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Meta:stragegy/Proposal of statutes of the Association LibreDictionary

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[The following was moved here from Meta:strategy --InfoCan 01:17, 2 April 2012 (CEST)]

Contents

Proposal of statutes of the Association LibreDictionary[edit]

Please correct the mistakes and make additions directly in the text, comment under each article, but if you propose an new redaction of an article, make your proposal below the previous proposal without deleting it. If you propose completely different statutes, write them below the present proposal. --Fiable.biz 11:36, 11 October 2011 (UTC)

Title I: Generalities[edit]

Article 1.1: Goal[edit]

An association called 'LibreDictionary' is founded between the following:

...

It is aimed at maintaining, providing, developing and promoting a multi-purpose multilingual dictionary on internet according to the share-alike principle, meaning that anybody have the right to copy, modify and distribute both the content of the dictionary and its program, under the condition that he grants all people similar rights.--Fiable.biz 11:38, 11 October 2011 (UTC)

Comment: "Omegawiki" is already a brand (even if not registered) so we cannot use it without explicit permission. --Fiable.biz 11:36, 11 October 2011 (UTC)

Article 1.2: Location[edit]

The association headquarters are located in…
This location can only be changed by qualified majority of a general assembly. Nevertheless, in case of serious necessity or danger so urgent that the next general assembly cannot reasonably be waited for, the board can move temporarily the association headquarters, including to another country, and, in such a case, the president has to submit the matter to the next general assembly, even if the headquarters has meanwhile been relocated to the previous place.
In moving the association headquarters, even in emergency, the extend to which the relevant laws (or translations of them) in force in the old and the new places are publicly and freely available in English on the world wide web is considered with much attention. --Fiable.biz 11:57, 16 October 2011 (UTC)

Title II: Members[edit]

Article 2.1 Right to become member[edit]

Any adult person or legal entity who paid the required subscription and is not under an expulsion decision is member of the association. --Fiable.biz 10:48, 30 October 2011 (UTC)

Article 2.2: Legal entity members[edit]

Legal entities can get as many membership rights in the association as half the number of members they have. (In case their number of members is odd, the limit is the higher integer number less than the half.) Their obligations and rights are multiplied by the number of membership rights they have. Nevertheless, they rights to vote is limited according to article 4.1.

For the present article, the members of a multiparty democratic country are its citizens, the number of members of a one-party or non-democratic country is considered to be one. The members of a multiparty democratic local authority are the people having right to vote for it, the number of members of a one-party or non-democratic local authority is regarded to be one. A country is regarded to be democratic if at least half of the adult human beings living within its boundaries have, de facto, the right to elect, directly or indirectly, either the head of the State, the head of the government or more than half of the legislative body members. A local authority is regarded to be democratic if at least half of the adult human beings living within its boundaries have, de facto, the right to elect, directly or indirectly, either the head of the authority, the head of its executive body or more than half of its main decision-making council, and if the adult human beings living within its boundaries having the right to vote hold, together, more than half of all the rights to vote in such an election. A country or a local authority is regarded to be multiparty if at least 3 parties are allowed to propose candidates in the above mention election(s). Any other country or local authority is treated as one-party.

A mere administrative division cannot get more than one membership right, and cannot get any at all if not a legal entity.

The members of a company are its owners or shareholders. In case their number is not known, a lower estimate is used for the purpose of the present article. In case even an estimate is not available, only the ascertained number of shareholders is taken into account.

