§ 1 Name, Registered Office, Registration, Financial Year

1. The name of the association shall be "ALASCA - Association for Operable, Open Cloud Infrastructures". It shall be entered in the register of associations and thereafter bear the suffix "e.V.".
   
   
2. The association has its seat in Dresden.
   
   
3. The financial year shall be the calendar year.

§ 2 Purpose, Tasks, Non-profit Status of the Association

1. The association exclusively and directly pursues charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code.
   
   
2. The purpose of the association is the promotion of research and development in the field of operational open source software for digital infrastructures as well as the promotion of popular education and vocational training in this field.
   
   
   1. Joint research on and development of novel open source software for sovereign digital infrastructures.
      
      
   2. Providing technological tools and creating the necessary framework conditions for the continuous (further) development of the open source software, as well as making the code and operational versions of the software available to non-members of the association.
      
      
   3. Provision of freely accessible training material for the open source software developed within the framework of the association's activities. In this context, particular attention is paid to users or organisations that have had little experience with open source tools in order to facilitate their entry into the operation of digital infrastructures, which serves, among other things, to avoid vendor lock-in effects. In addition, operators of open source software can obtain corresponding certificates to prove their level of knowledge.
      
      
   4. To build an open and inclusive community for the exchange of knowledge, experience and information between developers and other actors in the field of open source, promoting not only theoretical but also practical skills through the collaborative (further) development of operational open source software. In addition, collaborative cooperation with other actors in the sector who are not part of the association is also sought.
      
      
   5. Organisation and implementation of internal and external events, such as regular summits or webinars.
      
      
   6. Raising awareness through public relations on the topics of digital sovereignty, data protection and security and the potential of open source tools for organisations by developing articles, blogposts, videos and other publications.
      
      

3. The association is selflessly active; it does not primarily pursue its own economic purposes.
   
   
4. The Association's funds may only be used for the purposes set out in the Articles of Association. Members shall not receive any benefits from the Association's funds. No person may be favoured by disproportionately high remuneration or by expenses that are alien to the purpose of the association.
   
   
5. Members who work for the Association on behalf of the Association may receive, in addition to reimbursement of their expenses, compensation up to the amount specified in § 3 number 26a EStG (Income Tax Act). The Executive Board shall regulate the details.
   
   
6. Officers of the Association appointed in accordance with the Statutes may receive appropriate remuneration for their activities. Further details shall be determined by the general meeting.

§ 3 Acquisition of membership

1. Any natural person of full age, any legal entity and any registered commercial partnership that wishes to actively contribute to the objectives of the Association within the scope of its membership may become an ordinary member of the Association.
   
   
2. Legal entities and registered partnerships shall exercise their membership rights through their legal representatives, unless they have authorised another member or an employee of the legal entity/registered partnership to do so. The authorisation shall be notified to the Association.
   
   
3. The founding members shall be considered full members.
   
   
4. Membership is voluntary.
   
   
5. Application for admission to the Association shall be made in writing to the Executive Committee. The Executive Committee shall decide on the application for membership at its own discretion. The Executive Committee is not obliged to inform the applicant of the reasons for refusal.
   
   
6. Membership shall become effective upon payment of the membership fee.
   
   
7. Any person of full age, any legal entity and any registered commercial partnership may become a supporting member. It may participate in the general meeting, but has no voting rights.
   
   
8. Upon proposal of the Executive Board, the General Assembly may admit deserving supporters of the Association to the Association as honorary members for life. The membership fee may be waived by decision of the General Assembly.

§ 4 Termination of membership

1. Membership in the Association shall end by resignation or exclusion and beyond that automatically:
   
   
   1. in the case of natural persons, by their death.
      
      
   2. in the case of legal entities/registered commercial partnerships, by dissolution or insolvency.
      
      
2. Resignation shall be declared in writing by letter or e-mail to the Executive Board. The resignation can only be declared with a notice period of three months to the end of the business year.
   
   
3. A member may be expelled from the association by resolution of the general meeting or by the executive committee if it
   
   
   1. has culpably damaged the reputation or the interests of the association in a serious manner or has repeatedly violated the duties incumbent upon him/her under the articles of association, or
      
      
   2. is more than three months in arrears with the payment of its membership fees and has not paid the arrears despite a written reminder under threat of expulsion.
      
