Statutes / Bylaws

Article 1 - Title of the association

An association, governed by the French law of July 1, 1901 and the French decree of August 16, 1901, is instituted between the undersigned and any individuals or legal entities adhering to the present statutes. The association takes the following denomination: “Association des Utilisateurs Francophones de PostgreSQL.” ( TN : “Association of the French Speaking PostgreSQL Users” ). It can also be named “PostgreSQLFr”.

Article 2 - Goals and Objectives of the association

Article 2.a. - Objectives

The association's objective is to promote, directly or indirectly, the database management system ( later named as “DBMS” ) PostgreSQL. The association wants to become the main interlocutor for private or professional users by offering a French speaking representation of PostgreSQL.

This action will be lead by encouraging and promoting :

the use of PostgreSQL DBMS, its derivatives and its related projects;

the development of plug-ins, products and services, commercial or free (TN : as in free speech) working with PostgreSQL;

the establishment of this free DBMS and other free sowftware as a learning tools and the creation of training courses;

the evaluation and the labelisation of hardware, software plug'ins, applications and versions of the system;

The localisation ( french translation ) of the software and documentation;

The use of open standards, i.e. public and stable, which specifications are freely available.

“Free Software” are considered as software whose source code is available, that can be freely distributed and modified, under the terms of a license close to “GPL”, “Berkeley” or “Artistique” and their derivatives.

Proprietary software (even including open specifications) and free software including restrictions for commercial purpose, are also part of the scope of the association, as long as they work with PostgreSQL and their specifications are public and don't create conflicts with the existing standards.

The association is also concerned about other free resources, such as free documents. These resources are in particular, but not exclusively, the specifications of the softwares, the implementation documents, the user manuals and the training resources. A text document, artitic or not, is considered as “free” if anyone is free to use , distribute it in a format defined by a publically documented and free standard.

Generally, the association promotes and diffuse a “software culture” based on fondamental concepts such as accessibility of the specifications and source codes, standardization of interfaces and data representations, quality of implementation ( portability, compatibility, stability, openness, … ), cooperative development and mutual help.

The association tries to realize these objectives in the French speaking community.

The official language of the association is French.

The association works with others organizations, French speaking or not, having similar or complementary goals.

Members of the association must accept these objectives.

Article 2.b. - Achieving Goals

To realize its objectives the association is able to :

Produce, regroup and organize information on PostgreSQL and related subjects ;

Translate software, documentations, technical articles, testimony and any official information coming from the PostgreSQL community.

Analyze the technical, economical, legal, and social implications of the developpement and deployment of PostgreSQL;

Study the technical, economical, legal, and social mechanisms that might foster and counter the development and deployment of PostgreSQL;

Disseminate to the greatest extent possible this information especially with the public outside the association, other organizations and associations, the media, businesses and public authorities;

Establish links between the different volunteers or commercial groups, concerned by PostgreSQL: creators, developers, maintainers, distributors, users, associations, SSII, SSLL, etc..

Hosting a reticular site, lists, a network of mutual help;

Organize or participate to conferences, seminars and other events , whether occasional or regular;

Organize and coordinate working groups on subjects of interest to the association, called Particular Interest Groups.

Promote, organize or participate in any partnership that could benefit the development of PostgreSQL and related projects;

Generally help promote or ensure the study, development, advertising, promotion, protection and promotion of PostgreSQL and related projects;

Make actions of various kinds (consulting, service, training, …), some actions may be subject to billing;

Engage all actions it deems appropriate to achieve its objectives.

As a general rule, the association will promote and help the work of other associations, businesses, government and individuals working in the field of PostgreSQL and related projects or activities that it considers to be useful for their development.

Article 3 - Headquarter of the association

The address of the association is : 31 bis rue du taillis, 27590 Pîtres. This address can be changed by a simple decision of the Board. The decision must be ratified by the General Assembly.

Article 4 - Duration

The duration of the association is unlimited. The General Assembly may discuss its durability.

