The Funkwhale Collective
The Funkwhale project is maintained by a french entity named The Funkwhale Collective. This is a non-profit collective with a focus on democratic governance.
Membership is open to anyone, and gives you access to our general assemblies, where we make important decisions about the future of the project.
Our statutes, that you can read below, are the DNA of the collective and describe the motivations behind the project and the rules that govern our decision process.
This is a translation of the french version of our statutes, for informational purposes.
Article 1: Title of the Association
An association of unlimited duration is founded according to those statutes, governed by the french law of July the first 1901 and the decree of August 16th 1901, entitled: The Funkwhale Collective.
Article 2: Purpose of the Association
The purpose of the Association is to develop, promote and manage the Funkwhale software project and related projects.
To achieve its objectives, the Association is committed to promoting and supporting diversity within the various discussion forums and decision-making bodies.
Article 3: Head office
The registered office is located at 92, rue Consolat, 13001 Marseille, France. It may be transferred by decision of the General Assembly.
Article 4: Structure
Responsibilities within the Association are divided between several bodies:
- The Board, responsible for the proper functioning of the Association, treasury management and external representation of the Association
- The Steering Committee, responsible for the proper functioning and development of the projects carried out by the Association, for organising discussions with the community, as well as for allocating the necessary resources (particularly financial), in collaboration with the Board
- The Moderation Committee, responsible for drawing up the Code of Conduct, which also ensures its proper application and has the power to punish infringements.
The members of these groups shall be elected in accordance with the procedures described in Article 16.
The functioning of the Association is governed by these Statutes and a Code of Conduct, as detailed below.
Article 5: Contributor status
Any person who has made a useful contribution to one of the projects carried out by the association during the past 6 months, without requiring membership of the association, is considered as a contributor. The notion of useful contribution includes, but is not limited to, the following examples:
- Translation of code and/or texts
- Submitting bug reports
- Submission of features or patches
- Participation in discussions
- Participation in the organization or administration of projects
- Help for other users
- Writing documentation
In case of doubt about the validity of a contribution, the Steering Committee may decide on its recognition.
Contributors have the power to suggest cooptations within the Steering Committee.
Article 6: Members of the Association
The association is composed of members, who carry out the formalities defined below.
Article 7: Admission
Membership of the association is obtained by having read and approved these Statutes and the Code of Conduct, as well as by paying the membership fee, the amount of which is fixed by the General Assembly.
The Board may refuse accessions, with a reasoned opinion to the persons concerned as far as possible.
All memberships are valid for one calendar year.
Article 8: Deregistration
Membership is lost through:
- the death of the natural person or the dissolution of the legal person;
- the cancellation pronounced by the Board for non-payment of the membership fee;
- exclusion pronounced by the Moderation Committee or the Board for serious misconduct.
A person who loses his or her membership is also dismissed from his or her responsibilities in the Association (Board, Steering Committee, Moderation Committee).
Article 9: Resources of the Association
- the amount of contribution fees;
- subsidies from the State or any other public body;
- the sums received in return for the services provided by the Association;
- any other resource that is not contrary to the legislation, these Statutes and the Code of Conduct in force.
The Board of the Association reserves the right to refuse any resource (such as a donation or grant) that it deems incompatible with its values.
Article 10: Board
The Association shall be governed by a Board of at least two members elected in accordance with the procedures described in Article 16.
In the event of a vacancy, the Board shall provisionally replace its members, up to a maximum of half of the elected members. They are definitively replaced by the next General Assembly. If more than half of the elected members of the Board are vacant, a General Assembly must be convened.
The Board shall meet at least once every six months, upon convocation by the President, or at the request of at least one third of its members.
Meetings shall be chaired by the President; the Board may validly deliberate only if two thirds of its members are present or represented.
Minutes of all Board meetings shall be provided to members within a reasonable time.
Article 11: Board, responsibilities
The Board, in consultation with the Steering Committee and the Moderation Committee, draws up the agenda of the General Assemblies and ensures the execution of the decisions of these Assemblies.
