Overte e.V. Articles of Association

Explaination of Terminology

Under these Articles of Association we consider computer programs as free software, or “open source software”, which the originator puts into the public domain free of charge and in an irretrievable manner. In doing so, the originator allows others the freedom to use the program for any purpose, to study how the program functions, 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.

Developing free software in the sense of these Articles of Association consists of research and compilation of basic principles and concepts as well as their test by programming and test of free software which implement such concepts and basic principles.

“Overte” is a graphical environment containing not only the infrastructure for programs but also user programs, including sounds, pictures, documents and translations. It is being developed as free software and is made available to the general public free of charge.

The term “Social-VR” describes a digital three-dimensional environment that its users can use to interact with each other close to reality.

§ 1 Name, Registered Office, Financial Year

(1) Name, Register

The name of the association is “Overte”. It should be registered with the association register. It incorporates the legal form addition “e.V.” into its name after registration.

(2) Financial Year

The financial year is the calendar year.

(3) Registered Office

The Association’s registered offices are located in Paderborn.

§ 2 Purpose of the Association, Non-profit Association

(1) Tax-privileged purposes

The activities of the Association are exclusively and directly limited to non-profit activities as stipulated in section „Steuerbegünstigte Zwecke„ in the “Abgabenordnung”.

(2) Specific purpose

The Association’s purpose is the promotion and distribution of free Social-VR software in terms of free software, and the program package “Overte” in particular, to promote the free exchange of knowledge and equality of opportunity in accessing software as well as education, science and research.

(3) Measures

The aim of the articles of association is to promote:

  1. education, exchange of opinions and cooperation between users, developers and researchers

  2. research and debate on the impact of free desktop software and the notion of free software on society and science

  3. continuous development and research into free Social-VR software

  4. enhanced access to free Social-VR software, supporting pictures, sounds, 3d-models, data and documentation and the compilation and distribution of relevant material

  5. contributions and articles providing competent information to the public within the association’s field of activity and presence at trade fares and congresses, making information available to a broad spectrum of users.

  6. providing educational institutions with consultation and support towards implementing free Social-VR software

(4) Non-profit association

The activities of the Association are exclusively and directly limited to non-profit activities and are for the common good and are not pursued primarily for the purpose of profit making. Resources of the association are only to be used for purposes in line with the articles of the association. It is not permitted to favour somebody through association expenditures, which do not serve the associations purpose or are disproportionately high.

§ 3 Acquisition of Membership, Membership Fees

(1) Types of Members

Any natural person or legal body may become a member. Legal bodies chose a representative to exercise the remaining rights and duties.

The general assembly names honorary members. Honorary members are except from membership fees. They hold one vote in the general assembly.

Supporting members are natural people or legal bodies that support the associations purpose and goals especially through financial or material contribution. They may attend the general assembly but may not vote.

Pseudonym members are members whose real identity is only known by the board. The board commits to keeping their real identity secret. They hold one vote in the general assembly. They will only be granted membership under special circumstances. Such circumstances include

  • known negative attitude of the members employee towards the association or its goals;

  • fear of persecution.

(2) Aquisition

A membership application is to be filed written or via E-Mail towards the board. The board decides over the admission with free judgement. The applicant has to be notified of a negative decision. The applicant may file a complaint against the decision. The written complaint is to arrive at the board within one month after access to the negative decision notification. The next ordinary general assembly will decide over the complaint.

(3) Fees

Members pay an annual fee. The size and the due date of the fee is decided by the general assembly.

§ 4 Membership Termination

(1) Reason

The membership ends

  • with natural people through their death or loss of their legal capacity;

  • with legal bodies through loss of their legal capacity;

  • through resignation;

  • through exclusion.

(2) Resignation

A members resignation may be sent to the board in written form or via E-Mail. The resignation is only possible within a deadline of one month towards the 31th December of a financial year.

(3) Exclusion

A member may be excluded from the association by the board, if an important reason makes the continuation of the membership seem unreasonable towards the association or its members.

Such an important reason is specially, when the member did not pay their membership fee for longer than six months despite warning, or when the member acted grossly repugnant towards the associations interests.

The member gets an opportunity to a hearing before being excluded.

The member may contact the next ordinary general assembly since arrival of the exclusion statement which will make a final decision.

(4) Duties of Members

Members acknowledge the associational code and other association rules by applying for membership. Members are obliged to support the goals and interests of the association and to follow decisions and orders of the associations organs.

Members are obliged to communicate the board their postal address and email address as well as inform the board about any change of their name or address.

§ 5 Organs of the Association

The associations organs are

  • the general assembly and

  • the board.

§ 6 The Board

(1) Count of Boardmembers

The board consists of a minium of 3 and a maximum of 7 people, only natural people can be part of the board.

The board elects a chairman and two deputies out of its own members. One of the deputies is the treasurer.

(2) Authorisation of representation

Each board member is authorized to represent. Board members may be exempt from the limitations of § 181 BGB if decided by the general assembly.

(3) Duties

The board decides about all matters pertaining to the association, unless a decision of the General Assembly is required.

