Articles of Association

Table of Content:

Clarification of Terminology

  1. Free software or "open source software" means any computer program which is put into the public domain free of charge and in an irretrievable manner by their authors. In doing so, the authors allows others the freedom to use the program for any purpose, to study how the program works, to adapt it to his/her own needs, to copy it for others and to improve the program and make these changes available for the common good.
  2. Developing free software in the sense of these Articles of Association consists of research, compilation and programming of basic principles, concepts and techniques, as well as testing of free software which implements such concepts, basic principles and techniques.
  3. YafaRay is a raytracing render engine. It is being developed as free software and is made available to the general public free of charge.
  4. "Web Site" is the community web site accessible under the URL www.yafaray.org

1. Company Name, Registered Office, Financial Year

  1. The Association is registered as the "YafaRay Association".
  2. The Association’s registered offices are located in CITY, COUNTRY. Should no fixed registered office be established, it will be managed from the residence of the respective Board member acting as Chaiman at any given time.
  3. It is listed under REGISTRATION NUMBER / GOVERNMENT AGENCY.
  4. The financial year is the calendar year.

2. Purpose of the Association.

1. The Association's purpose is to promote and distribute Free Software in general and the render engine "YafaRay" in particular and to promote the free exchange of knowledge and equality of opportunity in accessing software, as well as education, science, and research.

2. The aim of the Association is to promote:

  • Free education and exchange of knowledge on 3D rendering techniques, and cooperation between users, developers and researchers.
  • Research and debate on the impact of free 3D rendering software and the notion of Free Software on society and science.
  • Providing a stable environment for a continuous development and research into free 3D rendering software.
  • Enhanced access to free 3D rendering software, supporting data and documentation and the compilation and distribution of relevant material.
  • Contributions and articles providing competent information to the public within the Association's field of activity and presence at trade fairs and congresses, making information available to a broad spectrum of users.
  • Organisation of congresses and lectures open to the general public, aimed at promoting further training of project members and users.
  • Protection of the project members’ rights in connection with YafaRay.

3. Amendment of the association’s purpose may only be made in accordance with the article 3.1. Every decision amending the Association's purpose has to be submitted to the relevant fiscal authorities for approval prior to its registration with the responsible Court or Government Agency.

3. Non-profit Association.

  1. The activities of the Association are exclusively and directly limited to non-profit activities as stipulated in article 2 of the Articles of Association and to tax-privileged purposes in accordance with the COUNTRY Tax Regulations. Its activities are for the common good and are not pursued for the purpose of profit making.
  2. The Association's financial means may only be used for purposes stipulated in the Articles of Association. Members might only be reimbursed for certain own expenses but will in no event receive any benefits out of the Association's funds.
  3. It is not permitted to incur into Association expenses that do not serve the Association’s purpose or are disproportionately high. Reimbursements for expenditures will not
    violate any legal restriction under the COUNTRY law and will especially not exceed reimbursements under any applicable Travel Expenses official regulation.

4. Types of Membership.

Both natural persons and legal bodies wanting to implement and promote the aims of the Association may become one of the following types of "Members":

  1. "Active Members" are natural persons supporting the Association's purpose and aims through their cooperation and who in doing so assume the complete duties of an Association member. Primarily, they are expected to cooperate, participate in the General Assembly and exercise their voting rights.
  2. "Supporting Members" are natural persons or legal bodies that support the Association's purpose and aims primarily through financial or material contributions. They have the rights of the Active Members except from any voting rights.

5. Membership Application and Maintenance of Status.

1. The persons founding the Association ("Founder Members") gain the status of Active Members by signing the Articles of Association. Membership for other Active Members will be granted if:

  • Proposed by a Member and approved by the Board.
  • Approved by the General Assembly.
  • Approved by a majority of the Active Members in an Internet Vote.

2. The main criterion for granting membership as an Active Member should be the candidate's commitment over a period of time and the contributions he or she has made towards fulfilling the Association's aims.

3. The membership as an Active Member becomes effective when the name appears on the list of Active Members, which the Board immediately has to arrange after the membership has been granted. The list will be published on the Web Site.

4. The group of Active Members will be reviewed by the Board once a year. If an Active Member (i) has not participated in two consecutive General Assembly meetings and has not exercised his or her voting rights by other means or (ii) has not paid the membership fees within a period of three months after the due date despite having received two reminders via e-Mail, the Active Member will be deleted by the Board from the list of Active Members and must reapply to become an Active Member once again. In the meantime, he or she shall have the status of a Supporting Member. The decision shall be notified to the deleted Active Member by e-mail. At least two months before the annual General Assembly the Board will update the Active Members list in accordance with the outcome of the review.

5. The Board decides whether to accept or not an application for membership as a Supporting Member. The application is accepted when the Board affirms the membership. An Active Member can change status to that of a Supporting Member by submitting his or her request to the Board.

6. A Member must be registered with an valid e-mail address. All official correspondence happens through this email address. It is the duty of the individual Members to register changes to their e-mail addresses.

