ConTEXt Group

Bylaws

English Version

  1. Name
  2. Goals
  3. Head Office
  4. Membership
  5. Termination of membership
  6. Assets
  7. Language
  8. Board
  9. General Assembly
  10. Ordinary General Assembly
  11. Extraordinary General Assembly
  12. Internal Regulations
  13. Changes in the bylaws
  14. Dissolution

Name

The ConTEXt Group, founded on 9 October 2010 in Cordes-sur-Ciel, France, is a non-profit association registered under French law and conforming to the law of 1 July 1901 and the implementation decree of 16 August 1901.

Goals

The goals of the association are:

To that effect, the association may:

Head Office

The association's head office is located at Roche Blanche, 35190 Québriac, France.

It may be changed by decision of the board, to be approved by the next ordinary general assembly.

Membership

The association is composed of:

Members can be natural persons or legal persons. They can be citizens of any country and live anywhere in the world.

Each association member is required to pay annually the membership dues applicable to the category to which he or she belongs.

The legal personality of the association is distinct from that of its members, or any group thereof. Accordingly, association members shall not be deemed liable for the faults of the association, nor should they engage the responsibility of the association through their actions.

Termination of membership

Membership is terminated through:

Assets

The association's assets comprise:

Language

The working language of the association is English.

The bylaws of the association are written in both English and French. In case of any inconsistency between the two versions, the English version shall prevail. They may be translated into any other language for informative purposes.

The association welcomes communications in any language and will make reasonable efforts to promote linguistic diversity.

Because of the highly international structure of the association, the board reserves the right to use any language to produce documents for official use with local authorities. Such documents fully commit the association, but do not affect the language(s) the latter may use to communicate with its members.

Board

The association is governed by a board comprising four to twelve members, each of which is elected for a term of three years, renewable twice. The board chooses one of its member to be the legal representative of the association, who may be styled “president.” The board is otherwise free to organize itself as it sees fit.

Only natural persons who are members of the association in good standing may be members of the board. They may be citizens of any country and live anywhere in the world. Anyone may serve any number of terms on the board, provided the number of consecutive terms never exceeds three. Board members may only be excluded from the board by a vote of at least two thirds of its members, excluding the person of interest.

A board member whose term is about to lapse should look for his or her own successor to help with the transition.

The board keeps a register of the members and a record of the association’s activities and finances. It is also responsible for organizing the elections when its term is due, and may suggest candidates among the members of the association.

A board member shall not engage the responsibility of the association without the consent of the majority of the board.

General Assembly

The legislative body of the association is the set of all its members, referred to as the general assembly. The general assembly is convoked at least two weeks in advance. The convocation shall mention the order of business and may be conducted using new technologies.

Only the points mentioned in the order of business shall be handled during a general assembly. All members who have paid their membership dues to date have the right to vote during the general assembly.

Members not physically present during the general assembly may mandate other members to vote for them, and should inform the board when they do so. Each member can hold at most two mandates. If a member who gave another member a mandate happens to be physically present in the general assembly, that mandate is void.

There is no quorum for the general assembly. The board may implement means to help the members not physically present during the session to participate in the assembly.

Ordinary General Assembly

The general assembly convenes at least once a year in an ordinary session. It is convoked and run according to the provisions of article 9.

The order of business of the ordinary general assembly shall contain:

Extraordinary General Assembly

The general assembly can convene in an extraordinary session by decision of the board, or by petition of at least 20 % of the members. It is convoked and run according to the provisions of article 9.

Internal Regulations

The board can establish internal regulations to detail issues in the internal business of the association and the board. Such regulations must be approved by the next ordinary or extraordinary general assembly upon any change.

Changes in the bylaws

Any changes in these bylaws must be approved by the general assembly by a simple majority vote.

Dissolution

Voluntary dissolution can only occur by a vote of at least two thirds of the attendees of an extraordinary general assembly convoked for that express purpose.

Shall the association be dissolved, be it voluntarily or otherwise, its assets are to be redistributed by the dissolving general assembly in accordance with the provisions of article 9 of the 1 July 1901 law and articles 14 and 15 of the 16 August 1901 decree.

Last updated in Bassenge, Belgium, 23 September 2011