Bylaws

Bylaws of the organisation pro Software Escrow e.V.

Status: 27.01.2017

§1 Name and Registered Office of the Association

1. The name of the Association is Organisation pro Software Escrow e.V.
2. The registered office of the Association is in Munich.
3. The fiscal year of the Association corresponds to the calendar year.

§ 2 Purpose of the Association

The purpose of the Association is to promote the field of software escrow (source code escrow), with a focus on supporting software escrow users and providers, legal professionals, law firms in the IT sector, and other service and consulting firms involved in source code escrow.

The Association pursues its purpose through, among other activities:

• Promoting awareness and education about the importance of protecting software and IT investments for a functioning economy;
• Advocacy and public awareness campaigns, including presentations, events, public relations, and strategic marketing partnerships;
• Developing standards to ensure consistent, high-quality escrow services by member organizations;
• Supporting the creation of a reliable legal framework and legal certainty regarding software escrow and related legal matters.

§ 3 Membership

Membership is open to individuals, corporations, associations, and other organizations.
Members are expected to support the objectives of the Association to the best of their ability.
They are also expected to:

• Actively promote the Association’s goals;
• Support the Executive Board and any appointed managing director;
• Comply with the resolutions and directives issued by the Association’s governing bodies.
  Membership must not compromise a member’s business policy.

§ 4 Rights and duties of Member

1. If several members are economically or legally affiliated and pay only one membership fee jointly, they are entitled to exercise only one collective vote.
2. There are five membership categories, each with different voting rights:
   1. Full membership for law firms and companies – 5 votes
   2. Universities and institutions – 3 votes
   3. Regular membership for law firms and companies – 2 votes
   4. Syndicates, individual lawyers, experts, and private individuals – 1 vote
   5. Trainee lawyers, students, and interns – 1 vote
3. Members may authorize other members to vote on their behalf.
4. Membership fees are generally payable in advance and due within 30 days of invoicing. Payment is a prerequisite for exercising voting rights.
5. Newly admitted members may be required to pay an admission fee. The General Meeting determines standard membership and admission fees. In exceptional cases, the Executive Board may make individual decisions.

§ 5 Admission Process

Membership applications are decided upon by the Executive Board, which is not obliged to provide reasons for rejections.
Rejected applicants may appeal to the General Meeting.
By submitting an application, the applicant agrees to be bound by the current Bylaws upon acceptance.

§ 6 Termination of Membership

1. Membership ends upon resignation, expulsion, dissolution of the legal entity, or removal from the membership list.
2. Voluntary resignation must be submitted in writing, with six months’ notice, effective at the end of the calendar year.
3. If membership fees are increased by more than 25% (§14(1)(e)), members may resign at the end of the financial year within 30 days of notification, waiving the usual notice period.
4. Members may be expelled by a resolution of the Executive Board for good cause, particularly for serious violations of the Bylaws or the Association’s interests. Prior written warning is required. Outstanding dues remain payable even after expulsion.

§ 7 Organs of the Association

• The Executive Board
• The Ordinary General Meeting

§ 8 Executive Board

1. The Executive Board consists of:
   • The Chairperson
   • Two additional Board members
2. The Executive Board shall decide which of the two additional members will act as Deputy Chairperson.
   A person may not represent more than one member on the Board.
3. The General Meeting may vote to expand the Board to four members before the next regular election.
4. Board members are elected for a term of one year by the General Meeting. They remain in office until successors are elected.
5. The Executive Board may co-opt advisory members, including the outgoing Chairperson, unless re-elected.
6. A Board member’s term ends if their company leaves the Association, they leave the company they represent, or if they resign in writing.
7. If a Board member resigns early, a by-election must be held within two months—unless the Board already consists of four members.

§ 9 Responsibilities of the Executive Board

1. The Board manages all internal and external affairs of the Association. Each member has individual power of representation.
2. Internally, representation is limited to financial obligations not exceeding €7,500 per case. Larger commitments require approval by the Finance Committee or General Meeting.
3. Responsibilities include:
   • External representation by the Chairperson
   • General organization and project management
   • Content strategy (website, publications), PR, and marketing
   • Secretariat duties
   • Budgeting and accounting

Responsibilities may be delegated to ordinary members, but ultimate accountability remains with the Board.

4. Additional responsibilities:

• • Preparing and convening General Meetings
  • Implementing General Meeting resolutions
  • Drafting budgets and annual reports
  • Managing employment/service contracts (unless handled by a managing director)
  • Issuing internal rules, including reimbursement policies

5. Board members are only liable for gross negligence or intent.

§10 Resolutions of the Executive Board

1. The Board has a quorum if all members are invited and at least half are present. Resolutions require a simple majority; in case of a tie, the Chairperson has the deciding vote.
2. Urgent resolutions may be passed via fax or email. All Board members must be informed, with a reasonable response time. A resolution is valid if a majority of all Board members agree.
3. Voting rights may not be transferred.

§ 11 Management

Unless assigned to the Board or the General Meeting, day-to-day operations may be handled by a managing director or staff. Contracts govern the specifics. Oversight remains with the Executive Board.

§ 12 Advisory Board

The Board may establish an Advisory Board. Members need not be Association members. Details are governed by separate procedural rules.

§ 13 Ordinary General Meeting

Held annually.
Convened by the Board with at least three weeks’ notice in writing, including an agenda.

§ 14 Resolutions of the General Meeting

1. The General Meeting decides on:
   • Approval of annual accounts
   • Discharge of the Executive Board
   • Election of a new Executive Board
   • Amendments to the Bylaws
   • Fees and dues
   • Budget approval
   • Member motions
   • Dissolution of the Association
2. Elections may follow relative majority principles.
3. A quorum requires at least 50% of voting members (present or represented).
4. A 2/3 majority is required for bylaw amendments, dissolution, or changes to fees.
5. If a quorum is not reached, a second meeting must be convened within four weeks. This meeting will be quorate regardless of attendance.
6. Resolutions must be recorded and signed by the meeting chair and secretary.
7. Written resolutions are permitted. Drafts must be sent by email, fax, or post, with a two-week voting period (unless all members agree otherwise). Votes are submitted in writing to an appointed member, who tallies the votes and communicates the results.

§ 15 Extraordinary General Meeting

Can be convened by the Board.
Must be convened upon written request of at least 10% of members, with proposed agenda.
Same procedures apply as for the ordinary meeting.
Member motions must be submitted in writing with reasoning at least one week before the meeting.

§ 16 Committees

The Board may form committees. Their duties are governed by committee regulations issued by the Board.

§ 17 Dissolution of the Association

Dissolution requires a 2/3 majority of the total votes at a General Meeting convened accordingly.

Unless decided otherwise, the Executive Board acts as liquidator. After settling liabilities, remaining assets will be disposed of according to a prior resolution of the General Meeting.

§ 18 Entry into force of the Articles of Association

These Bylaws were adopted at the General Meeting on 19 October 2016.

[1] 5 named persons can use the benefits of membership

[2] 3 named persons can use the benefits of membership

[3] 2 named persons can use the benefits of membership

[4] only the member him/herself can use the benefits of membership

[5] against proof; only the member him/herself can use the benefits of membership, for a maximum of 3 years, after which the member is automatically assigned to category 4 unless notice of termination is given