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Statutes

The Proxeus Association

Governing body responsible for the maintenance and development of the Proxeus software. We also aim to encourage innovation and evangelize the project by launching and supporting community initiatives, as well as creating synergies and partnerships with relevant community projects.

The Association is working to give the project a decentralized structure (DAO) to allow our members to propose guidance on the software. We want to make the Proxeus software the WordPress of the blockchain and democratize the development of blockchain applications.

Statutes

OVERVIEW

Proxeus Association is a non-profit association governed by the present statutes and, secondly, by Articles 60 et seq. of the Swiss Civil Code. It is politically neutral, and non- denominational.

ARTICLE 2

Legal Seat: The Association’s headquarters are located in Berne, Canton of Berne.

Duration: The Association shall be of unlimited duration.

GOALS

ARTICLE 3

The Proxeus software is a powerful workflow engine with blockchain capabilities designed to cover a large spectrum of applications. It is made available as open source code and maintained by a community of users.
The Association shall pursue the following goals:

  • set up a governance mechanism for the Proxeus project;
  • allocate resources to maintainers and developers of the Proxeus open source software; and
  • foster innovation and evangelize the project by launching and supporting community initiatives, as well as by creating synergies and partnering with relevant community- driven projects.

RESOURCES

ARTICLE 4

The Association’s resources are derived from:

  •  donations and legacies;
  • sponsorship;
  • public subsidies;
  • membership fees;
  • any other resources authorized by the law.
    The funds shall be used in accordance with the goals of the Association.

MEMBERS

Article 5

Members of the Association: Initially, the founders shall be the only members of the Association. The General Assembly may define further types of membership and how new members of the Association are accepted.
Membership Fee: Initially, there shall be no membership fees for members of the Association. Later, it is up to the General Assembly to resolve on the introduction of membership fees and to determine the amount owed by the members.

Termination of Membership:

Membership terminates:

  • By written resignation thereby notifying the Executive Board (Art. 14) at least three (3) months before the end of the financial year;
  • By exclusion ordered by the Executive Board for just cause (e.g. non-payment of membership fees or damaging the interests of the Association) with no right of appeal to the General Assembly.
  • Upon death / bankruptcy / liquidation of a member. In all cases of termination, the membership fee (if applicable) for the current year remains due. Members who have resigned or who are excluded have no rights to any part of the Association’s assets.
    No financial liability of Members: Only the Association’s assets may be used for obligations/commitments contracted in its name. Members have no personal liability whatsoever.

ORGANS

ARTICLE 6

The Association shall include the following organs:

  • General Assembly
  • Executive Board

GENERAL ASSEMBLY

ARTICLE 7

Composition: The General Assembly is the Association’s supreme authority. It is composed of all members.
Meetings: The General Assembly shall hold an Ordinary Meeting once each year. It may also hold Extraordinary Meetings whenever necessary, at the request of the Executive Board or at least of one-fifth of its members.

Invitation to Meetings: The Executive Board shall inform the members in writing of the date and place of the General Assembly at least six (6) weeks in advance (email or announcement on the website of Proxeus is sufficient). A detailed notification (email is sufficient), including the proposed agenda, shall be sent to each member at least ten (10) days prior to the date of the meeting. Requests of members to include topics in the agenda must be submitted to the Executive Board prior to the General Assembly.

No Minimal Attendance Requirement: The General Assembly shall be considered valid regardless of the number of members present.

ARTICLE 8

Responsibilities of the General Assembly: The General Assembly:

Appoints the members of the Executive Board and elects, at a minimum, the President, the Secretary and the Treasurer;

  • Notes the contents of the reports and financial statements for the year and votes on their adoption;
  • Approves the annual budget;
  • Supervises the activity of other organs, which it may dismiss, stating the grounds therefore;
  • Appoints an auditor for the Organization’s accounts (if needed);
  • Handling of any exclusion processes;
  • Decides on any modification of statutes; and
  • Decides on the dissolution of the Association.

