Version: 1.0
- Under these Articles of Association we consider computer programs as free software, or "open source software", which the originator makes available under an Open Source Initiative (OSI) approved license. In doing so, the originator gives others the freedom to use the program for any purpose, to study how the program functions, to adapt it to his/her own needs, to copy it for others and to improve the program and make these changes available for the common good.
- Developing free software in the sense of these Articles of Association consists of research and compilation of basic principles and concepts as well as implementation of such concepts and basic principles.
- "Software Defined Radio", "Software Radio", or "SDR" for short, refers to the technology of building wireless or digital signal processing applications using software or programmable logic.
- A "real-time" event is an event in which all participants are participating synchronously. Examples for real-time events include in-person meetings, or online meetings where all participants are connected via voice-over-IP software, and participants always have the opportunity to raise their voice or hands. An asynchronous event is an event in which there is no real-time component, and participants can participate in their own time. Examples for asynchronous events include email chains, online polls, or internet votes.
- An "internet vote" is a mechanism for holding votes (or possibly elections) online without requiring physical presence of members.
- "Represent" means to speak, act, or be present officially for the GNU Radio Organization.
The terms "GNU Radio" and "GNU Radio Project" are colloquially often used to refer to both the GNU Radio software as well as the organization itself. For the remainder of this document, we use "GNU Radio" to refer to the codebase of GNU Radio and all related artifacts, such as git repositories, out-of-tree modules administered by the GNU Radio Organization, graphics, logos, and documents. The "GNU Radio Organization", or simply "the Association" shall refer to the group of people and their activities, such as GRCon, hackfests or research activities.
- The Association's purpose is the promotion and distribution of software defined radio software in terms of free software, and the software "GNU Radio" in particular, to promote the free exchange of knowledge and equality of opportunity in accessing software as well as education, science and research, and to build and grow a community which in turn fosters the development of new ideas, promotes the expansion of knowledge, and supports the ever growing network of projects relying on Software Defined Radio.
- The aim of the articles of association is to promote a. education, exchange of opinions and cooperation between users, developers and researchers b. research and debate on the impact of free SDR software and the notion of free software on society and science c. continuous development and research into free SDR software d. enhanced access to free SDR software, supporting media, data and documentation and the compilation and distribution of relevant material e. contributions and articles providing competent information to the public within the association's field of activity and presence at trade fares and conferences, making information available to a broad spectrum of users f. organization of conferences and lectures open to the general public, which aim at promoting further training of project members and users
The GNU Radio Organization is organized as a sub-project under the umbrella of the SETI Institute.
The organs of the Association are:
- the General Assembly (cf. Section 6) and
- the Board (cf. Section 8).
- Active Members are natural persons supporting the Association's purpose and
aims through their cooperation and who in doing so take over the complete
duties of an association member. Primarily, they are expected to cooperate,
participate in the general assembly and exercise their voting rights.
- Active Members of the Association are also called "Officers of the GNU Radio Project".
- Active membership will be granted if
- suggested by an active member and supported by two other active members, and if
- the general assembly decides to grant it or if a simple majority of the active members is obtained by means of an internet vote. The main criterion for granting membership should be the candidate's commitment over a longer period of time and the contributions they made in order to fulfill the Association's aims, as well as their commitment to uphold the Association's code of conduct. Participation in the GNU Radio Organization is not limited to active members, and in fact is encouraged for non-members.
- The membership terminates due to exit, expulsion, or death of the member. Membership may be terminated at any time by the member in writing to the Board.
- The Board may decide to expel members. The expulsion of a member is reserved
for critical situations. The following reasons may cause an expulsion:
- if a member violates regulations contained in any one of:
- the Articles of Association,
- the Code of Conduct After the Board has decided to expel a member and has informed them about the decision, the member must have the opportunity to justify or explain their actions. An objection to such an expulsion may be filed with the Board within four weeks and will be voted on during the next general meeting. Until such decision will be taken by the general meeting, the member's rights and duties remain dormant. If no objection is filed, expulsion becomes effective immediately after the period for filing objections has passed. The member's rights and duties remain dormant during this period.
- if a member violates regulations contained in any one of:
- If a member leaves the Association or the Association is liquidated, no member has a right of reimbursement for the assets they may have contributed.
It is the intention of the Association to amend this paragraph at a later time in accordance with our other stated purpose and with accordance to the voting procedures laid out in the voting procedure by-laws.
In particular, it is the intent of the GNU Radio Organization to include other types of memberships, such as "supporting" or "passive" members, and to allow legal persons to become members, without voting rights.
- The General Assembly consists of all of the Association's active members, who have one vote each.
- The General Assembly meets for a real-time event least once a year. The Board invites the members per mail or email, providing a preliminary agenda. The invitation has to be sent at least six weeks prior to the meeting. The time limit starts on the day after the invitation was sent. The date of the post mark and the date when the email was sent are binding. The invitation letter is considered as delivered, if it was addressed to the last address the member advised in writing. The members may submit additional agenda items to the board either in writing or electronically until two weeks before the assembly. The date when the letter or email was received is binding. The Board will publish the final agenda in the internet, and the address is to be mentioned in the written invitation.
