org/en/bylaws.md

Bylaws

Please note: This is an unofficial English translation of the German bylaws document. The official German version is the only legally binding document. Please see the Readme in the parent directory for further information. The bylaws are valid for the Codeberg e.V. (what's this?), the non-profit behind the Codeberg.org platform, and thus do not apply to every registered user.

Preamble

The creation of Free Software is experiencing an unbroken boom due to the general availability of the Internet and the resulting network effects. The number of people involved in development of Free Software is growing exponentially. Effective collaboration in larger, international and geographically separated groups has only become possible with the introduction of new software tools and collaboration platforms.

While the dominating software tools that made this collaboration possible were developed as Free and Open Software (a good example is "GIT"), the succeeding collaboration tools are proprietary online services of commercial companies, which are mostly operating under US law. This lead to the paradox situation that millions of volunteers create free knowledge, text contributions and software of immeasurable value while handing over its control to these commercial platforms.

The open source code which is developed freely and for public benefit and makes modern communication on the Internet and our connected life possible, and even the products of publicly funded research, are fed into private and commercially operated platforms, whose software and continued existence cannot be controlled from outside, whose control is not even attempted.

As Codeberg e.V., we are convinced that the process of software creation, its documentation and communication, in which developers of Free Software participate deserve a likewise free and non-profit operating platform, to guarantee the openness and continued availability of free software in the future.

Therefore, the purpose of Codeberg e.V. is the creation and operation of a free collaboration platform for the creation, archiving and preservation of code and the documents of its development processes, as well as the improvement, customization and integration of already existing free software tools for making this platform possible. Dependencies on external and proprietary services for the operation of the platform are specifically avoided in order to not endanger the independence, autonomy and existence of the platform.

§ 1 Name, seat and fiscal year

(1) The name of the association (German Verein) is "Codeberg e.V.", in the following referred to as "association".

(2) The seat of the association is Berlin, Germany. It is to be added to the Register of Associations (German Vereinsregister) and will then bear the suffix "e.V." (registered association, German Eingetragener Verein)

(3) The fiscal year is the calendar year.

§ 2 Purpose and tasks

(1) The purpose of the association is to promote the creation, collection, distribution and preservation of Free Content (Open Content, Free Cultural Works) and Free and Open Source Software (FOSS) and their documentation in selfless work to enable equal opportunities regarding the access to knowledge and education. Furthermore, this also intends to raise awareness for the social and philosophical questions interconnected with this.

(2) For the collection and distribution of free content, open and commonly used Repository and Version Control Systems ("RCS" and "VCS") that save and preserve the whole history of the creation and improvement of Open Source software and make it freely available to society on the Internet, should be primarily but not exclusively used and generally made available. A prominent example is "GIT", a software created by Linux developer Linus Torvalds.

(3) The association acts independently and autonomously.

(4) The purpose of the association shall be served in particular by

• the operation of Internet systems for the creation, collection and distribution of Free Software (Open Source) and Free Content.
• the distribution and support of the distribution of Free Software and Free Content via different methods, for example via digital or printed media.
• the acquisition, provision and distribution of information as well as public relations work on the topic of Free Software and Free Content.
• the clarification of scientific, social, cultural and legal questions related to Free Software, Free Content, Repository and Version Control Systems and Wikis. Examples are reports, studies and the commissioning of research and development of systems necessary for the operation of the platform as well as the awarding of scholarships in these domains. These must directly serve the goals and purpose of Codeberg e.V. and results must be published and made available to the public in a timely manner. Furthermore, commissions, scholarships and the guidelines for their awarding must be publicly announced.

(5) The association may also acquire funds, provided they are only used for the purposes mentioned above, for other tax-privileged bodies or public law entities and forward these to them, as well as participate in tax-privileged corporations or become a member of them.

(6) The association solely and directly serves non-commercial purposes as of paragraph "steuerbegünstigte Zwecke" (tax-privileged purposes) of the "Abgabenordnung" (German Fiscal Code) 1977 (§§51 ff. AO) in the latest valid version. It acts selflessly and does not primarily pursue self-serving goals.

(7) Means of the association may only be used for purposes in accordance with the bylaws. Members in their role as member do not receive financial support from the funds of the association. Members are not allowed to receive parts of the association's assets when leaving or during a forced or voluntary dissolution of the association. No person may receive financial benefits for reasons which are not in accordance with the association's purposes, neither may anyone receive excessive benefits.

