This a draft of the future statutes of the PostgreSQL Europe Association. They are based on the pgfr association statutes. You can discuss the documentation on the discuss page

Statutes

Article 1 - Constitution

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: “PostgreSQL Europe”.

Article 2 - Objectives

The association has as its objectives the promotion, the deployment and the development of the open-source software PostgreSQL and its derivatives in Europe.

Article 3 - Registered Office

The registred office of the association is in Paris, France.

This registred office can be transferred by simple decision of the Board of Directors. The decision must be ratified by the General Assembly.

Article 4 - Duration

The duration of the association is unlimited.

Article 5 - Members of the association

The association is composed of:

Active members;

Honorary members;

Benefactor members;

Any individual or legal entity can be an active member of the association, provided they pay an annual membership fee. The amount of the annual membership fee will be fixed by the Board of Directors.

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 don't need to pay membership fee and contribution.

Benefactor members are individuals or legal entities who pay an annual contribution determined by the General Assembly.

Article 6 - Loss of membership

Membership is lost by

sending a letter of resignation to the President;

dying;

being excluded by decision of the Board of Directors for non-payment of the annual membership fee or for a serious reason, after being invited to explain oneself before the Board of Directors.

Article 7 - General Assembly

The greatest entity of the association is the General Assembly of the 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 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 Directors, either in the form of a gathering of people or in the form of remote meeting. Meetings by teleconference or Internet Relay Chat (IRC) are valid. Invitations to the General Assembly must be sent to every members by e-mail, at least 7 days before the General Assembly.

The moral report, the financial report and budget, as well as any information relating to the agenda will be sent to members before the General Assembly.

The Board of directors proposes the agenda of the meeting. Any active member may also propose a subject on the agenda. 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.

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 sustainability of the association, the quorum must be 50%. In the absence of a quorum, a new General Assembly will be held within 30 days. The invitations to this new General Assembly must be sent at least 7 days before the meeting. This new General Assembly 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. It approves the budget estimation presented by the Treasurer.

Article 8 - Board of Directors

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

The association is managed by its Board of Directors, composed of a least 3 members and at most 16 members, elected by the General Assembly and taken among the active members.

Members of the Board of Directors are elected for 2 years. They are reeligible.

In the event of a vacancy, the Board of Directors provides for temporary replacement of its members by cooptation. The cooptations 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 member replaced.

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.

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.

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 to the Board of Directors meetings.

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 does not participate in the voting.

Article 9 - Executive Comittee

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

The Board of Directors elects among its members an Executive Comittee composed of :

A President;

A Treasurer;

A Secretary.

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

The outgoing Executive Comittee ensures his duties until the election of a new Executive Comittee.

At any time the Board of Directors can be called by any of its members to proceed to the election of a new Executive Comitee.

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.

The President shall manage the association, and call and presides over the General Assemblies. The President directs and also calls meetings of the Board of Directors and Executive Committee.

The President has the ability to sign on any document committing the association. It may grant partial delegations of authority and empower any member of the Executive Committee or any other person, to sign documents and financial accounting of the association.

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 Treasurer who has then the same powers.

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. 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.

Article 10-Free mandate

Members of the association may 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.

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.

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

Article 12 - Use of the logo of the Association

Members of the association may refer to their membership in the association, provided that it respect the aims and ethics.

Article 13 - 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 14 - 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 15 - Governing Law

All legal actions regarding the association will be settled by the courts of the jurisdiction where the association has its registered office

Article 16 - 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.