      

   If the exclusion is effected by resolution of the general meeting, the member shall be given the opportunity to comment on the reasons for the exclusion at this general meeting. The reasons shall be communicated to the member at least two weeks in advance.

   If the exclusion is effected by the Executive Board, the member shall have the opportunity to lodge an objection in writing with the Executive Board within one month. If the member does not exercise the right of objection within this period, he/she submits to the exclusion decision.

4. In the event of termination of membership, there shall be no claim for repayment of dues or against the assets of the Association.

§ 5 Rights and duties of the members

1. Every member has the right to actively participate in the association and to take part in common events. Every member has equal voting and election rights in the general meeting, with the exception of sustaining members, who may participate in the general meeting but have no voting or election rights. Honorary members retain the right to vote, provided that the member was already active in the Association as a full member before being appointed. In other cases, the Executive Committee shall decide.
   
   

2. Each member has the duty to promote the interests of the association, in particular to regularly pay its membership fees and to promote the promotion, development and provision of open source software for digital infrastructures.

§ 6 Membership fees

1. Membership fees shall be paid annually by each member and shall be due in advance on 15 January of each year. If a member joins during the calendar year, the membership fee shall be based on the number of months remaining in the calendar year (including the month of joining).
   
   
2. The amount of the membership fees shall be determined by the general meeting. In doing so, the openness of the association to the general public shall be adequately taken into account.
   
   
3. Honorary members may be exempted from membership fees by resolution of the General Assembly. If persons who are already full members of the Association are appointed honorary members, the exemption from membership fees shall apply from the time of appointment. There shall be no refund of fees previously paid.
   
   
4. Further provisions are set out in the Rules of Contribution.

§ 7 Organs of the Association

1. The organs of the association are the board of directors and the general meeting.

§ 8 The Board of Directors

1. The Executive Board of the Association is responsible for representing the Association in accordance with § 26 BGB and for managing its business. In particular, it has the following tasks:
   
   
   1. the convening and preparation of general meetings including the setting of the agenda,
      
      
   2. the execution of resolutions of the General Assembly,
      
      
   3. the administration of the Association's assets and the preparation of the annual report,
      
      
   4. the admission and exclusion (§ 4 para. 3 sentence 3) of members,
      
      
   5. Report to the General Assembly on the essential affairs of the Association at least once a year.
      
      
2. The Board of Directors shall consist of the Chairperson, the Deputy Chairperson and the Treasurer. In addition, the number of Board members shall be determined by the General Assembly.
   
   
3. The Association shall always be represented jointly by two members of the Board.
   
   
4. The members of the Executive Committee shall be elected individually by the General Assembly for a period of two years. Only members of the Association may be members of the Board. If the member of the Association is a natural person, then the natural person himself/herself shall join the Board; in the case of a legal person/registered commercial partnership, the legal person/registered commercial partnership shall send a representative who shall then act as a member of the Board. The re-election or early dismissal of a member by the general meeting is permissible.A member remains in office after the expiry of the regular term of office until the election of his successor. If a member resigns from the Board prematurely, the remaining members shall be entitled to elect a member of the Association to the Board until the election of the successor by the General Assembly.
   
   
5. Each member of the Association may not be represented on the Board by more than one person. In the case of a legal person/registered commercial partnership, only one delegated representative may serve on the Board. Should an elected or legal representative of a legal person/registered commercial partnership be active on the board for several companies, he/she is only allowed to be delegated by one of these companies. If the delegated board member is no longer part of the legal entity/registered commercial partnership (e.g. due to termination) or if the membership of the legal entity/registered commercial partnership expires for reasons stated in § 4 paragraph 1 and 3, the board member is permitted to apply for membership of the association as a natural person in accordance with the requirements of § 3 paragraph 5. The general meeting shall decide on the continued execution of the board office of this person.
   
   
6. The Executive Committee shall meet as required. Meetings shall be convened by the Chairperson or, if the Chairperson is prevented from doing so, by the Deputy Chairperson. A notice period of one week shall be observed. The Executive Committee shall constitute a quorum if at least two members are present. Resolutions shall be passed by a majority of the valid votes cast. In the event of a tie, the Chairperson shall have the casting vote, or, if the Chairperson is unable to attend, the Vice-Chairperson shall have the casting vote.
   
   
7. The resolutions of the Executive Committee shall be recorded in the minutes. The minutes shall be signed by the keeper of the minutes and by the chairperson or, if the chairperson is unable to do so, by the deputy chairperson or another member of the executive committee.