Above that, the board has the following duties:

  • Preparation and convocation of the general assembly; Planning the agenda;

  • Implementing the decisions taken by the general assembly;

  • Accounting;

  • Creation of a budget plan; annual financial statements, and the annual report;

  • Close and terminate contracts;

  • Exercise its right of instruction towards employees;

  • Decision over acceptance and exclusions of members;

  • The board may change the articles of association according to demands by the German “Vereinsregister” or relevant German “Finanzbehörde”.

Internally applies: The board may not decide over:

  • purchase, sale, and burden of real estate,

  • the financial participation in companies, and

  • taking out loans above EURO 10,000.-. This is reserved to the general assembly.

(4) Election

The board members are elected by the general assembly for the duration of one year. Valid candidates are members only. Reelection is possible. The board members are elected by the general assembly for each to be occupied seat in separate votes. During each vote, each member has one vote per candidate. Once the minimum number of board members is elected, each following vote gains the additional option to vote for leaving the seat unoccupied.

The incumbent board members stay in office even after their term of office has ended until their successors are elected.

If a board member retires before their term of office ends, the remaining board members may co-opt a replacement member until the next general assembly. A maximum of two board members may be co-opted.

(5) Compensation

The board members may be compensated appropriately for their work. The compensation for time spent requires the reason and amount previously decided by the general assembly.

(6) Decision making

The board makes its decisions in a board meeting that is summoned by the chairman or by one of their deputies in case the chairman is unavailable. A notice period of one week is always to be followed.

The board meetings may be held virtually. The virtual board meeting happens inside the Overte software or alternatively through video or telephone conference.

The board is quorate if at least three board members including the chairman or one of his deputies are present. A majority vote is used for decision making. In case of a draw the chairmans vote decides.

(7) Limitation of liability

The board members are only liable for deliberate or grossly negligent behavior. The association will remove a board members liability towards third parties as long as the board member didn’t act deliberate or grossly negligent.

§ 7 Financial audit

The general assembly elects an auditor for the duration of one year. Board members cannot be elected as auditors. Reelection is allowed. The audit will be skipped if no auditor is found.

Auditors are to check the associations accounts, books and receipts objectively and arithmetically at least once per fiscal year and are to file reports towards the board.

The auditor reports their findings to the general assembly and requests to exonerate the treasurer and remaining board members if they did their accounting properly.

Auditors work conscientious and impartial and obliged to secrecy.

The board is obliged to supplying the auditor with all needed documents and information.

§ 8 Ordinary General Assembly

(1) Frequency

The general assembly takes place at least once a year.

(2) Real-world assembly and virtual assembly

The general assembly may be held in real-world or virtually. To real-world assemblies all participants of the general assembly meet in one place. The virtual general assembly happens within the Overte software or alternatively through video or telephone conference.

A combination of present and virtual assembly is possible, through allowing members to participate using video or telephone conference.

The board decides over the type of assembly and conveys this through the assembly invitations. If the board invites to a virtual assembly, it shares the data needed to attend it at least one hour before the assembly via E-Mail.

(3) Summoning and agenda

The convocation of the assembly happens written or via E-Mail trough the board at least two weeks before the assembly. The convocation includes the assemblies agenda. The deadline starts at dispatch of the invitations. The invitation is considered received if it is addressed towards the last address given the organization by the member.

Requests to add to the assemblies agenda can be proposed by every member. They need to have arrived at the board via post or E-Mail including the requests reasoning a week before the assembly. The assemblies leader has to announce the addition to the agenda at the start of the assembly.

(4) Quorum

The general assembly is quorate regardless of the amount of participants.

(5) Decision making

Decisions are accepted by a simple majority of all submitted votes; the chairmans vote decides during a draw. Abstention from voting counts as not submitted vote.

To change the articles of association or to dissolve the association a majority of 2/3 of submitted votes is necessary.

Every member has one vote. Voting rights may only be exercised in person or by another member through a written power of attorney.

The decisions of the assembly are to be recorded. This log is to be signed by the assembly leader and the record keeper.

(6) Election

The following is true for elections: If a candidate doesn’t reach the majority of submitted votes, another vote stakes place between the highest voted candidates.

(7) Duties

The general assembly is responsible for:

  • the election and recall of board members;

  • the election of the financial auditor;

  • approval of the budget plan submitted by the board towards the next financial year;

  • receiving the annual report and relieving the board;

  • setting the amount and due date of the yearly membership fee (possibly outsourced into a fee regulation)

  • the decision over changes to the articles of association and the disbandment of the association.

(8) Assembly management

The assembly is lead be the chairman, or by his deputy or the treasurer if unavailable. If no board member is present, the assembly will select an assembly leader through simple majority vote. The assembly leader decides selects the record keeper.

§ 9 Extraordinary General Assembly

An unordinary assembly takes places if required by the associations interests or if 1/5 of members propose it towards the board in written form including their reasoning.

§ 10 Disbandment of the Association

If the association is disbanded or loses its tax-privileged purpose, all assets owned by the association go towards the K Desktop Environment e.V. that may use those assets only towards charitable and ecclesiastical causes.