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Articles of Association

published: 02.05.2024

Changes:

  • 14.11.2024: added details regarding membership benefits and costs

1. Name and domicile

An association as defined by Art. 60 ff. ZGB has been established under the name "opensource.construction". It’s registered office is in Zurich. The association shall be independent in terms of politics and religion.

2. Objective and purpose

The association’s purpose is to support, promote and standardise open source software and other open technology projects in the real estate & construction industry. By doing so, the association enables a sustainable construction industry through open access to technology for all stakeholders.

At the core, the association fosters open source and open collaboration by highlighting existing and new open source solutions in the AECO space and by connecting users and decision makers with software developers through a variety of interactive formats.

The association is a non-profit organisation.

3. Tasks

In order to achieve these objectives, the association has the following tasks in particular:

  • The association will operate and maintain a website for communication purposes.

  • The association creates awareness for the topics "open source", "open data" and "open collaboration" within the AECO and real estate industry. This is done by communicating through online channels about the topic and creating interactive events like Hackathons, Community Meet-Ups, open source Bootcamps etc..

  • The association connects software developers with users and decision makers in a neutral, goal oriented environment. Through this, both parties can profit. Developers will be able to gain a better understanding about the needs of potential customers. Users and decision makers get a different approach to a) software engineering for better procurement decisions and b) related topics such as community building for more efficient transformation efforts within their organisation. Connections are enabled through a marketplace, where existing projects and their maintainers can be found and new solutions and communities can be launched. communication via case studies, blog articles (in collaboration with solution providers) and news from the technology front that are regularly published. Individual introductions to apply jointly for third party fundings or directly work together on individual projects.

4. Resources

The association shall draw on the following resources to pursue its purpose:

  • Membership contributions
  • Income generated by organising events
  • Subsidies
  • Donations and grants of any kind

The membership contributions shall be determined once a year by the general meeting. Honorary members and acting board members shall be exempt from contribution payments.

The financial year is consistent with the calendar year.

5. Membership

  • Members shall consist of natural persons and legal entities who support the association’s purpose.
  • Upon proposal of the board of directors, individuals who have rendered outstanding services to the association may be awarded honorary membership by the general meeting.
  • Applications for joining shall be addressed to the board of directors which shall decide upon acceptance or non-acceptance.
  • 4 categories of memberships are established with the following fees:
    • Gold (yearly fee: CHF 10’000)
    • Silver (yearly fee: CHF 5’000)
    • Bronze (yearly fee: CHF 2’000)
    • Supporter (yearly fee: CHF 1’000)
  • Memberships are valid for one year from the date of activation (= payment of first membership fee).

6. Membership expiry

Membership shall expire

  • Upon resignation, exclusion or death in the case of natural persons.
  • Upon resignation, exclusion or dissolution in the case of legal entities.

7. Membership resignation and exclusion

  • Resignation from the association is possible anytime. Membership fees already paid will not be refunded.
  • A resignation letter shall be sent in written form by email to the board of directors at least 2 weeks before the ordinary general meeting, which takes place in the first quarter every year. The full membership contribution shall be payable even if the last year is incomplete.
  • The board of directors is responsible for taking the decision regarding the exclusion of members; the respective member may address an appeal against the decision to the general meeting.
  • Where members fail to pay their membership contribution despite receiving reminders, the board of directors may automatically exclude them.

8. Association’s governing bodies

The governing bodies of the association shall consist of:

  1. The general meeting
  2. The board of directors

9. General meeting

  • The general meeting is the association’s supreme governing body.
  • Ordinary general meetings shall take place every year in the first quarter, ideally in February.
  • Members shall be invited to the meeting at least 14 days in advance in conjunction with a written list of the agenda items.
  • Invitations may be sent out by email. Submissions to the general meeting shall be sent per email to the board of directors by at least 7 days prior to the event.
  • The board of directors, or one-fifth of the members, may request the convocation of an extraordinary general meeting at any time if they state the purpose of the meeting. The meeting shall take place no later than 6 weeks after receipt of the request.

