By-Laws & Proceedings

Our new by-laws are accepted by the General Assembly 2018 and are in place since April 2019

Under the name TYPO3 Association there exists an Association as stipulated in Art. 60 ff. of the Swiss Civil Code.

The TYPO3 Association has its registered office in Baar (ZG) Switzerland.

The TYPO3 Association promotes the TYPO3 Project, which has the particular purpose of making free software available by issuing open source licenses. The Board reviews the permissible licenses on an annual basis. The TYPO3 Association serves the TYPO3 community. The TYPO3 Association does not strive to make a profit. It supports development of software and makes software products of third parties available to the public. To support further development, the Association charges membership fees and collects donations for development projects.

In addition, the Association is entitled to found subsidiaries and to invest in companies that further the purposes of the Association.

The Association shall be entitled to pursue all commercial, financial and other activities in connection with the purposes of the Association or management of the Association's funds. In particular, the Association shall be entitled to grant loans, guarantees, and other types of financing and assurance for affiliated and related companies in Switzerland and abroad.

The TYPO3 Association is non-partisan and denominationally neutral.

In particular the TYPO3 Association has the following tasks:

1. Organising events that provide information and continuing education courses
2. Providing internal and external communication for the dissemination of information and skills for use of the system;
3. Sustainable, in particular, long-term further development of the TYPO3 software project.
4. Securing trademark rights in the interests of the TYPO3 community.

On written request, new members shall be accepted through decision of the Association Board via immediate provisional acceptance. Definitive acceptance shall occur through the General Assembly.

If the Association refuses to grant acceptance, then the applicant can contest the decision within 30 days after the application is received by the Association Board for the attention of the General Assembly.

The Association Board and the General Assembly shall decide concerning the acceptance request at their own discretion. They shall not be obligated to provided the reasons for a rejection.

Members shall be authorised to use the Association logo, to demonstrate their membership and their support for TYPO3. Except for this limited purpose, use of the logo shall not be permitted.

a.) Members

Natural or legal persons shall be entitled to join the TYPO3 Association.

b.) Honorary members

Members who have rendered particular service to the TYPO3 Association or its objectives can be elected as honorary members of the TYPO3 Association for life. Honorary members shall be exempt from the membership fee obligation; in all other aspects they are on equal terms with the members.

A member shall be entitled to leave the Association at the end of a memberships year by giving two months notice. The intent to leave the Association board must be declared in writing. The obligations to the Association for the current year of membership must fulfilled.

Moreover, membership shall end upon dissolution of the legal person or death of the member.

Members, who violate statutes, regulations, resolutions, or otherwise act in a manner that is seriously contrary to the interests of the TYPO3 Association, or, who if after two months from the sending of the second written warning indicating exclusion, are still in arrears with payment of the membership fees, can be excluded by the Association Board with specification of the grounds for exclusion.

Before the resolution is passed the Association Board shall give the member an opportunity to state his position. The excluded member shall be entitled to dispute the decision of the Association Board within 30 days after receipt of the excluded member's disputation claim addressed to the General Assembly. In this case the decision of the General Assembly shall be definitive.

A          General Assembly
B          The Association Board (Board)
C          Auditors
D          Business Control Committee
E          Committees

The General Assembly is the supreme governing body of the Association. It is convened by the Association Board and takes place in the first half of every year. The Association Board invites the members in writing at the latest 30 days before the meeting (also via email), with specification of the agenda items. The notification period shall begin on the day following the sending of the letter of invitation. The letter of invitation shall be considered as delivered to the member, if it is sent to the most recent address or email address specified in writing by the member to the TYPO3 Association.

The Chair of the meeting shall announce supplementation of the agenda items to the General Assembly at the beginning of the meeting. The General Assembly shall definitively decide concerning requests to supplement the agenda items.

The Association Board shall be entitled to convene an extraordinary General Assembly at any time. One fifth of the members shall be entitled to request the convening of an extraordinary General Assembly in writing or electronically, with specification of the purpose and the reasons. In this case the Association Board shall be obligated to hold the extraordinary General Assembly within 3 months of the request.

