Articles of Association

VERSION
Name, Registration, and Business Language
Object
Finance
Governance
The Executive Board
Supervisory Board
The Raku Community
Change of, Addition to, or Amendment of The Articles of Association
Change of, Addition to, or Amendment of Regulations
Financial year and annual report and accounts
Dissolution and Liquidation

VERSION v0.1.3

Name, Registration, and Business Language

Article 1. Name

The foundation bears the name of: The Raku Foundation.

Article 2. Registration

The foundation has its registered office in Echt.

Article 3. Business Language

All documents related to the Raku Foundation shall be in English, except for those required by the laws of the Netherlands and those required for companies registered in the Netherlands which shall be in the language or languages required by the laws of the Netherlands or the regulations covering registration in the Netherlands.

Object

Article 4.

The object of the Raku Foundation is:

  • to promote and support the use of Raku Programming Language globally,
  • to be an authority to determine the quality of software written in Raku Programming Language,
  • to organise conferences, seminars, workshops and other events to further the Raku Foundation’s other objectives,
  • to coordinate with educational institutions to further the Raku Foundation’s other objectives,
  • to provide consulting and managerial support concerning Raku Programming Language to individuals and other organisations,
  • to facilitate and manage projects that develop software written in or supporting Raku Programming Language,
  • to encourage other individuals and organisations, including for-profit companies, to undertake projects that create or use software written in whole or in part in Raku Programming Language,
  • to start or participate in any enterprise to benefit other objects of the Raku Foundation,
  • to do everything that is directly or indirectly connected with or can be beneficial to the above, all of this in the widest sense of the word.

Finance

Article 5. Revenues

The Raku Foundation gets its revenue from:

  • subsidies and donations,
  • gifts, testamentary dispositions, grants and specific legacies,
  • membership fees,
  • consulting and management fees paid by third parties,
  • profit from the operation of the Raku Foundation,
  • all other acquisitions and revenues.

Article 6. Reserves and Operating Budget

  • The Raku Foundation shall create an operating budget from which its monthly expenses will be paid, on an accrual basis.
  • The Raku Foundation shall create unrestricted reserves, into which revenues from for-profit organisations will be paid.
  • The Raku Foundation shall create restricted reserves, into which will be paid grants for projects, donations, subsidies, gifts, grants and legacies and the like, which may have covenants or conditions about the use to which the monies may be expended.
  • The operating budget may be formed from current revenues from membership fees, consulting and management fees, donations from individuals, interest paid on reserves and investments, and profits from the operation of the Raku Foundation.
  • The operating budget may be augmented by transfers from its unrestricted reserves with the provision that no more than 20% (twenty percent) of the monthly operating budget averaged over the preceeding three months may come from an unrestricted reserve formed from revenues originating from a single for-profit organisation.

Governance

Article 7. Overview

The Raku Foundation shall be governed by three governing bodies, namely

  • its Executive Board,
  • its Supervisory Board,
  • and its Raku Community
The Raku Foundation, its governing bodies, the membership of the governing bodies as individuals, and its agents shall operate according to these Articles of Association, and to the Raku Foundation’s Regulations.

All elections and votes shall be confidential, cast only by the individual with the priviledge to vote, and may not be influenced or mandated by any other person, organisation or entity.

Article 8. Regulations

A list of the Raku Foundation’s Regulations is appended to these Articles of Association.

The Executive Board shall implement and enforce the Regulations, except where the enforcement of a Regulation breaches the laws of a country in which the effect of enforcement occurs.

Article 9. Decision types

Actions affecting the existence, operation, or reputation of the Raku Foundation in any way to be undertaken, executed, set in motion by any officers of the Raku Foundation or any of its agents shall be assigned to one of the following categories

  • Operational
  • Important
  • Foundational

Article 10. Default Action type

All actions that the Executive Board determines need to be taken shall be Operational, except when an action has an effect specified in these Articles of Association or in the Regulations to be the result of an Important or Foundational Action.

Article 11. Actions and action types

Changes of these Articles of Association require a Foundational action.

Changes of the Regulations require an Important action.

An Operational action may be reviewed, converted, or amended by an Important or Foundational action at the request of a member or group of members of the Raku Community, Supervisory Board or Executive Board as set out in the Regulations. An Important action may be reviewed, converted, or amended by a Foundational action as set out in the Regulations.