§ 9 General Assembly

1. The General Assembly shall be responsible for decisions in the following matters:
   
   
   1. Amendments to the Articles of Association,
      
      
   2. the dissolution of the Association,
      
      
   3. the appointment of honorary members and the expulsion of members from the Association (§ 4 para. 3 sentence 2),
      
      
   4. the election and dismissal of the members of the Executive Board,
      
      
   5. the acceptance of the annual report and the discharge of the Executive Board,
      
      
   6. the fixing of the admission fee and the membership fees.
      
      
2. At least once a year, if possible in the first quarter, an ordinary general meeting shall be convened by the Executive Board through the Chairperson of the Executive Board or, if he/she is prevented from doing so, his/her deputy. The meeting shall be convened in writing or by e-mail, giving two weeks' notice and stating the agenda.
   
   
3. The agenda shall be set by the Executive Committee. Each member of the association may apply for an addition to the agenda in writing or by e-mail to the executive committee at the latest one week before the general meeting. The Executive Committee shall decide on the application. The General Assembly shall decide on motions on the agenda which have not been included by the Executive Committee or which are put forward for the first time at the General Assembly by a majority of the votes cast; this shall not apply to motions which have as their object an amendment to the Statutes, the dissolution of the Association or changes to membership fees.
   
   
4. The Executive Board shall convene an extraordinary General Assembly of Members through the Chairperson of the Executive Board or, if he/she is prevented from doing so, his/her deputy, if the interests of the Association so require or if a quarter of the members request this in writing or by e-mail to the Chairperson of the Executive Board, stating the purpose and the reasons. Insofar as circumstances permit, a notice period of two weeks shall be observed and the agenda shall be announced with the invitation.
   
   
5. The general meeting shall be chaired by the chairperson or, if the chairperson is prevented, by the deputy chairperson and, if the deputy chairperson is prevented, by a chairperson to be elected by the general meeting.
   
   
6. The General Assembly shall constitute a quorum if at least one third of all members of the Association are present or represented. In the event of a lack of quorum, the Executive Committee shall be obliged to convene a second General Assembly with the same agenda within four weeks by the Chairman of the Executive Committee or, if he is prevented from doing so, by his deputy. This meeting shall constitute a quorum irrespective of the number of members present. This must be pointed out in the invitation.
   
   
7. Each founding and full member is entitled to vote with one vote each. In the case of legal entities and registered commercial partnerships, the legal representative shall be entitled to vote. If the legal entity/registered commercial partnership has several legal representatives, only one of these representatives may cast the vote for the legal entity/registered commercial partnership. If the legal person/registered commercial partnership has authorised a representative in accordance with § 3 Para. 2 of the Association's Statutes, then the regulation on the right to vote shall apply accordingly to this representative.sustaining members are not entitled to vote.

   Honorary members who were already active as full members before their appointment retain their voting rights. In other cases, the Executive Committee shall decide.

8. The General Assembly shall decide by open ballot with a majority of the votes cast. If no candidate can obtain a majority of the votes cast, a run-off election shall be held. Resolutions to amend the Statutes, as well as resolutions to dissolve the Association, shall require a majority of three quarters.
   
   
9. Minutes shall be taken of the proceedings of the General Assembly and the resolutions passed. These minutes shall be signed by the keeper of the minutes and the chairman of the meeting.

§ 10 Dissolution of the Association, termination for other reasons, loss of tax-privileged purposes

1. The dissolution of the Association may only be decided at a General Meeting convened for this purpose and in the form provided for in § 9 para. 8.
   
   
2. In the event of the dissolution of the Association, the Chairperson of the Executive Committee and his or her Deputy shall be joint liquidators with power of representation, unless the General Assembly appoints other persons.
   
   
3. In the event of the dissolution or annulment of the Association or in the event of the discontinuation of tax-privileged purposes, the assets of the Association shall fall to a legal entity under public law or another tax-privileged corporation for the purpose of promoting research and development or popular and vocational education.
   
   
4. The above provisions shall apply mutatis mutandis if the association is dissolved for any other reason or loses its legal capacity.
   
   
5. Should individual provisions of these Statutes be or become legally ineffective, the effectiveness of all other provisions shall remain unaffected.
   
   
6. In the case of a legally ineffective provision, the General Assembly shall adopt a legally effective provision which corresponds in its effect to the meaning of the original provision as far as legally permissible.