Requests addressed to the General Assembly shall be submitted in writing and substantiated to the President at least 14 days before the General Assembly.

The tasks and competencies of the General Assembly are as follows:

1. Approval of the minutes of the last General Assembly
2. Acceptance of the annual report drawn up by the Association Board
3. Acceptance of the annual financial statements and the reports of the Auditors, as well as of the Business Control Committee
4. Granting of discharge to the Association Board, Expert Advisory Board, Treasurer, Auditors, Business Control Committee and committees
5. Definitive acceptance of members
6. Review of the budget for the current year
7. Acceptance fee and annual fee of the members for the current membership year;
8. Election of
   1. the Board
   2. the Auditors
   3. the members of the Business Control Committee
9. Processing of applications
   1. of the Association Board
   2. of the members
10. The activity program
11. Statute changes
12. Appointment of honorary members
13. Complaints against executive bodies, passing resolutions concerning the appeal against an exclusion decision or rejection of a current acceptance decision on the part of the Association Board.

Each General Assembly convened in accordance with the statutes shall constitute a quorum. It shall act by simple majority of the voting members present, if nothing to the contrary is stipulated in the statutes.

Participation in the General Assembly shall also possible without physical presence, via electronic transmission ("Internet General Assembly"). With the invitation to the General Assembly the Association Board shall specify whether this type of participation will be offered. A member's request to participate electronically must be received by the Association Board 20 days before the meeting, at the latest. At the meeting location the Association Board shall ensure technically that the votes of the member can be transmitted simultaneously via word and image. Electronic participation in the meeting shall only apply as valid, if the member can be clearly identified. Votes submitted electronically shall be shown separately in the meeting minutes.

Instead of a meeting as a gathering, on request of the Association Board an exclusively electronic meeting can be conducted ("virtual General Assembly"). The same provisions shall apply mutatis mutandi that apply for the General Assembly.

Instead of a meeting by gathering, ballot votes (written majority decisions concerning factual issues) shall also be permitted. For determination of the respectively required quorum, in this case only the valid votes submitted will be evaluated. Electronic voting shall be permitted as long as clear identification of the voting parties is ensured.

For votes of the Auditors and of the Business Control Committee, in a first ballot the absolute majority, in the second ballot the relative majority of the voting members shall apply.

The General Assembly shall decide by open ballot in all cases, unless the General Assembly decides to conduct the vote by secret ballot. On request of a voting member this can be decided with two-thirds majority of the voting members present. In the case of an Internet General Assembly or virtual General Assembly, the Association Board shall ensure that the secret ballot procedure can occur electronically.

Each member shall be entitled to contest decisions that violate the law or the statutes, within 30 days after knowledge of such decisions is obtained.

Each member shall have one vote in the General Assembly. Another member can be authorised in writing to exercise the voting right. The authorisation shall be granted separately for each General Assembly; however one member shall not represent more than the votes of 3 other members. In the case of a tied vote, for property transactions the Chair of the meeting (President, Vice President, or selected Chair for that day shall cast the deciding vote; elections shall be decided by lot.

Double functions on the Association Board and Business Control Committee shall be excluded. Per legal person a maximum of only one person can take a place on the Association Board or on the Business Control Committee. Persons who execute paid orders of the Association shall be excluded from passive eligibility.

The association’s board consists of the president, vice president, actuary, treasurer and at least two other board members (at least 6 members in total).

The term of office for the association’s board is two years according to the financial year or calendar year. Only members of the association can be elected as members of the board. Re-election is permitted. The board has a maximum of 9 members.

At the end of the term of office, elections for the association’s board are held during the general assembly. The first time the board is elected, the elected members select 4 board members whose term of office is only one year in order to ensure continuity in the board (meaning new elections are held each year). 