7. Further details may be defined in the By-Laws.

6. Membership Termination.

  1. The membership terminates due to a withdrawal of the Member, expulsion, death, or in the case of legal bodies, due to the loss of legal status (“Termination Events”).
  2. The membership may be withdrawn on December 31st of each year, and a written request or email notice has to be submitted to the Board at least 4 weeks prior.
  3. A Member can be expelled if he or she seriously violates regulations contained in the Articles of Association or the purpose and aims of the Association. In addition, expulsion is possible if the Member has not paid the membership fees within a period of 11 months after the due date and despite having sent repeated reminders via e-mail.
  4. Members can only be expelled by a resolution of the Board. Before such a resolution is adopted, the Member must have the opportunity to justify or explain his or her actions. The expulsion becomes effective immediately after the Board's resolution. The expelled Member shall be notified of the resolution through e-mail. An objection to such an expulsion may be filed with the Board within four weeks and will be voted on during the next General Assembly. Until a decision is made by the General Assembly, the Member's rights and duties remain disabled.
  5. If a Member`s membership is terminated or the Association is liquidated, no Member has a right of reimbursement for the assets he or she may have contributed.

7. Financing of the Association.

1. The funds required for the Association are raised through:

  • Membership fees.
  • Contributions by regional government, town councils and other public bodies.
  • Donations.
  • Other financial or material contributions made by third parties.
  • Benefits paid to the Association for activities it pursues for the common good, including lectures.

2. The Membership fees are due on 31 December for the financial year to come. The amount of the fee shall be determined by the decision of the General Assembly or by the Active Members in an Internet Vote, based on the recommendation of the Board. Once defined, the fees will be incorporated in the By-Laws. Fees of Active Members and Supporting Members may differ. Changes in fees will become effective for the new financial year.

3. When a Member enters the Association during the course of any given financial year, then the fees for that current financial year have to be paid in full. There will be no refund of fees in case of a membership termination. If a Member enters the Association within four weeks prior to December 31st, the membership and fee will be applicable to the financial year to come.

4. The Board may under special circumstances exempt certain Supporting Members from the membership fee. This will particularly be the case if the membership of the relevant Supporting Member is of specific interest to the Association.

8. Organs of the Association.

The organs of the Association are:

  • The General Assembly.
  • The Board.

9. General Assembly.

  1. The "General Assembly" consists of all of the Association's Members. Each "Active Member" have one vote. "Supporting Members" can participate in the "General Assembly" deliberations, but they don't have voting rights.
  2. The General Assembly takes place at least once a year. The first General Assembly will take place not later than three months after the date of the Association's registration at the Registration Court or Government Agency. The Board invites the Members by email and by an announcement on the Web Site, providing a preliminary agenda. The invitation must be sent at least six weeks prior to the meeting. The time limit starts on the day the invitation email was sent. The date of the email is binding. The invitation is considered as delivered, if it was addressed and sent to the last email address the Member has submitted. The Members may submit additional agenda items to the Board, either by email to a Board member or by submitting the item on the Web Site until two weeks before the General Assembly. The date when the email is sent or the Web Site posting is made public is binding. The Board shall publish the final agenda in the Internet at least one week prior to the General Assembly, and the address is to be mentioned in the invitation email.
  3. If it is in the Association's interest, an extraordinary General Assembly may be called for. If this request is submitted to the Board by e-mail or, if there is any, by entering the name on a list on the Web Site, and is supported by at least 10% of the Active Members, the Board is compelled to call for an extraordinary General Assembly within six weeks. The Members' request must contain the desired agenda item.
  4. The General Assembly may be held online or physically. The Board decides how to hold the General Assembly and, as the case may be, on its physical location. Since the Association is acting internationally, all Members must be able to participate remotely from their home. The Board shall arrange to make available, to all Members that wish to participate, a telephone conference bridge or a similar Internet-based real-time virtual participation method. Information on how to participate remotely must be made available to all Members of the Association. The process for electronic participation will be defined in the By-Laws.
  5. Irrespective of the number of Members participating, the General Assembly has a quorum if the invitation was submitted in proper form. The Chairman of the Board or, in his/her absence, the Deputy Chairman presides over the General Assembly. In case neither of them is present, the General Assembly elects one of the Members present as head of the General Assembly. Unless otherwise decided by the General Assembly, all decisions will be taken openly by show of hands or the equivalent for electronic participation and voting. Unless otherwise provided by the Articles of Association, decisions must be taken with a simple majority of votes cast. If several similar proposals have been put forward on the exact same subject, the most extensive proposal is voted on first, followed by less extensive proposals. The head of the General Assembly decides the sequence. If a more extensive proposal is accepted the rest is automatically rejected. Should the number of pro and contra votes should be equal, the application is considered as dismissed.
  6. A majority of 75% of the votes of the General Assembly with a quorum of 50% of all Active Members is required to amend the Articles of Association or to decide on the liquidation of the Association. If less than 50% of Active Members participate, the vote can be the subject of an extraordinary General Assembly 2 months later. At the extraordinary General Assembly, only a majority of 75% of the votes of the General Assembly is needed. Abstentions do not count as votes. It can only be decided about the specific proposal that caused this extraordinary General Assembly.
  7. An active member who cannot personally participate in the General Assembly may ask another member, who will be personally present, to represent him during the General Assembly. The representative will exercise both members’ voting rights. The representative will legitimise himself at the beginning of the General Assembly by presenting to the Board the original of a written authorisation. A representative may represent a maximum of two additional members.

