This text is a draft of a set of articles of association, intended to be used in a deed of incorporation of a foundation that forms the legal representation of the Ignite Realtime community.
I present this articles as a base of discussion, and invite you to provide feedback in any way or form that you see fit. I’d like to stress that these articles are by no means ‘final’ in any sense. I’ve drafted them primarily to give us something tangible to discuss.
Author: Guus der Kinderen
Article 1. Name and domicile
- The name of the foundation is: Ignite Realtime Stichting.
- When an English context is appropriate or desired, the foundation shall go by the name; Ignite Realtime Foundation.
- The official seat of the foundation is in the municipality of 's-Hertogenbosch, the Netherlands.
Article 2. Objective
- The objective of the foundation is to promote, support and advance development of software in the Ignite Realtime Open Source community, composed of end-users and developers around the world who are interested in applying innovative, open-standards-based real time collaboration solutions.
- The foundation is a selfless body; it does not have a profit motive. The foundation may be bestowed with funds or assets in order to pursue its objectives. These are destined exclusively to the pursuit of the foundation’s objectives. Any proceeds are to be used exclusively for the pursuit of the foundation’s objectives.
Article 3. Board of directors
- The board of directors governs the foundation and oversees the business affairs of the foundation.
- The board of directors shall consist of at least one persons and no more than five persons, to be determined by the board. An incomplete board shall retain its authorities.
- Board members are to be appointed by the board of directors. Vacancies that may arise shall be filled at the earliest opportunity.
- The board shall elect a chairperson from among its midst.
- The board membership of a board member ends:
- through his/her voluntary resignation by virtue of a written notice to that effect to the board;
- through his/her death;
- upon the appointment of a custodian to administer his or her affairs or upon a court decision pursuant to which one or more of his or her assets are placed under tutelage;
- on dismissal by the court in accordance with the rules of the Dutch Civil Code (Burgerlijk Wetboek);
- upon his or her removal from office by the board for “important reasons”;
- Members of the board shall not (directly or indirectly) receive any salary. A reasonable compensation for costs made on behalf of the foundation or for activities performed for the foundation are not considered salary. These compensations shall be included and explained in the annual accounts.
Article 4. Representation
- The foundation shall be represented by the board of directors.
- The board may resolve to grant a power of attorney to one or more members of the board and/or to one or more third parties to represent the foundation within the limits of that power of attorney.
- In all cases where the foundation has a conflict of interest with one or more members of the board, the foundation shall be represented by a person appointed by the board.
- In case of a conflict of interest in respect of a member of the board of directors, the member must report such conflict to the board.
Article 5. Decision making
- Board meetings are to be held at least twice a year.
- Board meetings will be held if the chairperson or two other members of the board so desire.
- Meetings are to be convened by the chairperson or by the two board members who wish to hold the meeting.
- Meetings shall be convened by written notice, with a convocation period of at least seven days, not counting the day of the notice and that of the meeting.
- Board meetings are to be held at the location determined by the party that convenes the meeting
- Board members must be able to join a meeting through digital means (such a teleconferencing) if a member desires to.
- The chairperson will preside over the board meetings.
- In the absence of the chairperson, the meeting will charge one of the other board members present with his/her task.
- A report will be made of the proceedings.
- If the meeting is not convened in writing, or if matters are dealt with which were not referred to when the meeting was convened, or if the meeting is convened with less than seven day’s notice, valid resolutions of the board may only be adopted in a meeting, if in such meeting all board members then in office are present or represented and none of the board members then opposes to adopting resolutions.
- If all Board members consent to this, valid resolutions may also be passed without the meeting having been convened in accordance with the above-mentioned provisions of this article.
- Valid resolutions may also be passed without holding a meeting, provided a majority of the board members have expressed themselves in writing in favour of the motion.
- Each Board member has one vote.
- A board member may be represented by another board member by written proxy. In these articles of association, in writing means by letter, by telecopier, by e-mail or by message which is transmitted via any other current means of communication and which can be received in the written form provided that the identity of the sender can be sufficiently established. A Board member can represent no more than one other Board member at a meeting.