§ 3 Membership

(1) Every natural person, legal person or legal partnership can become a member.

(2) The association consists of active members, supporting members and honorary members.

(3) Any natural person who wants to actively participate in the association or one of its supported projects can become an active member of the association. Any natural person, legal person or legal partnership who does not wish to actively participate in the association's activities but wants to support and fund the goals and purposes of the association can become a supporting member.

(4) Natural persons who have contributed in an outstanding way to the association can be named honorary members. For this, a resolution from the association's general assembly is required.

§ 4 Rights and duties of the members

(1) Members are permitted to attend all offered events of the association. Additionally, they have the right to submit requests to the Presidium and the general assembly.

(2) The members support the association and its purpose in an adequate fashion. They are obliged to pay their dues as prescribed by the latest valid membership fee regulation (German Beitragsordnung). Further they are obliged to immediately inform the association in case of changes in their postal address, email address and bank details. The member is liable for any consequences that are a result of ignoring these obligations and frees the association from any liability.

(3) Active members have active and passive election rights as well as the right to submit requests, vote and speak at general assemblies. Employees and former employees of the association whose employment relationship did not end more than one year prior to the date of the assembly are not eligible for being elected.

(4) Supporting members have the right to submit requests and to speak at assemblies but no voting or election rights.

(5) Honorary members have the same rights and obligations as active members but are exempted from having to pay membership fees.

(6) The positions in the association are held on a voluntary basis.

§ 5 Begin and end of the membership

(1) The membership must be applied for in writing to the executive board. Application via email or online form is permitted. The board decides over the application if the Presidium does not contradict it. The board is not obliged to inform the applicant about the reasons for disapproval. The disapproved applicant can call the general assembly to take a final decision on his application.

(2) Membership ends with voluntary resignation, exclusion, death of the member or loss of legal capacity for legal persons.

(3) The resignation of an active or honorary member must be declared in written form by the end of the fiscal year. The board decides on the termination of membership during the year upon application by the member.

(4) The resignation of a supporting member can be declared at any time and with immediate effect in writing or via email.

(5) The exclusion of a member with immediate effect and with an important reason can be declared in case the member violated the bylaws, additional orders, the association's purposes or its interests. The exclusion of a member shall require a majority of two-thirds in a vote by the presidium. In advance to the decision, the member must be granted the opportunity to comment on the accusations within a period of two weeks.

(6) With the end of membership for any reason, all claims from the membership end. A refund of fees, donations or other means of support is generally precluded. The association's claim on overdue fees of active members is hereby not touched.

(7) The membership ends with removal if the address of the member is unknown against § 4 paragraph 2 sentence 2 or if in spite of two reminders at a minimum interval of two weeks the membership fee was not paid. The second reminder must have been sent in written form and must contain a notice of the removal. After expiry of a declaration period of three months, the membership ends automatically. The period starts with the sending of the second reminder.

§ 6 Membership fees

(1) The amount of the annual membership and admission fees is determined by the fee regulations (German Beitragsordnung) which are decided on by the general assembly.

§ 7 Bodies of the association

(1) The bodies of the association are:

a) the general assembly

b) the presidium

c) the executive board

§ 8 General assembly

(1) The highest body of the association is the general assembly. The general assembly has to decide over fundamental questions and issues of the association. In particular it has the following tasks:

a) To elect the presidium and the financial auditors,

b) To decide over bylaws, changes to the bylaws and the dissolution of the association,

c) To decide the budget,

d) To accept and discuss the yearly reports,

e) To discharge the presidium and the executive board,

f) To discuss and decide over existing requests,

g) Approval of all rules of procedure inside to the association,

h) Decisions on membership fee regulations,

i) Decisions on the raising of loans which would put the sum of the association's total liabilities in excess of four percent of the total revenues of the preceding year.

(2) The general assembly is to be called by the presidium once a year and should be held in the first half of the year. The invitation must be issued at least six weeks in advance in written form or by email, stating the agenda and already submitted requests. Objections to the schedule and election proposals as well as proper requests by members must be received by the executive board at least four weeks before the assembly.