If a legal entity refuses to write the number of its members, the latter is regarded as equal to the proved number of members. --Fiable.biz 12:34, 14 December 2011 (UTC)

Title III Authorities[edit]

Article 3.1 The different authorities[edit]

The rule-making body of the association is its general assembly. The executive authorities of the association are its president and board. The arbitration body of the association are its conciliator and conciliation council. The rule-making authority and the executive authorities can delegate explicitly, for a limited time, a limited part of their own prerogatives to any other rule-making or executive authority, or to a sub-authority they create or have created, except in the case a competent authority explicitly forbids to do so. The purpose of such delegations has to be written and well defined. The period of such delegation and the delegated prerogatives must be written and as well defined as possible. --Fiable.biz 10:48, 30 October 2011 (UTC)

Title IV The general assembly[edit]

Article 4.1: The rights to vote in the general assembly[edit]

All members of the association can be members of the general assembly. They rights to vote in the general assembly is determined according to the following algorithm, for which the figures to be taken into account are those known by the secretary 5 days before the general assembly, whether the concerned legal entities and natural persons are known or unknown to be present or not at the general assembly.
a) At this step, the number of rights to vote of any legal entity is the highest number among the number of its rights in the association and 10% (ten percent) of the total memberships rights of all the members.
b) Let r be the ratio of the total number of rights to vote of all the legal entities together as resulting from a), divided by the total membership rights of all members as resulting from a). If r is more than 45%, then, at this step, the number of rights to vote of any legal entity is the highest integer smaller than (45%/r × its number of rights as resulting from b)). If r is equal to or less than 45%, then the number of rights to vote of any legal entity is unchanged from a) if it is an integer, and set to the highest smaller integer if not.
c) Any member whose number of rights to vote as resulting from b) is less that one gets one right to vote. Any member natural person having paid the required subscription has one right to vote.
--Fiable.biz 12:34, 14 December 2011 (UTC)

Comment: this calculation, admittedly a bit complicated, is aimed at finding an equilibrium between legal entities and individuals inside the association. In any of the 2 kinds are under-represented, they would be discouraged to participate effectively. --Fiable.biz (talk) 12:48, 29 January 2013 (CET)

Article 4.2: Convocation[edit]

The general assembly is convoked by the president at least 20 days in advance in writing. In case of emergency, this delay can be reduced to 7 days, except for the annual ordinary general assembly. The convocation must mention the place, date, time and agenda of the assembly. It is for the members to inform the secretary of their new address postal or electronic address in writing. The president convokes an ordinary general assembly once a year. --Fiable.biz 12:34, 14 December 2011 (UTC)

Article 4.3: Quorum[edit]

The ordinary general assembly is lawfully constituted by at least one fifth of the association members who have paid the required subscription. If there was not the quorum, a new assembly is convoked at least 8 days later. It will be allowed to deliberate whatever be the number of present and represented members. --Fiable.biz 12:34, 14 December 2011 (UTC)

Article 4.4: First agenda[edit]

The convocation to the general assembly must include the matters to be discussed and the texts (motions) to be put to the vote, as decided by the board. The board cannot modify it later. If, before he sent the convocation, the president has received from association members valid requirements for votes or discussions, according to the procedure described in article 4.5, he has to include them in the convocation and make it clear who required them. --Fiable.biz (talk) 10:39, 27 December 2012 (CET)

Article 4.5: Additions to the agenda[edit]

For any general assembly, any member of the association has as many rights to add matters to be discussed or motions to be put to the vote as one third of his rights to vote in the said assembly. Members of the association can join these rights to use them. These rights cannot be split into pieces smaller than one third. The compulsory debate preliminary to any vote doesn't need to be asked for by the member(s) requiring the vote, and doesn't need the use of any extra right to put a matter to discussion. Except if otherwise stated in article 4.6, agenda requirements have to be provided in writing to the president at most 6 months and at least 3 hours before the general assembly, must be signed and include the name of the members supporting it, and can be provided for even before the assembly convocation has been sent. Requirements can be sent to the president by e-mail. --Fiable.biz (talk) 10:39, 27 December 2012 (CET)

Article 4.6: Special additions to the agenda[edit]

As exceptions to article 4.5, requirements regarding votes about the association statutes have to be provided at least 3 weeks before the general assembly, and requirements about discussions and/or votes about the dismissal of the president, any member of the board, the conciliator or any counsellor may by provided even during the 3 hours preceding the general assembly and even during any general assembly. --Fiable.biz (talk) 10:53, 27 December 2012 (CET)

Article 4.7: Censure motions[edit]