- Resolutions can only be adopted in a meeting where at least half of the members of the Board are present.
- Resolutions are to be passed by an absolute majority of votes, unless determined otherwise in these articles of association.
- Blank and invalid votes shall be regarded as having not been cast.
- In the event of a tie in voting when electing persons, it shall be decided by lot who is elected; in the event of a tie in other voting, the proposal is thus rejected.
Article 6. Working groups
- A Working Group (or informally, ‘team’) is appointed to fullfill a specific technical or organisational need.
- Working Groups are defined and dissolved by the Board.
- A Working Group shall consist of at least one person.
- A Working Grouo shall consist of at least one Board member.
- Working Group members are appointed by the Board.
- The membership of a Working Group member ends:
- through his/her voluntary resignation by virtue of a written notice to that effect to the Board;
- through his/her death;
- upon his or her removal from the working group by the Board.
- Working Groups can act with a degree of autonomy, but ultimate responsibility lie with the Board of Directors.
Article 7. Annual report and financial statements
- The financial year of the foundation shall coincide with the calendar year.
- The board of directors shall be required to keep records of the foundation’s financial position and of everything relating to the activities of the foundation and to keep corresponding books, records and other data carriers. This is done in a manner appropriate to those activities and in such a manner as to ensure that the foundation’s right and obligations can be ascertained at any time, with the proviso that the source of receipts and he destination of payments must be readily traceable.
- Annually, within three months from the end of the financial year, the board will prepare a balance sheet and statement of income and expenditure.
- The balance sheet and statement of income and expenditure with supporting notes shall be signed by all members of the board of directors as evidence of their adoption. If the signature of one or more board members is missing, this shall be noted along with the reason.
- The board shall keep the books, recorsd an other data carriers as referenced to in this article for a period as long as required by local law and regulations, but in any case no shorter than for a period of seven years.
Article 8. Amendment of the articles of association
- The board of directors is authorised to amend the articles of association.
- A resolution by the board of directors to amend the articles of association shall require a two thirds majority of the votes cast in a meeting in which all board members are present or represented. If, at a meeting in which a resolution to amend the articles of association is to be discussed, not all board members are present or represented, a second meeting shall be called to be held no earlier than two weeks and no later than four weeks after the first meeting. At such second meeting, irrespective of the number of board members present or represented, a valid resolution with respect to the proposal presented for discussion at the first meeting may be adopted, provided that the board does so with a two thirds majority of the votes cast.
- A copy of the proposal, containing the verbatim text of the proposed amendment, shall be attached to the notice of the meeting in which an amendment of the articles of association is to be discussed.
- An amendment to the articles of association can only be made by notarial deed. Each member of the board of directors is individually authorised to have the aforementioned notarial deed executed.
Article 9. Dissolution of the foundation
- The board of directors is authorised to dissolve the foundation.
- The articles of association will remain applicable as far as possible during the dissolution.
- A resolution by the board of directors to dissolve the foundation shall require a two thirds majority of the votes cast in a meeting in which all board members are present or represented. If, at a meeting in which a resolution to dissolve the foundation is to be discussed, not all board members are present or represented, a second meeting shall be called to be held no earlier than two weeks and no later than four weeks after the first meeting. At such second meeting, irrespective of the number of board members present or represented, a valid resolution with respect to the proposal presented for discussion at the first meeting may be adopted, provided that the board does so with a two thirds majority of the votes cast.
- After its dissolution the foundation shall continue to exist in so far as this is necessary for the liquidation of its assets. The words ‘in liquidatie’ (in liquidation) shall be added to the foundation’s name in documents and notices issued by the foundation.
- After dissolution, the liquidation shall be effected by the board of directors. The board can decide to appoint other persons as liquidator.
- The liquidation balance will be used for a purpose to be determined by the board of directors, which is in accordance as far as possible with the objects of the foundation.
- After the end of the dissolution, the books and records of the foundation will remain for the term as legally required in the custody of the person appointed by the board of directors for this purpose.