berlin, Germany.
18.3. The foundation supervisory authority is, on request as
mandated by law, to be informed about Foundation matters
at any time. The members of the board of directors are by
§ 8 StiftG Bln required to provide the supervisory authority
with:
(a) documentation and proof (Election protocols,
documents, reports of acceptance or withdraw, other
proof) on every change in any body of the foundation,
including the responsibilities within the bodies, as well
as the postal address of the foundation and the home
addresses for all members of the representative body.
(b) the annual report needs to be prepared according § 8 No. 2
and provided within four months after the end of the
financial year; the decision of the board of directors should
be added to it.
18.4 Any decision on changes of the statutes, the devolution of the
foundation or its merger with another Foundation require the
approval of the supervisory authority. The approval is to be
applied for at the supervisory authority by the members that
are authorized to represent the foundation, as defined
in § 8.1.