This is a translation of the statutes of the association Mageia.Org. Since the association was registered in France, those were written in French. As a result, this translation is purely for information and transparency, the legal document being the French version. You can access the original French version from either

• http://www.mageia.org/fr/about/constitution/
• http://gitweb.mageia.org/org/constitution/

Association under the (French) Law of Associations of 1901

Mageia.Org

8B rue de la Terrasse 75017 Paris France

Statutes

The undersigned:

• Anne Nicolas,
• Arnaud Patard,
• Damien Lallement,
• Nicolas Vigier,
• Olivier Blin,
• Romain d'Alverny,
• Séverine Wiltgen,
• Frédéric Cuif,
• Olivier Méjean,
• Colin Guthrie,
• Thomas Backlund,
• Anssi Hannula,
• Raphaël Gertz,
• Jérôme Quelin,
• Wolfgang Bornath,
• Josep L. Guallar-Estevem,
• Michael Scherer,

founding members - wish to constitute an association subject to the Law of 1st July 1901.

Article 1 - Constitution

A voluntary association governed by the French law of July 1, 1901 and the French decree of August 16, 1901, is hereby constituted between the undersigned and any individual adhering to the present statutes.

Article 2 - Denomination

The association takes the following name: Mageia.Org.

Article 3 - Purpose

The association is an information-technology and cultural association on a non-profit basis governed by the terms of the French Law of Associations of 1901.

The purpose of this association is:

• to organise, develop and promote the free (libre) operating system Mageia, it's derivatives and related free software projects;
• to coordinate the communities surrounding these projects.

Article 4 - Registered office

The registered office of the association is in Paris, France:

Mageia.Org
8B rue de la Terrasse
75017 Paris
France

The registered office might be transferred at any time by simple resolution of the Board.

The activities of the association may be exercised in any place outside of it's offices.

Article 5 - Duration

The duration of the association is unlimited, counting from the signature of the statutes.

The financial year runs from January 1 to December 31.

Article 6 - Composition of the association

The association is composed of:

• founding members,
• honorary members,
• benefactor members,
• donor members,
• active members.

Founding members are the actual people who instigated the founding of the association.

The distinction of honoroary member may be given by the general assembly to individuals who render or have rendered significant services to the association. This title confers on those who have obtained it the right to participate in the general assembly without having to pay any financial contribution. They participate in general assemblies only with consultative vote and are not eligible.

Benefactor members are the people who pay an annual subscription fixed each year by the administrative council. They participate to the general assemblies only with consultative vote and are not eligible.

Donor members are the people who donate punctually. They do not participate in general assemblies and are not eligible.

Active members are the people chosen by the administrative council, after proposition and sponsorship by another active member. They are people involved in the life of the association, either by their benevolent activity or by exercising a function in the association. They participate in the general assembly with deliberative vote and are eligible.

The founding members are members active in founding the association.

If an active member has not participated or has not been represented in the last two general assemblies, he becomes a //de facto// honorary member.

Article 7 - Loosing the qualification of member

The qualification of membership is lost as a result of:

• sending a letter addressed to the President;
• decease;
• exclusion pronounced by the Board of Directors due to non-payment of the contribution or an offence harmful to the moral and material interests of the association after having been been invited, by registered mail, to present themselves before the Board of Directors in order to provide an explanation.
• being struck by the Board of Directors for serious reasons.

Article 8 - Board of directors

The association is run by a Board of Directors made up of at least 6 members and no more than 12 members, designated by the general assembly and are chosen from among the active members.

The members of the board of directors are elected for three years, renewable each year by one third.

Afterwards, they are re-elegible.

The number of the renewable members equals the third of the Board of Director's members for the actual year, rounded down to the nearest number (in case they are less than 12) with a minimum equal to the number of the resigning members. The selected members are the first in order as resigning members, next the ones whose last election to the board of directors is the oldest. In case of equal election dates, then the one or those whose membership of the association is the oldest will be kept on.

In case of vacancies the board of directors provisionally provides replacement of its members. Their definite replacement will be provided for at the next general meeting. The powers of the members so elected come to an end on the date when the mandate of the replaced members would have ended.

The first board of directors is only made up of the executive committee members and will be completed without consultation by co-optation.

Each board member, who has not attended three consecutive meetings without having been excused, may be considered as resigning.

Article 9 - Executive committee

The board of directors chooses an executive committee by secret ballot from amongst its members and made up of:

• a chairman,
• a secretary,
• a treasurer.

The executive committee is renewed every three years, members are re-elegible.

The first executive committee is made up of:

• Anne Nicolas, born on 18th February 1971 at Maisons-Lafittes (78), French nationality: chairwoman ;
• Damien Lallement, born on 21st May 1980 at Lille (59), French nationality: treasurer ;
• Arnaud Patard, born on 26th January 1980 at Harfleur (76), French nationality: secretary.

Article 10 - Duties of the Executive committee members

10.1 - The chairman calls the meeting of the Board of Directors.

He represents the association for all functions in social life and holds all powers needed to that effect.

He is qualified to appear in court as defendant on behalf of the association and as plaintiff with the Board of Director's authorisation by simple majority rule.

He can appeal under the same conditions.

He can only compromise with the executive committee's authorization by the simple majority.

He presides all assemblies. In case of absence or illness, he is replaced by the vice-chairman or, if not available, by the senior member of the Board of Directors and in case of equality by the oldest.

10.2 - The secretary general is in charge of everything relating to the correspondence as well as the records of the association.

He writes the minutes of the assemblies and boards of director's meetings, and in general, anything in writing about the functioning of the association, with the exception of it's accounting.

