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MOZILLA EUROPE
Association of French Law 1901
28 Rue Viala
75015 Paris
France
Statutes
Undersigned:
Tristan Nitot, born October 19, 1966 in Suresnes (France), of French nationality, engineer
Olivier Meunier, born January 23, 1978 in Lyon (France), of French nationality, web-developer
Peter Van der Beken, born July 9th, 1974 in Ukkel (Belgium), of Belgian nationality, open-source software developer
Founding members assembled today to constitute an association governed by the French law of July 1, 1901.
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.
Article 2 - Denomination
The association takes the following denomination: MOZILLA EUROPE
Article 3 - Objectives
The association has as its objectives the promotion, the support for deployment and the development of the open-source software Mozilla and its derivatives (and related projects) in Europe.
Article 4 - Registered office
The registered office of the association is in Paris, France.
The registered office can be transferred at any time by simple resolution of the Board of Directors.
Article 5 - Duration
The duration of the association is fixed at 50 years, counting from the date of the signature of the statutes. The Extraordinary General Assembly can however decide to extend the duration before the end of this term and within the conditions specified in article 13.
The fiscal year runs from January 1 to December 31.
Article 6 - Composition of the association
The association is composed of:
- honorary members
- benefactor members
- active members or members
The General Assembly can confer honorary membership on individuals or legal entities who render or have rendered valuable services that have been made known to the Association. The title of Honorary Member entitles such individuals or legal entities to attend the General Assembly without the need to pay dues and subscriptions.
Benefactor members are individuals or legal entities that pay an entrance fee and an annual membership fee, the amount of which will be fixed by the Board of Directors.
Active members or members are those that pay an annual membership fee, the amount of which will be fixed by the Board of Directors.
Active members are chosen by the Board of Directors, on proposal of one of its members. They have the voting rights at the General Assembly.
Members do not participate in the General Assembly.
Article 7 - Loss of membership
Lose their membership:
- those members who send a letter of resignation addressed to the President;
- those members that the Board of Directors decides to exclude for non-payment of the membership fee or for a serious motive, after being invited, by registered mail, to explain themselves before the Board of Directors.
Article 8 - Board of Directors
The association is managed by a Board of Directors, made up of at least 3 members and at most 16 members, elected by the General Assembly and taken amongst the active members.
Members of the board are elected for 3 years.
They are reeligible.
In the event of a vacancy, the Board of Directors provides for a provisional replacement of its members by cooptation.
The cooptations have to be ratified by the next General Assembly to become permanent.
Replacements come to an end at the end of the mandate of the members that they replace.
The first Board of Directors is composed of:
- Tristan Nitot, born October 19, 1966 in Suresnes (France), of French nationality, engineer
- Olivier Meunier, born January 23, 1978 in Lyon (France), of French nationality, web-developer
- Pascal Chevrel, born December 29, 1971 in Bezons (France), of French nationality, sales manager
- Peter Van der Beken, born July 9th, 1974 in Ukkel (Belgium), of Belgian nationality, open-source software developer
- Axel Hecht, born February 28, 1970 in Oberhausen (Germany), of German nationality, open-source software developer
- Jan Varga, born June 24, 1977 in Rozomberok (Slovak Republic), of Slovak nationality, open-source software developer
Article 9 - Executive Comittee
The Board of Directors chooses among its members, by secret vote, an Executive Comittee composed of:
- a President
- a Secretary General
- a Treasurer
The Executive Comittee is renewed every three years, its members are reeligible.
The first Executive Comittee is composed of:
- Tristan Nitot, President;
- Olivier Meunier, Treasurer;
- Pascal Chevrel, Secretary General
Article 10 - Functions of the members of the Executive Comittee
10.1 - The President convenes the Board of Directors
He represents the association in all the acts of civil life and is invested of all powers to this effect.
He is in particular authorized to be a party to legal proceedings as defendant in the name of the association and as applicant, with the authorization of the Board of Directors ruling with a relative majority.
He can formulate, under the same circumstances, all appeals.
He can reach a settlement only with the authorization of the Board of Directors ruling with a relative majority.
He presides all the assemblies. In case of absence or illness, he is replaced by the oldest member.
10.2 - The Secretary General is in charge of everything that concerns the correspondence and the archives of the association.
He draws up the official reports of the meetings of the assemblies and of the Board of Directors and, in general, all writings concerning the operation of the association, except for those concerning the accountancy.
He keeps the special register described by article 5 of the French law of July 1, 1901 and articles 6 and 31 of the decree of August 16, 1901. He attends to the execution of the formalities prescribed by the aforementioned articles.
10.3 - The Treasurer is in charge of everything related to the management of the property of the association.
Under the supervision of the President, he carries out any payment and receives any sum due to the association.
He keeps a regular accountancy of all operations carried out by him and reports to the annual General Assembly which approves his management, if there's reason to.
Article 11 - Meetings of the Board of Directors
The Board of Directors meets on convocation of its President at least once a year or by request of a quarter of its members.
