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Prochaine révision 		Révision précédente
pgeu:statutes [2008/02/18 00:29]
daamien 		pgeu:statutes [2009/03/04 08:12] (Version actuelle)
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 +<note>
 //**This a draft of the future statutes of the PostgreSQL Europe Association. //**This a draft of the future statutes of the PostgreSQL Europe Association.
-They are based on the [[:statutes|pgfr association statutes]]. +They are based on the [[asso:statutes|pgfr association statutes]]. 
-You can discuss the documentation on the [[statutes_discuss|discuss page]]**// +You can discuss the documentation on the [[statutes_discuss|discuss page]].**// 
- +</note> 
- +<note important> 
 +Only the [[statuts|french version]] is legally binding. 
 +</note>
  
 ====== Statutes ====== ====== Statutes ======
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 Undersigned: Undersigned:
  
-  * Damien Clochard, born February 8, 1979 in Cholet (France), of French nationality, Engineer    +  * Jean-Paul ARGUDO, born January 08th, 1974 in Avignon (France), of French nationality, DBA  
-  * <NAME> , born <BIRTHDAY> in <CITY> (<COUNTRY>), of <NATIONALITY> nationality, <JOB> +  * Gabriele BARTOLINI, born April 27th, 1975 in Prato (Italy), of Italian nationality, employee 
-  * ...+  * Magnus HAGANDER, born February 19th, 1976 in Sollentuna (Sweden), of Swedish nationality, employee 
 +  * Andrea SCHERBAUM, born April 6th, 1976  in Schönebeck (Germany), of German nationality, independant worker
  
 Founding members assembled today to constitute an association governed by the French law of July 1, 1901. Founding members assembled today to constitute an association governed by the French law of July 1, 1901.
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 deployment and the development of the open-source software PostgreSQL and deployment and the development of the open-source software PostgreSQL and
 its derivatives (and related projects) in Europe. its derivatives (and related projects) in Europe.
 +
 +
  
  
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 ===== Article 3 - Registered Office ===== ===== Article 3 - Registered Office =====
  
-The registered office of the association is in Carpeaux Diem, 13 rue du square carpeaux, Paris, France.+The registered office of the association is at Carpeaux Diem, 13 rue du square carpeaux, 75018 Paris, France.
  
 This registered office can be transferred by simple decision of the This registered office can be transferred by simple decision of the
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 Benefactor members are individuals or legal entities who pay an annual Benefactor members are individuals or legal entities who pay an annual
 contribution determined by the General Assembly. contribution determined by the General Assembly.
 +
  
  
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     * sending a letter of resignation to the President;     * sending a letter of resignation to the President;
-    * dying;+    * death;
     * being excluded by decision of the Board of Directors for some serious reason, after having been given an opportunity to offer explanations to the Board.     * being excluded by decision of the Board of Directors for some serious reason, after having been given an opportunity to offer explanations to the Board.
 +
 +
  
  
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 The supreme body of the association is the General Assembly of the The supreme body of the association is the General Assembly of the
 active members, which meets in ordinary session once a year. active members, which meets in ordinary session once a year.
-Furthermore the General Assembly meets as often as necessary in extraordinary session on the call of the President of the association, at the request the majority of the Board of Directors, or at the request of at least 25% of active members.+Furthermore the General Assembly meets as often as necessary in extraordinary session when convened by the President of the association, at the request of the majority of the Board of Directors, or at the request of at least 25% of active members.
  
 The General Assembly can be arranged, as chosen by the Board of The General Assembly can be arranged, as chosen by the Board of
 Directors, either in the form of a gathering of people or in the form Directors, either in the form of a gathering of people or in the form
-of remote meeting. Meetings by teleconference or Internet Relay Chat+of a remote meeting. Meetings by teleconference or Internet Relay Chat
 (IRC) are valid. (IRC) are valid.
  
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 Any member of the association may place an item on the agenda; any item for the agenda must be received by the Secretary no later than 8 days before the meeting. The General Assembly deliberates on all the items on the agenda as amended. Any member of the association may place an item on the agenda; any item for the agenda must be received by the Secretary no later than 8 days before the meeting. The General Assembly deliberates on all the items on the agenda as amended.
  
-The decisions of the General Assembly shall be taken by a majority of full members participating, represented, or voting by mail. In the event of a tie, the voice of the President is dominating. Any active member may be represented by another active member and provided he has a power. Secrecy of the vote is a right if a member asks for it.+The decisions of the General Assembly shall be taken by a majority of full members participating, represented, or voting by mail. In the event of a tie, the President shall have 
 +a casting vote. Any active member may be represented by another active member provided he is granted his authority to act. A secret ballot is required if any member asks for it.
  