10. Duties of the General Assembly.

1. The General Assembly is the highest decision making organ of the Association and is generally in charge of all duties, unless these Articles of Association have assigned specific duties to another organ of the Association. The General Assembly elects the Board from the number of Active Members. The people obtaining the relative majority of votes (i.e. plurality) will be elected. Voting has to be anonymous only as far as technically feasible and economically justificable.

2. The General Assembly may remove a Board member from the Board. This process requires the support of an absolute majority of votes cast.

3. The General Assembly decides about the objections of Members the Board intends to expel.

4. The General Assembly receives the Board's annual report as well as the audit report from the Auditors and discharges the Board's responsibilities.

5. The right to decide about amendments to the Articles of Association or a liquidation of the Association is reserved to the General Assembly.

6. The annual accounts and the annual report have to be presented to the General Assembly for decision making and discharge of the Board in written format if the meeting is held physically and via electronic means if the meeting is held online. The General Assembly calls on two auditors who have the task to audit the accounting and annual report and relate their results to the General Assembly. The auditors cannot belong to the Board and they cannot be employed by the Association. The auditors have access to all of the Association's accounting documents.

7. Furthermore the General Assembly has the exclusive right to decide on:

  • Any purchase of, sale of or charges on real property.
  • Any investment in other companies.
  • Any raising loans or leasing contracts of more than five thousand EURO.
  • Any contract in the amount of more than five thousand EURO
  • Changes in the software licence of Yafaray.
  • Major trademark and copyright issues concerning YafaRay.
  • All matters that the Board or Members submit to it.

11. The Board.

  1. The Board consists of 5 persons, and only natural persons can be Board members. They are elected for a 3 years term. Re-election is permitted. The respective Board members remain in office after expiration of their term until a successor is elected.
  2. From its members, the Board elects a Chairman, a Deputy Chairman and a Treasurer. Re-election is permitted.
  3. The calling for Board meetings, meeting procedures and voting process, are stipulated in the "By-Laws of the Board", which the Board has to decide upon with a majority of its members.
  4. The Board decides about all matters pertaining to the Association, unless a decision of the General Assembly is required. It implements the decisions taken by the General Assembly.
  5. The Board can authorise Board members to solely represent the Association with regard to everyday transactions or single specific matters.
  6. The Board is not allowed to commit to expenditure that is not covered by funds owned by the Association. Only disposable funds may be spent.
  7. Should a Board member quit while in office, the Board appoints a provisional Board member on the basis of an Internet Vote in which active members participate. The provisional board member remains in office until the General Assembly takes place. The General Assembly decides about the definite succession within the board.
  8. Amendments to the Articles of Association demanded by regulatory, court or financial authorities for formal reasons may be undertaken by the Board. All Active Members must be informed by e-mail of such  amendments within four weeks after the amendment.

12. Internet Vote.

Where these Articles of Association refer to an "Internet Vote" the following procedure shall apply:

  1. If the Articles of Association provide for both a decision by the General Assembly and an Internet Vote, the Board shall determine which of them will be held.
  2. The Board invites the Members by e-mail and by an announcement on the Web Site, notifying the matter to be voted on and the timeframe in which the vote has to be casted. The invitation must be sent at least two weeks prior to the start of the Internet Vote. The time limit starts on the day the invitation e-mail was sent. The date of the email is binding. The invitation is considered as delivered, if it was addressed and sent to the last e-mail address the Member has submitted. Detailed procedures will be defined in the By-Laws.

13. By-Laws.

The "By-Laws" govern all details of the Association's activities which are not covered in the Articles of Association. The Board implements the By-Laws following the Active Members' approval. The Active Members' approval is obtained by a decision of the General Assembly or by means of an Internet Vote.

14. Meeting Minutes.

All decisions taken by the Board, the General Assembly and by Internet Vote will be documented in writing and are available online for the Members' perusal within one week after the decision.

15. Labour Agreements.

Before hiring a full-time employee the Board will regulate the remuneration in the By-Laws.

16. Liquidation of the Association.

In case of a liquidation of the Association or termination of its tax-privileged status, all its assets will become property of:

Stichting Blender Foundation
Entrepotdok 57A
1018 AD Amsterdam
the Netherlands

which has to use them exclusively and directly for not-forprofit purposes only. In this case decisions about the future use of the Associations assets may only be implemented upon consent of the tax and revenue office.

17. Inception of the Articles of Association.

These Articles of Association shall come into effect following a decision by the signing Founder Members.

Notes.

Space for Notes about the articles.