OpenEmbedded eV Statutes

The following is a Babelfish translation of http://docs.openembedded.org/organization/2008-11-22_statutes-de.pdf

Please clean this up if you speak German.

Statute of the OpenEmbedded registered association

(conditions 22.11.2008)

explanation by terms

1. free software, also “open SOURCE software” mentioned, in the sense of this statute are computer programmes, which are made available free of charge by the author in not backgetable way of the public. The author grants third the freedom to be allowed to use the program for each purpose; examine to be allowed, how the program functions and it to the own needs to adapt; To be allowed to make copies for others; to be allowed to improve and the program and make accessible these improvements general well-being.
2. Development of free software in the sense of this statute covers the research and elaboration of the theoretical bases and concepts as well as their testing by programming and test of free software, which realizes these concepts and bases.
3. “OpenEmbedded (OE)” is a computer-assisted tool, which contains both infrastructure for programs and user programs of inclusive tones, pictures, documents and translations. As free software is developed and put to the public free of charge at the disposal.

1. Name, seat and financial year

1. the name of the association OpenEmbedded registered association reads, shortened OE registered association
2. the association has its seat in Berlin, Federal Republic of Germany. If no firm office is furnished, the administration follows the residence of the respective member of the board, who notices the management.
3. An entry is aimed at into the register of associations of the district court Berlin Charlottenburg.
4. Financial year is the calendar year.

2. Association purpose

1. the purpose of the association is the promotion and spreading of free software in the sense suitor software with special consideration of the program complex “OpenEmbedded”, in order to support the free knowledge exchange and the equal chances with the entrance to software as well as national education, science and research.
2. The association purpose in particular realised by
   • a.die promotion of the education, the exchange of views and the co-operation of users, developers and researchers
   • b.Forschung and discussion over the effects of free software and the thought suitor software on society and science
   • c.die advancement and research at free software, as well as their their integration within the home range
   • d.die supply of free software, supporting pictures, tones, to make for data and documentation as well as promotion their availability and the production and spreading of documentation accessible over it
   • e.Beiträge the adept information of the public in the field of activity of the association and participation at fairs and congresses around the information a broader spectrum of users f.Organisation from congresses and generally accessible lectures to the further training of the project participants and User g.das retaining the free rights of the project participants to the protection from commercial interests third
3. a change of the association purpose may only in the framework in § 3 (1) of given framework to take place.

3. Non-profit character

1. the association pursues directly non-profit purposes in the sense of the section tax-privileged purposes of the tax code in the context of its activity in accordance with § 2 of the statute exclusively and (§§ 51ff. AO). It is selbstlos active and pursued not primarily self-economical purposes
2. the means of the association is excluding for statutory purposes to be used. The members receive excluding reimbursements of developed costs, but no direct allowances from means association.
3. Nobody may by expenditures for association, which are strange to the association purpose or are favoured by disproportionately high remuneration. For the replacement of expenditures, as far as different legal regulations are not to be used, the federal travel expenses law is determining.