ARTICLE 9

President of the General Assembly: The General Assembly is presided over by the President. In absence of the President, the General Assembly is presided over by the Vice President or any other member of the Executive Board as determined by the General Assembly.

Proposal of President: The President must be proposed by the Executive Board and acts as both President as well as President of the Executive Board.

ARTICLE 10

Resolutions: Decisions of the General Assembly shall be taken by a majority vote of the members present. In case of deadlock, the President, or in his absence the presiding member, shall have the casting vote.
Resolutions to Amend the Statutes: Decisions concerning the amendment of the Statutes and the dissolution of the Association must be approved by a two-third majority of the members present.

ARTICLE 11

Voting in the General Assembly: Votes are shown by hands or by electronic means made available by the Executive Board, which do not require physical presence of the member at the General Assembly. If at least the majority of the members request it, voting may take place secretly.

ARTICLE 12

Agenda of Ordinary Meeting: The agenda of the Ordinary Meeting of the General Assembly must include:

  • Approval of the Minutes of the previous General Assembly;
  • Approval of the Executive Board’s annual Activity Report;
  • Approval of the statement of the Treasurer
  • Setting of membership fees (if membership fees are introduced);
  • Approval of the budget;
  • Approval of reports and accounts;
  • Election of Executive Board members; and
  • Miscellaneous business.

EXECUTIVE BOARD

ARTICLE 13

Responsibilities of the Executive Board: The Executive Board is authorized to carry out all acts that further the purposes of the Association which have not been allocated to the General Assembly. It has the most extensive powers to manage the Association’s day-to-day affairs.

Composition of Executive Board: The Executive Board will be composed of a minimum of two (2) and a maximum of five (5) members and will be elected by the General Assembly for a one-year period. Seeking re-election is permissible. The Executive Board is self-constituted. Quorum: The Executive Board has a quorum when at least two (2) members are present. Upon motion of the President or on request of a member of the Executive Board, the Executive Board will convene.

Vacancies: If an Executive Board position is vacated the Executive Board will fill the resulting vacancy. The appointment shall be approved by the General Assembly at their next meeting.
Responsibility of President: The President of the Association also presides the Executive Board.

ARTICLE 14

Compensation: The Executive Board members may be reasonably compensated for their work on the Executive Board with a fixed annual compensation. The General Assembly determines the compensation for the Executive Board members, if any. Expenses (actual expenses and travel costs proven by digital receipts) incurred by the Executive Board members shall be reimbursed by the Association.

ARTICLE 15

Function of Executive Board: The functions of the Executive Board are:

  • to take the appropriate measures to achieve the goals of the Association;
  • to convene the Ordinary and Extraordinary Meetings of the General Assembly;
  • to take decisions with regard to the policies for the admission of new members as well as the resignation and possible expulsion of members;
  • to ensure that Statutes are applied, to draft rules of procedure, and to administer the assets of the Association.

ARTICLE 16

Legal requirement to elect Auditors: The Auditors have to be elected by the General Assembly. Following the legal rules in Switzerland, the Association must have its accounting audited in the event that two of the criteria listed below are exceeded:

  1. Balance sheet total of CHF 10 million
  2. Turnover of CHF 20 million
  3. 50 full time employees on yearly average

Voluntary election of Auditors: The General Assembly may, with a two-thirds majority, request the election of an auditor for a limited audit of the accounting even if the above criteria are not met.
Responsibilities of Auditors: The auditor shall check the operating and annual accounts prepared by the Executive Board and present a written and detailed report to the General Assembly.

VARIOUS PROVISIONS

ARTICLE 17

Financial year: The financial year shall begin on 1 January and end on 31 December of each year. The first year ends on December 31 2020.

ARTICLE 18

Distribution of assets in case of dissolution: Should the Association be dissolved, all available assets should be transferred to a non-profit organization based in Switzerland pursuing public interest goals similar to those of the Association and likewise benefiting from tax exemption.

The present Statutes have been approved by the General Assembly of 23 March 2020. For Proxeus Association

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Oleg Lavrovsky, President

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Fabian Mösli, Secretary

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Vivien Fuhrer, Treasurer

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