(3) The regular general assembly is carried out via an online platform.

a) The online platform is made available via the Internet and is only accessible to members of the association. The authentication for the log-in of members and for voting is realized with their personal log-in credentials.

b) In case the general assembly is interrupted or made impossible due to technical issues, a replacement date is selected within a month. If the technical problems are not solved in this time or if urgent draft resolutions require an especially fast decision, a classical general assembly is scheduled.

c) When electing members of the presidium or financial auditors, voting on changes to the bylaws or accepting requests which touch the rights or obligations of members, they need to be given the possibility to vote remotely. The documents for this vote must be sent to members with voting rights at least two weeks in advance of the end of the voting period.

d) Further details are specified by the election regulations.

(4) The general assembly can decide to provide further elections and requests to the members for decision via remote vote. In this decision the period for the remote election must be fixed. Further to this, the regulations of paragraph 3 apply accordingly.

(5) Later requests are to be dealt with if the general assembly accepts to their dealing (Requests for urgent procedure).

(6) The presidium has to call for an extraordinary general assembly immediately and with a precise statement of reasons if the interest of the association requires it or a significant portion of the members demands it from the presidium in written form, stating their purpose and reasons. Depending on the amount of members in the association the following is considered as "significant":

1 - 1000: At least 10 % of the members,

> 1000: At least 100 members.

(7) Decisions of the general assembly are recorded in a protocol and are signed by the executive board and two members of the presidium. The protocol has to be made available to the members within four weeks of the assembly. It becomes valid if there were no objections raised within four weeks after publication from a member of the presidium or the chairperson of the meeting or at least 10 % of the attending members.

§ 9 Voting rights and quorum

(1) Each member with voting rights has one vote. The voting right is not transferable.

(2) Each properly summoned general assembly is competent.

(3) The general assembly takes decisions with simple majority. In case of equal votes, the request is considered rejected.

(4) Changes to the bylaws and decisions for the dissolution of the association require a majority of two thirds of the recorded votes. Changes to the bylaws may only be voted upon if this item has already been mentioned in the agenda inside the invitation to the general assembly (within the period specified in the bylaws) and if the current and proposed text of the bylaws were appended to the invitation.

§ 10 Presidium

(1) The presidium consists of five representatives elected by the general assembly. The presidium may co-opt up to two additional electable members of the association into the presidium for their period of office with a two-thirds majority vote.

(2) The period of office of the elected members of the presidium is two years. The period of office of the old presidium ends with the day of the election of the new presidium. The business of the presidium is continued by the old presidium until the transfer of official business to the new presidium. The handover has to take place within four weeks of the election of the new presidium.

(3) The presidium shall in particular:

• represent the association towards the members;
• appoint and dismiss the members of the executive board;
• appoint, change and dismiss employment contracts;
• continue developing the strategic focus of the association and to formulate goals for the executive board;
• control and oversee the business operations of the board;
• grant prior approval of legal businesses as of § 12 (5);
• decide changes to the economic plan for the current year;
• represent the association in bodies in which it is involved in accordance with § 2 (5).

(4) In case a member of the presidium leaves prior to the end of their office period or is elected as of sentence 1 into another position, the presidium may decide with a majority of two-thirds to co-opt another electable member as a substitute member or carry out a re-election at the next general assembly. If the number of elected members of the presidium decreases to less than three, a general assembly has to be called to hold a re-election.

(5) The liability of the presidium is limited to intent and gross negligence.

(6) If a member of the presidium severely violates the regulations or the interests of the association or repeatedly and heavily interferes with the work of the presidium, it can be suspended from its position with immediate effect, given an important reason. The presidium decides over the suspension with a majority of two-third. Prior to the decision, the member of the presidium must be granted the possibility to comment on the accusations made. The rights and duties resulting of the position of the concerned person lie dormant for the period of suspension. At longest, the suspension stays in effect until the next general assembly. If the term of office does not end by then anyway, the members of the association decide over a dismissal from the presidium.

§ 11 Resolutions by the presidium

(1) The presidium decides by simple majority. The presidium is competent if at least half of its members participate in the vote. Abstentions and invalid votes are considered as missed votes.

(2) The presidium makes resolutions in sessions, telephone conferences or via online vote. The members of the presidium and of the executive board have the right to propose requests.

(3) The invitation to a session must be sent out to the members seven days, in case of phone conferences two days, in advance. Stating the agenda is optional. The voting period for online resolutions usually spans seven, but at least three, days.

(4) Minutes must be kept for all sessions and resolutions.

