Mixxx e.V. Articles of association

[daschuer]

This is a draft of a possible Mixxx e.V.

[JoergAtGithub]

Berlin? Is this a placeholder?

[daschuer]

It is located in the district of the lawyer that will do the registration for us. We still need one.

[JoergAtGithub]

Suggested change

	6. Active members unable to attend may be represented by another member with written authorization.
	6. Active members unable to attend may be represented by another active member with written authorization.

[Swiftb0y]

whats the criteria for a member to be considered active?

[Holzhaus]

It's defined in 4.1.1, but I suggest that we call it "ordinary member" instead to avoid this kind of ambiguity and confusion.

[Holzhaus]

@JoergAtGithub I don't understand your suggestion. If you're an active member and cannot participate, why should you name another active member to participate on your behalf? That member may already participate on its own, so it would be a bit pointless. Or would this member then have 2 votes?

Is there a specific reason why an active member is not allowed to name an extraordinary/supporting member as stand-in?

[JoergAtGithub]

Yes, than this active member would have two votes.

I want to ensure, that we can not loose control over the e.V. - a project like Mixxx will not work, if the end users vote what the developers have to do.

[Swiftb0y]

I think we all pretty much either agree or don't particularly care about the fine details of the satzung. I'm much more interested in what the next steps are we would have to take to transform this document into a legal entity.

[Holzhaus]

"other financial contributions" is kind of handwavy, does this need to be defined further or do you think this suffices?

Also, should we add here that the association is non-profit and any revenue (e.g. from selling merchandise) shall be used in accordance with article 3.2? Or is that clear anyway?

[daschuer]

I have no idea. The good thing is that all this has been started from the original KDE.eV Satzung (see git log).
That dos not mean we can't improve it. So go ahead ..

[Holzhaus]

Let's use "Ordinary Member" (de_DE: "ordentliches Mitglied"), it's less ambiguous. Also, 'ets clarify the difference between 2 and 3:

Suggested change

	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.
	1. Ordinary members: Natural persons supporting the Association’s purpose and aims with full voting rights.
	2. Extraordinary members: Natural persons and legal bodies supporting the Association’s aims. These members have the right to participate in the General Assembly, but do not have voting rights.
	3. Supporting Members: Extraordinary members primarily supporting through financial or material contributions, without the right to participate in the General Assembly.

[Holzhaus]

Suggested change

	2. It takes place at least once a year, with invitations sent at least six weeks prior.
	2. It takes place at least once a year, with invitations sent to all ordinary and extraordinary members at least six weeks prior.

[Holzhaus]

Written requests for termination must be submitted at least 4 weeks prior to December 31st.

Can people only leave by the end of the year? Otherwise I don't think this rule makes sense. What do you think about this:

Suggested change

	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.
	3. Membership terminates due to withdrawal, expulsion, death, or loss of legal status. Withdrawal from the association shall take effect at the end of the following calendar month in which the declaration of withdrawal was submitted.

[Holzhaus]

Just to make sure: We do not want an arbitration comittee (de_DE: "Schiedskomission") that decides about internal conflicts (e.g. when a member is expulsed) and we also do not want an audit comittee (de_DE: "Revisionskomission") that checks the spending of funds by the EB?

[daschuer]

It all depends on people which are willing to take the job. For now I have only added the bare minimum. The rest is done by a voting during the General Assembly or an internet vote.

Feel free to add suitable paragraphs that may lint future conflicts.

[Holzhaus]

Not saying we need it, the general assembly might suffice. Just wanted to point it out.

[daschuer]

I think we all pretty much either agree or don't particularly care about the fine details of the satzung. I'm much more interested in what the next steps are we would have to take to transform this document into a legal entity.

• The current core team become active members.
• We need to assign the roles of Chairman, Second Chairman, and Treasurer. And check out if a majority support them.
• We need to tasks and rights to these roles
• We need to define the process for the General assemblies.
• How to manage members and protocols
• We need to find a lawyer that helps us becoming a non profit.
• Than do our first general assemblies
• Done

[daschuer]

I agree that this is nicer than doing it by board decision. But does this mean we may not grant membership without a general assembly meeting? (that would be okay for me, just want to check I understood this correctly)

This bugged me as well. I have now added the internet vote option. This describes pretty much our current way of doing it which works good. The General Assembly is probably a bit heavy for it. As an e.V. we need to do it "right" with a protocol in German language and so on.

