#openttdcoop

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\begin{titlepage}
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\title{\textbf{DRAFT VERSION C} \\ \vspace{3cm} Constitution \\ \vspace{1cm} of the \\ \vspace{1cm} \#openttdcoop association \vspace{5cm}}
\author{The \#openttdcoop association}
\date{\today}
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\section{Name, Purpose and Address}

\subsection{Name}
There exists a non-profit association under the name ``\#openttdcoop association'', subject to articles 60 et.\ seq.\ of the Swiss Civil Code.
\subsection{Purpose}
The purpose of the \#openttdcoop association is to support members and interested users in order to collect ideas and concepts for the open-source transportation game ``OpenTTD''\footnote{\url{www.openttd.org}} on a non-profit basis by providing, financing and servicing an online communication platform (which we refer to as \#openttdcoop website) and game servers, free of charge to any user. The \#openttdcoop association is open to physical persons of any nationality and neutral in terms of political and religious aspects. The \#openttdcoop association is not associated with the OpenTTD project itself.
\subsection{Address}
The \#openttdcoop association has its registered office in Amden, Switzerland. The address of the \#openttdcoop association may change at any time by decision of the Committee.

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\section{Voting Procedures}

\subsection{Voting Options}
If not specified differently, members have the possibility either to agree, disagree or abstain an application. If a member abstains, his vote is not counted into the totals.

\subsection{Simple Majority}
If nothing else given, a simple majority is needed to allow an application. If nothing else given, at least 50\% of the members must have commited a vote. The votes are organised and enumerated by the Committee in a convenient way, typically but not necessarily via the \#openttdcoop website. Every member has one seat, worth one vote each.

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\section{Membership}

\subsection{Membership Admission}\label{admission}
The admission of new members is subject to a transparent election which has to be organised by the \#openttdcoop association Committee.
\subsection{Membership Fees}
The membership in the \#openttdcoop association is not associated with any obligatory membership fees.
\subsection{Category of Members}
The \#openttdcoop association distinguishs between regular and honorary members.
\subsubsection{Regular Membership}
Regular members enter the \#openttdcoop association according to article \ref{admission}. Regular members may be elected to the association's Committee.
\subsubsection{Honorary Membership}
Honorary members are elected by a two third approval on the General Assembly. Honorary members are considered as passive members. They do not have any obligations within the \#openttdcoop association whatsoever, neither do they have a voting seat on the General Assembly or any other election. Honorary members may not be elected to the association's Committee. However, honorary members have a consulting seat on the General Assembly or may be accepted in elections by a consent agreement of all other members.
\subsection{Retirement}
Members may retire from their membership at any time, which requires a statement in writing, including (though not limited to) eMail or a message on the \#openttdcoop website. Retirements take immediate effect.
\subsection{Expulsion}\label{expulsion}
Members who contravene the \#openttdcoop association's interests in a grave manor and/or violate its statutes or regulations must be approached by the Committee, giving them the opportunity to commit a written statement, either via eMail or a message on the \#openttdcoop website. In any case, the Committee must organise an election in order to decide on the expulsion of the subjected member. The quorum of an expulsion is a two third majority.
\subsection{Expiration}
A membership at the \#openttdcoop association does not expire. However, a member may be dismissed in case of enduring inactivity within the \#openttdcoop online community. Enduring inactivity is given with a consecutive inactivity period of at least 6 months. The Committee has to react according to article \ref{expulsion}. Moreover, dismissals shall be handled at the General Assembly of the \#openttdcoop association such that any member may commit a statement. In a consensus agreement on the General Assembly, the dismissal may replaced by a transformation of the subject's regular membership into a honorary membership.

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\section{Organisation}

\subsection{Organs}

\begin{enumerate}
 \item{General Assembly}
 \item{Committee}
 \item{Auditors}
 \item{Working Groups}
\end{enumerate}

\subsection{General Assembly}

\subsubsection{Purpose}
The General Assembly is the most senior, binding decision making body of the \#openttdcoop association.

\subsubsection{Quorum}
An Ordinary General Assembly reaches a quorum if at least one third of all members (excluding honorary members) are present, while an Extraordinary General Assembly reaches a quorum if one fourth of all members (excluding honorary members) attend the Assembly. If the quorum is not given, the Committee is responsible to postpone the General Assembly to a date at most 7 days after the initial meeting. On a postponed General Assembly, at least tree persons must take part to reach the quorum.

