Charter of the busFaktor() Association
as of 15th of September 2020 (Translation)
§ 1 The Association
- The association carries the name busFaktor() It is to be registered in the register of associations and then carries the addition "e.V.".
- The association is based in Augsburg.
- The association is active in Germany and cooperates globally.
- the business year is the calendar year.
- the association is politically neutral.
- the association may establish subdivisions.
- Our values are democracy, transparency, diversity, openness and equality.
§ 2 Purpose and Non-Profit Status
- The association promotes and supports projects of education, popular education and the promotion of civic engagement for the benefit of charitable purposes.
- The association exclusively and directly pursues charitable purposes in the sense of the section "tax-privileged purposes" of the 1977 Tax Code (§51ff AO) in the currently valid version; it exclusively and directly serves education, popular education, the promotion of civic involvement and the benefit of the general public.
- It may not make any profits, it is selflessly active and does not pursue primarily economic purposes. The funds of the association are used exclusively and directly for the purposes set out in the statutes.
- The members do not receive any allowances from the funds of the association. No one may be favoured by expenses that are alien to the purpose of the club or by disproportionately high remuneration.
§ 3 Implementation and Realisation of the Purpose of the Charter
The purpose of the association is to be realized among others by the following means:
- development and distribution of free and open source software for use by non-profit organisations
- publishing source code as reference and learning material
- publishing instructions and learning content for software development and deployment, e.g. in Git repositories
- provision of software and technical support to non-profit organisations, e.g. through consultancy
- public education on data protection and information security issues, e.g. in the form of blog articles
- exchange of experience and transfer of knowledge within the framework of publicly accessible video conferences for joint programming (pair programming) on free software projects
- participation in meetings and public information events
§ 4 Forms of Membership
- Any natural person who, in agreement with the Executive Board, is involved in the independent planning and implementation of an initiative in accordance with §§ 2 and 3 may become an active member of the Association. The active membership consists basically in the participation in initiatives according to §§ 2 and 3.
- The membership of a natural person is no longer to be considered as active if the person has not participated in the activities of the association for more than 4 months. In such a case the board of directors decides on further membership.
- Any natural or legal person who supports the aim of the association according to §§ 2 and 3 can become a supporting member. The supporting membership basically consists of the financial and material support of the work of the association.
§ 5 Rights and Duties of Members
- Supporting members have the right to propose initiatives and to demand accountability from the executive committee with regard to the association's assets.
- Active members have all rights of the supporting member as well as the right to grant or refuse to grant discharge to the board, to discuss all activities of the board in terms of §§ 2 and 3 and to vote in the general meeting.
- All members will be regularly informed about the activities of the association and invited to events and activities as well as to the general meeting of the association.
- Every member has the duty to promote the interests of the association, in particular to pay his or her membership fees regularly, annually in advance, and, as far as he or she is able, to support the life of the association through his or her cooperation.
- Every member is obliged to observe the data protection regulations of the association which are valid at the time and which have been decided by the general meeting.
§ 6 Start and End of Membership
- The admission to the association must be applied for in writing to the executive committee. In the case of minors, the application for admission must be submitted by their legal representatives. The board decides on the application for admission at its own discretion. It does not have to justify a rejection of the application to the applicant. Admission is valid if it has been approved in writing by the Board of Directors.
- Membership in the association ends by death (in case of legal entities with their expiration), resignation or exclusion.
- resignation must be declared in writing to the executive committee.
- The resignation takes place immediately with the written declaration of intention of the member.
- The exclusion is effected by the exclusion decision of the board or, if it is against the board itself, by the other board in association with the active members of the association. The reason for exclusion is the repeated serious violation of the interests of the association, especially the misuse of the association's assets. In the case of a particularly serious violation, the repetition is not a prerequisite. Particularly serious is a violation which directly endangers the reputation, the existence or the activities of the association.
- A member can be expelled from the Association by resolution of the Board if he or she is more than three months in arrears with the payment of his or her admission fee or membership fees and has not paid the arrears despite a written reminder threatening expulsion.
- Paid membership fees will not be refunded at the end of membership.
§ 7 Funds, Admission Fee and Membership Fees
- Funds of the association may only be used for the purposes set out in the statutes. The members do not receive any allowances from the funds of the association.
- No person may be favoured by expenses that are not in line with the purpose of the association or by disproportionately high remuneration.
- Every member has to pay an annual membership fee which is due in advance.
- The amount of the admission fee and the membership fees is determined by the general meeting.
§ 8 Bodies of the Association
- The organs of the association are the general meeting, the executive board and, if applicable, the supervisory board.
- The general meeting decides on the appointment of a supervisory board. As long as the association has less than 20 active members, the election of a supervisory board can be waived.
- Further organs can be established by resolution of the board of directors.
§ 9 Board of Directors
- The executive committee consists of the chairman and his deputy.
- The chairman and his deputy represent the association alone.
- The members of the board may be paid a remuneration. The general meeting decides on the amount of the remuneration.
§ 10 Tasks of the Board
- The Board of Directors of the Association is responsible for representing the Association in accordance with § 26 BGB and for managing its business. It has in particular the following tasks:
a) convening and preparing the general meetings including the preparation of the agenda
b) the implementation of resolutions of the General Assembly
c) the management of the assets of the Association and the preparation of the annual report
d) the admission of new members
- The Management Board is accountable to the Supervisory Board and must submit a written or oral report on the resolutions and activities of the Management Board at the Supervisory Board meeting upon request.