  
-For the General Assembly to be validly constituted a quorum of 25% of the total number of members must be present or represented. If the General Assembly is expected to deliberate on the sustainability of the association, the quorum must be 50%. In the absence of a quorum, a new General Assembly will be held after at least 7 days and within 30 days, and it will then deliberate without quorum.+For the General Assembly to be validly constituted a quorum of 30% of the total number of members must be present or represented. If the General Assembly is expected to deliberate on the continued existence of the association, the quorum must be 50%. In the absence of a quorum, a new General Assembly will be held after at least 7 days and within 30 days, and it will then deliberate without quorum. 
 + 
 +The General Assembly will receive the activities report and the financial report for the past year and decide on their approval. It elects the Board of Directors. It approves the budget estimation presented by the Treasurer. 
  
-The General Assembly will receive the moral report and the financial report for the past year and decide on their approval. It proceed to the election of the Board of Directors. It approves the budget estimation presented by the Treasurer. 
  
  
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 The association is managed by its Board of Directors, composed of a The association is managed by its Board of Directors, composed of a
 least 3 members and at most 16 members, elected by the General least 3 members and at most 16 members, elected by the General
-Assembly and taken among the active members.+Assembly from among the active members.
  
 Members of the Board of Directors are elected for 2 years. Retiring directors are eligible for re-election. Members of the Board of Directors are elected for 2 years. Retiring directors are eligible for re-election.
  
 In the event of a vacancy, the Board of Directors provides for In the event of a vacancy, the Board of Directors provides for
-temporary replacement of its members by cooption. The cooptions+temporary replacement of its members by cooption. Cooptions
 have to be ratified by the next General Assembly to become have to be ratified by the next General Assembly to become
-permanent. Replacement come to an end at the end of the mandate of the +permanent. A coopted member's mandate comes to an end at the end of the mandate of the 
-member replaced.+member he replaces.
  
  
-The decisions of the Board of Directors shall be taken by a simple majority of present or represented members. In the event of a tie for any action, the President voice is dominating.+The decisions of the Board of Directors shall be taken by a simple majority of present or represented members. In the event of a tie for any action, the President shall have 
 +a casting vote.
  
-It allows all acquisitions, disposals rental and contracts of all kinds to intervene between the association and individuals or legal entities, of public or private right. +The Board of Directors must approve any contract signed between the association and individuals or legal entities.
- +
-Any member of the Board of Directors can be revoked at any time by the General Assembly, meeting in ordinary or extraordinary session. +
-Any member of the Board of Directors shall be revoked by right after three unexplained absences from meetings of the Board of Directors.+
  
 +Any member of the Board of Directors can be removed at any time by the General Assembly, meeting in ordinary or extraordinary session.
 +A member of the Board of Directors shall be automatically removed after three unexplained absences from meetings of the Board of Directors.
  
 Any members of the association, or any outsiders, may attend meetings of the Board of Directors at their request, if the Board of  Directors considers their presence is required. These persons have only an advisory capacity, and therefore do not participate in the voting. Any members of the association, or any outsiders, may attend meetings of the Board of Directors at their request, if the Board of  Directors considers their presence is required. These persons have only an advisory capacity, and therefore do not participate in the voting.
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 The first Board of Directors is composed of : The first Board of Directors is composed of :
  
-  * <NAME> , born <BIRTHDAY> in <CITY> (<COUNTRY>), of <NATIONALITY> nationality, <JOB> +  * Jean-Paul ARGUDO, born January 08th, 1974 in Avignon (France), of French nationality, DBA  
-  * <NAME> , born <BIRTHDAY> in <CITY> (<COUNTRY>), of <NATIONALITY> nationality, <JOB> +  * Gabriele BARTOLINI, born April 27th, 1975 in Prato (Italy), of Italian nationality, employee 
-  * <NAME> , born <BIRTHDAY> in <CITY> (<COUNTRY>), of <NATIONALITY> nationality, <JOB>+  * Magnus Hagander, born February 19th, 1976 in Sollentuna (Sweden), of Swedish nationality, employee 
 +  * Andrea Scherbaum, born April 6th, 1976  in Schönebeck (Germany), of German nationality, independant worker 
  
  
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 At any time the Board of Directors can be called by any of its members At any time the Board of Directors can be called by any of its members
-to proceed to the election of a new Executive Committee.+to hold an election of a new Executive Committee.
  
