Statutes of Drupal e.V.

Preamble

Drupal e. V. aims to promote public and professional education in the field of free software, which enables public access to information on the Internet and the distribution of information and knowledge via the Internet. In particular, it aims to promote the use and further development of the license-free open source software “Drupal” and to actively support the resulting networks of users and developers within which the software is further developed.
To this end, Drupal e. V. organizes events such as Drupal User Groups, DrupalCamp, and DrupalCon, and offers support in organizing them.
Furthermore, the Drupal initiative initiates and participates in national and international projects and provides information via an Internet portal.

§1 Name, Registered Office, Financial Year

  1. The association bears the name Drupal e.V.
  2. The association is based in Berlin.
  3. The fiscal year is the calendar year.

§2 Purpose and Tasks

  1. Drupal e. V. pursues exclusively and directly charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Tax Code. The purpose of the corporation is to promote public and vocational education through the use of free software that enables the dissemination of knowledge and public access to information on the Internet. In particular, the use and further development of the license-free open source software “Drupal” is to be supported. 
    The purpose of the statutes is realized in particular through:

    1. Promotion of education in the field of “free software,” in particular through seminars, training courses, and workshops.

    2. Introduction and further training of members and interested non-members, in particular on the diverse topics of IT, free software, and its use and applications.

    3. Providing information on events and on the topic of open source via an internet portal.

    4. Promoting national and international cooperation in the field of free software, in particular Drupal.

    5. Promoting and implementing research and development projects, in particular in the field of the open source software Drupal, which can be used by anyone free of license fees.

  2. The corporation acts altruistically; it does not primarily pursue its own economic interests.
  3. The corporation's funds may only be used for purposes specified in the articles of association. Members do not receive any payments from the corporation's funds.
  4. No person may benefit from expenses that are not related to the purpose of the corporation or from disproportionately high remuneration.

§3 Membership

  1. Natural persons, legal entities, public bodies, and public institutions may become regular members of the association.
    Membership must be applied for in writing to the executive committee. Upon admission to the association, members undertake to promote the association's objectives and to pay membership fees in accordance with the resolutions of the general meeting.
  2. The board may decide to expand the admission process, for example by introducing an online procedure. The recording of the application by the board shall be deemed a written application.
  3. The executive committee decides on the admission of members.
  4. In addition to regular members, supporting members and honorary members may be admitted. Honorary and supporting members have the right to participate in general meetings but do not have voting rights. Honorary members are also admitted by co-optation by the executive committee. Supporting members are all association members who are not regular members or honorary members. The executive committee decides on their admission on the basis of a written or e-mail application for admission.
  5. All members must declare that there are no technical or practical obstacles to their participation in electronic correspondence and online general meetings. At the same time, they must provide an email address. Each member is obliged to notify the association of any change of email address.

§ 4 Termination of Membership

  1. Upon termination of membership, all rights of the member arising from membership shall expire. In particular, the former member shall have no claim to the association's assets. Membership shall end upon death, dissolution or liquidation, resignation, or expulsion for good cause.
  2. Any member may resign by giving three months' written notice to the executive committee. Membership is extended for a period of 12 months upon payment of the annual fee. Details of the terms and amounts are set out in the membership fee regulations.
  3. The executive committee may expel members of the association for good cause if the member's conduct grossly violates the interests of the association or the statutes. Good cause shall also be deemed to exist if the member is more than six months in arrears with their annual membership fee despite two reminders. Before the executive committee pronounces expulsion, the member shall be given the opportunity to comment to the executive committee. The member may appeal against the decision of the executive committee to refuse admission or terminate membership to the next general meeting. This appeal must be lodged with the executive committee within a period of one month after receipt of the expulsion decision by the member. Within eight weeks of the appeal being lodged within the specified time limit, the Executive Board shall convene a General Meeting to make a final decision on the expulsion. If the member concerned allows the time limit for lodging an appeal to expire without taking action, their membership of the association shall end upon expiry of this time limit or upon confirmation by resolution of the General Meeting.

§ 5 Membership fees, charges, and donations

  1. The association's funds are raised primarily through membership fees, public subsidies, donations, and extraordinary contributions.
  2. The membership fees are determined by the general meeting in the membership fee regulations. Donations must be received before the end of the calendar year for which they are intended.
  3. Termination of membership does not release the former member from any payment obligations to the association that have arisen up to that point.

§ 6 Assets

  1. The association's budget is drawn up by the executive committee, taking into account the association's financial requirements for the following year. Unspent amounts are carried forward to the new account.
  2. The financial statements for the current fiscal year are determined by the executive committee and audited by two auditors appointed by the general meeting.

§ 7 Organs of the Association

The organs of the association are:

  1. General meeting
  2. Executive board
  3. Advisory board

§ 8 Executive Board

  1. The Executive Board within the meaning of § 26 BGB consists of the Chair and a Deputy Chair. If necessary, the Executive Board may be expanded to include a Treasurer, Secretary, Assessor, and an additional Deputy Chair. This shall be decided by the General Meeting.
  2. The association is represented in and out of court by a member of the Executive Board. Internally, and without this implying any restriction in external relations, the chairperson or their deputy shall only represent the other members of the Executive Board if they are instructed to do so by the chairperson or deputy chairperson.
  3. The Executive Board is elected by the general meeting for a term of two years, calculated from the date of the election. It remains in office until a new board is elected. Re-election is permitted. If a member of the board resigns, the board may elect a successor for the remainder of the term of office of the resigning member.
  4. The board is responsible for all matters of the association, unless they are expressly assigned to the general meeting by the statutes. All members of the board work on a voluntary basis.
  5. The board decides on financial regulations for the membership fee regulations.
  6. The term of office of a member of the Executive Board shall end upon expiry of the term of office, upon resignation from office, upon dismissal by the General Meeting, upon resignation of the member of the Executive Board from the Association, and upon death.
  7. Upon resolution of the Executive Board, an advisory board may be appointed and also dismissed to advise the Executive Board. Members of the advisory board may be granted powers of action with Executive Board rights (extended Executive Board). This must be decided unanimously by the Executive Board.

