Statutes

Articles of the DIVERSUS e.V.

Date: 19. Mai 2019

Preambel

The ecological threat to mankind from mankind is constantly growing.
The challenge is to develop our technologies, social systems and cultures in a humane way in order to survive in such times in an equally humane way. The necessary further developments in science and coexistence can only be achieved through transnational, interdisciplinary, solidarity-based, benevolent and democratic cooperation. Cooperation presupposes peaceful dialogue – and the new technologies make such a dialogue possible for the first time on a global scale that encompasses more and more people. This brings us closer to the goal of a peaceful and prosperous future for all people and their children through international and cross-border exchange.

The exchange of opinions, the pros and cons of speech, is the condition of knowledge – whether in crafts, politics, the arts, philosophy or science. Technologies can help to promote collective intelligence and to master the challenges of the future together, peacefully. We want to use innovative technologies to accelerate knowledge-building processes for all people, and especially for scientists and researchers.

We are an open source project that does not want to leave the communicative infrastructure that we use every day exclusively to multinational corporations with profit interests, but gives as many people as possible in the world the opportunity to participate in the development of this infrastructure, to influence it and to shape it according to their needs. The idea of international understanding already begins at the production level of communication technologies.

This is an important basis for a just future.

§1 Name and registered office

(1) The association bears the name DIVERSUS.

(2) It is to be registered in the register of associations and then carries the addition “e.V.”.

(3) The seat of the association is Leipzig.

§2 Financial year

The financial year is the calendar year.

§3 Purpose of the Association

(1) The association promotes an international attitude, tolerance in all areas of culture and the idea of international understanding. This is done through the development of computer programs which help people from different areas of society, cultures and regions of the world to communicate with each other and to exchange opinions, knowledge, concepts and cultural products of all kinds in peaceful pros and cons.

(2) The Association promotes science and research through the development of computer programs that facilitate the exchange of scientific knowledge and give scientific impulses to the users, as well as through the investigation of computer-assisted dialectics as a principle of gaining scientific knowledge.

 

§4 Activities

In order to realize the purpose of the Association and in particular to create the computer programs serving the purpose of the Association, the Association shall be constituted at its dutiful discretion:

(1) Carry out donation campaigns, produce the necessary media products or have them produced and accept donations.

(2) Cooperate with external persons and organisations and commission such persons and organisations to provide services for an appropriate fee.

(3) Establish and participate in enterprises. The income of the association from such enterprises may be used exclusively for the realisation of the purpose of the association.

(4) Organize events, such as congresses, seminars and hackathons. For this purpose, the Association may carry out the necessary organisational activities itself and commission third parties with such activities, rent, lease and acquire real estate.

(5) Release the computer programs described in §3 with open source licenses in order to involve as many people as possible in the development and use of the programs in the spirit of international understanding. Licenses correspond to the Open Source Standard in the sense of these statutes if they are accepted as Open Source licenses by the Open Source Initiative (https://opensource.org/).

(6) Work with scientific institutions to explore how technology can accelerate knowledge-building processes and/or promote peaceful coexistence at international level.

(7) The association can apply for patents and acquire rights of use in order to make them available to the public with free licenses.  

§5 Non-profit status

(1) The association pursues exclusively and directly charitable purposes in the sense of the section “tax-privileged purposes” of the tax code. The association is selflessly active; it does not primarily pursue its own economic purposes.

(2) The funds of the association may only be used for the statutory purposes. In doing so, economical household management must be observed. The members as such do not receive any contributions from the funds of the association. They do not receive any shares of the association’s assets upon their withdrawal or dissolution of the association or if tax-privileged purposes cease to apply.

(3) No person may be favoured by expenses that are alien to the purpose of the association or by disproportionately high remuneration.

(4) In order to ensure the long-term efficiency of the Association, the accumulation of reserves is necessary and permissible within the framework of the tax law on non-profit status. Funds of the Association may also be transferred to a charitable and legally independent foundation serving the statutory purposes of the Association and administered by it.

§6 Membership

(1) The association consists of full members and supporting members. Supporting members are not entitled to participate in the general meeting and have no voting rights there.

(2) Membership may be acquired by natural and legal persons. Ordinary membership is reserved for natural persons.