The general meeting is the association’s supreme governing body. It has the following non-withdrawable responsibilities and powers:

  1. Approval of the minutes of the last general meeting
  2. Approval of the annual report of the board of directors
  3. Reception of the audit report and approval of the annual accounts
  4. Discharge of the board of directors
  5. Election of the chairperson, the remaining board of directors and the auditor.
  6. Determination of the membership contribution
  7. Approval of the annual budget
  8. Resolution on programme of activities
  9. Resolution on submissions by the board and the members
  10. Amendments of the articles of association
  11. Decision on exclusion of members
  12. Resolution on dissolution of the association and appropriation of the liquidation proceeds.

All duly convened general meetings shall have a quorum irrespective of the number of members present.

  • The members shall pass resolutions with a relative majority of the votes cast.
  • Abstentions and invalid votes shall not count. In the case of tied votes, the chairperson shall cast the deciding vote.
  • Amendments of the articles of association shall require the approval of a two-thirds majority of the votes cast.
  • A record shall be prepared of the resolutions that have been passed.

10. Board of directors

  • The board of directors shall consist of a minimum of 3 members.
  • Their term in office shall amount to 1 year. Re-elections are possible.
  • The board of directors shall manage the association’s current affairs and represent the association externally.
  • It shall pass the regulations.
  • It may establish working groups (specialised groups).
  • It may employ or engage individuals to achieve the association’s objectives in return for appropriate compensation.
  • The board of directors has all of the powers that are not entrusted to another body by or pursuant to these articles of association.
  • The board has one alternate, who is elected at the general assembly for a term of 1 year. Reelection is possible.

The following positions are represented on the board at a minimum:

  1. Chairperson
  2. Deputy chairperson
  3. Treasurer

The board will be supplemented by members from the community that take over important roles for the operation of the organisation, such as Lead Website, Lead Training, Lead Resources, Lead Communication, etc.

The board of directors shall constitute itself. The board of directors sets further roles and responsibilities as needed.

The board of directors shall convene as often as the association’s affairs require.

The members of the board of directors shall principally perform their duties on a voluntary basis. They are entitled to the reimbursement of their actual expenses.

10. Advisory Board

The advisory board shall support the activities of the board of directors through the following activities:

  • Strategy: Critically reflecting on the activities of the organisation to ensure the needs of software developers, investors as well as private and public organisations from the AECO industry are reflected in the activities.
  • Connections: Building connections with individuals as well as other initiatives and institutions that will support existing activities.
  • Fundraising: Connecting the association with potential financial supporters.

The members of the board of directors shall principally perform their duties on a voluntary basis. They are entitled to the reimbursement of their actual expenses.

The advisory board is constituted by the board of directors. The number of board members is not limited, board members are assigned based on their potential support profile. Participation is either merit based or based on financial support for the association.

The advisory board shall convene as often as the association’s affairs require, at least two times a year.

11. Auditors

The general meeting shall elect 2 auditors or a legal entity to audit the accounts and conduct a spot check audit at least once a year. The auditor shall submit a report and motion to the board of directors for the attention of the general meeting. The auditor shall be appointed for 2 years. Re-elections are possible.

12. Authorised signatories

The board shall stipulate joint signatory power by two board members.

13. Liability

The association’s assets shall be solely liable for the association’s debts. Personal liability of the members is excluded.

14. Dissolution of the association

The dissolution of the association may be decided by resolution of an ordinary or extraordinary general meeting. Dissolutions require a voting majority of two thirds of the members present. Upon dissolution of the association, the association’s assets shall be transferred to a tax exempt organisation that pursues the same or a similar purpose. Distribution of the assets among the members is excluded.

15. Entry into force

These articles of association were adopted at the foundation meeting on 02.05.2024 and entered into force on the same date.

Zurich, 02.05.2024