§ Section 11 Restrictions on the exchange of information and antitrust compliance

1. The association and its members are expressly committed to compliance with anti-trust regulations.
   
   
2. The members of the Association agree to limit the exchange of information to that which is necessary to carry out the purposes of the Association. In particular, the members of the association are aware and assure that they will not exchange any competitively sensitive information, e.g. business secrets / strategic information such as prices, markets, customers.

§ 6 Membership fees

1. Membership fees shall be paid annually by each member and shall be due in advance on 15 January of each year. If a member joins during the calendar year, the membership fee shall be based on the number of months remaining in the calendar year (including the month of joining).
   
   
2. The amount of the membership fees shall be determined by the general meeting. In doing so, the openness of the association to the general public shall be adequately taken into account.
   
   
3. Honorary members may be exempted from membership fees by resolution of the General Assembly. If persons who are already full members of the Association are appointed honorary members, the exemption from membership fees shall apply from the time of appointment. There shall be no refund of fees previously paid.
   
   
4. Further provisions are set out in the Rules of Contribution.

§ 7 Organs of the Association

1. The organs of the association are the board of directors and the general meeting.

§ 8 The Board of Directors

1. The Executive Board of the Association is responsible for representing the Association in accordance with § 26 BGB and for managing its business. In particular, it has the following tasks:
   
   
   1. the convening and preparation of general meetings including the setting of the agenda,
      
      
   2. the execution of resolutions of the General Assembly,
      
      
   3. the administration of the Association's assets and the preparation of the annual report,
      
      
   4. the admission and exclusion (§ 4 para. 3 sentence 3) of members,
      
      
   5. Report to the General Assembly on the essential affairs of the Association at least once a year.
      
      
2. The Board of Directors shall consist of the Chairperson, the Deputy Chairperson and the Treasurer. In addition, the number of Board members shall be determined by the General Assembly.
   
   
3. The Association shall always be represented jointly by two members of the Board.
   
   
4. The members of the Executive Committee shall be elected individually by the General Assembly for a period of two years. Only members of the Association may be members of the Board. If the member of the Association is a natural person, then the natural person himself/herself shall join the Board; in the case of a legal person/registered commercial partnership, the legal person/registered commercial partnership shall send a representative who shall then act as a member of the Board. The re-election or early dismissal of a member by the general meeting is permissible. A member shall remain in office after the expiry of the regular term of office until the election of his successor. If a member leaves the Board prematurely, the remaining members are entitled to elect a member of the Association to the Board until the election of the successor by the General Assembly.
   
   
5. Each member of the Association may not be represented on the Board by more than one person. In the case of a legal person/registered commercial partnership, only one delegated representative may serve on the Board. Should an elected or legal representative of a legal person/registered commercial partnership be active on the board for several companies, he/she is only allowed to be delegated by one of these companies. If the delegated board member is no longer part of the legal entity/registered commercial partnership (e.g. due to termination) or if the membership of the legal entity/registered commercial partnership expires for reasons stated in § 4 paragraph 1 and 3, the board member is permitted to apply for membership of the association as a natural person in accordance with the requirements of § 3 paragraph 5. The general meeting shall decide on the continued execution of the board office of this person.
   
   
6. The Executive Committee shall meet as required. Meetings shall be convened by the Chairperson or, if the Chairperson is prevented from doing so, by the Deputy Chairperson. A notice period of one week shall be observed. The Executive Committee shall constitute a quorum if at least two members are present. Resolutions shall be passed by a majority of the valid votes cast. In the event of a tie, the Chairperson shall have the casting vote, or, if the Chairperson is unable to attend, the Vice-Chairperson shall have the casting vote.
   
   
7. The resolutions of the Executive Committee shall be recorded in the minutes. The minutes shall be signed by the keeper of the minutes and by the chairperson or, if the chairperson is unable to do so, by the deputy chairperson or another member of the executive committee.

§ 9 General Assembly

1. The General Assembly shall be responsible for decisions in the following matters:
   
   
   1. Amendments to the Articles of Association,
      
      
   2. the dissolution of the Association,
      
      
   3. the appointment of honorary members and the expulsion of members from the Association (§ 4 para. 3 sentence 2),
      
      
   4. the election and dismissal of the members of the Executive Board,
      
      
   5. the acceptance of the annual report and the discharge of the Executive Board,
      
      
   6. the fixing of the admission fee and the membership fees.
      
