EEA Fiscal Host

§1 Name and domicile

Article 1. The name of the association is Open Constitution.

Article 2. The association’s registered domicile is in the City of Copenhagen.

§2 Purpose

Article 1. The association’s purpose is to influence legislation and attitudes in society, both nationally and globally to promote better conditions for observing fundamental human rights and freedom of expression of the association’s members. 

The association’s purpose, therefore, includes;

a. disseminating, publishing, and maintaining an open-source research journal.

b. maintaining an intellectual property artefact registry on behalf of its members.

c. organising and supporting conferences, symposiums and seminars in any fiscal year and other events in accordance with the association’s purposes as described in §2 Purpose Article 1 a,b above

d. organising disinformation campaigns in public spaces by means of exercising the Association’s purpose as described in §2 Purpose Article 1. a, b, c above.

e. organizing public interest litigations against human rights violations, including but not only limited to any litigation against any public body affiliated with a state’s governance in the appropriate Court of jurisdiction, in accordance with the United Nations Convention on Human Rights.

Article 2. To fulfil the fiscal hosting purpose(as in §2 Purpose Article 1 above), the association registers itself as a budgetary/fiscal member of the Open Constitution AI network on behalf of its members, either at its founding date or the date of appointment of fiscal host, as designated by the Board.

Afterwards, the association must maintain the necessary compliance levels set up by the Open Council of the Open Constitution AI network to self-regulate its fiscal affairs.

§3 Association’s Membership

Article 1. Any natural person who has reached the age of 15, any legal person or any public body (instituted as a consequence of the declaration of a public act) and who supports the association's purpose can be accepted as a member if they fulfil the conditions for membership in §5.

Article 2. The membership year follows the period from 1 January to 31 December or a fiscal year as decided by the Association’s Board of Directors.

§4 Exclusion

Article 1. The board may exclude a member who does not respect these bylaws or decisions adopted by the general meeting. A majority of 2/3 of all board members is required to do so.

Article 2. The exclusion can be requested at an extraordinary general meeting. The board must receive a request to this effect within thirty (30) days from the time of notification of the exclusion.

§5 Membership and voluntary contributions

Article 1. The membership fee is determined by the annual general meeting.

Article 2. The membership fee must be paid to the association’s secretariat and applies to the current membership year, cf. §3, article 2.

Article 3. Any natural person who has made a voluntary contribution to the association in any fiscal period is a fee-free member of the association in the following membership year. Fee-free membership of a natural person in the subsequent fiscal year can only be recognized if voluntary contributions are made, either in cash or non-cash, at least 72 hours of volunteer human hours, or intellectual property contributions.

It is the member’s responsibility to ensure that their contributions are registered in the Open Constitution AI network’s governance system, as designated by the board.

Article 4. It is the board’s responsibility to ensure that all members are aware of this. The board or natural persons appointed by the board must supervise the system and ensure the accuracy of the member's registered contributions in the system.

§6 General Assembly

Article 1. The general assembly is the highest authority of the association.

Article 2. The annual general meeting is held digitally once a year from 15 October to 30 November or on a date as decided by the board of the Association through the electronic medium and digital commons infrastructure of the Open Constitution AI network, including, but not only limited to, measures such as video conferencing by means of censorship-resilient, neutral, multi-media communications systems, which are employed on the Open Constitution AI network.

The annual general meeting is notified by email to all members of the association, to the email addresses most recently provided to the association, by posting on the association’s website, and at least one public channel of the Open Constitution AI network, with at least 14 days’ notice.

Article 3. The notice must, at minimum, contain information about the time, place, deadline and digital resources for submitting proposals to be considered at the general meeting.

Article 4. Candidates for the board and proposals to be considered at the general meeting must be received by the secretariat or a representative by means of an electronic filing into the Open Constitution AI network’s governance system, as designated by the board, at the founding of the association, no later than twenty-one(21) days before the general meeting.

Article 5. The final notice with the agenda, proposals, and candidates for the board must be published on the association’s website no later than fourteen(14) days before the general meeting.

Article 6. The general meeting is open to any member of the association who may be accompanied by one advisor and persons invited by the board.

Article 7. To obtain voting rights, membership fees must be paid no later than six(6) weeks before the general meeting, or the requirement for membership fee exemption for natural persons cf. §5, article 3 must be met.

Article 8. A legally notified general meeting constitutes a quorum regardless of the number of attendees.

Each member with the right to vote, cf. §6 Article 7, has one vote.