Article 12. Consent for actions

Before an action is undertaken, executed or set in motion, the action must be formulated into a proposal.

The type of action shall be determined in accordance with these Articles of Association or the Regulations.

The proposal is sent according to the process given in the Regulations to the governing body or bodies, with a request for consent or disapproval to be returned to the Executive Board within a reasonable time, as set forth in the Regulations.

Article 13. Consent for Operational action

An Operation action has consent when a majority of the Executive Board’s members present in a quorate meeting votes in favour of the Action being undertaken, or executed. A quorate meeting of the Executive Board is defined in the Regulations.

An Operational action may be formulated and approval given within the same quorate meeting of the Executive Board.

An Operational action may be taken using an emergency process, which shall be set out in the Regulations.

Article 14. Consent for an Important action

An Important action has consent when

Article 15. Consent for a Foundational action

An Foundational action has consent when

  • when a majority of the Executive Board’s members present in a quorate meeting gives consent, AND
  • a majority of the responding members of the Supervisory Board give consent, providing that forty percent of all the members of the Supervisory Board have responded, using the process set out in the Regulations, AND
  • a majority of responding members of the Raku Community give consent, providing that twenty percent of all the members of the Raku Community have responded, using the process set out in the Regulations.

The Executive Board

Article 16. Number of members

The Executive Board shall consist of an uneven number of individuals (members), as defined in the Regulations, provided that the number is no less than three and no more than 19.

Article 17. Powers of the Executive Board

  • The Executive Board is charged with the management of the Raku Foundation, including management of its enterprise(s) and properties.
  • The Executive Board is authorized to resolve to enter into agreements and to acquire, alienate or encumber registered or other property.
  • The Executive Board is authorized to enter into agreements and contracts by which the Raku Foundation commits itself as a surety or as joint and several debtor, warrants performance by a third party and provides security for a debt of a third party.

Article 18. Representation of the Raku Foundation

The Raku Foundation is solely represented by the Executive Board.

As a result of an Operational Action, the Executive Board may delegate its representation, but not to act in place of the Executive Board, to one or more members of the Executive Board or Supervisory Board.

Article 19. Meetings, Minutes and Operations

The meetings of the Executive Board, the process of minuting proceedings, and the regular operation of the Executive Board are set out in the Regulations.

Article 20. Process of election

The Executive Board shall be elected each year by the Raku Community as follows:

  • The Executive Board shall draw up a list of the current membership with the right to vote; and shall determine the deadline for the ballots to be received, which should be a working day in town of the Head Office, on or close to the 21st of March.
  • A communication shall be sent as defined by the Regulations to all the members of the Raku Community no later than the last working day in town of the Head Office before the 21st of January requesting each member to become a Candidate for election to the Executive Board. No nomination process or qualification is needed, other than a willingness to serve as a member of the Executive Board for a year.
  • A communication shall be sent as defined by the Regulations to all the members of the Raku Community no later than the last working day before 21st February, informing the membership of the upcoming election, the method of the election, the deadline for the receipt of ballots, and a list of the Candidates for election to the Raku Community.
  • Each member of the Raku Community is encouraged to send in a ballot using the process described in the Regulations.
  • At the close of business in town of the Head Office on the day of the deadline, the votes shall be counted as defined below, and the Candidates receiving the most votes, as defined below, shall be considered the members of the Executive Board, starting from 21 April.
  • The members of the Executive Board shall serve from 21 April in one year to 20 April in the next year.

Article 21. Counting of votes

All of the ballots from members received on or before the day of the deadline shall checked for valid votes as follows:

  • Each ballot sent in by a member shall consist of the number of names selected from the list of Candidates as the Regulations specify for the number of Executive Board members.
  • In the event of a duplicated Candidate name, only one shall be considered valid, and the duplicates shall be invalidated.
  • In the event of name recorded in a ballot not on the list of Candidates, that name shall be invalidated.
  • In the event of more than the specifed number of valid Candidate names, the first names to the specified number shall be considered valid and the remainder shall be invalidated.
The valid votes cast for each Candidate shall be counted, with each valid vote considered equal without reference to its position on the list.

Article 22. Determination of Executive Board members

The Candidates up to the number of members of the Executive Board with the most votes shall be declared members of the Executive Board from the following 21st April.