It authorizes all acquisitions, disposals or real estate leases as well as contracts to be concluded between the Association and the Communities or Public Bodies that provide it with financial assistance. These authorizations are only made unanimously by the members of the Board present at a meeting.
Article 12: Board, composition
The President represents the Association in all acts of civil life and concludes any agreement subject to the authorizations that they must obtain from the Board in the cases provided for in these Statutes. They have the right to submit any claim to any administration, in particular in terms of taxation, and to open any bank or postal account. They act in court on behalf of the Association both as plaintiff (with the authorization of the Board) and as defendant.
In particular, the Secretary is responsible for drawing up the minutes of the meetings of the Board and the General Assembly and for keeping the register provided for by law. In case of impediment, they shall be replaced by the President or by a member of the Board appointed by the President.
The Treasurer shall be responsible for keeping or having kept under their control the Association's accounts. They shall collect the revenue; they shall make any payment subject to the authorization of the Board.
With regard to banking or postal organisations, the President, the Treasurer or any other member of the Board appointed by the President with the agreement of the Treasurer, shall each have the power to sign separately any means of payment (checks, transfers, etc.).
The Ordinary General Assembly may also elect a Vice President, a Vice Treasurer and a Vice Secretary to assist the members of the Board and replace them in their respective functions in case of impediment.
Article 13: Steering Committee
The Steering Committee is responsible for the governance of the projects carried out by the association. It is composed of contributor members, elected in accordance with the procedures described in Article 16.
It is composed of at least 3 people and a maximum of 10 people.
The Steering Committee organizes the proper community functioning of the various projects managed by the Association.
It monitors the various tools put in place for and by the community, in which it participates to inform the decided policies, sets up the contribution protocols, and finally provides validation, signifying official acceptance of these contributions in the project.
It tries to take into account the opinions of the community, and to respect consensus, but keeps the last word in case of conflict over the direction of a project.
The results of its deliberations must be published to members and contributors.
In order to be able to use the association's resources, the Steering Committee draws up a budget, in consultation with the Board. This budget is made public. When budget resources are used to remunerate, directly or indirectly, a member of the Steering Committee, the Board must approve the budget in advance.
The regularity with which this budget is prepared is at the discretion of the Board and the Steering Committee.
Article 14 : Moderation Committee
The Moderation Committee is responsible for the development and application of the Code of Conduct and may take any sanctions deemed necessary with regard to persons who do not respect it.
The Moderation Committee is composed of at least two people. The Moderation Committee receives, examines and processes the complaints submitted to it within a maximum of one week. It may then, if necessary, impose a sanction on the persons concerned.
The decisions of the Moderation Committee are made public under the same conditions as those of the Steering Committee.
Article 15: Decision-making
In view of the need for diversity and parity in the Association's decision-making bodies, and the predominance of social categories commonly observed, a rebalancing of votes is carried out for decision-making within the Board, Steering Committee and Moderation Committee, as follows:
The decision-making group is split into two categories: on the one hand, those considered privileged, particularly able-bodied cisgender white men, and on the other hand, those from minorities or generally lacking representation. At no time will a person be asked to justify their membership in one group or the other; members simply indicate to which group they consider themselves to belong.
The total number of votes is set at 100, and distributed in both groups. The first group, composed of privileged people, gets 40 votes, and the second group gets 60. Then, the votes of each group are distributed equitably among its members. Thus, an imbalance in parity at the member level is rebalanced by weighting the votes of minority people, and people with traditionally little power get more.
If the minority group is the one composed of privileged people, then each person has a single vote, and the above rebalancing does not apply.
For a decision to be approved, a majority of at least two thirds of the votes is required.
Article 16: Elections
The three decision-making groups (Board, Steering Committee, Moderation Committee) of the Association are renewed for half each year during a General Assembly, i.e. each elected person is in office for two years.
In the event of an odd number of members, reference is made to the current year: if it is even, the renewal is made at 50% rounded up, if it is odd, the renewal is made at 50% rounded down.
For each of these groups, lists of candidate members (corresponding to the positions to be filled) are announced with the convening of the General Assembly. In no case these lists may contain only privileged persons, as defined in Article 15. Each list is submitted in its entirety to the vote of the Assembly.