      
2. At least once a year, if possible in the first quarter, an ordinary general meeting shall be convened by the Executive Board through the Chairperson of the Executive Board or, if he/she is prevented from doing so, his/her deputy. The meeting shall be convened in writing or by e-mail, giving two weeks' notice and stating the agenda.
   
   
3. The agenda shall be set by the Executive Committee. Each member of the association may apply for an addition to the agenda in writing or by e-mail to the executive committee at the latest one week before the general meeting. The Executive Committee shall decide on the application. The General Assembly shall decide on motions on the agenda which have not been included by the Executive Committee or which are put forward for the first time at the General Assembly by a majority of the votes cast; this shall not apply to motions which have as their object an amendment to the Statutes, the dissolution of the Association or changes to membership fees.
   
   
4. The Executive Board shall convene an extraordinary General Assembly of Members through the Chairperson of the Executive Board or, if he/she is prevented from doing so, his/her deputy, if the interests of the Association so require or if a quarter of the members request this in writing or by e-mail to the Chairperson of the Executive Board, stating the purpose and the reasons. Insofar as circumstances permit, a notice period of two weeks shall be observed and the agenda shall be announced with the invitation.
   
   
5. The general meeting shall be chaired by the chairperson or, if the chairperson is prevented, by the deputy chairperson and, if the deputy chairperson is prevented, by a chairperson to be elected by the general meeting.
   
   
6. The General Assembly shall constitute a quorum if at least one third of all members of the Association are present or represented. In the event of a lack of quorum, the Executive Committee shall be obliged to convene a second General Assembly with the same agenda within four weeks by the Chairman of the Executive Committee or, if he is prevented from doing so, by his deputy. This meeting shall constitute a quorum irrespective of the number of members present. This must be pointed out in the invitation.
   
   
7. Each founding member and each ordinary member is entitled to vote with one vote each. In the case of legal entities and registered commercial partnerships, the legal representative shall be entitled to vote. If the legal entity/registered commercial partnership has several legal representatives, only one of these representatives may cast the vote for the legal entity/registered commercial partnership. If the legal person/registered commercial partnership has authorised a representative in accordance with § 3 Para. 2 of the Association's Statutes, then the regulation on voting rights shall apply accordingly to this representative. Supporting members are not entitled to vote. Honorary members who were already active as full members before their appointment retain their voting rights. In other cases, the Executive Committee shall decide.
   
   
8. The General Assembly shall decide by open ballot with a majority of the votes cast. If no candidate can obtain a majority of the votes cast, a run-off election shall be held. Resolutions to amend the Statutes, as well as resolutions to dissolve the Association, shall require a majority of three quarters.
   
   
9. Minutes shall be taken of the proceedings of the General Assembly and the resolutions passed. These minutes shall be signed by the keeper of the minutes and the chairman of the meeting.

§ 10 Dissolution of the Association, termination for other reasons, loss of tax-privileged purposes

1. The dissolution of the Association may only be decided at a General Meeting convened for this purpose and in the form provided for in § 9 para. 8.
   
   
2. In the event of the dissolution of the Association, the Chairperson of the Executive Committee and his or her Deputy shall be joint liquidators with power of representation, unless the General Assembly appoints other persons.
   
   
3. In the event of the dissolution or annulment of the Association or in the event of the discontinuation of tax-privileged purposes, the assets of the Association shall fall to a legal entity under public law or another tax-privileged corporation for the purpose of promoting research and development or popular and vocational education.
   
   
4. The above provisions shall apply mutatis mutandis if the association is dissolved for any other reason or loses its legal capacity.
   
   
5. Should individual provisions of these Statutes be or become legally ineffective, the effectiveness of all other provisions shall remain unaffected.
   
   
6. In the case of a legally ineffective provision, the General Assembly shall adopt a legally effective provision which corresponds in its effect to the meaning of the original provision as far as legally permissible.

§ Section 11 Restrictions on the exchange of information and antitrust compliance

1. The association and its members are expressly committed to compliance with anti-trust regulations.
   
   
2. The members of the Association agree to limit the exchange of information to that which is necessary to carry out the purposes of the Association. In particular, the members of the association are aware and assure that they will not exchange any competitively sensitive information, e.g. business secrets / strategic information such as prices, markets, customers.