4. Kinds of the membership and members of the association

1. members of the association can become natural and legal entities, who want to carry and support the goals of the association. In order to become fair the international character of the association, in addition, over members the possibility to give of withdrawing itself from the active support of the advancement from OpenEmbedded without giving the membership up, thereby the following kinds are intended by memberships:
   • A) Active members are natural persons, who support the association purpose and the implementation of the association goals by cooperation and the full obligations of a club member take over. In particular cooperation from them, which and the practice of the right to vote expects, becomes participation in the meetings of the members.
   • b) Extraordinary members are natural and legal entities, who explain the support of the association purpose and the association goals by their membership in the association, but do without the practice of the rights of the active members, here the practice of the right to vote. Legal entities designate a natural person as representatives for practice remaining rights and obligations.
   • C) Promoting members are extraordinary members, that promote the association purpose and the association goals in particular by a financial or a special contribution. They are published on own desire on the web page of the association and to have the right to the participation in the meeting of the members, without acquiring thereby a right to vote.
2. The active membership is acquired on proposal of an active member with agreement of two of other active members by resolution of the meeting of the members or the active members by Internet choice with simple majority. Main decision criterion for the admission should be the commitment shown by the photograph candidates during a longer period and the contribution made thereby in the sense of the association goals. An active member can change on own request at the executive committee into the extraordinary membership. During default of the obligations of an active member over two following each other tidy meetings of the members, indicated above, the membership changes automatically into an extraordinary. An extraordinary however not promoting member can request the active membership at the executive committee. On the admission of promoting members the executive committee decides.
3. The membership ends by withdrawal, exclusion or death, with legal entities also by loss of the juridical personality. The withdrawal of a member is possible only to 31 December of each yearly. It takes place via written explanation opposite the executive committee under adherence to one period from 4 weeks.
4. The instrument of the association exclusion is critical situations reserved, whereby in principle to the quality the priority is to be granted clarifying. The exclusion takes place on resolution of the executive committee with immediate effect. Reasons for an exclusion can be
   • a) a heavy offence of a member against the regulations as well as goals and purposes of the association specified in this statute after a unsuccessful attempt of clarifying, as well as
   • b) despite repeated reminder existing arrears at payments of dues during one period of 12 months. Opportunity must be given to the member to the justification and/or statement before the adoption of resolutions. Against the exclusion contradiction can be inserted within four weeks at the executive committee, on which the next meeting of the members decides. Up to the decision of the meeting of the members the rights and obligations of the member rest.
5. With separating a member from the association or during dissolution of association no requirement on Rückerstattung of brought in net assets exists.

5. Organs of the association

of organs of the association are:

• the meeting of the members as well as
• the executive committee.

6. Meeting of the members

1. All club members can attend meeting of the members. Only active members receive one voice each.
2. The meeting of the members takes place at least once a year. It will call up in writing from the executive committee by post office or email under indication of the provisional agenda. The invitation period amounts to six weeks. The period begins with the day following on the sending off of the invitation letter. It is valid the date of the postmark or the sending off of the email. The invitation letter is considered as happened, if it is addressed to the last address announced by the member of the association in writing. The members can in writing or electronically address further requests for items on the agenda until 2 weeks before the meeting to the executive committee. It is valid the date of the post office and/or email entrance. The executive committee publishes the final agenda in the Internet, the address is in the written invitation to be communicated.
3. An extraordinary meeting of the members is to be called up, if it requires the interest of association. On written demand of at least 20% of all club members the executive committee has to call up an extraordinary meeting of the members within six weeks. The desired item on the agenda must have to be inferred from the request of the members.
4. The meeting of the members is resolutionable during normal invitation without consideration for the number of appearances. She selects from her center a Versammlungsleiter. Resolutions are met, if the meeting does not determine something else, openly by show of hands with a simple majority of votes. With equality of votes a request is valid as rejected.
5. To amendments of the by-laws and to resolutions over the dissolution of the association are deviating from (4) 3/4 of the voices delivered in the meeting of the members, at least however half of the voices of all active club members necessarily.
6. An active member, that appears not personal for meeting of the members, can leave itself represented by another member personally present during the meeting of the members. The representative notices the right to vote of the represented member beside his own. The representative legitimizes itself at the beginning of the meeting of the members by presenting a written authority in the original opposite the executive committee. A representative can represent maximally two members.

