Mixxx e.V. Articles of association

proposals/2024-06-14_mixxx_e_v.md

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+## Your Proposal Title
+
+* **Owners:**
+  * Daniel Schürmann
+
+* **Implementation Status:** `Not implemented`
+
+* **Related Issues and PRs:**
+
+* **Other docs or links:**
+  * https://ev.kde.org/corporate/statutes/
+  * https://phabricator.kde.org/T12954
+
+* This design doc shall be used to file our Articles of Assoziation 
+
+## Draft
+
+# Articles of Association - Mixxx e.V.
+
+As a non-profit corporation incorporated under German law, Mixxx e.V. is
+required to declare its intentions and by-laws in a formal "Articles of 
+Association" document. The original and legally binding version is the German 
+version. The following translation is for information only.
+
+## Clarification of Terminology
+
+1. Free and Open Source Software (FOSS) refers to coputer programs that 
+   respects the freedom of the user and the community. It grants everyone the 
+   right to run, study, modify and redistribute the software. This promotes
+   the common good as everyone can use the software and adapt it to their 
+   needs. FOSS is particularly beneficial for schools, artists and musicians 
+   with low budgets or incomes, as it gives them access to powerful tools for 
+   education, creativity and productivity without financial barriers.
+2. Developing free and open source software involves research, compilation of 
+   principles and concepts, and their testing through programming and testing 
+   of free software.
+3. "Mixxx" is a DJ software developed as free and open source software and 
+   available to the public free of charge. It allows users to mix music tracks 
+   in real-time, providing features such as beatmatching, crossfading, and 
+   various sound effects. 
+
+## 1. Company Name, Registered Office, Financial Year
+
+1. The Association is registered as Mixxx e.V.
+2. The registered offices are located in Berlin. If no fixed office is 
+   established, it will be managed from the residence of the Board member 
+   acting as general manager.
+3. It is listed under the appropriate register in the District Court’s 
+   Register of Associations.
+4. The financial year is the calendar year.
+
+## 2. Purpose of the Association
+
+1. The Association’s purpose is explain the basics in digital DJ-ing to 
+   beginners and educate software developemen students and other interested in 
+   digital sound processing and online colaboration. For this pupose we 
+   promote and distribute free and open source DJ software, particularly 
+   "Mixxx". This gives the equality of opportunity in starting with dgital 
+   DJ-ing in bedrooms, school parties and up to professional applications. In 
+   addition it allows free exchange of knowledge, for education, science and 
+   research. The Association does not suplly the music played with it's 
+   distributed software, the user takes all responsabilities about the rights 
+   of played music.
+2. The articles aim to:
+   1. Distribute Mixxx as a free and open source software
+   2. Distribute Manuals and Guides
+   3. Organize user support and education 
+   4. Mentor students during interneships for learning software development.
+   5. Maintaining the development infrastructur for easy code access
+3. Amendments to the association’s purpose may only be made in accordance with 
+   §3(1).
+
+## 3. Non-profit Association
+
+1. The Association’s activities are exclusively non-profit according to the 
+   the criteria for tax-privileged entities in accordance with German Tax 
+   Regulations. Its activities are for the common good and not for profit.
+2. Financial means may only be used for purposes stipulated in the Articles of 
+   Association. Members are reimbursed for expenses but do not receive direct 
+   benefits from the Association’s funds.
+3. It is not permitted to favor someone through association expenditures that 
+   do not serve the association's purpose or are disproportionately high.
+
+## 4. Types of Membership and Members of the Association
+
+1. Membership is open to natural persons and legal bodies supporting the 
+   association's aims. Membership types include:
+   1. Active members: Natural persons actively supporting the Association’s 
+      purpose and aims.
+   2. Extraordinary members: Natural persons and legal bodies supporting the 
+      Association’s aims but without voting rights.
+   3. Supporting Members: Extraordinary members primarily supporting through 
+      financial or material contributions.
+2. Active membership is granted upon suggestion by the General Assembly or 
+   through an internet vote of the active members. Criteria include long-term 
+   commitment and ontributions.
