Art. 1 – Name and legal form

The association operates under the name of the Mage-OS Association (the “Association”).

Art. 2 – Registered office

The Association has its registered office in Poznań, Poland. The area of Association’s activity is the European Union and other countries using the Mage-OS platform.

The Association is established for an indefinite period of time.

Purpose and Tasks

Art. 3 – Purpose

The purpose of the Mage-OS Association is to enable the long-term success of the Magento ecosystem by empowering the community to maintain and develop the Mage-OS platform (based on Magento Open Source) through communication, coordination, and funding.

In particular, the Association has the following goals:

  • Maintain and develop the Mage-OS platform;
  • Increase the number of people involved in the Magento ecosystem and the Mage-OS platform;
  • Nurture good vibes and values;
  • Increase the share of the Magento ecosystem in the ecommerce market;
  • Increase confidence in the Magento ecosystem;
  • Position Mage-OS as a leading option for custom ecommerce development;
  • Facilitate access to Magento providers.

The Association conducts business activity in the areas of:

  • 62.01 – Software services
  • 62.02 – IT consulting
  • 62.03 – Infrastructure management related services
  • 62.09 – Other IT and computer services
  • 58.29 – Publishing of software
  • 82.30 – Event (expo, conferences, etc) organization
  • 63.12 – Internet portals
  • 47.41 – Computers and software licenses b2c selling
  • 85.60 – Education support
  • 85.59 – Other education activities

Art. 4 – Tasks

The Mage-OS Association will achieve its purposes by:

  • Coordinating and funding the Mage-OS platform development and long-term support;
  • Creating quality content that supports the long-term livelihood of the platform and the Magento ecosystem;
  • Funding and supporting events that align with the Mage-OS Association purposes;
  • Providing documentation and education/certification paths;
  • Supporting organizations empowering the Magento Open Source ecosystem;
  • Providing insights, research, and materials to support these outcomes.

Membership

Art. 5 – Classes of members

Membership in the Mage-OS Association shall be open to anybody adhering to the Association’s statutes and code of conduct and who submits a declaration of intent to the Board of Directors to join the Association. The decision on admission of new members to the Association shall be made by the Board of Directors in accordance with the rules set forth in these statutes.

We distinguish three classes of members: regular members, honorary members, and supporting members, all having the same voting rights and obligations unless stated otherwise elsewhere in these statutes, and supporting members only have an advisory vote at the General Assembly.

The Association may be joined by natural persons who do not have Polish citizenship and do not reside in the territory of the Republic of Poland.

A – Regular members

Dues-paying natural persons are entitled to join the Association as regular members. Dues shall be determined annually by the Board of Directors.

B – Honorary members

Honorary members are people who have rendered a particular service to the Association or its objectives. Membership lasts one year after election by the General Assembly. Honorary members shall be exempt from the membership fee obligation.

Nominations for honorary membership may be submitted either by the Board of Directors or by 10% of the members of the Association. Such nominations should be submitted to the President prior to the General Assembly.

C – Supporting members

Supporting members are dues-paying individuals or legal entities that have given financial assistance, in material or substance, to achieve the objectives of the Association. The Association reserves the right to review all prospective supporting members and contributions, and decline any considered contrary to the Association’s best interests.

Art. 6 – Leaving the Association

Any member with a formal role in the Mage-OS Association shall be entitled to leave the Association by giving one months’ written notice to the Board of Directors.

All other members may leave the Association at any time by giving notice to the Board of Directors, or by not renewing membership at the end of a membership year. Any dues paid prior to leaving the Association will be considered support for the Association’s activities, and will not be refunded.

Membership shall also end upon dissolution of the legal person or the death of the member.

Art. 7 – Suspension or termination of membership

Any member that violates statutes, regulations, resolutions, code of conduct, or otherwise acts in a manner that is seriously contrary to the interests of the Association, can have their membership suspended or terminated by the Board of Directors. The Board of Directors must notify the person of the grounds for the action, and prepare a resolution for review at the next Board of Directors meeting.