(3) Membership is acquired by means of a declaration of membership and a financial contribution, the amount of which is at the discretion of the sponsoring member.

(4) The Executive Board shall decide on the admission of ordinary members. The rejection of an application for admission does not require any justification. In the event of a vocation, the general meeting shall decide. Resolutions may also be passed in writing in text form (§ 126b BGB) – also by e-mail – with a simple majority of the valid votes cast. §Section 32 (2) BGB shall not apply.

(5) Membership ends

(a) by death;

(b) by written resignation;

(c) by exclusion;

(d) by dissolution or transformation of the association into a foundation;

(6) Supporting members who have not made a contribution within three consecutive calendar years may be excluded for this reason at the end of the third calendar year.

(7) Supporting members and ordinary members can be excluded from the association for important reasons. An important reason is given in particular if their continued membership would damage the reputation of the association and/or if they have grossly violated the interests and goals of the association. The general meeting decides on the exclusion on the proposal of the executive committee. Resolutions may also be passed in writing in text form (§ 126 b BGB).

§7 Contributions

(1) Supporting members shall pay annual or monthly membership fees.

(2) The monthly minimum membership fee for full members and sustaining members is determined by the general meeting.

(3) In individual cases, the Executive Board may approve discounts.

(4) Everything else shall be governed by the Association’s Rules for Fees, which shall be adopted by the Executive Board.

§8 Organs of the association

Organs of the association are the general meeting, executive committee and advisory board.

§9 General meeting

(1) The general meeting is the supreme organ of the association. Its tasks include in particular

(a) the election and dismissal of the Executive Board;

(b) Ratification of the actions of the Management Board

(c) Acceptance of the reports of the Executive Board;

(d) Election of the cash auditors

(e) determination of contributions and their due dates;

(f) Resolution on the amendment of the Articles of Association;

(g) Resolution on the dissolution of the Association or its transformation into a foundation;

(h) Decision on the admission and exclusion of members in cases of appeal;

(i) Appointment of an external auditor (m/f/d) if necessary;

(j) as well as other tasks, insofar as these arise from the statutes or according to the law;

(2) Once a year an ordinary general meeting takes place. All ordinary members are invited to the general meeting.

(3) The general meeting may be held as a physical and/or electronic meeting. Votes can be held in the online decision procedure. Online decision procedures are held within a limited period of time in order to be representative with regard to possibly changing majorities. The Association shall ensure that only members of the Association may participate in sensitive decision-making procedures. Members who participate in online decision-making procedures are clearly identified. The association enables closed subject areas which are only accessible to members in order to protect the association’s internal affairs. At the same time, the association follows the principle of transparency. Which topics are treated openly or closedly, is determined by the executive committee. In case of appeal, the general meeting decides by simple majority.

(4) The executive committee is obliged to convene an extraordinary general meeting if at least one third of the members request this in writing, stating their reasons.

(5) The general meeting shall be convened by the executive committee in writing with one month’s notice, stating the agenda. The period begins with the day following the dispatch of the letter of invitation. The letter of invitation shall be deemed to have been received by the members if it was sent to the last address given to the Association. The invitation can be written in text form and sent electronically.

(6) The agenda is to be supplemented if a member requests this in writing – also in text form – at the latest one week before the scheduled date. The amendment must be announced at the beginning of the meeting.

(7) Motions concerning the deselection of the board, the amendment of the statutes and the dissolution of the association, which have not already been sent to the members with the invitation to the general meeting, can only be decided at the next general meeting.

(8) The general meeting has a quorum regardless of the number of members present.

(9) The general meeting shall be chaired by a board member.

(10) A secretary shall be elected at the beginning of the general meeting.

(11) Each member has one vote. The right to vote can only be exercised personally or for a member on presentation of a written power of attorney. The voting right can be exercised at the earliest one year after obtaining membership, this is not valid for founding members.

(12) In the case of voting, different voting procedures may be used depending on the decision area. The decision-making procedure shall be determined by the Executive Board. In case of appeal, the general meeting decides by simple majority. An appeal decision shall be brought about by an amendment to the decision procedure by at least one third of the members.

(13) Amendments of the statutes and the dissolution of the association can only be decided with a majority of ⅔ of the present members. Changes to the purpose of the association require the approval of ¾ of all members.