Every association member may nominate themselves or another board candidate for election; nominees have to confirm their candidacy in advance. Written notice of proposed board candidates must be submitted to the board no later than during the general assembly. The association’s board may also be elected prior to the general assembly by online voting. In this case, the members must be granted a reasonable advance term for the announcement of board candidates.

The outcome of the election is decided by counting the votes received by the candidates (in case of tie votes for excess candidates, there shall be a second ballot; in case of another tie vote, the decision is made by lot). The election and assignment of functions (president, vice president, actuary and treasurer) are performed during the general assembly before the start of a new term of office by a simple majority of the attending board members.

The candidate for the office of president must have been a member of the association’s board for at least one year, otherwise the term of office is limited to one year.

The termination of association membership also terminates the office of an association board member.

In case of by-elections during the term of office, the newly elected association board member completes the predecessor’s term of office. Instead of by-elections, the association’s board may also ask the next ranking candidate from the previous election whether they want to move up. If more than three association board members step down during a term of office, new elections are held for all resigned positions during an extraordinary general assembly.

The association’s board can call new elections for the entire board by a simple majority of the entire board.

The Association Board shall be responsible for arranging the Association's affairs. In particular, the Association Board shall be responsible for

1. External representation of the TYPO3 Association;
2. Preparation of the business of the General Assembly
3. Execution of the decisions of the General Assembly
4. Deployment of committees and individual persons without decision-making authority for special tasks
5. Budget submission to the Expert Advisory Board
6. Drawing up the annual financial statement
7. Deciding on provisional acceptance and exclusion of members
8. Deciding on other matters of particular significance at the request of the Association Board.
9. Strategy of the TYPO3 Association
10. Election of the Association Board and staffing of the Association Board duties
11. Budget of the TYPO3 Association Negotiation (with due consideration of the member survey), preparation, substantiation and resolution
12. Review of the annual financial statement
13. Execution of the decisions of the General Assembly
14. Definition of the application procedure for project contributions
15. Review of the content of the project applications
16. Verification of the approved projects

The Association Board shall issue Rules of Procedure and shall regulate its tasks and division of responsibility therein. Each year the Association Board shall prepare an annual report concerning its activity.

Meetings shall be convened by the President of the Association Board, as often as business matters so require. Each member of the Association Board shall be entitled to request a meeting. In this case the meeting must be held within three weeks. The Association Board shall keep minutes of resolutions. By order of the President or on request of a member of the Association Board, votes that have been taken shall be summarised and recorded in the minutes.

The Association Board shall constitute a quorum if at least four of the members of Association Board are present. The Chair can execute circular resolutions. A circular resolution shall only be valid with unanimity of all members of the Association Board.

The Association Board shall strive for consensus in its decisions. The Association Board shall decide through majority vote of the members of the Association Board present. If the vote is tied the President shall cast the deciding vote. On request of a member of the Association Board a vote by secret ballot shall be conducted. Each member of the Association Board shall be authorised to provide a minority opinion to be included in the minutes.

A joint signature of two members of the Association Board shall be required. The President or, in the event that he is hindered, the Vice President together with an additional member of the Association Board, shall sign in each case.

Usually the President presides over the meeting of the Association, and chairs the Association Board. He monitors the TYPO3 Association activity within the framework of the resolutions of the General Assembly and of the Association Board.

The Treasurer ensures the entire accounting and manages the TYPO3 Association's assets. As part of his activity he signs jointly with the President, with the Vice President or with another member of the Association Board.

The General Assembly shall elect for a term of office of one year, a recognised trust agency as auditing authority, which has been approved in accordance with the regulations of the Swiss Audit Supervision Act of 12/16/2005. Even without legal obligation, the Association shall commission the audit authority to conduct an unrestricted audit in accordance with provisions of Art. 729-729c OR. Through resolution of the General Assembly, the General Assembly can dispense with an unrestricted audit of the following Association year.

The audit authority shall audit the bookkeeping, and shall report in writing to the General Assembly and refuse or grant discharge relative to the Treasurer and the Association Board.