[Holzhaus]

Suggested change

	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.
	research.

Remove? I don't think this belongs in this document.

[Holzhaus]

I agree that this is nicer than doing it by board decision. But does this mean we may not grant membership without a general assembly meeting? (that would be okay for me, just want to check I understood this correctly)

This bugged me as well. I have now added the internet vote option. This describes pretty much our current way of doing it which works good. The General Assembly is probably a bit heavy for it. As an e.V. we need to do it "right" with a protocol in German language and so on.

On second thought, the "ordinary membership granted by general assembly" is not an issue.

What is the difference between the active/ordinary membership and the other membership types? It's the voting right in the general assembly. So there is no point in granting this kind of membership between GAs because it does not make a difference. Hence it suffices to let the GA grant ordinary membership, no need for a special rule/meeting/vote.

For the supporting (and maybe also the extraordinary) membership could just be granted by the EB.

Also, instead of a distinct internet vote I suggest to add this: #8 (comment)
Then we follow a hybrid approach for general assembly, so that people have the opportunity to participate and vote via internet as well. Let's keep it simple and not introduce a separate "internet vote" organ outside of the GA.

[Swiftb0y]

?

[daschuer]

🎉 I have received a letter from my tax officer with a confirmation that the Satzung will be accepted as a non profit e.V. :-)

[daschuer]

Aleix Pol, KDE e.V. President, has confirmed that they are happy to fill the successor role if it comes to it.

[Eve00000]

Hi all,
I did put a reminder in my calendar, did the lawyer give any news about the eV Aoa yet?

[daschuer]

I have now found a Notar she is willing to do the registration progress. She has also commented this article of association.
An open point is the question if the e.V. is protected form copyright law suits regarding the contributors copyright and regarding copyright infringements users can do with Mixxx. I have ask some Lawyers for an advice but without a responds yet.

[Eve00000]

Thank you for the update.
Indeed, becoming a legal entity is also opening Pandora's box (you know the expression 😄), legal entities can prosecute and be prosecuted. But there's a common idea in (US) law: "guns don't kill, people do".
Concerning contributors copyright: there are different rules all over the world, German law should be quiet equal to Belgian law (through European law), so that means 'very complicated'

[daschuer]

Notary comments:

For the foundation of an association I recommend the following links :

https://verein-gruenden.notar.de

https://www.bmj.de/DE/service/formulare/muster_vereinsrecht/muster_vereinsrecht_node.html

Here you will find information or sample articles of association/protocols.

With reference to the formation by telephone conference, this should be possible in accordance with § 32 (3) BGB. It is only important to record in the minutes that all members give their consent to hold the general meeting by telephone. If it is generally possible for general meetings to be held via virtual or electronic communication, it is advisable to include this in the articles of association in order to avoid the need for the consent of all members.

As soon as you have completed the general meeting, you are welcome to send the documents to me by e-mail. So that the draft of the association register application can be prepared.

The following data is required from the board members:

Name,
date of birth and
place of residence.

[daschuer]

“Name, registered office and financial year” of the association's articles of association, Section 57 (1) BGB states that the association must be entered in the register of associations. Furthermore, an association must have a fixed registered office. If the following sentence only refers to the association's address, this should be defined more precisely: “If no fixed office has been established, the administration shall follow the place of residence of the respective board member who is responsible for the management.

[daschuer]

The board” it is recommended to increase that each board member may represent individually.

[daschuer]

The certification of the resolutions is missing in accordance with § 58 No. 4 BGB. Who signs the minutes of the general meeting?

[daschuer]

After the founding meeting, the sentence should be amended or supplemented as follows: “These articles of association come into force with the resolution of the general meeting of date.”

[daschuer]

Review changes are incorporated. Time for Schedule a meeting.

[Eve00000]

Thank you for your work @daschuer.
I've read all changes and did not found a mistake.

[Swiftb0y]

couple typos