For the first General Assembly, which constitutes the Association, half of the members of each list commit themselves to a term of office of only one year, to allow the renewal of only one half the following year.
It is possible to run for re-election, but it is not possible to be part of several bodies at the same time.
Candidates for a seat on the Steering Committee must be co-opted by persons with contributor status, as described in Article 5.
Independently of the process describe before, members of the Moderation Committee and of the Steering Committee have the right to co-opt members when they judge it necessary, for example to compensate a departure or to welcome a person willing to participate, and this before the next General Assembly.
The decision of a co-optation outside of a General Assembly is taken at the unanimity of the members of the related Committee
Article 17: Code of Conduct
A code of conduct is established by the Moderation Committee which is approved by the General Assembly.
This code is intended to set out points not provided for in the Articles of Association, in particular those relating to interactions between members and non-members of the Association. It is intended to be approved and respected by the members of the Association, contributors, and members of the community.
Article 18: Remedies
Members of the association may refer the matter to the Board if they consider that an important or urgent decision must be taken to maintain the proper functioning of the association. For example:
- Exclude a member from the association
- Revoke the mandate of a member of the Steering and Moderation Committees
The Board is obliged to decide on the question raised within 2 weeks and to keep a record of the exchanges and discussions that took place, as well as to forward these archives to the next Board.
Any member of the Association may refer the matter to the Moderation Committee or the Steering Committee under the same conditions.
Article 19: General Assemblies
The Ordinary or Extraordinary General Assembly includes:
- the members of the Board;
- all members of the Association, provided that they have paid their membership fees for the current year;
- all persons invited by the Board. They will not be able to take part in the decisions.
Members may give a proxy to another member, provided that they notify the Board in writing, up to a maximum of three proxies per member.
At least fifteen days before the date fixed by the Board, the members of the Association shall be convened by a member of the Board.
The Assembly may be held entirely remotely, using tools previously communicated by the Board. These tools must at least allow anonymized voting.
The agenda is indicated on the invitations.
The General Assembly is chaired by the President.
Article 20: Ordinary General Assembly
The Ordinary General Assembly must meet once a year during the third quarter.
At this so-called "annual" meeting, the President submits a report on the Association's activities to the General Assembly for approval.
If during the year the Board has decided on the exclusion of members, the Assembly shall then vote to accept these decisions individually. If these are refused, they are rendered ineffective.
If during the year co-optations have been decided in the Steering Commitee or in the Moderation Commitee, the Assembly vote on the acceptance of these decisions, individually. If they are refused, they are undone.
If the Moderation Committee has modified the Code of Conduct during the year, these modifications are submitted to a vote. In the event of refusal, the previous version of the Code of Conduct is restored.
The Treasurer shall submit for approval the financial report containing the accounts for the past financial year.
The decision-making groups of the Association are then renewed: the Board, the Steering Committee, the Moderation Committee, in the manner described in Article 16.
The Assembly then reassesses the amount of fees if necessary.
Finally, the other items on the agenda are examined.
Decisions are taken by an absolute majority of the votes cast by the members present or represented. Abstentions shall be considered as votes cast.
Article 21: Extraordinary General Assemblies
The Extraordinary General Assembly decides on the amendments to be made to the Statutes and on the dissolution of the Association. It meets at the request of the President, a majority of the members of the Steering Committee, or a third of the members of the Association.
The Extraordinary General Assembly can only validly decide if two thirds of the members of the Association are present or represented.
The Extraordinary General Assembly also has the possibility to take all the decisions provided for in the Ordinary General Assembly.
If two thirds of the active members were not reached, the Assembly would, de facto, be void.
Article 22: Dissolution
In the event of dissolution pronounced by the Extraordinary General Assembly, one or more liquidators shall be appointed by it.
The assets, if any, shall be vested by this Assembly in one or more Associations having a similar purpose or in any establishment with a social or cultural purpose of its choice.
Done at Marseille, on May 19th 2019 in 2 original copies.
Updated in Marseille, September 21st 2021.