The Business Control Committee shall consist of 4 members.

The term of office of the Business Control Committee shall be two years. Election shall occur through the General Assembly. Re-election is permitted. Only members of the Association can be elected to serve as members of the Business Control Committee. With termination of membership in the Association the office of a member of the Business Control Committee shall also be terminated. In the case of by-elections during the term of office, the newly elected member of the Business Control Committee shall complete the term of office of the predecessor. In even years the first half of the members of the Business Control Committee shall be elected, in odd years the second half of the members shall be elected.

The Business Control Committee shall be entitled to review all project loans for expenditure agreement with the loan application, achievement of the cited objectives and cost-efficient project fulfillment. It shall report to the Expert Advisory Board and to the Association Board quarterly and shall report to the General Assembly annually in writing.

The Business Control Committee shall issue Rules of Procedure and shall regulate its tasks and division of responsibility therein.

The Expert Advisory Board and the Association Board shall be entitled to utilise advisory committees or individual persons without decision-making authority for special tasks.

The calendar year shall apply as the fiscal year.

The membership year deviates from the fiscal year. The membership year shall apply individually for each individual member. It shall start with the decision of the Association Board concerning the written membership application.

The TYPO3 Association procures its funds from:

• Acceptance fees of the members
• Annual fees of the members
• Proceeds from events
• Interest
• Donations and other revenues

The acceptance fees, as well as the annual fees, are specified by the General Assembly. Increases in fees shall apply effective immediately for all invoices starting from the time of the increase. In exceptional cases, the Association Board shall be entitled to waive fees in whole or in part or defer fees.

At any time, members and third parties shall be entitled to inject funds that Association can freely dispose of for achievement of the Association's objectives (in particular via fund-raising activities).

The Association's expenditures shall be specified with the budget. The budget shall show the appropriated amounts per legal transaction. The budget shall be prepared and decided on by the Expert Advisory Board. Prior to preparing the budget a survey of the members shall be conducted (also possible via electronic means) concerning the project applications. Budget applications shall be formally reviewed by the Treasurer.

In exceptional cases, the Association Board can decide on budget excesses of a maximum of 5% of the total budget amount.

A compensation can be granted to the members of the Association Board of the Expert Advisory Board and of the Business Control Committee. This must be specified in the budget.

For liabilities on the part of the TYPO3 Association, Association assets shall be exclusively liable. The individual member shall only be obligated to pay the acceptance fee as well as the membership fee.

Members who leave the Association or are excluded from the Association shall lose any claim to the Association assets.

Each member shall be given a copy of the statutes. With admission to the club, a member shall acknowledge these statutes and shall be obligated to comply with and honour the resolutions and directives of the responsible governing bodies of the Association.

Amendment of the applicable statutes can be decided by the General Assembly or by an extraordinary General Assembly. Such resolutions shall require the approval of the two thirds of the members present.

For dissolution of the Association, two thirds of the voting members of the TYPO3 Association must be present at an extraordinary General Assembly convened for this purpose. The dissolution shall be effected if three fourths of the voting members present shall approve.

If two thirds of the voting members of the TYPO3 Association are not present, then after 30 days a second extraordinary General Assembly shall be convened. The dissolution shall be effected if four fifths of the voting members present shall approve.

If nothing to the contrary is decided by the extraordinary General Assembly, the Chairman and the Treasurer jointly shall be authorised liquidators. The assets remaining after liquidation is concluded shall be donated to a charitable organization that shall be determined by the extraordinary General Assembly. The provisions above shall apply accordingly if the Association is dissolved for a different reason or loses its legal capacity.

Mergers shall not apply as dissolution of the Association.

The place of jurisdiction for all disputes affecting the membership shall be the court responsible for the registered office of the Association.

The bylaws were approved by the regular general assembly on 11 April 2018 and come into force on the date of the regular general assembly in 2019. They replace the bylaws dated 20 November 2016.