Before the resolution is voted on, the Board of Directors shall give the member an opportunity to state his/her position. The Board should inform the member about the planned date of resolution. The Board is not bound by the state of the member under review.

Any person can report misconduct of a member to the Board of Directors. In such case, the Board shall investigate, and if unacceptable behavior is determined to have occurred, the Board of Directors will be entitled to terminate, suspend, or send written warning to the member to change their conduct. If warned, the Board is entitled to suspend a member if the member’s conduct has not improved during two weeks after being given a warning.

Termination or suspension of membership shall require a majority decision by the Board of Directors.

A member can be suspended for a fixed period of time, no longer than 12 months.

Termination of a membership will be considered indefinite. A terminated member shall be entitled to appeal the decision with the Board of Directors no less than six months after their membership is terminated. The Board’s decision on the appeal is final.

Terminated members may be reinstated only upon the affirmative vote of a majority of the Board of Directors then in office. Suspended members will be reinstated at the conclusion of their suspension term, or by the affirmative vote of a majority of the Board of Directors.

Terminated or suspended members are deprived of any active or passive right to vote, and may not participate in any Association activities, until such a time as their membership is restored.

Non-members of the Association may be disallowed from further participation in Association activities at any time, for violation of statutes, regulations, resolutions, code of conduct, or otherwise unacceptable behavior or actions.

Art. 8 – Rights and Duties of Members of the Association

Members of the Association have the right to:

  • participation in the General Assembly,
  • active and passive participation in elections to the authorities of the Association,
  • active participation in the activities of the Association.

Members of the Association are obliged to:

  • comply with the statute and resolutions of the Association’s authorities,
  • regular payment of contributions,
  • concern for the well-being and development of the Association.

Honorary members are exempt from paying membership fees, in accordance with the principles set out in § 5 point B of the Statute.

Supporting members do not have the right to actively and passively participate in the elections of the Association’s authorities and have only an advisory vote at the General Assembly.

Organization

Art. 9 – Governing bodies

The organs of the Association shall be:

  1. General Assembly
  2. Board of Directors
  3. Business Control Committee

There may be other organs and committees in the Association than those indicated above.

Art. 10 – Assemblies

The Board of Directors shall keep minutes of all Assembly resolutions. Votes that have been taken shall be summarized and recorded in the minutes.

All General Assemblies and Special Assemblies will have a Chair appointed in advance by majority vote of the Board of Directors, or else the Actuary will act as Chair of the Assembly.

A – General Assembly

The General Assembly is the supreme governing body of the Association. The General Assembly is an annual meeting that all members of the Association may join.

The General Assembly is convened by the Board of Directors and takes place in the first half of every year.

The Board of Directors will invite Association members in writing at least 30 days before the meeting (via email), with the meeting location, time, and agenda items together with the information on the possibility of remote participation in the General Assembly.

Each member of the Association can submit requests or topics to the agenda of the General Assembly. Such requests must be submitted to the Chair at least 14 days prior to the General Assembly, in writing and with substantiation. The Chair may require a reasonable number of member signatures to be included with each agenda request for the General Assembly. The Chair of the General Assembly shall announce supplemental agenda items to the General Assembly at the beginning of the meeting.

Standard business of the General Assembly will include:

  • Acceptance of the annual report drawn up by the Board of Directors
  • Acceptance of the annual financial statements, and the reports of the Business Control Committee
  • Granting of discharge to the Board of Directors
  • Granting of discharge separately to the Treasurer
  • Granting of discharge to the Business Control Committee
  • Review of the budget for the current year
  • Processing of applications for the Board of Directors and elected committees
  • Election of the Board of Directors and elected committees
  • Changes to the Association statutes
  • Appointment of honorary members

Failure to discharge shall be tantamount to removal from the office held.

B – Special Assembly

A special meeting of the Association’s membership may be called by the President or by a majority of the Board of Directors.

The Board of Directors must invite all members in writing at least 15 days prior to the Special Assembly (via email), with the meeting location, time, and agenda items.