Members who are entitled to vote in accordance with §6 Article 7 may bring one signed proxy from one member who is entitled to vote in accordance with §6 Article 7.
All decisions at the general meeting shall be made by the ordinary majority, with the exception of decisions on the purchase, sale and mortgaging of real estate and amendments to the bylaws, which require a 2/3 majority.

Electronic ballots shall only be used by means of the Open Constitution AI network’s governance system in an election where there are more candidates than positions up for election.
A written re-ballot shall only take place when requested by a member after an election to the board, where there were more candidates than the number of positions up for election, and when a candidate registers a dispute against another candidate into the Open Constitution AI network’s governance system, regarding the electoral process to the Board.

Article 9. The agenda for the annual general meeting must, as a minimum, include the following items:

• Election of moderator

• Election of rapporteur

• Election of vote counters

• The board’s report on the organisation’s activities in the past year

• Approval of the accounts

• The organisational supervisor’s report is presented for information

• Determination of membership fees 

• Presentation of the budget

• Proposals received

• Election to the board

• Election of organisational supervisor

• Election of auditor

• Any other business

Article 10. Minutes of the general meeting are kept as a record of decisions. The minutes are approved and signed by the moderator and are published in the form of public-facing records.

§7 Extraordinary general meeting

Article 1. An extraordinary general meeting shall be held if a majority of the board members so request, if at least 2/5 of the members submit a written request or if an excluded member has requested it, cf. §4, article 2.

Article 2. An extraordinary general meeting shall be held no later than six weeks after receiving the request. Notice of the meeting shall be sent to the email address most recently provided by the member to the association via the association’s own website and posted on the public channel of the Open Constitution AI network at least 14 days before the meeting.

The notice must include the items to be discussed and a written motivation for these.

§8 Composition of board and requirements for obtaining electoral certification from the Open Council of the Open Constitution AI Network

Article 1. The association is managed by a board of at least two(2) natural persons: an organisational chairperson and a treasurer. Seven board members can be appointed at most, whereas five other board members can serve as ordinary board members.

Article 2. It is the task of the board to

• Establish rules of procedure for the work of the board

• Establish a special executive committee formulating the responsibilities of the chairperson

Article 3. The board shall be elected in such a way that two or more members are elected in turn at the annual general meeting for a period of two years.

Article 4. Minors cannot financially represent the association. Any natural person who is a member of the association who has reached the age of 18 is eligible for election as a board member. Any member of the association who has reached the age of 18 is eligible for election as chairperson and treasurer.

Article 5. Any natural person who is a member of the association and who has obtained an electoral certification from the Executive Council, Media Council, Legal, Regulations, Treasury, Steering, or Ethics Council of the Open Council is eligible for election as a board member of this association.

Any natural person who is a member of the association and who has obtained an electoral certification from the Treasury Council of the Open Council is eligible for election as a board member and to serve as a treasurer.

Natural persons must maintain their electoral appointments in the Open Council body during their complete tenure for serving on the association's board.

Article 6. The chairperson and the treasurer are elected first, on priority, and separately so that the organisational chairperson can be elected for a two-year period.

Article 7. If a chairperson or treasurer voluntarily resigns untimely or involuntarily removed, the board shall appoint a new chairperson or treasurer to serve until the next annual general meeting. If the position is not to be elected that year, cf. Article 3, a chairperson shall be elected for a one-year period.

Article 8. If one or more board members resign early, a corresponding number of candidates shall be elected at the annual general meeting for a period of one year. The one-year mandate is awarded on the basis of the lowest number of personal votes.

Article 9. Alternates: The general meeting can elect up to two alternates for one-year terms. If a board member resigns, the alternates shall take office in the chosen order until the next annual general meeting. If a board member decides to take a leave of absence for a given period, an alternate will be appointed for the period in question.

Article 10. If there is no alternate elected by the general meeting, the board is self-sufficient until the next annual general meeting, where the vacancy on the board must be filled with a mandate from the general meeting.

§ 9 The work of the board

Article 1. The board constitutes a quorum when more than half of the board is present, of which at least two must be members of the special executive committee. A simple majority adopts Board decisions. In the event of a tie, the chairperson has the casting vote, and their single vote counts as two in the event of disagreement between the board members.

Article 2. A Special Executive Committee shall be established in accordance with Articles 3 and 4 below.

Article 3. The Special Executive Committee is responsible for managing the board’s work between board meetings.

