A          General Assembly

B          The Association Board (Board)

C          Expert Advisory Board

C          Auditors

D          Business Control Committee

E          Committees

We like to have a smaller Board in future.

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, 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. Elections of

   1. the Expert Adsiory Board

   2. the Board

   3. the Auditors

   4. the members of the Business Control Committee

9. Processing of applications

   1. Expert Adisory Board

   2. of the Association Board, and of the

   3. 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.

We removed the EAB, because it is disbanded. Instead of, the Board will be elected by the members directly.

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").

Such a meeting shall only be permitted if all members agree to this arrangement.

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 Expert Advisory Board a two-thirds majority of the voting members present shall be required.

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.

We like to have more possibilties, to do assemblies and  votings online.

We removed the EAB, because it is disbanded.

Double functions on the Association Board,

Expert Advisory 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,

Expert Advisory Board

or on the Business Control Committee. Persons who execute paid orders of the Association shall be excluded from passive eligibility.

We removed the EAB, because it is disbanded.

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 new Board should consist at least of 6 members up to a max of 9 members. This is more flexible for us. At the end it is a reduction from 12 to 9 Board members (Board & EAB).

The term of office of the Association Board shall be two years. Re-election is permitted. The President, the Vice President, the Actuary and the two Associate Members shall be elected by the Expert Advisory Board. Election shall occur with simple majority of the members of the Expert Advisory Board present.

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). 

Only members of the Association can be elected to serve as members of the Association Board. With termination of membership in the Association the term of office of a member of the Association Board shall also be terminated. In the case of by-elections during the term of office, the newly elected member of the Association Board shall complete the term of office of the predecessor. In even years President, Actuary, and first Associate Member shall be elected, in odd years Vice President, Treasurer, and second Associate Member shall be elected.

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.

Here are the biggest changes. The most importante change is the new election for the Board:

• All Board members are elected by the members directly, instead of an indirect election by the EAB. 
• The Board will consist of 6 to 9 members. At the moment we are 12 Board members (Board & EAB). We think we are able to speed up decisions.But also this forces us, to create more committees, to be able to distribute the work to more people.
• Wie want, that the president, who has an important role to represent the project, is at least one year part of the Board before he is able to get elected.
• We want to be more flexible, if we are loosing one Board members during its turn. So we would have the possible to ask the next candidtate the list to step up.
• In case of conflicts, we want to be able to call for a complete reelection.

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
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.

Sitzungen werden durch den Präsidenten des Vereinsvorstands einberufen, so oft es die Geschäfte erfordern

, mindestens jedoch einmal jährlich vor Ablauf der Amtsdauer (Hauptversammlung).

Jedes Vereinsvorstandsmitglied kann die Einberufung einer Sitzung verlangen. Diesfalls ist die Sitzung innert drei Wochen durchzuführen. Der Vereinsvorstand führt ein Beschluss-Protokoll. Auf Anordnung des Präsidenten oder auf Verlangen eines Vereinsvorstandsmitgliedes werden gefallene Voten zusammengefasst protokolliert.

C        Expert Advisory Board

25

of the Expert Advisory Board

The Expert Advisory Board consists of six members. It is subject to its own organisation and elects one of its members as Chairman. The Chairman of the Expert Advisory Board presides over the meeting of the Expert Advisory Board. He monitors and coordinates the activity within the framework of the decisions of the Expert Advisory Board and its activity description. He draws up the annual report for his area.

If there is a hindrance the member appointed by the Chairman of the Expert Advisory Board shall take over the function of the Chairman in his absence.

Art. 26

Term of office

The term of office of the Expert Advisory Board shall be two years. Re-election is permitted. The Chairman of the Expert Advisory Board shall be elected by the members of the Expert Advisory Board themselves. Only members of the Association can be elected to serve as members of the Expert Advisory Board. With termination of membership in the Association the office of a member of the Expert Advisory Board shall also be terminated. In the case of by-elections during the term of office, the newly elected member of the Expert Advisory Board shall complete the term of office of the predecessor. In even years the first half of the members of the Expert Advisory Board shall be elected, in odd years the second half of the members shall be elected

Art. 27

of the Expert Advisory Board

The Expert Advisory Board shall be responsible for arranging the Association's affairs within the framework of legislation and the Association's statutes.

In particular the Expert Advisory Board shall be subject to the

Strategy of the TYPO3 Association

Election of the Association Board and staffing of the Association Board duties

Budget of the TYPO3 Association Negotiation (with due consideration of the member survey), preparation, substantiation and resolution

Review of the annual financial statement

Execution of the decisions of the General Assembly

Definition of the application procedure for project contributions

Review of the content of the project applications

Verification of the approved projects

The Expert Advisory Board shall issue Rules of Procedure and shall regulate its tasks and the division of responsibility therein.

Art. 28

Convocation, minutes

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

29

Quorum, decision of the Chairman, circular resolution, consulting and resolution

The Expert Advisory Board shall constitute a quorum if at least two thirds of all members are present. The Chair of the Expert Advisory Board shall be entitled to execute circular resolutions. A circular resolution shall only be valid with unanimity of the members the Expert Advisory Board.

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

Art. 30

Signature policy

A joint signature of two members of the members the Expert Advisory Board shall be required. The Chair together with another member of the Expert Advisory Board shall sign in each case.

We removed all articles regard the EAB, because it is disbanded.

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 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

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.

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.