Article 5 - Members of the association

The association is composed of:

Active members or members;

Honorary members;

Benefactor members;

Associate members.

5.a Active Members

Any individual or corporation can be an active member of the association, provided they adhere to these statutes and rules of procedure.

The application for membership must written and signed by the applicant, and accepted by the Board of Directors, which in case of refusal doesn't have to give any reason . However in order to simplify the processing of applications, they may be made electronically as specified by the rules of procedure. In this case, the application must be attached to the settlement of contribution.

Upon accepting his application, the applicant shall pay the amount of the contribution in effect during the year of enrollment. This amount is specified in the rules of procedure.

The applicant will be an active member in its own right for the current year as set forth in the Rules of Procedure.

A corporation that is active member of the association may be represented by any person of its choice for the General Assembly.

Only active members of the association can be elected to the Board of Directors, subject to fulfilling the conditions of eligibility set by the Rules of Procedure.

5.b Honorary members

Honorary members are those who have rendered services to the association. They are appointed by decision of the Board of Directors, to be validated by the following General Assembly. They are exempt from contributions.

5.c Benefactor members

Patrons are individuals who pay an annual contribution equal to at least the contribution of active members multiplied by a factor determined by the General Assembly, and specified in the Rules of Procedure

5.d Associate Members

The association may also join with other associations.

Every individual or corporation can be an associate member of then association provided it respects the spirit and letter of these statutes, and pays the contribution, as defined in the Rules of Procedures.

It will be an associate member for the year of admission as defined in the rules of procedure, or for any specific operation.In this case, a particular convention will be established, providing the conditions for such collaboration.

An associate member participate by their knowledge, relationships and other capabilities, expansion of the activities of the association. It may also participate in the General Assembly where it does not, however, take part in the voting.

5.e Contribution

The amount of the annual contribution is stated in the Rules of Procedure.

Article 6 - Eligibility of the members

The conditions for membership are determined by the rules of procedure.

Article 7 - Loss of membership

The membership is lost by:

The resignation in writing or by electronic mail, authenticated in accordance with the rules of procedure, the president of the association;

The death;

Non-payment of contribution, as provided for in Article 5-a, in a manner specified by the Rules of Procedure;

The radiation made by the Board of Directors, for violation of the present statutes, for breach of the rules or to cause serious moral or material detrimental to the association. The person concerned is invited to provide written explanations to the Board of Directors before any decision is taken. In case of emergency, the Executive Committee will proceed with the suspension of the member until his written explanation.

Individuals or companies losing the membership of the association will not act within the association or its name from the date of the decision of the Executive Committee.

Article 8 - General Assembly

The greatest entity of the association is the General Assembly of the active members, which meets in ordinary session once a year, and 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 of the association, or at the request of at least 25% of active members.

The General Assembly can be arranged, as chosen by the Board of Directors or in the form of a gathering of people on the French metropolitan territory, either in the form of remote meetings allowing the same opportunities for notification, representation, discussion and vote, in accordance with conditions specified by the Rules of Procedure.

The convocations are made at least fifteen days in advance by individual notification indicating the date and venue of the meeting and the agenda prepared by the Board of Directors. This notification may be made electronically in a manner prescribed by the Rules of Procedure. It will also be made clear whether it is a meeting or a meeting at a distance.

The moral report, the financial report and budget, as well as any information relating to the agenda will be sent to members prior to the members before the General Assembly in accordance with procedures prescribed by the Rules of Procedure.

Any member of the association may submit to the Board of Directors, up to seven days before the date of the meeting, a proposal for the inclusion of a subject on the agenda. Any proposal subject to a positive vote of at least one quarter of the association's members participating represented, or voting by correspondence to the General Assembly will be added to the agenda.

The General Assembly then deliberates on all the items on the agenda as amended.

The decisions of the General Assembly (ordinary or extraordinary) shall be taken by a majority of full members participating, represented, or voting by mail. The Rules of Procedure specify the requirements for the right to vote, and the mecanism of distant vote.