§ 11 Appointment of the Management Board
- The members of the board are elected individually by the general meeting for a period of two years. Only members of the association can be members of the board; membership of the association also ends membership of the board.
- Re-election or early recall of a member by the general meeting is permissible. A member remains in office after the end of the regular term of office until his successor has been elected.
- If a member leaves the board prematurely, the remaining members of the board are entitled to elect a member of the association to the board until the election of a successor by the general meeting.
§ 12 Consultation and Resolution of the Executive Board
- The executive committee meets on site or online as required The meetings are convened by the chairman or, in his absence, by his deputy. A notice period of one week shall be observed.
- The executive committee has a quorum if at least half of the members are present. The majority of the valid votes cast is decisive for the passing of resolutions. In the event of a tie, the vote of the chairman or, if he is prevented from attending, that of his deputy shall decide.
- The resolutions of the executive committee must be recorded in the minutes. The minutes are to be signed by the keeper of the minutes as well as by the chairman, in his absence by his deputy or another member of the executive committee. The signature shall be made by hand or in writing in accordance with the European eIDAS Regulation (Regulation No 910/2014 of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC)
§ 13 Tasks of the General Meeting
The general meeting is responsible for decisions on the following matters:
a) Amendments to the statutes
b) fixing the admission fee and membership fees
c) the exclusion of members from the association
d) the election and dismissal of the members of the Governing Board
e) the establishment of a supervisory board and the election and dismissal of its members
f) the receipt of the annual report and the discharge of the executive committee
g) the dissolution of the association
§ 14 Convening of the General Meeting
- At least once a year, if possible in the first quarter, an ordinary general meeting is to be convened by the executive committee. The convening shall be made in writing, giving two weeks' notice and stating the agenda.
- The agenda is set by the executive committee. Each member of the association can request an addition to the agenda in writing to the board at least one week before the general meeting. The executive committee decides on the request. Motions on the agenda which have not been accepted by the executive committee or which are submitted for the first time at the general meeting are decided by the general meeting with the majority of votes of the members present; this does not apply to motions which concern a change in the statutes, changes in membership fees or the dissolution of the association.
- The executive committee has to call an extraordinary general meeting if the interests of the association require it or if at least one tenth of the members request this in writing, stating the purpose and reasons.
- The general meeting can be held online.
- If the executive committee is prevented or not able to work, an extraordinary general meeting can be called with the agreement of 1/10 of the members.
§ 15 Resolution of the General Meeting
- The General Assembly of Members shall be chaired by the Chairman of the Board of Directors or, if he is prevented from doing so, by his deputy or, if he is prevented from doing so, by a chairman to be elected by the General Assembly of Members.
- The general meeting has a quorum if at least one third of all active members of the association are present. In the event of the absence of a quorum, the board is obliged to call a second general meeting with the same agenda within four weeks. This is quorate regardless of the number of members present. This must be pointed out in the invitation.
- The general meeting decides in open voting with the majority of the votes of the active members present. If no candidate can obtain a majority of the votes of the active members present, the candidate who has received the majority of the valid votes cast shall be elected; a run-off vote shall be held between several candidates. Resolutions on an amendment of the statutes require a three-quarters majority; the resolution on the amendment of the purpose or the dissolution of the Association requires the approval of nine tenths of the active members present.
- Minutes are to be taken of the proceedings of the general meeting and the resolutions passed, which are to be signed by the keeper of the minutes.
§ 16 Supervisory Board
- The Supervisory Board consists of three members with equal rights. The members are elected individually by the general meeting for a period of one year. The re-election or early recall of a member by the general meeting is permissible. A member remains in office after the end of the regular term of office until a successor is elected.
- If a member leaves the Supervisory Board prematurely, the remaining members of the Supervisory Board are entitled to elect a member of the Association to the Supervisory Board until a successor is elected by the General Meeting.
- Only active members of the association can be members of the supervisory board. Members of the board of directors cannot be members of the supervisory board at the same time.
§ 17 Tasks of the Supervisory Board
- The Supervisory Board represents the Association vis-à-vis the Executive Board, in particular in the negotiation, signing and termination of service contracts.
- It advises, accompanies and monitors the Executive Board in implementing the resolutions of the General Assembly. In doing so, the supervisory board has the right to information and to inspect the association's business documents at any time.
- The members of the supervisory board are only liable to the association in case of deliberate or grossly negligent damage.
§ 18 Consultation and Resolution of the Supervisory Board
- The Supervisory Board shall meet on site or online as required, but at least once a year All members of the Supervisory Board and the Management Board must be invited. A notice period of one week shall be observed.
- The supervisory board has a quorum if at least two members are present. Resolutions are passed by a majority of the valid votes cast. In the event of a tie, a motion is deemed to be rejected.
- Resolutions must be recorded in minutes and presented to the general meeting. Resolutions may be passed in writing, by telephone or electronically.
§ 19 Dissolution of the Association, Termination for other Reasons, Loss of tax-privileged Purposes
- In the event of the dissolution of the association, the chairman of the board and his deputy are jointly authorised liquidators, unless the general meeting appoints other persons.
- In case of dissolution or cancellation of the association or in case of loss of tax-privileged purposes, the assets of the association will be transferred to a legal person under public law or another tax-privileged corporation, for use for a non-profit purpose, in the broader sense in the field of computer technology or networks.
- The above provisions shall apply accordingly if the legal capacity of the association has been withdrawn.