+3. Membership terminates due to exit, expulsion, death, or loss of legal 
+   status. Written requests for termination must be submitted at least 4 weeks 
+   prior to December 31st.
+4. Expulsion may occur due to serious violations or non-payment of fees over 
+   12 months. Members must be given the opportunity to justify their actions
+   before expulsion. The final decision is done by the General Assembly or 
+   through an internet vote of the active members.
+5. Members leaving the Association or if the Association is liquidated do not 
+   have a right to reimbursement for contributed assets.
+
+## 5. Organs of the Association
+
+- The General Assembly
+- The Board
+
+## 6. General Assembly
+
+1. The General Assembly consists of all active members, each with one vote.
+2. It takes place at least once a year, with invitations sent at least six 
+   weeks prior.
+3. An extraordinary General Assembly may be called if requested by at least 
+   20 % of active members. 
+4. The General Assembly has a quorum if the invitation was submitted in proper 
+   form.
+5. A 3/4 majority of votes is required to amend the Articles of Association or 
+   decide the liquidation of the Association.
+6. Active members unable to attend may be represented by another member with 
+   written authorization.
+
+## 7. Duties of the General Assembly
+
+1. The General Assembly is the highest decision-making organ and is
+   responsible for all duties unless otherwise assigned.
+2. It elects the Board and can deselect board members.
+3. It decides on member expulsion objections.
+4. It receives the Board’s annual report and auditor’s report, and discharges 
+   the Board’s responsibilities.
+5. It decides on amendments to the Articles of Association and liquidation of 
+   the Association.
+6. It presents annual accounts and reports, and appoints auditors.
+7. It decides on purchases, sales, investments, and raising loans.
+
+## 8. The Board
+
+1. The Board consists of the Chairman, the Second Chairman, and the Treasurer 
+   elected for a 3-year term.
+
+   TODO: Define the role responsibilities. 
+2. The Board’s duties and meeting procedures are stipulated in the by-laws.
+3. The Board decides on all matters unless a General Assembly decision is 
+   required.
+4. Each Board member has the right to represent the Association.
+5. Provisional board members are appointed in case of a vacancy until the next 
+   General Assembly.
+6. The Board can appoint a full-time director to manage current affairs.
+7. The director participates in General Assemblies and Board meetings.
+8. The Board can amend the Articles of Association for formal reasons as 
+   required by authorities.
+
+## 9. By-Laws
+
+The by-laws govern all details of the Association’s activities not covered in 
+the Articles of Association. The Board implements the by-laws following active 
+member approval.
+
+## 10. Meeting Minutes
+
+All decisions by the Board and General Assembly are documented in writing and 
+available for members’ perusal.
+
+## 11. Internet vote
+
+The Association may conduct votes via the Internet. An Internet vote is valid 
+after an announcement via email or messenger, and if a quorum of at least 
+50% of the active members participates. The voting period must be at least two 
+weeks after announcment to ensure that members have sufficient time to cast 
+their votes.
+
+## 12. Labour Agreements
+
+The Board regulates remuneration for full-time employees in the by-laws.
+
+## 13. Financing of the Association
+
+1. The Association is funded through membership fees, public contributions,
+   donations, and other financial contributions.
+2. Membership fees are decided by the General Assembly or through an internet 
+   vote of the active members.
+3. In case of dissolution or liquidation, all assets will go to a suitable non-
+   profit organization for non-profit purposes.
+
+## 14. Data Protection in the Association
+
+1. In order to fulfill the purposes and tasks of the association, personal data
+   of the members are processed in compliance with the provisions of the EU 
+   General Data Protection Regulation (GDPR) and the Federal Data Protection 
+   Act (BDSG).
+2. The organs of the Association and other persons working for it are 
+   prohibited from processing personal data or or making it accessible to 
+   third parties, without authorization for purposes other than the respective 
+   task. This obligation also applies after the above-mentioned persons have 
+   left the Association.
+
+## 15. Inception of the Articles of Association
+
+These Articles of Association came into effect following a General Assembly 
+decision and replace any previous Articles effective since their date of 
+establishment.
+