He is in charge of the special register provided by article 5 of the Law of 1st July 1901, and the articles 6 and 31 of the Decree of 16th August 1901. He ensures the execution of the formalities stipulated in those articles.

10.3 - The treasurer is in charge of all that is related to the administration of the assets of the association.

Under the supervision of the chairman, he effects any payments and receives any sums owed to the association.

He is responsible for the accounting of all operations he carries out and which he reports to the annual general meeting, which in turn approves his administration as far as required.

Article 11 - Meeting of the Board of Directors

The board of directors meets when convoked by it's chairman: at least once every 6 months or at the request of a quarter of it's members.

The board of directors can hold valid meetings by teleconference or by authenticated IRC (Internet Relay Chat).

The presence of half of the members of the board of directors is required in order that the deliberations be valid.

Decisions are taken with the majority of the recorded votes.

In case of equality of the votes, the chairman has a decisive vote.

Minutes of the meetings are recorded.

The minutes are signed by the chairman and the treasurer. They are written without gaps or alterations on numbered sheets and kept at the registered office of the association.

The board of directors is invested with the largest powers to execute or to entitle all deeds or operations which meet the association's purposes and that are not reserved to the general assembly.

It convokes the general assembly.

It oversees the executive committee members' administration and may ask them for an accounting of their deeds.

It decides on the admission or expulsion of the association's members.

It entitles the chairman and the treasurer to make any purchase, transfers or rentals necessary for the functioning of the association.

In addition, the members of the board of directors may get a refund on their expenses.

The deliberations of the Board of Directors about property acquisitions, exchanges and transferrals necessary for the purposes of the association, taking on of mortgages on those properties, leases exceeding nine years, transferrals of possession and loans must be approved by the general assembly.

Article 12 - Ordinary general assembly meeting

The general assembly meeting is composed of the founding members, the active members, the honorary members and the benefactor members of the association, upto date with their subscription dues.

It meets at least once a year, at the latest six months after closing of the accounting year and each time when it is convoked by the board of directors, or at request of at least a quarter of it's members.

For each meeting, the convocations must be sent 10 days in advance and contain its agenda. The calls are sent by e-mail and by displaying them on the association's web site.

The agenda is set by the board of directors.

The chairman is the president of the general meeting.

The chairman describes the state of affairs of the association.

The treasurer accounts for his administration in a financial report which he submits for the general meeting's approval.

The general meeting acquaints itself with the board of director's administrative reports.

It approves the financial report of the past year's accounts, votes on the budget of the next year's accounts, deliberates the questions on the agenda and if applicable, votes on the renewals in the board of director's memebers.

All deliberations of the general meeting are taken with a simple majority of the rexpressed votes. However, dismissals from the board of directors are decided by a three-quarter majority.

The general assembly quorum is set at 50% of the present and represented members. Any member cannot have more than two powers to vote.

The secret ballot is adopted if a member asks for it.

Ballot conditions are defined each year by the board of directors.

Board of director's deliberations concerning property acquisition, transferral and alienation necessary for the purposes of the association, taking on of a mortgage on this property, leases beyond nine years, alienation of possession and loans must be approved by the general meeting.

Minutes of the meetings' deliberations are recorded by the secretary in a register and signed by himself and the chairman.

Article 13 - Extraordinary general meeting

The statutes can be modified by the general meeting, at the board of directors' instigation, or at the instigation of at least 20% of the members that attend the general meeting.

In each case, the proposed modifications are recorded in the next general meeting's agenda which must be sent to every assembly member two weeks in advance.

The extraordinary general meeting's deliberations are invalid if not at least one third of it's members are present or represented.

If this quorum is not reached, a second general meeting is called with the same agenda, with a delay of at least two weeks' time.

No quorum is required for the second call.

The statutes can only be modified with a two-third majority of the members present, both after the first and after the second convocation.

Article 14 - Dissolution

The general meeting can also be called, on the same terms as above, to pronounce it's opinion about the dissolution of the association.

It's deliberations are not valid if not at least half of it's members are present or represented.

If this quorum is not reached, a second assembly is called for, with the same agenda, after a minimum period of two weeks' time.

For the second convocation a quorum is not required.

The dissolution of the association can only be approved with a two-thirds majority of the members present, both after the first and after the second call.

The general meeting makes one or several liquidators responsible for the liquidation of the association's liabilities and assets.

It gives the net assets to one or several similar organisations, or to any one organisation it will decide, but excepting the members of the association.

The liquidator(s) is (are) charged to carry out all declarations and publication formalities as provided for by the laws and regulations currently in force.

Article 15 - Resources

The association resources are made up of:

• help, mostly financial, that can be put at the disposal of the association by any natural or legal person
• donations received by natural or legal persons
• income from assets
• subcriptions or inscriptions of its members as they are set by the general meeting
• grants from the State, from departmental or communal authorities, and from public enterprises
• resources created on an exceptional basis and as far as needed with any agreement by the authorities (collections, lectures, raffles, meetings, shows, etc., authorised for the profit of the association)
• sales to the members

and any other resources authorised by the law

• proceeds from sales of assets or of services delivered
• industrial property ('trademark') revenues.

Article 16 - Internal regulations

The board of directors may set out internal regulations that will be approved by the general assembly.

Such regulations, if any, will specify the modalities of executing the present statutes.

They may equally fix any points not foreseen in these statutes.

Subsequently, it will be possible to update the internal regulations through modifications that the board of directors will have to submit for approval to the general meeting.

The internal regulations are applicable to all association members.

Article 17 - Legal competence

The competent court for any actions concerning the association is the one in whose area the association has it's registered office.