Statutes - DOSBA
This document has been translated from the original Dutch version. In case of differences in interpretation between the English and Dutch versions, the original Dutch version shall prevail.
Article 1
Name, registered office, date of establishment, fiscal year
The association bears the name: "Vereniging Open Source Nederland" or, in short, VOSN, and has its registered office in Utrecht. The association was established on December 2, 1999, and is formed for an indefinite period. The fiscal year coincides with the calendar year. The first fiscal year runs from the date of establishment through December 31, 2025.
Article 2
The association aims to promote the development and professional use of open source products in the Netherlands. An open source product is generally understood to mean software for which the source code is public and may be freely used; a more specific definition may be provided in the internal regulations referred to in Article 13.
The association seeks to achieve its goal by providing information to potential users and developers in the Netherlands, managing generic internet domains, setting up web portals, maintaining press relations, initiating demonstration projects, and engaging in any other activities that may support this goal, all in the broadest sense of the word.
Article 3
Members and donors
The association has members and donors. Legal entities based in the Netherlands that supply products and/or services or conduct activities related to open source products may be admitted as members.
A legal entity may be admitted as a member after the competent body of that entity has submitted a request to the board of the association.
The board decides on the admission based on guidelines established by the General Assembly in the internal regulations. If these guidelines do not provide sufficient clarity, the board decides. In case of non-admission, the General Assembly may still decide to admit the applicant.
The board maintains a register containing the names and addresses of all members.
Donors are those who have declared their willingness to support the association financially each year with a minimum contribution to be determined by the General Assembly. Both natural and legal persons may become donors.
Article 4
Termination of membership
Membership ends:
- upon dissolution of the member legal entity;
- by resignation by the member;
- by cancellation by the association;
- by expulsion from membership.
Resignation is only possible in writing before December 1; otherwise, the membership will continue until the end of the following year, unless the board decides otherwise.
Cancellation by the association or expulsion is carried out in writing by the board, with a statement of reasons. An appeal to the General Assembly is possible within one month.
In the case of an appeal, the member remains suspended until the decision of the General Assembly. Contributions remain due unless otherwise decided by the board.
Article 5
Contributions and financial resources
Members pay an annual contribution as determined by the General Assembly. Financial resources consist of contributions, donations, legacies, inheritances, and other income.
Article 6
Board
The board consists of at least three persons, appointed by the General Assembly from among the representatives of the members. Only one representative per member legal entity may serve on the board.
The board appoints an executive committee: chairperson, secretary, and treasurer.
Board members serve a maximum term of three years and are eligible for re-election. In the event of dismissal or resignation, a successor is appointed for the remaining term.
The General Assembly may dismiss or suspend a board member at any time with a two-thirds majority.
Board membership also ends upon resignation, termination of the member representation, or if the individual is no longer a delegate.
Article 7
Representation
The association is represented by the board and the executive committee. The treasurer may sign independently for amounts up to 2,500 guilders.
Important legal actions require approval by the General Assembly. If there are fewer than three board members, the board remains authorized but must be supplemented as soon as possible.
Article 8
General Assembly
Members are represented by delegates as regulated in the internal regulations. The General Assembly holds all powers not assigned to the board.
All delegates of members have access to the General Assembly, except when suspended. The meeting is convened by the board with at least seven days' notice.
At the request of at least one-tenth of the voting members, an additional meeting must be convened within four weeks. If this is not done, the requesting parties may convene the meeting themselves.
The chairperson presides over the meeting. Minutes are taken, and a notarial record may be prepared if requested.
Article 9
Decision-making
Each delegate has one vote. Decisions are made by a simple majority unless otherwise stipulated. Proxy voting is not permitted.
Votes concerning individuals are by written ballot; other votes are by voice unless a different method is requested. In the event of a tie on non-personal matters, the proposal is rejected.
In case of a tie in voting on individuals, a second round of voting takes place, followed by a drawing of lots if necessary.
Unanimous decisions taken outside of meetings are valid if made with the knowledge of the board and recorded in the minutes.
Article 10
Annual report; accounts and accountability
The board maintains financial records and presents accounts and accountability to the General Assembly annually before July 1.
An audit committee of two members (non-board members) carries out an annual audit. Alternatively, an accountant may be appointed.
Approval by the General Assembly grants discharge. Records must be retained for at least ten years.
Article 11
Amendment of the statutes
Amendment of the statutes requires a decision of the General Assembly by a two-thirds majority at a meeting where at least two-thirds of the delegates are present.
If there is insufficient attendance, a second meeting is held in which the amendment can still be adopted. The amendment takes effect only after it is executed by notarial deed.
Article 12
Dissolution
Dissolution requires a three-quarters majority at a meeting with at least three-quarters of the delegates present. If the quorum is not met, a second meeting with the same voting requirement will follow.
In case of dissolution, liquidation will be carried out by the board unless otherwise determined. Any remaining assets will be allocated to a purpose aligned with the association’s objective.
The association continues to exist during the liquidation process and adds "in liquidation" to its name.
Article 13
Internal regulations
The General Assembly adopts internal regulations for matters required or deemed desirable under the statutes. The regulations may not conflict with the law or the statutes.