§ 9 General Meeting

  1. The general meeting has the following tasks:
    1. Election and dismissal of the executive committee
    2. Approval of the executive committee's annual report
    3. Resolution on the annual accounts and discharge of the executive committee
    4. Approval of the budget and setting of membership fees
    5. Amendments to the statutes and all other matters submitted to it by the executive committee, as well as the tasks assigned to it by the statutes.
    6. Deciding on the dissolution of the association
    7. Deciding on legal remedies in the event of rejection of an application for membership or expulsion of a member by the Executive Board
  2. An ordinary General Meeting must be held at least once a year. It shall be convened by the Chair of the Executive Board in writing, giving three weeks' notice and stating the agenda. The meeting shall decide on motions to supplement the agenda that are submitted before or during the general meeting.
  3. The general meeting shall be chaired by the chairperson or their deputy.
    The executive committee shall convene an extraordinary general meeting if one-fifth of all members submit a written request to the executive committee stating the reasons and the agenda.
  4. Member meetings may generally be held online and shall follow the principles of closed user groups (GBG) using appropriate software. Communication shall take place exclusively within the predefined group of participants, whereby the identification of participants must be beyond doubt. Technical developments that facilitate the holding of online general meetings shall be implemented immediately, provided that this can be done in a proportionate and appropriate manner. The general meeting may be convened by email. Members who are eligible to participate will receive one-time access data assigned for this purpose. Members are obliged not to disclose their login details and passwords to third parties and to keep them strictly confidential. Participation is exclusively under real names, and the list of participants must be kept accessible during the meeting. The online general meeting ensures voting. This is done via forms in the GBG area. At the beginning of each vote, attendance must be confirmed again. Votes cast are authenticated by the access authorization and the display of the IP addresses (Internet Protocol addresses) of the participants, as well as the technical restriction to one vote per vote. For this reason, voting rights cannot be transferred in the case of online participation. In the case of a secret ballot, the internet-based voting procedure must also be designed in such a way that it is no longer possible to personally identify the authenticated vote. Postal voting and adjournment are possible. The general meeting is chaired by the executive committee and generally decides by a simple majority of the participating members entitled to vote. Exceptions are regulated by the articles of association. Online meetings are chaired by moderators appointed by the GBG. Members must apply to participate in the online general meeting.

§ 10 Resolution passed at the general meeting

  1. Each full member has one vote, whereby legal entities and all other associations are represented by only one person and one vote.
  2. The general meeting has a quorum if it has been duly convened.
  3. Resolutions are passed by a simple majority of the valid votes cast, unless the Articles of Association stipulate otherwise. Representation when voting is permitted for those attending in person. When participating in general meetings online, votes are not transferable. Abstentions are not counted when calculating the majority; they are considered as votes not cast. In the event of a tie, a motion is rejected.
  4. Amendments to the Articles of Association require a majority of three quarters of the valid votes cast and must be announced in writing with the invitation to the General Meeting.
  5. Minutes shall be taken of the resolutions of the General Meeting and shall be signed by the secretary appointed by the chairperson at the beginning of the meeting and by the chairperson.

§ 11 Advisory Board

  1. The advisory board advises and supports the executive board in carrying out its tasks and in representing the association externally.
  2. The members of the advisory board are appointed by the executive board.
  3. The meetings of the advisory board are convened and chaired by the association's executive board.
  4. The members of the advisory board work on a voluntary basis.

§ 12 Dissolution of the association

  1. Motions to dissolve the association may only be submitted by the executive committee or by at least one quarter of the association's members.
  2. The dissolution of the association may only be decided upon at a general meeting convened for this purpose. This general meeting shall only be quorate if at least two thirds of the voting members are present. If the meeting does not have a quorum, a second general meeting convened for the same purpose shall have a quorum after two weeks, regardless of the number of members with voting rights present. This circumstance must be specifically noted in the invitation. The resolution to dissolve the association requires the majority specified in § 10 (4).
  3. In the event of dissolution or termination of the corporation or discontinuation of tax-privileged purposes, the assets of the corporation shall fall to a legal entity under public law or another tax-privileged corporation for the purpose of promoting public and vocational education.
  4. Liquidation shall be carried out by the Executive Board.

§ 13 Salvatory clause

Should individual provisions of these Articles of Association be or become legally invalid, this shall not affect the validity of all other provisions. A legally invalid provision shall be replaced by the General Meeting with a legally valid provision that corresponds as closely as possible to the meaning of the original provision.

§ 14 Transitional Regulation

If parts of the Articles of Association are objected to by the registry court, each member of the Executive Board is authorized to amend them accordingly in order to remedy the objections. The association's board is authorized to make editorial changes to the wording of the aforementioned paragraphs in the event of objections by the tax authorities in connection with the recognition procedure for non-profit status within the meaning of §§ 51 ff. of the German Tax Code.

§ 15 Entry into force of the Articles of Association

The Articles of Association shall enter into force on the date of their entry in the register of associations.

Cologne, November 9, 2014
Amended version for entry in the register of associations, adopted by the general meeting on November 16, 2014

*These statutes have been translated with a free online software and do not claim to be exhaustive. The German version of the statutes can be consulted.