- If it is in the Association's interest, an extraordinary General Assembly may be called for. If this request is submitted to the Board in written form by at least 20% of the members, the Board is compelled to call for an extraordinary General Assembly within six weeks. The member’s request must contain the desired agenda item.
- Independent from the number of members present, the General Assembly only has a quorum if the invitation was submitted in proper form. It nominates one of the members present as head of the General Assembly. Unless otherwise decided by the General Assembly, all decisions will be taken openly by show of hands and with a simple majority. Should the number of votes for and against it should be equal, the application is considered as dismissed.
- Differing from (4), a majority of ¾ of the votes of the General Assembly and a minimum of half of the votes of all active members are necessary to amend or change the Articles of Association or decide the liquidation of the Association.
- An active member who cannot personally participate in the General Assembly may
ask another member, who will be personally present, to represent him during the
General Assembly. The representative will exercise both members’ voting rights.
The representative will legitimize himself at the beginning of the General
Assembly by presenting to the Board the original of a written authorization.
- A representative may represent a maximum of two additional members.
- The General Assembly may occur asynchronously for certain purposes. An asynchronous General Assembly requires that all members are informed of the event one week ahead of time by electronic means. Asynchronous General Assemblies are only possible for a single purpose, e.g., making a decision on a purchase. A by-law defines the procedure for taking decisions asynchronously.
The General Assembly is the highest decision making organ of the Association and is generally in charge of all duties, unless these Articles of Association have assigned specific duties to another organ of the Association.
- The General Assembly elects the board from a number of active members. The people obtaining the largest numbers of votes will be elected.
- The General Assembly may remove a member from the Board. Differing from (1), this process requires a two-thirds majority of votes.
- The General Assembly decides about the objections of members the Board intends to expel.
- The General Assembly receives the Board’s annual report and discharges the board's responsibilities.
- The right to decide about amendments to the Articles of Association or a liquidation of the association is reserved to the General Assembly.
- The annual accounts and the annual report have to be presented in written format to the General Assembly for decision making and discharge of the board, two weeks prior to the date of the general assembly.
- Furthermore the General Assembly has the exclusive right to decide about any financial transaction (including, but not limited to, the purchase or sale of items, payment of reimbursements, or any other fee).
- It has the right to decide about all matters board or members submit to it.
- The following items can only be decided in a real-time General Assembly as
organized according to §6 (2):
- Board Elections and removal of board members
- Membership / Expulsion disputes
- Changes to the Articles of Association or Code of Conduct
- The Board consists of 3 persons, and only natural persons who are active members can be board members. They are elected for a 2-year term. Re-election is permitted. The respective board members remain in office after expiration of their term until a successor is elected.
- From its midst the Board elects a president and two proxies. Re-election is permitted.
- The Board's duties, namely all regulations pertaining to calling for board meetings, meeting procedures and voting process are stipulated in the by-laws of the board, which it has to decide unanimously.
- The board decides about all matters pertaining to the association, unless a decision of the General Assembly is required. It implements the decisions taken by the General Assembly.
- Each individual board member has the right to represent the Association to outside parties. This does not preclude the other members of the General Assembly from representing the project for non-contractual purposes.
- Should a board member quit while in office, the board appoints a provisional board member on the basis of an internet vote in which all active members participate. The provisional board member remains in office until the General Assembly takes place. The General Assembly decides about the definite succession within the board.
- Amendments to the Articles of Association demanded by regulatory, court or financial authorities for formal reasons may be undertaken by the board. The General Assembly has to be informed of such amendments in its next meeting.
The by-laws govern all details of the Associations activities which are not covered in the Articles of Association. The Board implements the by-laws following the members approval. The General Assembly decides about by-laws with a simple majority.
All decisions taken by the Board and General Assembly will be documented in writing and are available for the members' perusal. The minutes are signed by the president and the taker of the minutes.
The funds required for the Association are raised through
- contributions by the federal states, town councils and other public bodies,
- donations,
- other financial contributions made by third parties, or
- benefits paid to the Association for activities it pursues for the common good, including lectures.
In case of a dissolution or liquidation of the association all its assets will become property of the SETI Institute, which has to use them exclusively and directly for non-for-profit purposes only according the aims of this articles.
The GNU Radio Organization follows a Code of Conduct (CoC) which is tracked in a separate document.
It is the matter of the board and all active members to uphold the code of conduct on all occasions related to the GNU Radio Organization, including, but not limited to, exchanges on the public GNU Radio mailing list and chat servers, the GNU Radio Conference, and hackfests organized by the GNU Radio Organization.
In addition, a CoC team is appointed by the board. Its job is to act upon CoC violations, and suggest courses of action to the board.
These Articles of Association came into effect following a decision by the General Assembly on 8-Oct-2020.