 The decisions of the Executive Committee are made by a simple majority. In the event of a tie for any action, the President shall have a casting vote. The decisions of the Executive Committee are made by a simple majority. In the event of a tie for any action, the President shall have a casting vote.
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 In the event of a vacancy on the Executive Committee, for whatever reason, the outgoing member shall be replaced at the next meeting of the Board of Directors. The end of the replacement's mandate shall be the same as that of the outgoing member. In the event of a vacancy on the Executive Committee, for whatever reason, the outgoing member shall be replaced at the next meeting of the Board of Directors. The end of the replacement's mandate shall be the same as that of the outgoing member.
  
-The President shall manage the association, call and preside over the General Assemblies.+The President shall manage the association, and call and preside over the General Assemblies.
 The President directs and also calls meetings of the Board of Directors and Executive Committee. The President directs and also calls meetings of the Board of Directors and Executive Committee.
  
-Only the President has the power to sign any document committing the association. He may grant partial delegations of authority and empower any member of the Executive Committee or any other person, to sign documents and accounts of the association.+Only the President has the power to sign any document committing the association. He may grant partial delegations of authority to any member of the Executive Committee or any other person, to empower them to sign documents and manage the accounts of the association.
  
-The president represents the association in all acts of civil life, and is vested with powers to that effect. He concludes any agreement with individuals or legal persons, provided that he has the authorization of the Board of Directors. In this capacity, he signs contracts on behalf +The president represents the association in all acts of civil life, and is vested with the necessary powers. He concludes any agreement with individuals or legal persons, provided that he has the authorization of the Board of Directors. In this capacity, he signs contracts on behalf 
-of the association. The president is entitled to conduct any dealings with any public body in tax matters, and to open any bank or post office account. He acts in legal matters on behalf of the +of the association. The president is entitled to conduct any dealings with any public body, particularly in tax matters, and to open any bank or post office account. He acts in legal matters on behalf of the 
-association, with the permission of the Executive Committee, either to make claims on behalf of the association or to defend it. +association, with the permission of the Executive Committee, whether to make claims on behalf of the association or to defend it. 
  
 In case of absence or illness, he is replaced by the Treasurer, or failing him, one of the other members of the Executive Committee. In case of absence or illness, he is replaced by the Treasurer, or failing him, one of the other members of the Executive Committee.
  
-The Treasurer is responsible for keeping  the association's accounts under his own control. He collects revenues and it makes any payment, subject to authorization by the President. He presents an annual statement of accounts to the General Assembly. In his absence, the treasurer is replaced by another member of the Board of Directors appointed by the President.+The Treasurer is responsible for keeping  the association's accounts under his own control. He collects revenues and makes payments, subject to authorization by the President. He presents an annual statement of accounts to the General Assembly. In his absence, the treasurer is replaced by another member of the Board of Directors appointed by the President.
  
-The Secretary is responsible in particular to keep the minutes of the Board of Directors meetings and to keep the register provided by law. In his absence, he is replaced by a member of the Board of Directors  appointed by the President.+The Secretary is responsible in particular for keeping the minutes of the Board of Directors meetings and to keep the register required by law. In his absence, he is replaced by a member of the Board of Directors appointed by the President.
  
 The first Executive Committee is composed of: The first Executive Committee is composed of:
  
-  * <NAME>, President; +  * Magnus HAGANDER, President; 
-  * <NAME>, Treasurer; +  * Jean-Paul ARGUDO, Treasurer; 
-  * <NAME>, Secretary+  * Andrea SCHERBAUM, Secretary
      
 +
  
  
 ===== Article 10-Free mandate ===== ===== Article 10-Free mandate =====
  
-Members of the association, shall not receive any compensation for performing their duties. However they can obtain the payment of expenses incurred for the purposes of the association, provided theses expenses are justified and approved by the Executive Committee.+Members of the association shall not receive any compensation for performing their duties. However they can obtain the payment of expenses incurred on behalf of the association, provided these expenses are justified and approved by the Executive Committee. 
  
  
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 The resources of the association come from membership contributions, donations, grants, participation of associate members, as well as potential products of its activity. The resources of the association come from membership contributions, donations, grants, participation of associate members, as well as potential products of its activity.
- 
-Every year the Board of Directors sets the amount of the membership fee, which has to be approved by the General Assembly. 
- 
  
  
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-===== Article 16 - Dissolution =====+ 
 +===== Article 15 - Dissolution =====
  
 The dissolution of the association may be pronounced only by an extraordinary General Assembly, called specifically for this purpose. The dissolution of the association may be pronounced only by an extraordinary General Assembly, called specifically for this purpose.
pgeu/statutes.1203290999.txt.gz · Dernière modification: 2008/02/18 00:29 de daamien

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