Oralux.org Association's by-laws
Note: this text is a translation of the original document. We have done our best to supply a correct translation. Nevertheless, the original document is the reference.
By the founding Members: Gilles Casse, Nathalie Vielmas, Sylvie Xhaard.
Article 1 : Statement and name
Oralux.org is an Association founded upon the basis of the French Law of July 1st, 1901. As such, all Members agree with these by-laws.
Article 2 : Mission Statement
The Association's objective is to ease accessibility to any type of digital information, using solutions based upon Free Software and open standards.
The main features of these solutions are as follows:
- software adapted to vision-impaired persons or other people with specific needs or expectations,
- Low-cost or free solutions for the Users,
- User support.
The software-based solutions will include mainly Free Software. Some proprietary software may also be proposed.
The Oralux.org Association develops or modifies Free Software, and integrates Free or proprietary software as needed to obtain accessible solutions.
As a direct application, the Association develops and integrates the Oralux CD, an Audio GNU/Linux distribution for vision-impaired persons.
The Oralux CD can be downloaded for free from the Association's website http://oralux.org
The Association also expects to sell other solutions concerning accessibility, services or related products of any type.
The Association participates as needed in demos, talks or conferences.
Article 3 : Lifetime
The Association's lifetime has no limit.
Article 4 : Headquarters
The Association's headquarters is:
31, allee Therese
The headquarters can be changed by the Board.
Article 5 : Composition
The Association is composed of active Members.
Active Member status is attained by payment of a yearly fee.
Active Members can be individual persons or legal entities.
Each is entitled to cast one vote during general assembly meetings.
If a person with active membership as an individual person, represents a legal entity with active membership too, he/she can cast one vote as an individual and one vote as the entity's representative.
Article 6: Admission of Members
Candidates to membership shall fulfill the following conditions:
- agree to these by-laws,
- complete the subscription form,
- be admitted by the Board,
- pay the annual subscription.
If the Board refuses a membership, the paid subscription will be entirely refunded. In this case, a detailed explanation will be supplied to the candidate.
Article 7 : Subscriptions
The subscription is annual. Its value is fixed each year by the Board. This value can be different for individuals and legal entities.
The Board may decide that any or all Members have nothing to pay for the subscription.
Article 8 : Termination of Membership
Membership can be terminated because of:
- Resignation, through a signed e-mail sent to the Board.
- Absence of subscription fees two months after due date (the date is established by the Board).
The termination of membership will be established by the Board for unpaid subscription or important fault. The Member will be invited by postal mail to enter a defence.
Article 9: Incomes
The Association's incomes come from:
- Sale of solutions, services or products of any type,
- Public funds,
- Funds from the local collectivities, public establishments, ministries, or any individual or legal entity.
- Funds from European and other institutions.
Article 10 : Expenses
The Association's expenses are composed of the salaries of personnel, supplies, equipment, paid studies or contract services and in general, any necessary expenses required by the Association's activity.
The President and the Treasurer give a written agreement before any new expense.
Article 11 : the Board
The Association is conducted by a Board, that is composed of the three founding Members who are permanent (except resignation from the Board or termination of the membership), and can be increased by a Board's decision from 0 to 7 Members who are to be elected at the general assembly meeting.
The founding Members are:
- Gilles Casse
- Nathalie Vielmas
- Sylvie Xhaard.
The Executive Committee is elected by and from among the Members of the Board at a general assembly meeting to hold office during two years. The Executive Committee comprises the President, the Secretary and the Treasurer.
If one of its Member leaves the Executive Committee, this Member will be replaced by the Board temporarily before the next general meeting.
The President represents the Association in all the acts of the civil life. He can represent the Association in court.
The respective roles of the Executive Committee and of the Board can be detailed further if necessary in the internal regulations of the Association.
The Board will temporarily replace an absent Board Member. If the Board decides to increase the number of its Members, those Members will be elected at the next general meeting to hold office during two years.
Article 12 : Board Meetings
The Board will hold one meeting every four months with notice being sent out by the President, or can convene if decided by one third of the Board Members. At least one half of the Members must be present to grant official status to the meeting and to any discussion or decision conducted therein.
Any decision that is to be inscribed in the Association's official registration book (change of by-laws, headquarters, end of the Association,...) requires unanimous votes.
Other decisions require the majority of votes; in case of a draw, the President's vote is decisive.
Any three consecutive unexcused absences of any Board Member for Board meetings shall be considered by the Board as a resignation.
Article 13 : ordinary general assembly meetings
Ordinary general assembly meetings happen once a year and interest all active Members.
The Secretary shall convene the meeting with a 15-day advance notice. The notice and the agenda shall be sent by e-mail.
The President chairs the meeting with the assistance of other Board Members, and exposes the Association's situation.
The Treasurer reports his/her work and exposes the financial statement of the Association. The statement is submitted to the Assembly's approval.
The Assembly deliberates on forthcoming trends. If applicable, all Members who are due to leave the Board shall be replaced through a secret ballot cast at the end of the meeting after every other item on the agenda has been addressed.
Article 14 : Extraordinary General Assembly Meeting
As need arises, or if one third of the subscribed Members plus one require it, the President can call for an extraordinary general assembly meeting. If so, all proceedings shall follow the same rules as described under article thirteen ("Ordinary general assembly meeting").
Article 15 : methods of meetings and votes
All meetings and votes may be organized and held digitally using the IRC, web and emails.
General assembly meetings adopt the agenda, which is to be submitted by the President.
The Association's mandatory official registration book will be kept at the headquarters. Each sheet is numbered and initialed by the President and is indissociable.
A double of the official registration book will be available in a digital format and signed by the President.
The minutes of Board meetings, and of ordinary or extraordinary general assembly meetings are kept in a digital format, signed by the President and the Secretary.
These minutes are made accessible to Association Members via email or the Internet.
The list of Members who attend each meeting is signed and kept as the minutes are.
Article 16 : Payment
Members of the Board can have their expenses refunded, under the condition that proper justification is provided. The transportation expenses are reimbursed according to regulations made by the French taxation authorities. The Board Members are mainly volunteers but an exceptional salary can be possible within the limits authorized by French taxation rules.
Article 17 : Internal Regulations
The Board can establish internal regulations which shall be approved at a general meeting. Such regulations then become applicable to all Members.
The regulations complete the by-laws as needed.
Article 18: Format of documents
All digital documents produced by the Association are formatted as defined by open standards.
The term "document" includes any material produced through the Association's management process (minutes, digital register, book-keeping,...) and any informative document released to the Association's Members or to the solutions' Users.
Article 19 : The End of the Association
The end of the Association is declared at an extraordinary general meeting who elects a liquidator. Any assets left must be bequeathed according to Article 9 of the French Law of 1 July 1901 and order of 16 August 1901.
Monday 10 January 2005, Bondy, France. These by-laws were agreed by Gilles Casse, Nathalie Vielmas, Sylvie Xhaard.