\subsubsection{Ordinary General Assembly}\label{oga}
The Ordinary General Assembly is a meeting of all members scheduled on a half-year basis, organised by the Committee and announced at least 15 days in advance via the \#openttdcoop website. Typically but not necessarily, the General Assembly is held using online communication methods such as IRC or similar. Each member of the \#openttdcoop association has a seat and one vote. Agenda items to the General Assembly have to be appointed to the Committee at least 7 days before the General Assembly is held and may be submitted by any member. Three days in advance of the General Assembly, the Committee must provide a written agenda. The Ordinary General Assembly's agenda must at least handle the following businesses:
\begin{enumerate}
 \item Determine the number of present members and declare the validity of the meeting
 \item Approving the last General Assembly's minutes
 \item Report of the financial situation and budget outlook
 \item Approving the budget
 \item Report on the financial audit
 \item Reports of the residual members of the Committee on their work and outlook
 \item Discharges of the members of the Committee and the Auditors (if required)
 \item Applications by the Committee
 \item Applications by the members
 \item Elections of the new Committee and Auditors (if required)
 \item Miscellaneous matters
\end{enumerate}

\subsubsection{Extraordinary General Assembly}
With a petition of at least three signing members, the Committee may be forced to call for an Extraordinary General Assembly, held within at most 15 days starting from the submission of the petition to the Committee. If necessary, the Committee is allowed to call for an Extraordinary General Assembly independently. The Extraordinary General Assembly has its only purpose in the urgent topic itself. No report of any member of the Committee or Auditor is necessary, yet possible, if requested. The Committee, however, is responsible to communicate the purpose of the Extraordinary General Assembly via the \#openttdcoop website at least 7 days before the meeting is held.

\subsubsection{Changes or Extentions of Statutes}
Changes or extentions of these Statutes require a three fourth majority without the possibility to abstain.

\subsubsection{Dissolution}
The dissolution of the \#openttdcoop association may only be approved within an Extraordinary General Assembly with a three fourth majority without the possibility to abstain. Does the application of dissolution succeed, the treasurer is obliged to balance all liabilities with the available funds. Funds exceeding the liabilities shall be donated to the OpenTTD project.

\subsubsection{Applications}
For any application on the agenda, there is the possibility to formulate a counterproposal within the discussion on the General Assembly. The counterproposal is first to be voted on. If the counterproposal is approved, the original application is void.

\subsubsection{End of Debate}
At any time during a debate, an application for the end of the debate may be formulated. If this application is approved, every person on the list of speakers is allowed to finish his speech, yet it is not possible to add further speakers to this list.

\subsubsection{Election of Organs}
The Committee is obliged to to approach possible candidates for the Committee in the next period of office in time. The parting Committee submits this suggestion of candidates to the General Assembly.

\subsection{Committee}

\subsubsection{Purpose}
The Committee's purpose is to manage the day-to-day operations of the \#openttdcoop association. The Committee organises and controls any election. Furthermore, it prepares and moderates the General Assemblies.

\subsubsection{Composition}
The Committee consists of a president, a secretary and a treasurer.

\subsubsection{Period of Office}
The period of office of any member of the Committee equals one year, i.e. from the Ordinary General Assembly to the Ordinary General Assembly after next.

\subsubsection{President}
The president represents the head of the Committee, responsible for coordinating the executive efforts and managing the communication within the \#openttdcoop association.

\subsubsection{Secretary}
The secretary is substitute to the president, controlling the written correspondence and serving as a helper and coordinator on any executive task.The secretary is liable to providing minutes for official meetings, and during the General Assembly has to keep and administrate the list of speakers.

\subsubsection{Treasurer}
The treasurer controls and accounts the financial situation of the \#openttdcoop association, liable to provide the Auditor with information and documents on this matter. The treasurer proposes a budget to the General Assembly which has to approve it. At the next 'meeting' the treasurer has to present the results of the budget. The results will contain at least a liability/assets document and a balance document.

\subsubsection{Cash Allowance to the Committee}
Extraordinary to the current budget, the Committee is allowed to decide for expenses up to a lump sum equivalent to \EUR{25}. It requires the General Assemblies approval for any lump sum exceeding this amount or signing a monthly obligation of any expense. The \#openttdcoop association follows a zero debts restriction policy; it is generally not allowed to spend more funds than are available, both in a lump sum or on a monthly basis.

\subsection{Auditor}
An auditor is elected to audit the finances and accounts of the \#openttdcoop association. The auditor is responsible to report about the orderly bookkeping to the General Assembly. Therefore, the Auditor is liable to verify the treasury documents before the General Assembly is held.

\subsubsection{Period of Office}
The Auditor is elected for a whole year, i.e. from the Ordinary General Assembly to the Ordinary General Assembly after next.

\subsection{Working Groups}
Working groups may be formed on occasion by the General Assembly. In general, Working Groups pursuit an idea but must not necessarily be assigned with a binding duty by the General Assembly.

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\section{Sole Liability}
The \#openttdcoop association's assets are solely liable to the association's liabilities. Individual members are not liable in any kind.

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\section{Foundation}
The statutes were approved by the signing founding members and take effect immediately.

\bigskip
Amden, \today
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