7. Tasks of the meeting of the members

1. the meeting of the members as the highest resolution-seizing representative body of the association is in principle responsible for all tasks, if certain tasks did not become to transfer another representative body of the association in accordance with this statute. The meeting of the members selects from the number of the active members the executive committee. The persons, who unite most voices on itself, are selected. The choice secretly takes place with voting cards.
2. The meeting of the members can vote members out of the executive committee. For this it needs in deviation from (1) the majority of the voices of all active club members.
3. The meeting of the members decides on contradictions of members, whom the executive committee intends to exclude.
4. The meeting of the members receives the business report of the executive committee which can be submitted annually and the examination report of the invoice controller and gives the executive committee discharge.
5. It is reserved the meeting of the members to decide on amendments of the by-laws and dissolutions of association.
6. You are to be submitted in particular the annual account and the annual report for adoption of resolutions over permission and the discharge of the executive committee in writing. She orders two invoice controllers, that belong neither to the executive committee still another committee appointed by the executive committee and are not also employees of the association, in order to examine and report on the result before the meeting of the members record keeping including end-of-year procedure. The invoice controllers have entrance to all reservation and calculation documents of the association.
7. the right of representation of the executive committee it is opposite the way limited third that for the following legal transactions the agreement of the meeting of the members is necessary: more
   • a.über on and sale as well as the load of landed property,
   • b.die financial participation in societies as well as
   • c.die admission of loans starting from EURO 10,000, -, to decide.
8. She can decide over further affairs, which by the executive committee or from the member shank is submitted to it.

8. Executive committee

1. the executive committee consists only natural persons of 4 persons, it can belong. The term of office amounts to 3 years. Re-election is permissible. The members of the board officiating in each case remain at expiration of the term of office in the office, until successors are selected
2. the executive committee select from his center one chairman and two deputies. One the deputy is a treasurer. Re-election is permissible.
3. The executive committee work, in particular regulations for the summoning of board meetings, whose expiration and the execution of votes, regulated by an agenda of the executive committee, which decides the executive committee unanimously.
4. The executive committee decides over all association affairs, as far as they do not require a resolution of the meeting of the members. It implements the resolutions of the meeting of the members.
5. The members of the executive committee are everyone for itself alone in the name of the association outward entitled to act as substitute.
6. In case of separating a member of the board during the term of office the executive committee determines a kommissarisches member of the board according to Internet choice of the active members. The kommissarische member of the board remains up to the next meeting of the members in the office. On a final follow-up in the executive committee the meeting of the members decides.
7. The executive committee can order a full-time managing director, who leads the current business of the administration of the association by resolution as special representatives in accordance with §30 BGB and superior of the full-time association coworkers is. Decisions over work contracts, notices as well as admissions of members and member exclusions remain reserving the executive committee.
8. The managing director has to participate the obligation to the participation in the meetings of the members and the right as well as on demands of the executive committee the obligation in the board meetings. It has speech right on all meetings and is the representative bodies of the association opposite accountable.
9. The executive committee on its part can make amendments of the by-laws, which are required by supervision, court or fiscal authorities for formal reasons. The amendments of the by-laws must be communicated to the next meeting of the members.

9. Agenda

the agenda regulates going out details of the association work over the frameworks of the statute. The executive committee puts the agenda into force after the agreement by the members. The agreement of the members takes place via Internet choice with simple majority of the active members.

10. Minutes

the resolutions of the executive committee and the meetings of the members are laid down in writing and stand for the members to the insight for order.

11. Collective agreements

before the employment full-time persons employed regulates the executive committee their payment in the agenda.

13. Association financing

1. the necessary financial means of the association constituted by
   • A) of membership dues,
   • b) of subsidies of the country, the municipalities and other public places,
   • C) donations,
   • D) other allowances third,
   • e) repay for activities of the association in the context of the non-profit character, among other things for lectures.
2. The members pay contributions in accordance with condition of a resolution of the meeting of the members or the active members by Internet choice with simple majority. The regulation for the height of membership dues becomes a component of the agenda.
3. In the case of dissolution of the association or with omission of tax-privileged purposes the fortune of the association falls at the German Unesco Kommision registered association, Colmantstraße 15, 53115 Bonn, which has to use it directly excluding and for non-profit purposes. Resolutions over the future use of the property of the association may be implemented in this case only after consent of the tax office.

14. The entry into force

managing statute contents was decided by the founders' meeting to ............. in Brussels, Belgium.

The initial members of the association draw as follows: