0014: Reconcile policies with new entity statutes

Summary

On the 20th of May, a committee was appointed for the creation of an ASBL entity to encompass the project’s activities. The decision to create an ASBL was to address the following needs:

  • Sign the grant agreement with the Horizon Europe program;

  • Be able to hire employees to execute on funded work;

  • Have an elected governance body to legally represent the project (i.e be able sign contracts in the project’s name).

The committee worked with the European Activitism Incubator to write the statutes and finally create the entity on the 1st of august 2026. To conform to the legal structure of an ASBL, the statutes created two new bodies within the project: the board and the general assembly.

This proposal outlines the policy changes needed to integrate these two new bodies in our governance structure.

This PMCR follows up on the following discussions and decisions:

Motivation

Since these statutes makes modifications to the project’s decision making process, and that the statutes was not a product of a collective process, it was deemed necessary to open a PMCR to validate these changes. It is also my hope that this PMCR can help identify further amendment projects for the statutes that the board can work on if parts of the reconciliation project goes beyond what the project wants to consent on.

Consequences

The statutes introduce the following changes that need reconciling with the current policies:

  • Introduce the general assembly as the body for the members to make important governance decisions such as:

    • make modifications to the statutes;

    • elect and dismiss the members of the board;

    • admit and exclude of members;

    • approval of the annual accounts and the budget;

    • allow transfer of assets and liabilities to other entities;

    • transform the ASBL into an AISBL;

    • dissolve the entity.

  • Introduce an elected board that has “most extensive powers for the administration and management of the association useful for the achievement of the goals or active purposes of the Association, except for those that the law reserves for the general assembly”. In practice, this means:

    • legally represent the project;

    • ensure oversight over finances;

    • set working conditions for employees;

    • register new members that match the admission conditions;

    • suspend members pending removal by the GA for serious reasons (i.e due CoC violation).

  • Give legal oversight over finances to the Board where all contracts need to be signed by two board members to be legally binding.

  • Define only one category of member.

These changes conflict with our current policies in these ways:

  • Project-wide decisions adopted through asynchronous team votes aren’t currently recognized in our statutes, thus:

    • Election to the board and budgets can only be adopted synchronously during a general assembly;

    • Policies pertaining to internal regulations (i.e. finances, employment, etc) need to be ratified by the board to be legally binding.

  • The finance team doesn’t currently have any mandate to handle day-to-day management of finances, and the board has no means to ensure oversight;

  • The statutes does not recognize CC / TC distinction. All persons that went through the TC process are recognized as a full-member, and everyone has the same powers.

  • The Code of Conduct Team does not have the power to permanently ban or suspend a member who violates the code of conduct.

Draft implementation plan

The following is proposed to reconcile our policies with the statutes, to be voted through team-vote after PMCR process:

  1. Consider our statutes valid as-is and upload them to DPO (docs.postmarketos.org), adding descriptions in docs of Board and General assembly.

Reasoning: Our statutes should now apply to the entirety of the project.

  1. Split Project-wide decisions into two types:

  • Synchronous voting during a general assembly for decisions pertaining to the powers of the general assembly: (i.e budgets, financial reports, etc);

  • Asynchronous voting for all other types of decisions with ratification by the board.

Reasoning: it has not been possible to recognize asynchronous votes as a form of general assembly within the legal framework of the ASBL, thus synchronous voting is the only way to legally adopt the decisions that the GA has powers over.

  1. Ratification by the board is automatic during asynchronous voting if all board members participate in the asynchronous vote and either vote YES or ABSTAIN. In cases where a board member votes NO or does not participate, board members are convened to the next team meeting to explain the dissention and / or override the dissention.

Reasoning: our statutes allow for written-decisions (i.e. board decisions that are done outside a board meeting) if decision is unanimous. If not unanimous, the dissenting / absent member can be overridden at a normal board meeting

  1. Replace all mention of “{core,trusted} contributor” with “members” and update admission docs to match process setup in statutes.

Reasoning: core contributed can be sunset as a category now that there is an elected board, accountable to the rest of the membership.

  1. Reform the finance team and expenses policy as such:

  • update yearly budget policy to match new financial year starting on the 1st of january;

  • the treasurer becomes ex-officio member of the finance team, acting as chair. Two other members are elected during general assemblies;

  • delegate board’s defacto day-to-day management of financial affairs to the finance team for expenses and contracts up-to 6000 EURO that are budgetted. Contracts need two signatures from board members;

  • contracts and expenses above 6000 euro need to be adopted by the board.

  • contracts of these types are handled entirely by the board due to representing higher risk:

    • real estate transactions;

    • borrowing, loans or guarantees;

    • opening or closing bank accounts and changing bank signatories;

    • strategic partnerships or commitments outside the ordinary activities of the Association;

    • litigation or settlement of significant claims;

    • transactions involving a conflict of interest or a related party;

    • contracts creating significant long-term obligations;

    • hiring or termination of the day-to-day manager

    • matters expressly reserved to the Board by law or the statutes;

    • and any matter which the Board has expressly reserved to itself.

Reasoning: The board is legally liable for all decisions done in its stead, but it can delegate its powers so that day-to-day decisions that don’t involve lots of risk (i.e. small to medium sized purchases / contracts) can be handled without oversight. The 6000 euro limit is arbitrary, it can be higher, can be lower. All contracts need two signatures to be legally binding, in all cases.

  1. Give the power to the Code of Conduct team to recommend suspension of a membership to the board, and recommend revocation of member to the general assembly, notably in case of grave violation of our Code of Conduct.

Reasoning: Membership is a legally protected status. It should not be easy or without serious reason to suspend / revoke a membership because this means losing voting privileges. Thus, in the statutes only the Board has the power to suspend membership, and only the General Assembly has the power to revoke membership. The CoC process is used as first step of intervention to remediate a member, and in case that all other approaches has failed, suspension / revocation is the last resort.

The proposer

  • Antoine Martin (@ayakael)

I was part of the entity creation committee. I was mandated to act as liaison with the Incubator. For the purposes of the entity creation, I was also elected as secretary in the provisionnal board. I’m also working at preparing the project to be able to execute on the grant agreement, thus looking to reconcile policies to that end.

Blocking issues

None