Motions regarding the dismissal of the president, a board member, the conciliator or a counsellor must have an individual, not collective scope. A censure motion against the president or a requirement to discussion about it are to be raised to the conciliator rather than to the president, and, during the time regarding it, the conciliator chairs the assembly in place of the president. --Fiable.biz (talk) 10:39, 27 December 2012 (CET)

Article 4.8: Votes order[edit]

When several votes have to be proceeded to during a general assembly, they are taken in the following order of decreasing priority:

  1. votes to modify the statutes of the association,
  2. other non-personal votes,
  3. dismissal of the president,
  4. dismissal of board members,
  5. dismissal of the conciliator,
  6. dismissal of conciliation counsellors,
  7. election of the president,
  8. election of the treasurer,
  9. election of the conciliator,
  10. election of the vice-president(s),
  11. elections of board members,
  12. elections of conciliation counsellors.

Nevertheless, if a dismissal motion is raised during the assembly after the time such a vote should have been proceeded to, the vote is taken immediately and, if the dismissal motion is adopted and the time the successor should have been elected has also passed, then the vote is also taken immediately. --Fiable.biz (talk) 13:02, 29 January 2013 (CET)

Article 4.9: Vote procedure[edit]

Any vote must be preceded by a debate. Except if the present statutes state it otherwise, the general assembly votes by simple majority. The personal ballots are secret, the other ones are public. Nevertheless, if the association have less than 100 members and it proves difficult to organise secret ballots, the board may decide that even the personal ballots will be public. --Fiable.biz 11:41, 17 April 2012 (CEST)

Article 4.10: Qualified majority[edit]

When the statutes require a qualified majority, it means at least 3/5 of valid votes. --Fiable.biz (talk) 02:00, 21 January 2013 (CET)

Title V: The president[edit]

Article 5.1: Role[edit]

The president is the chairman of the board and the general assembly. He represents the association outside. He leads the legal actions of the association. He is able to take any decision of executive nature than is not explicitly conferred to an other body by the present statutes, by by-law approved by the board or the general assembly, nor by any specific decision of the general assembly or the board. The president prepares and convokes the meetings of the general assembly and of the board, promulgates any modification of the present statutes decided in conformity with these statutes, and any rule of general nature decided by the general assembly or the board. --Fiable.biz 10:17, 17 April 2012 (CEST)

Article 5.2: Election[edit]

The president is elected for 3 years, renewable once, by the general assembly, in a two-round election, according to the rules described in title IV. Only member natural persons can be elected. It's not required to be candidate to be elected. In the second round, which takes place in case nobody overpassed 50% of the valid votes, are only taken into consideration the votes for the 2 people having obtained the most number of votes in the first round. In case the elected candidate refuses his charge, another two-round election takes place immediately. The president can be dismissed by any general assembly even if this is not on the assembly agenda. After 2 consecutive terms, he must not having been president during at least one year to be eligible again. The new president takes office immediately after the general assembly. --Fiable.biz 11:33, 17 April 2012 (CEST)

Article 5.3: Case of defection[edit]

In case the president defects, the board has to recognise it officially in writing. Then, if there is a vice-president, he becomes president up the the end of the defected president's term. If there is no vice-president, the board chooses someone among the association members, to be president up to the end of the defected president's term. --Fiable.biz (talk) 13:07, 29 January 2013 (CET)

Title VI The board[edit]

Article 6.1: Role[edit]

The board is the executive body of the association. The president has to implement its decisions as far as they are of executive nature. It chooses the president (in case there is no vice-president) and vice-president in case of vacancy. --Fiable.biz 11:39, 17 April 2012 (CEST)

Article 6.2: Members number[edit]

  • If the members of the association are less than 10, all members of the association are automatically members of the board, except if, before the general assembly, a member of the association expresses in writing his refusal to be member of the board for the term to come. In case of such a refusal, the members of the board are 5, but the general assembly can decide otherwise.
  • If the members of the association are at least 10 but less than 100, then the members of the board are seven.
  • If the members of the association are at least 100 but less than 1000, then the members of the board are nine, including a vice-president.
  • If the members of the association are at least 1000, then the members of the board are eleven, including a vice-president.