In the event that more Candidates have the top positions than there are Executive Board members specified in the Regulations because two or more Candidates have the same number of votes, then one or more Candidates shall be drawn at random from the group of Candidates sharing the same number of votes until the number of Executive Board members as specified in the Regulations is chosen.

Article 23. First meeting

As soon as possible after the determination of the members of the Executive Board, the member with the most votes shall arrange for the first meeting of the Executive Board, which shall be held as set out in Regulations, and shall take place on April 21st, or as soon after April 21st as possible.

Article 24. Officers

At the first meeting of the Executive Board, the members shall elect its officers as defined in the Regulations, but must include

  • a chair,
  • a secretary,
  • a treasurer.

Article 25. Powers of Officers

All documents of the Raku Foundation must be signed jointly by the Chair and Secretary. All documents pertaining to finances shall also be signed by the Treasurer.

The Secretary shall be the contact for the Raku Foundation for all matters.

Officers only have such powers as set out in these Articles of Association or in the Regulations.

Article 26. Term

An individual is elected to the Executive Board for one year, after which the individual ceases to be a member of the Executive Board, unless the individual is re-elected.

Article 27. Cessation of membership of Executive Board

A member of the Executive Board may cease to be a member because the individual

  • dies or is rendered incapable by disease or accident;
  • resigns in writing (retires);
  • loses the right to dispose of their property;
  • is removed by the court, pursuant to Article 2.298 of the Netherlands Civil Code.
A member of the Executive Board shall only be removed as a result of an Important Action.

Article 28. Filling of a Vacancy

In the event of a vacancy on the Executive Board, the vacancy shall be filled by the Candidate with the next most votes as a result of the election carried out for the current year.

• In the event of two or more Candidates having the next most votes, the Candidate to fill the vacancy shall be randomly chosen from among them.

Article 29. Executive Board remuneration

The members of the Executive Board shall not be paid a remuneration for their activities. However, in so far as the assets of the Raku Foundation allow for this, they have a right to compensation for the expenses incurred by them in the performances of their duties.

Article 30. Code of Conduct

Each member of the Executive Board is expected to adhere to the Code of Conduct, which shall be set out in the Regulations.

Supervisory Board

Article 31. The Supervisory Board consists of members generally respected by the Raku community.

Article 32. A member of the Supervisory Board is appointed as a result of an Important Action.

Article 33. Cessation of membership on Supervisory Board

A member of the Supervisory Board may cease to be a member because the individual

  • dies or is rendered incapable by disease or accident;
  • resigns in writing (retires);
  • loses the right to dispose of their property;
  • is removed by the court, pursuant to Article 2.298 of the Netherlands Civil Code.
A member of the Supervisory Board shall only be removed as a result of an Important Action.

Article 34. Supervisory Board remuneration

The members of the Supervisory Board shall not be paid a remuneration for their activities. However, in so far as the assets of the Raku Foundation allow for this, they have a right to compensation for the expenses incurred by them in the performances of their duties.

Article 35. Powers of the Supervisory Board and its members

The Supervisory Board exists to guide and monitor the Executive Board. All members of the Supervisory Board may vote on Important and Foundational Actions. Each member has one vote on any single Action.

When one third or more members of the Supervisory Board jointly write to the Executive Board, they may require that an Ordinary Action of the Executive Board already taken or proposed to be taken be converted into an Important Action. The Executive Board is required then to postpone the operation or execution of the Ordinary Action and to obtain the consent required for an Important Action. If the consent is not obtained, then the Action must be modified and consent requested as an Important Action.

Article 36. Code of Conduct

Each member of the Supervisory Board is expected to adhere to the Code of Conduct, which shall be set out in the Regulations.

The Raku Community

Article 37. Eligibility for membership

Only physical individuals may become members of the Raku Foundation.

Article 38. Categories of members

There may be one or more categories of members as set out in the Regulations. Categories will differ according to the qualifications for membership, and possibly fees payable.

Each individual member, independent of the category of membership, shall have one ballot in any election or voting process.

Article 39. Becoming a member

An individual fulfilling the qualifications for a category of membership, as set out in the Regulations, shall apply to the Secretary of the Executive Board. Membership starts from the date the Secretary receives the application, provided the individual fulfills the qualifications for the category of membership.