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 as specified in the Rules of Procedure. An active member may hold more than 3 powers.

For the General Assembly to be validly constituted a quorum, taking into account the active members present or represented, is set at 30% of the total number of members. If the General Assembly is expected to deliberate on the sustainability of the association, the quorum shall be 50%.

In the absence of a quorum, a new General Assembly will be held within 30 days, and it will then deliberate without quorum.

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, as required by the Rules of Procedure. It approves the budget estimation presented by the Treasurer.

It sets the annual amount of contributions and participations, on the proposal of the Board of Directors. If necessary it may delegate to the Board of Directors the authority to set the amount later.

Article 9 - Board of Directors

The association is governed by its Board of Directors.

The Board of Directors is composed of a minimum of 11 elected members, or all members of the association if they are less than 11. The maximum number of members of the Board shall be determined annually by the General Assembly.

If two or more candidates have equal votes for a lower number of seats on the Board of Directors, will be given priority to candidates alternately younger and older beginning with the eldest.

Any director can put any subject he wants on the agenda of the Board of Directors.

Article 9.a. - Election to the Board of Directors

Directors are elected for a term of two years, extendable by the General Assembly. The Board of Directors is renewed every year by half. The first year, or within one year after an increase in the number of directors, the outgoing members are appointed by lot, so that the number of remaining directors must be less than half plus one of the size of the Board of Directors for the 'past year.

The eligibility conditions are defined by the Rules of Procedure.

In the event of a vacancy, the Board of Diectors provides for temporary replacement of its members. The next General Assembly proceeds to their permanent replacement. The credentials of the members thus elected end at the time would normally end the mandate of the members replaced.

Article 9.b. Election of the Executive Committee

The Board of Directors elected annually from among its members an Executive Committee composed of :

A President;

At least one Vice President;

A Treasurer;

A Secretary.

The members of the Executive Committee are elected for a term of one year, renewable.

The outgoing Executive Committee ensures his duties until the election of new officers.

In case of conflict between the President and the Board of Directors, a meeting of the Board of Directors can be called by any of the members of the Board of Directors and the election of a new president put on the agenda .

The President is the president of the association.

Article 9.c. Responsibilities of the Board of Directors

The Board of Directors ensures that the decisions taken by the General Assembly are executed.

It prepares the budget, prepares a moral report to be read in the General Assembly, sends convocations to the General Assemblies (ordinary and extraordinary), and writes the General Assembly agenda.

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, in accordance with the Rules of Procedure. In particular, any act in excess of an amount determined by the rules of procedure will be subject to a vote by the Board of Directors by a simple majority.

The Board will discuss requests of services and vote their execution. The modalities for discussion and vote are given to the Rules of Procedure.

The Board of Directors also decides the conditions of implementation and names the persons who will intervene.

It directs, coordinates and monitors the work of the working groups and regional offices.

It ensures compliance with the statutes and Rules of Procedure, and in general, the proper functioning of the association.

It accepts or refuses the applications for membership and on any exclusions.

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.

Any member of the Board of Directors 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 to the Board of Directors meetings.

Similarly, any member of the Board of Directors absent physically and electronically (e-mail, phone, etc.) to half of the Board of Directors meetings of the year will be revoked as of right.

In addition to members elected by the General Assembly, members of the association, or any outsiders, may attend meetings of the Board of Directors at the latter's request, if the Board of Directors considers their presence are required . These persons have only an advisory capacity, and therefore does not participate in the voting.

Nobody can be part of the Board if he is not major.

The other method of election to the Board and the functioning of the latter are shown in the Rules of Procedure.

Article 9.d. Responsibilities of the Executive Committee

The Executive Committee is responsible for the management and administration of the association.

It also prepares the minutes of the Board of Directors meetings, as well as the agenda of forthcoming meetings.

It presents at least once per calendar year a list of all actions taken or authorized by the Board of Directors to the General Assembly.

The decisions of the Executive Committee are made by a simple majority. In the event of a tie for any action, the voice of the President is dominating.