Art. 11 – Quorum and voting

A quorum for any General Assembly or Special Assembly of the Mage-OS Association shall be the number of members in attendance. Unless otherwise specified in these statutes, decisions of the Association shall be made by a majority vote of those members present at the Assembly.

Participation in a General Assembly or Special Assembly shall also be possible remotely without physical presence, via electronic transmission.

All regular and honorary members in good standing shall have one vote each to be cast during attendance at any General or Special Assembly. Electronic participation and voting shall only apply as valid if the member can be clearly identified.

Supporting members in good standing will have a number of advisory votes determined by their supporting membership level. The supporting membership levels and the associated advisory number of votes shall be determined by the Board of Directors annually.

Each member may vote only on their own behalf.

In the case of a tied vote during an Assembly, the Chair of the Assembly shall cast the deciding vote.

Art. 12 – Board of Directors

The Board of Directors (also referred to as the Board) consists of the President, Vice President, Actuary, Treasurer, and at least two other Board members.

Art. 13 – Duties of the Board

The Board of Directors shall manage the affairs of the Mage-OS Association, in compliance with these statutes.

In particular, the Board shall be responsible for:

  • External representation of the Mage-OS Association
  • Preparation of the business of the General Assembly
  • Execution of the decisions of the General Assembly
  • Approval of the Association budget, as submitted by the Treasurer
  • Drawing up and reviewing the annual financial statement
  • Strategy of the Mage-OS Association
  • Staffing of the Board duties
  • Deployment of committees and individual persons without decision-making authority for special tasks
  • Definition of the application procedure for project contributions
  • Reviewing project applications, in line with Association statutes and interests
  • Verification of the approved projects
  • Handling matters of membership status
  • Deciding on other matters of particular significance

The Board of Directors shall issue Rules of Procedure, and shall regulate its tasks and division of responsibility therein.

Each year, the Board of Directors shall prepare an annual report concerning its activity for the General Assembly.

Art. 14 – Duties of the Board members

A – President

The President shall prepare the agenda and preside at all Board meetings of the Mage-OS Association; shall chair the Board of Directors; shall appoint chairs of committees, with majority approval of the Board; and shall monitor the Association activity within the framework of resolutions of the General Assembly and of the Board of Directors.

B – Vice President

The Vice President shall assist the President, and preside at meetings in the absence of the President.

C – Actuary

The Actuary shall keep minutes and written records of majority and minority opinions expressed at all meetings; shall be responsible for all correspondence of the Mage-OS Association; and shall make records of the Association available for inspection for any proper purpose in a reasonable time.

D – Treasurer

The Treasurer shall be accountable for all funds, and shall give an accounting at each general assembly; shall receive, safe keep, and disburse the Mage-OS Association funds, in accordance with these statutes; shall maintain records of finances and expenditures for auditing and budgetary purposes; and shall prepare and present the annual budget to the Board.

Art. 15 – Election of Board members and term of office

Only regular and honorary members of the Mage-OS Association can be elected to the Board. Re-election is permitted. The Board shall have a minimum of six and a maximum of nine members.

The term of office for the Board of Directors is two years, with each year starting July 1st.

The inaugural Board of Directors is selected by the founding members. The first Board will be composed of people from outside the group of members of the Association. Four of the inaugural board members will be selected by the Board to have a term of three years. This will serve to ensure continuity via rolling board member replacement in the future.

At the end of each term of office, elections for vacated seats of the Board of Directors will be held during the General Assembly.

Every member of the Mage-OS Association may nominate themselves or another member for candidacy in the Board election. Nominees must confirm their candidacy in advance. Written notice of proposed Board candidates must be submitted to the Board no later than seven days before the General Assembly. Nominees may apply for a particular role in the Board of Directors. The Board of Directors may be elected during the General Assembly, or prior to the General Assembly by online voting. In this case, members must be granted a reasonable advance term for the announcement of Board candidates.

The outcome of the election shall be 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 will be made by lot.

The election and assignment of functions (president, vice president, actuary, and treasurer) shall be performed during or prior to the General Assembly, before the start of a new term of office, by a simple majority of the attending members.