Article 4. The board may establish ad-hoc committees, in addition to Special Executive Committee, for the purpose of solving a specific task described in a mandate in cooperation with the secretariat, just as the board may enter into cooperation with other associations or companies to solve the board’s tasks.

Article 5. The board may appoint and dismiss a head of the secretariat.

Other staff, with the exception of area managers, are hired and dismissed by the head of the secretariat, if such a person is employed.

Article 6. The board establishes in an instruction to the head of the secretariat the detailed framework for the secretariat’s activities in addition to what has been established for the secretariat in the form of procuration regarding the association’s financial management.

Article 7. The board may appoint and dismiss area managers.

Article 8. An area manager cannot be a member of the board or vice versa. If a member of the board is appointed as an area manager, that person shall resign from the board with immediate effect. If an area manager is elected to the board, their role as an area manager ceases with immediate effect.

Article 9. No board member may hold a paid position in the association.

Article 10. A board member may receive fees for lectures and remuneration for other tasks that are in continuation of the association’s work but are not part of the work as a board member.

§10 Organisational supervisor

Article 1. The general meeting elects one organisational supervisor for a one-year period.

Article 2. Only a person who has experience from board work in the association or a comparable organisation can act as the organisational supervisor; it is therefore explicitly stated that if the member is serving or has served on either of the Observer Council or Ethics Council or Regulations Council or Treasury Council of the Open Council of Open Constitution AI network, can only be elected as an organisational supervisor.

Article 3. The role of the organisational supervisor is

• to assist the board of directors with recommendations in connection with the review, development, updating, optimisation or implementation of administrative processes, organisational processes and business procedures and to supervise compliance with these. 

• supervise the association’s operations in relation to decisions and transactions that may have a major direct or indirect impact on the association’s finances.
  Assist the treasurer in supervising the association’s bookkeeping system and thus provide the association with increased financial security.

Article 4. At the general meeting, the organisational supervisor must present a report on their activities and assessment of the above tasks, which is subsequently noted by the general meeting.

§11 Authorisation rules

Article 1. The association is authorised by a chairperson. Any other board member appointed and approved by a majority of the board may also authorize the association in place of the chairperson.

Article 2. The board may grant procuration, which, however, can never be sole procuration.

Article 3. However, the board may authorise the issuance of debit cards to trusted members, volunteers and employees, where the natural person in question is personally liable for using the card or failing to submit supporting documents in connection with withdrawals on the card in question.

§12 Open Treasury

Article 1. The financial year or the fiscal year is the calendar year as decided by the Board, and the finances of the association are published publicly on the open-source treasury system, publicly accessible in accordance with the Global Statutes of the Open Constitution AI Network, a digital commons infrastructure.

Article 2. If the association is liable for declaring an audited financial statement for any fiscal year, or if the association voluntarily opts for an audit for a fiscal year, based on the size of its treasury and applicable laws, in accordance with Danish legislation for Foundations and associations, the association’s accounts are audited by an auditor elected at the general meeting for any fiscal year.

Article 3. If the general meeting elects an auditor who is neither registered nor state-authorised, the general meeting shall also elect a deputy auditor.

Article 4. The accounts shall be presented for approval at the general meeting.

Article 5. The association is only liable for the association’s assets.

§13 Role of Open Tribunal

Article 1. If one or more members of the Fiscal Host Association have a dispute against any constitutional body constituted in accordance with the Global Statutes of the Open Constitution, then the members may inform the arbitrator body known as the Open Tribunal.

It is the members' responsibility to register a dispute in the Open Constitution AI network Trust Governance System for a case to be processed by the Tribunal.

Judgment upon the award rendered by the arbitrator Open Tribunal may be entered in any court with jurisdiction to do so.

§14 Amendments to the Articles of Association

Article 1. Proposed amendments to the Articles of Association can only be adopted at a general meeting if at least 2/3 of those present and entitled to vote at the general meeting vote in favour of the amendments.

§15 Dissolution

Article 1. The association can only be dissolved if two consecutive general meetings decide to do so with a 2/3 majority. Further, the mode of operation can also be changed if two consecutive general meetings decide to do so with a 2/3 majority.

Article 2. If the association is dissolved, its assets shall, upon dissolution, be made available to a humanitarian organisation or non-profit association domiciled in the Danish jurisdiction, where this Fiscal Host association is incorporated and that supports purposes that are consistent with the association’s purpose as decided at the dissolving general meeting.