Board meetings by teleconference or IRC (Internet Relay Chat) are valid.
The presence of a third of the members of the Board of Directors is necessary for the deliberations to be valid.
The decisions are made by majority of the votes cast.
In case of a tie, the President casts the deciding vote.
An official report of the meetings is kept.
The official reports are signed by the President and the Treasurer. They are established without white spaces or erasures on numbered sheets and kept in the registered office of the association.
The Board of Directors is invested with the widest powers to execute or authorize all acts or operations that enter in the objectives of the association and are not reserved to the General Assembly.
The board convenes the General Assemblies.
It supervises the management of the members of the Executive Comittee and can hold them accountable for their actions.
It expresses its opinion on all the admissions and expulsions of members of the association.
It authorizes the President and the Treasurer to make purchases, transfers or renting necessary for the operation of the association.
The members of the Board of Directors can receive remunerations for the administrative duties or technical or commercial missions which are entrusted to them.
Moreover, the members of the Board of Directors can obtain reimbursements of expenses.
Deliberations of the Board of Directors relating to acquisitions, exchanges and transfers of buildings necessary for the objectives of the association, mortgaging the aforementioned buildings, leases exceeding nine years, transfers of goods, and loans must be approved by the General Assembly
Article 12 - Ordinary General Assembly
The General Assembly includes active members, honorary members and members benefactors of the association, up to date on their contributions.
It meets at least once a year, at the latest six months after the end of the fiscal year and every time it's convened by the Board of Directors, or on request of at least a quarter of its members.
For every assembly the convocations must be sent 10 days in advance and have to include the agenda. The convocations are made by electronic mail and by posting on the web site of the association.
The agenda is determined by the Board of Directors.
The President presides the General Assembly.
The President makes a statement on the moral situation of the association.
The Treasurer renders account of his management in a financial report that he submits for approval of the General Assembly.
The General Assembly hears the reports on the management of the Board of Directors.
It approves the accounts of the previous fiscal year, votes on the budget for the following fiscal year, deliberates on the questions on the agenda and decides, if necessary, on the renewal of the members of the Board of Directors.
All decisions of the General Assembly are taken by majority of the votes cast. However, the revocation of members of the Board of Directors necessitates a majority of three-quarters.
Secrecy of the vote is a right if a member asks for it.
The modalities of the vote are defined every year by the Board of Directors.
Deliberations of the Board of Directors relating to acquisitions, exchanges and transfers of buildings necessary for the objectives of the association, mortgaging the aforementioned buildings, leases extending nine years, transfers of goods and loans are submitted to the General Assembly for approval.
The official reports of the deliberations of the assemblies are entered in the register by the Secretary General and signed by him and the President.
Article 13 - Extraordinary General Assembly
The statutes can be modified by the General Assembly, on proposal of the Board of Directors, or on proposal of at least 20% of the members composing the General Assembly.
In both cases, the proposals of the modifications are entered on the agenda of the following General Assembly, which has to be sent to all members of the assembly at least 15 days in advance.
The Extraordinary General Assembly deliberates validly if at least a third of its members are present or represented.
If this quorum is not reached, a second assembly is convened, with the same agenda and at least fifteen days after the first.
No quorum is required for the second convocation.
The statutes can only be changed, for the first or the second convocation, with a majority of two-thirds of the members that are present.
Article 14 - Dissolution
The General Assembly can also be convened, according to the modalities stated above, to pronounce itself on the dissolution of the association.
It can validly deliberate only if at least half of its members are present.
If this quorum is not reached, a second assembly is convened, with the same agenda and at least fifteen days after the first.
No quorum is required for the second convocation.
The dissolution of the association can only be voted, for the first or the second convocation, with a majority of two-thirds of the members that are present.
The General Assembly appoints one or more liquidators in charge of the liquidation of the assets and liabilities of the association.
It allots the net assets to one or more similar establishments, or to any establishment it decides, with the exception of the members of the association.
The liquidators are in charge of carrying out the formalities of declaration and publication required by the law and regulations that apply.
Article 15 - Resources
The resources of the association are composed of:
- assistance, financial in particular, which can be made available to the association by any person or entity
- the income of its goods
- the contributions or inscriptions of its members as they are fixed by the General Assembly
- grants by the State, the departments, the municipalities, and publicly-owned establishments
- resources created as an exception and, if necessary, with the approval of the proper authority (searches, conferences, tombolas, meetings, spectacles, etc.) authorized for the profit of the association
- sales made to members
- and every other resource authorized by the law
- the product of sales of goods or of delivery of services
- the product of industrial property.
Article 16 - By-laws
The Board of Directors can establish by-laws that will be approved by the General Assembly.
These by-laws will define the modalities of application of the present statutes.
They can also regulate various elements not envisaged by the statutes.
The by-laws can be modified by the Board of Directors, which has to present the modification for approval to the General Assembly.
The by-laws are binding to all the members of the association.
Article 17 - Governing Law
All legal actions regarding the association will be settled by the courts of the jurisdiction where the association has its registered office.