Candidates for the office of president must have held a position on the Board of Directors previously.

Termination of Mage-OS Association membership also terminates the office of a Board of Directors member.

In the case of by-elections during the term of office, the newly elected Board member completes the predecessor’s term of office. Instead of by-elections, the Board of Directors may also ask the next ranking candidate from the previous election whether they want to move up. If more than three Board members step down during a term of office, new elections must be held for all vacated positions via a Special Assembly.

Intent to leave the Board of Directors must be declared in writing. In this case, the obligations to the Association for the current year of membership must be fulfilled.

In the event that a Board of Directors member fails to uphold their duties or is otherwise absent from Board activities for a period of 30 consecutive days without notice, the Board may vote to remove the office and responsibilities of that member. In that event, the removed member’s position in the Board of Directors shall be considered vacant.

If a member of the Board of Directors resigns during their term, or in the event a position in the Board of Directors is vacant, the other members of the Board of Directors take over the responsibilities until the position is filled.

Art. 16 – Quorum, circular resolutions, decision of the President

Meetings of the Board of Directors shall be convened by the President of the Board, as often as business matters may require.

The Board of Directors shall have a quorum if at least four of the members of the Board are present for a meeting.

The President can call for circular resolutions. A circular resolution shall be valid only with the unanimous vote of all members of the Board.

The Board of Directors should strive for consensus in its decisions. The Board shall decide matters through a majority vote of the members of the Board present, unless otherwise specified in the statutes. If a vote is tied, the President shall cast the deciding vote.

On request of a member of the Board of Directors, a vote may be conducted by secret ballot. Otherwise, all resolutions shall be recorded in the meeting minutes. Each member of the Board shall be entitled to provide a minority opinion to be included in the minutes.

Art. 17 – Signature policy

A joint signature of two members of the Board of Directors shall be required. The President, or Vice President, or Treasurer, together with an additional member of the Board, shall sign in each case.

Art. 18 – Business Control Committee

The Business Control Committee shall consist of two 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 regular and honorary members of the Mage-OS Association can be elected to serve as members of the Business Control Committee. Members may not serve on the Business Control Committee while also serving on the Board or otherwise receiving Association funds. Members of the first Business Control Committee are appointed by the founding members of the Association from outside the group of founding members.

Termination of membership in the Mage-OS Association shall also terminate the office of a member of the Business Control Committee.

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 Board of Directors quarterly and shall report to the General Assembly annually in writing.

The Business Control Committee supervises the activities of the Association. In particular, it can, depending on the needs, appoint an external auditing company to examine both the financial statements of the association and other accounting documents. The Business Control Committee also reviews the books of the Association and shall publish annually a report on the audit of those books.

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

Art. 19 – Other committees

The Board of Directors shall be entitled to use advisory committees or individual persons without decision-making authority for special tasks.

Deployment of a new advisory committee requires a written request of a Board member, including justification, scope of the committee’s responsibilities, and proposed members of committee. This will be voted by resolution of the Board. The board may accept the proposed members or appoint its own from among members of the Association.

An advisory committee, deployed by the Board of Directors, can request changes to its members and chair. This is subject to approval by the Board.

Art. 20 – Conflicts of interest

Any time a Board member has a financial or personal interest in a matter coming before the Board of Directors, the member and Board must ensure that:

  1. The interest of that Board member is fully disclosed.
  2. The interested Board member may not vote or lobby on the matter, or be counted in determining the existence of a quorum, at a meeting of the Board of Directors at which such matter is voted upon.
  3. Any transaction in which a Board member has a financial or personal interest shall be voted on if determined to be in the best interests of the organization, by members of the Board who do not possess that financial or personal interest in the transaction.
  4. Any payments to an interested Board member shall be reasonable and not exceed fair market value.
  5. The minutes of meetings at which such votes are taken shall record the disclosure, abstention, and rationale for approval.

All members of the Board, committees, and all persons employed directly or by grants or loans, must avoid any appearance of a conflict of interest with the Association in their behavior and actions. In the event of a significant or persistent conflict, the Board may rule that such person must take actions to mitigate or resolve that conflict. If the person does not do so within 30 days of notification, they must end their role with the Association.