In the event of someone leaving the Executive Committee for whatever reason, the replacement of outgoing member will be made during the next Board of Directors. The end of the mandate of replacing member is the same as that of the member replaced.

Article 9.e Powers of the Executive Committee

The President shall manage the association, and call and presides over the General Assemblies.

The President has the ability to sign on any document committing the association. It may grant partial delegations of authority and empower,as defined in the rules of procedure, any member of the Executive Committee or any other person, to sign documents and financial accounting of the association. The Rules of Procedure specify the terms of these delegations.

The President directs and also calls meetings of the Board of Directors and Executive Committee.

He 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 he has the authorization of the Board of Directors. In this capacity, he sign the contracts on behalf of the association. The president is entitled to any claim from any administration, especially in tax matters, and to open any bank account or post office. He acts to justice on behalf of the association, with the permission of the Executive Committee, either to claim or to defend the association.

In case of absence or illness, he is replaced by one of the Vice Presidents who then the same powers.

The Vice Presidents assist the President in the coordination and monitoring the activities of the association.

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 treasurer is responsible for keeping under his control the accounts of the association. He collects revenues and it performs any payment, subject to authorization by the President as possibly provided by the Rules of Procedures. 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.

Article 10-Free mandate

Members of the Board of Directors, as well as other members of the association, may not receive any compensation for performing their duties. Members of the Board of Directors may, however, obtain the payment of expenses incurred for the purposes of the association, provided theses expenses are justified and approved by the Executive Committee. Regarding the other members, their expenses incurred will not be considered unless the Board of Directors has approved their expenses prior to the commitment.

If necessary, the Rules of Procedure may specify the rates and maximum reimbursements.

Article 11 - Resources and subscriptions

The resources of the association are made from membership contributions, donations, grants, participation of associate members, as well as potential products of its activity.

The is the Board of Directors manages the finances of the association in the best interests of the latter.

Every year the Board of Directors sets the amount of the membership contributions, which has to be approved by the General Assembly.

Article 12 - Participation of associate members

Every year the Board of Directors proposes the conditions for the participation of the associate members, and which have to be approved by the General Assembly.

Article 13 - Use of the logo of the Association

Active members or associates may refer to their membership in the association, provided that it respect the aims and ethics.

On a hypermedia document that respects the spirit and letter of the statutes of the association, it is conditional on the existence of a hyperlink to the official website of the association, or a mirror of this site approved by the association.

Article 14 - representation and benefits

Any act or service performed for the benefit of third parties on behalf of the association by one of its members must be authorized by the President. If the act or service on behalf of the association is paid, it can lead to retribution, the association in this case being the sole beneficiary authorized, in the person of its treasurer.

The remuneration of services performed on behalf of the association must be authorized by the president, or any person authorized by him.

Article 15 - Statutes

Only the General Assembly has the power add articles, amend or modify these statutes, and then adopt them.

The modification of the statutes can only be made with a majority of a least 2/3 of the voting members.

Article 16 - Rules of Procedure

The Rules of Procedure are intended to regulate various elements not covered by the statutes and necessary to achieve the objectives of the association.

The modification, proposed by the Board of Directors, is subject to a vote by the General Assembly. However, in case of emergency, they can be adopted provisionally by a positive vote of the Board of Directors for a two-thirds majority, until they are ratified by the next General Assembly.

If the General Assembly disapproves a change in the Rules of Procedure, it is set aside and can not be restored during the year of operation under way.

The Rules of Procedure are permanently held at the disposal of members of the association.

The Rules of Procedure are prepared in compliance with these statutes and they are binding all members of the association.

Article 17 - Dissolution

The dissolution of the association may be pronounced only by an extraordinary General Assembly, called specifically for this purpose.

To do this, a majority of 2/3 of the voters must be obtained. One or more liquidators will be appointed by the General Assembly, who will give the assets of the Association to one or more non-profit organizations pursuing similar goals. In the absence of such an association the General Assembly shall appoint an association of social character.

Done at Pîtres January 14, 2004