(5) Further details are determined by the business regulations of the presidium.

§ 12 Executive board

(1) The executive board according to § 26 BGB (German Civil Code) must consist of at least one person. The presidium can order more people to the board. Board members must be members of the association, but may not be part of the presidium.

(2) The board is elected by the presidium for a duration of one year. Re-election is permitted. The board can be dismissed at any time by a resolution with a two-thirds majority of votes by the presidium.

(3) A board member represents the association on its own if it is the association's only board member. In case the association has multiple board members, they represent the association together.

(4) The presidium can give all members, or single members of the board the power to single-handedly represent the board.

(5) The presidium may, by means of individual instructions or rules of procedure, make business transactions require its prior consent or establish a discretionary limit for transactions to take place without required consent. The following transactions always require prior consent of the presidium, unless they have already been decided on in the business plan:

• acquisition, encumbrance and sale of real estate and equivalent rights;
• foundation of and participation in companies or institutions under private law;
• establishment and closure of branch offices.

(6) The executive board may in particular:

• lead the businesses of the association;
• realize the measures, strategies and goals decided by the general assembly or the presidium;
• provide the business plan for approval to the general assembly through the presidium
• provide changes to the current business plan to the presidium for approval
• create and provide the annual accounts for discussion and approval to the general assembly through the presidium
• regularly inform the presidium about all relevant circumstances and developments
• inform the general assembly about its activities

(7) In case the board consists of multiple persons, § 11 applies for the passing of resolutions.

(8) The executive board is allowed to perform changes to the bylaws if they are required by the registration court, the financial offices or by laws for associations and taxes, or if they are editorial. All members must at the latest be informed at the following general assembly.

§ 13 Cash auditing

(1) The general assembly elects at least one and up to four cash auditors for the duration of one year. If more than one cash auditor retires before the end of its period of office, all vacant positions must be remotely re-elected for the rest of the current period of office.

(2) The cash auditors have the task of checking the vouchers as well as their correct booking and use of funds and to determine in particular the correct use of funds in accordance with the bylaws and tax regulations. The audit does not extend to the expediency of the expenses made by the board. The cash auditors have to inform the general assembly about the result of the cash audit. The cash auditors may not belong to the executive board, the presidium or any committee called by either of the two, and may not be employees of the association.

(3) The presidium must call for an immediate extraordinary general assembly if the cash auditors request it in written form and with provided purpose and reasons. The application is only valid if its necessity is grounded in the findings of a cash audit.

§ 14 Dissolution of the association

(1) In case of dissolution of the association or in case of discontinuation of its previous non-profit purposes, the assets of the association will be transferred to a public corporation or to a corporation recognized as tax-privileged, which must use them directly and exclusively for the promotion of education in the sense of the bylaws. The recipient is determined by the general assembly at the same time as the decision to dissolve the association.

(2) The members of the board who are in office and authorized for representation are appointed as liquidators, unless the general assembly conclusively decides otherwise.

Location, Date

Blankenfelde-Mahlow (Germany), 9th September 2018

Fee regulations

§ 1 Amount of contributions

(1) Members decide on the amount of their membership fee upon registration. A change of amount is effected via email to the executive board.

(2) The minimal yearly membership fee for natural persons is 24 euros.

(3) The minimal yearly membership fee for legal entities is 100 euros. The executive board decides on exceptions upon request.

(4) Honorary members are exempted from payments as stated in the bylaws.

§ 2 Discounts

(1) For members with limited financial means (e.g. pupils, students, unemployed, pensioners and social welfare recipients), the minimum membership fee can be reduced upon request.

(2) The discounted minimal yearly fee is 12 euros.

(3) The board decides on the written application for a discount of the membership fee on the basis of paragraph 1.

§ 3 Due date / Payment method

(1) Members determine their payment interval at registration. Fees can be either paid monthly, quarterly, half-yearly or yearly.

(2) The membership fee is due in full amount at the first day of the commenced interval, respectively when the membership application gets accepted. For the period between the admission and commencement of the first regular payment interval, the amount is determined proportionally, i.e. if, for example, in the case of monthly payment, the admission takes place 14 calendar days before the end of a month with 31 days, the first contribution is 14/31=45% of the regular contribution.

(3) The payment of the contribution is made by direct debit. On special request the contribution can also be paid by bank transfer. In this case, the membership number must be indicated.