Finances

Art. 21 – Fiscal year

The fiscal year of the Association corresponds to the calendar year, with the first financial year ending on December 31, 2022.

Art. 22 – Membership year

The membership year shall apply individually for each individual member. It shall start upon payment of the annual membership dues.

Art. 23 – Funds

The Mage-OS Association procures its funds from:

  • Membership fees, and other fees for joining the Association;
  • Donations, bequests and inheritances, and funds derived from public generosity;
  • Grants, subsidies, shares, and deposits;
  • Income from assets of the Association, and income from its own activities.

Membership fees shall be determined annually by the Board of Directors, and such changes will be updated annually in the Mage-OS Association’s policies.

In exceptional situations, the Board of Directors may exempt a member from fees, or postpone the date of their payment.

At any time, members and third parties shall be entitled to inject funds that the Mage-OS Association can freely dispose of for the achievement of its objectives.

The Mage-OS Association’s expenditures shall be specified in the budget. The budget shall show the appropriated amounts per legal transaction. The budget shall be prepared by the Treasurer and decided on by the Board of Directors. Budget applications shall be formally reviewed by the Treasurer.

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

Art. 24 – Compensation

Reasonable compensation can be granted to members of the Board of Directors and of the Business Control Committee. This must be specified in the budget and approved by the General Assembly.

Art. 25 – Liability

The individual member shall only be obligated to pay their annual membership fees.

Art. 26 – Claims to assets

Members who leave or are terminated from the Mage-OS Association shall lose any claim to Association assets.

Art. 27 – Transfer of assets

Mage-OS Association shall not transfer ownership of any non-financial assets, rights, or other intellectual property to the exclusive control of any entities or individuals, except by the affirmative vote of two-thirds of members present at a General or Special Assembly. The resolution must enumerate all specific assets or rights to be transferred by the vote, and any terms that the proposed transfer is subject to.

Final provisions

Art. 28 – Statutory obligation

Each member shall be given a copy of these statutes. At admission to the Mage-OS Association, a member shall acknowledge these statutes and shall be obligated to comply with and honor the resolutions and directives of the responsible governing bodies of the Association.

Art. 29 – Statutory amendments

These statutes can be amended by resolution during a General Assembly. Such resolutions must be approved by the affirmative vote of two-thirds of the members present.

Art. 30 – Dissolution or Merging of the Mage-OS Association

To dissolve the Mage-OS Association, the action must first be proposed and approved by circular resolution of the Board of Directors. Thereafter, the board must convene a General or Special Assembly to present and vote on the action. Two-thirds of voting members must be present at the Assembly convened for this purpose. The dissolution shall be approved if three-fourths of the voting members present vote in favor of the action.

If two-thirds of the voting members of the Mage-OS Association are not present, after 30 days a second Assembly shall be convened. The dissolution shall be approved if three-fourths of the voting members present vote in favor of the action.

Unless otherwise decided by the Assembly, the President and the Treasurer shall be jointly authorized liquidators. Any assets remaining after liquidation and settlement of obligations shall be donated to a charitable organization determined by the Assembly. These provisions shall also apply if the Association is dissolved for a different reason or loses its legal capacity.

Mergers shall follow the same procedure as for dissolution of the Association, without any liquidation of assets thereafter. The details of the proposed merge must be finalized and approved by circular resolution of the Board of Directors, prior to calling for an Assembly.

Art. 31 – Place of jurisdiction

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

Last updated: October 21, 2022
Approved by founding members: Alessandro Ronchi, Ignacio Riesco, John Hughes, Laura Folco, Maciej Kalkowski, Peter Jaap Blaakmeer, Ryan Hoerr, Simon Sprankel, Thien-Lan Weber, Vinai Kopp, Wouter Steenmeijer

Credit: Much of the document and organizational structure are derived from the Typo3 Association bylaws, with permission. Article 19 uses materials published for non-profits by Hurwit & Associates.