(14) Abstentions and invalid votes are not considered.

(15) Minutes shall be taken of the resolutions of the General Meeting, which shall be formally confirmed by the chairman of the meeting and the secretary.

(16) Resolutions of the General Assembly are binding and incontestable, unless they have been challenged by registered letter within a period of 8 weeks since the passing of the resolution due to an alleged violation of the law or the statutes.

§10 Board of Management

(1) The executive committee in the sense of § 26 BGB consists of the 1. and 2. chairman and the cashier. They represent the association in and out of court. Two members of the Executive Board represent the company jointly.

(2) The executive committee is elected by the general meeting for a term of one year. Shorter terms of office are permitted.

(3) Board members can only be members of the association.

(4) Re-election is permitted.

(5) The executive committee remains in office until a new executive committee is elected.

(6) Upon termination of membership in the association, the office as executive committee also ends.

(7) The executive committee is authorized to make changes to the statutes, if required by the register of associations or tax office, as long as they do not contradict the spirit of the statutes and the association.

(8) The 1st Executive Board shall be authorized to represent the Company on its own, with the exception of transactions that require the written consent of the entire Executive Board.

(9) Travel expenses of the executive committee or other functionaries of the association, in particular to events of the association and such which correspond to the statutory purpose, can be reimbursed by the association.

(10) The Executive Board may be remunerated for its activities to an appropriate extent. The remuneration shall be regulated in a written contract.

(11) The board is required to organize the association with flat hierarchies, modern decision-making procedures and innovative structures.

§ 11 Management

(1) The association can appoint managing directors, who are appointed by the executive committee. The managing directors are fully accountable to the board. They are special representatives of the association according to § 30 BGB.

(2) As a person, they can assume functions in a corporate body belonging to the association.

§12 Advisory Board

(1) The Executive Board may appoint an Advisory Board consisting of at least 3 members. The Advisory Board supports the Executive Board in its tasks.

(2) The advisory board is elected by the members of the association. At least 2 persons are on standby who have special expertise in the technical matters of the association.

(3) The term of office of the association members amounts to 1 year in each case.

(4) The members of the advisory board are active on an honorary basis. Expenses and expenses shall be reimbursed to an appropriate extent.

§ 13 Ambassadors

(1) The Executive Board may appoint an Advisory Board consisting of at least 3 members. The Advisory Board supports the Executive Board in its tasks.

(2) The advisory board is elected by the members of the association.

(3) Absent members can accept the election afterwards.

(4) The term of office of the members of the advisory board is 1 year.  

§14 Cash audit

(1) The general meeting shall elect an auditor for a period of one year.

(2) This person may not be a member of the Executive Board.

(3) Re-election is permitted.

§15 Limitations Of Liability

(1) Board members or special representatives shall be liable to the Association for any damage caused in the performance of their duties only in the event of intent or gross negligence. Sentence 1 also applies to the liability towards the members of the association. If it is disputed whether an organ member or a special representative has caused a damage intentionally or grossly negligently, the association or the association member bears the burden of proof.

(2) If a member of a governing body or a special representative is obliged according to paragraph 1 sentence 1 to compensate another for damage caused by them in the performance of their duties, they can demand from the association release from liability. Sentence 1 does not apply if the damage was caused intentionally or by gross negligence.

§16 Dissolution of the Association

(1) The association can be converted into a foundation or gGmbH/gUG with the same purpose by a resolution of the general meeting with ⅔ of the present votes. Adjustments to the purpose of the foundation which are required by foundation law or which appear to make strategic sense are permitted.

(2) In the event of the dissolution or dissolution of the Association or in the event of the discontinuation of tax-privileged purposes, the assets of the Association shall fall to

(a) to the “SOS Mediterannée e.V., Vereinsregister Berlin” which has to use it directly and exclusively for charitable purposes.

(b) Or alternatively in case of prevention to “Wikimedia Deutschland – Gesellschaft zur Förderung Freien Wissens e. V., Vereinsregister Berlin”, which has to use it directly and exclusively for non-profit purposes.

(c) Or alternatively in case of prevention to a legal person under public law or another tax-privileged corporation for the purpose of use for the promotion of international sentiments, tolerance in all areas of culture and the idea of international understanding.

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