Article 40. Membership fees

Membership fees shall be set in the Regulations and may discounted or waived by the Executive Board as its discretion for good reason, such as because the member is a student, has no disposable income, is prolific contributor to the Raku core or Raku modules, provided that the reason for the waiver or discount is made known to the membership.

Article 41. Fees are donations

Membership fees are donations to the Raku Foundation and once paid may not be refunded.

Article 42. Membership rights

A member has the right to participate in all elections and to vote when consent is being sought for Important and Critial Actions. Each member has one ballot in each election. Once a ballot is cast, it cannot be changed unless a process for doing so is set out in the Regulations.

Article 43. Membership duties

Each member is expected to adhere to the Code of Conduct, which shall be set out in the Regulations.

Each member shall provide the minimal personal, descriptive and contact information as set out in the Regulations in order to maintain a membership list.

Article 44. Cessation of membership

An individual ceases to be a member if the individual

  • dies or is rendered incapable by disease or accident;
  • resigns in writing (retires);
  • loses the right to dispose of their property;
  • is expelled for failing to abide by the Code of Conduct as set out in the Regulations, following the expulsion process set out in the Regulations.

Article 45. Membership list

The Executive Board shall maintain an up to date list of the Raku Community, together with personal, descriptive and contact information as set out in the Regulations.

The information shall be kept in accordance with the privacy laws of the Netherlands.

Neither the Executive Board, nor any of its agents, shall share any information on any member unless a) it has the express consent of the member, or b) it is forced to do so according to the laws of the Netherlands.

Change of, Addition to, or Amendment of The Articles of Association

Article 46.

The Articles of Association shall only be changed, added to or amended as a result of a Foundational Action.

The proposal for such an action may be made by any member of the Raku Foundation.

Article 47.

The Executive Board is obliged to file a copy of the deed of amendment, as well as the amended articles of association at the office of the Trade Register held by the authorized Chamber of Commerce and Industry appointed by law.

Change of, Addition to, or Amendment of Regulations

Article 48.

The Regulations shall only be changed, added to or amended as a result of an Important Action.

The proposal for such an action may be made by any member of the Raku Foundation.

Financial year and annual report and accounts

Article 49. Period

The financial year of the Raku Foundation is the same as the calendar year.

Article 50. Records

The Executive Board is obliged to keep records of the financial condition of the Raku Foundation, in accordance with the requirements arising from these activities, in such a manner and to keep the books, documents, correspondence, computer files and other data carriers pertaining thereto in such a manner that the assets, the rights and obligations of the Raku Foundation can be inspected at all times.

Article 51. Financial reports

Without prejudice to what is provided otherwise by law, the Executive Board is obliged to prepare and put on paper the balance sheet and the statement of income and expenditure of the Raku Foundation each year before the new board is installed. In the event that the Raku Foundation maintains one or more enterprises, which, pursuant to the law, have to be listed in the Trade Register of the Chamber of Commerce, the net turnover and profit or loss of each enterprise shall be stated in the statement of income and expenditure.

Article 52. Archiving

The Executive Board is obliged to keep the books, documents, correspondence, computer files and other data carriers referred to in Article ‘Financial reports’ and Article ‘Records’ for ten years.

The data stored on a data carrier, with the exception of the balance sheet and statement of income and expenditure that have been put on paper, can be transferred to and kept on another data carrier, provided that the transfer takes place with correct and complete representation of the data and that these data will be available throughout the time they have to be retained and will always be legible.

Dissolution and Liquidation

Article 53.

The Raku Foundation shall only be dissolved as the result of a Foundational Action

After its dissolution the Raku Foundation shall continue to exist in so far as is necessary for the liquidation of its assets.

The liquidation shall be carried out by the Executive Board.

The Executive Board shall see to it that the dissolution of the Raku Foundation be listed in the Trade Register of the Chamber of Commerce.

During the liquidation, the provisions of these articles of association shall remain in force as much as possible.

Any liquidation surplus of the dissolved Raku Foundation shall as much as possible be spent in accordance with the object of the Raku Foundation. Resolutions thereto shall be adopted unanimously.

At the end of the liquidation the books, accounts, documents and other data carriers of the dissolved Raku Foundation shall be in the custody of the liquidator appointed by the Executive Board for ten years, thereby ensuring safety, legibility and usability.

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