The date to be taken into account for the number of members here mentioned is the 1st of January preceding the general assembly. Any change of the number of association members has no effect up to the next ordinary general assembly. If the number of association members falls below one of these thresholds, this doesn't put an end to the terms of already elected members of the board, even if the resulting size of the board is higher than this article makes provision for.

Even if not required by the present article, the general assembly or the board can decide one or several vice-presidents will be elected by the general assembly. --Fiable.biz 02:27, 17 December 2012 (CET)

Article 6.3: Electiosn of the treasurer and the vice-president[edit]

The rules applying to the president elections also apples to the treasurer and the conciliator and to the election of the vice presidents if any. --Fiable.biz (talk) 13:16, 29 January 2013 (CET)

Article 6.4: Election of the other board members[edit]

This article doesn't apply in the case where, according to article 6.2, all members of the association are members of the board.

The general assembly elects all the members of the board other than the president, treasurer and vice-presidents the following way: each voter gives a list of name(s) of his choice. Juridical persons can be voted for. Non-candidates can be voted for. The list of names must contain at most the number of seats to be provided for. The members obtaining the most votes are elected, in number equal to the number of seats to be provided for.

In case elected people refuse the charge, the next people by order of received votes are declared elected.

In case of equality of votes number for the last seat or the last seats, such that one or more members of the board cannot be chosen by the vote, the people who have obtained enough votes to be elected are declared such and another round takes place only to determine which of the people having got equal votes will be elected. In this round, any name outside these people having got an equal number of vote will not be taken into consideration.

--Fiable.biz 02:31, 17 December 2012 (CET)

Article 6.5: Case of defection[edit]

In case a member of the board defects, the board has to recognise it officially in writing. He is not replaced before the next general assembly. Nevertheless, if more than half of the members of the boards defected, the president has to convoke a general assembly to replace them. --Fiable.biz 01:56, 11 December 2012 (CET)

Title VII: The conciliator[edit]

Article 7.1: Role[edit]

The conciliator tries to solve peacefully conflicts arising between the bodies and members of the association when asked to do so. He chairs the conciliation board. In case the association has less than 100 members, he also fulfils the rights and duties of the conciliation board. --Fiable.biz 02:24, 4 December 2012 (CET)

Article 7.2: Election[edit]

The conciliator is elected according to the same rules as is the president, described in paragraph 5.2. The function of conciliator is incompatible with the functions of president and member of the board. --Fiable.biz 02:10, 14 December 2012 (CET)

Article 7.3: Relationship with the executive authorities[edit]

The conciliator can be invited by the board and can expressed his opinion there if invited to do so, but has not the right to vote in the board meetings. Moreover, the conciliator is free to address officially his suggestions to the president or to the board in writing whenever he wants. He can also discuss orally or in writing with any member of the association. The conciliator has access to all documents of the association, including the drafts. --Fiable.biz 02:10, 8 December 2012 (CET)

Title VIII: The conciliation council[edit]

Article 8.1 Role[edit]

The conciliation council proposes ways to solve peacefully conflicts arisen inside the association. The full council treats of major conflicts. A conflict is considered as major if any of the council itself, the president of the association or the conciliator decide so. In other matters, the conciliation council can help the conciliator. Moreover, the council or the conciliator can put one or several members of the council in charge of a given non major matter, or of an aspect of a major matter. --Fiable.biz 02:21, 14 December 2012 (CET)

Article 8.2 Members number[edit]

  • If the members of the association are less than 100, the conciliator plays alone the role of the conciliation council.
  • If the members of the association are at least 100 but less than 1000, then the members of the conciliation council are three, including the conciliator.
  • If the members of the association are at least 1000, then the members of the board are five, including the conciliator.

The date to be taken into account for the number of members here mentioned is the 1st of January preceding the general assembly. Any change of the number of association members has no effect up to the next ordinary general assembly. If the number of association members falls below one of these thresholds, this doesn't put an end to the terms of already elected members of the conciliation council, even if the resulting size of the council is higher than this article makes provision for. --Fiable.biz 03:48, 15 December 2012 (CET)

Article 8.3 Election[edit]

This article doesn't apply in the case where, according to article 7.1, the conciliator plays the role of the conciliation council.

The general assembly elects all the other conciliation counsellors the following way: each voter gives a list of name(s) of his choice. Juridical persons can not be voted for. Non-candidates can be voted for. The list of names must contain at most the number of seats to be provided for. The members obtaining the maximum number of votes are elected, in number equal to the number of seats to be provided for.

In case elected people refuse the charge, the next people by order of received votes are declared elected.

In case of equality of votes number for the last seat or the last seats, such that one or more counsellors cannot be chosen by the vote, the people who have obtained enough votes to be elected are declared such and another round takes place only to determine which of the people having got equal votes will be elected. In this round, any name outside these people having got an equal number of vote will not be taken into consideration. --Fiable.biz 02:35, 17 December 2012 (CET)

Title IX: The conciliation[edit]

Neither the conciliator nor the conciliation council have the right to impose a solution to the conflict. They try to get the parties in conflict to reach an agreement within the legal and regulation frame. They can also propose to the board or to the general assembly to modify rules, or to allow a dispensation, in order to solve a conflict. If the parties agree, the agreement is signed by the parties and by the conciliator or by the member of the conciliation board in charge of the matter, and links both parties. In case a part of the agreement is later broken by a judge, then the agreement is regarded as entirely void. --Fiable.biz (talk) 01:56, 22 December 2012 (CET)

Title X: Association breaking-up[edit]

Article 10.1 Decision[edit]

Except in case of court or government decision, only the general assembly, by qualified majority, can decide the association breaking-up. --Fiable.biz (talk) 02:51, 19 January 2013 (CET)

Article 10.2 Project continuity[edit]

In case of breaking-up, if there is time to do so, the president and the board look for a non-profit organisation which will commit itself to continue the open-source dictionary project and, if possible, to fulfil the association's obligations. --Fiable.biz (talk) 02:51, 19 January 2013 (CET)

Article 10.3 Inheritance[edit]

In case of breaking-up, the general assembly chooses, by simple majority, a non-profit organization accepting to continue the dictionary or, lacking such a commitment, with a goal similar to LibreDictionary, to inherit the association. If such a non-profit organisation cannot be found or agreed on, the general assembly can choose a for-profit organisation. In case no organisation can be found or agreed on, the general assembly can choose an individual. In case no organisation or individual can be found or agreed on, the general assembly can choose an organisation or an individual who, without being bound to LibreDictionary's obligations, will be considered as the moral successor of it. In case, after 6 votes about different propositions, the general assembly cannot reach an agreement about the inheritance, the decision is made by relative majority: the solution having gathered or gathering the most votes is considered as adopted even if these are less than half of the voting rights. --Fiable.biz (talk) 02:51, 19 January 2013 (CET)

Article 10.4 Implementation[edit]

In case of breaking-up, the president and the board are in charge of implementing the general assembly decisions. They have to send by e-mail to all the members the major documents regarding the breaking-up and the liquidation. --Fiable.biz (talk) 02:51, 19 January 2013 (CET)

Article 10.5 Documents access[edit]

In case of breaking-up, except if otherwise provided by law, any member of the association can have access to all the association documents at any time up to one year after the end of the liquidation and can copy them at his own expenses. Within the same delay, any member can also ask for copies, or even official copies of any document to be send to him on paper format. In such a case, he has to pay the association twice the total price billed to the association for these services (copy, possible certification and shipping) before being sent the documents. Nevertheless, if a member who already had access to the documents asks again to have access to the same documents within one month, the president can refuse. In case the association has already been liquidated, the succeeding organisation takes the place of the association and its president for the application of the present article. --Fiable.biz (talk) 02:51, 19 January 2013 (CET)