Login
Channel Apps
Channel About Photos Files Calendar Gallery
System Apps
Directory Help Language Public Stream Random Channel Report Bug Search

Articles and Statutes of the Hubzilla Association

Articles of Association

Statutes of the Hubzilla Association

§ 1 – Name and Registered Office

The association bears the name ‘Hubzilla Association’ (hereinafter referred to as the ‘Association’), which is subject to the present statutes and the regulations in Art. 60 ff. ZGB (Swiss Civil Code).

The registered office of the Association is in Switzerland. The administrative centre may differ from this.

The postal address of the registered office and a possible administrative centre are specified in Annex 1 No. 1.

§ 2 – Concern and Purpose of the Association

The purpose of the Association is to support the development, promotion, and distribution of the Hubzilla open source software.

This means among other things:

  1. Support the development and maintenance tasks of:
    1. The Hubzilla open source software, addons, themes, extensions, and approved forks.
    2. Support services (forums, wikis, docs, etc.) for users and admins of the Hubzilla software.
    3. Websites and other infrastructure related to the Hubzilla software.
  2. Engage in networking; collaboration; creating & maintaining documentation; and education of the public.
  3. Collecting and allocating funds to support the above activities.


The association is politically and denominationally neutral.

A change of the Association's purpose needs to be approved by the Association Assembly according to the procedures to amend the Articles, and also requires an unanimous vote by the Board of Directors.

§ 3 – Financial Year

The financial year is the calendar year.

§ 4 – Selflessness

The Association is a non-profit organisation; it does not primarily pursue its own economic purposes. It pursues exclusively and directly charitable purposes.

§ 5 – Utilisation of Funds

The Association's funds may only be used for the purposes set out in the Articles of Association.

Members receive only an expense allowance, but no direct benefits from the Association's funds. The compensation of expenses is governed by the relevant statutory provisions.

§ 6 – Prohibition of Favouritism

  1. No person may be favoured by expenses that are unrelated to the purpose of the Association or by disproportionately high remuneration.
  2. The Association is not permitted to represent the individual interests of individual members.
  3. No person's or group's agenda or vision for the Association may circumvent the will of the Association Assembly and the Board of Directors.
  4. Programs that may benefit members, such as being listed in a directory or mentioned on the website, shall be open to all members who qualify and must be consistent with the purpose of the Association, such as increasing adoption and visibility of the Hubzilla software or attracting donors.

§ 7 – Organs of the Association

The organs of the Association are:

  1. the Association Assembly;
  2. the Board of Directors;
  3. the Auditors;
  4. the Advisory Board.

(1) Association Assembly

The supreme body of the Association shall be the Association Assembly. It has the following powers:

  1. Approval of the minutes of the last general meeting;
  2. Acceptance of the annual report, the annual accounts, the annual budget and the report of the auditors;
  3. Determination of the membership fees and the annual budget;
  4. Election and dismissal of the Board of Directors and the Auditors;
  5. Discharge of the Board and the Auditors;
  6. To deal with motions of the Board of Directors and the members;
  7. Amendment of the Articles of Association;
  8. Dissolution of the Association;
  9. Passing Resolutions on matters which are reserved to the General Meeting of the Association by law or by the Articles of Association.
  10. Adopting a code of conduct, community rules, guidelines, rules, procedures, and proscribed penalties regarding and surrounding expulsions, suspensions, and warnings.

The ordinary general meeting of the Association shall be held online within the first 5 months of a calendar year. The invitation shall be made at least 20 days in advance via the Hubzilla software or by e-mail by the Board and shall contain the agenda, the motions of the Board as well as the annual report, the annual accounts and the report of the auditors.

Motions from members for the attention of the Association Assembly shall be submitted in writing to the Board of Directors by 31 January of a calendar year at the latest. The Board of Directors shall add to the agenda any motions received in due time.

An Extraordinary General Meeting of the Association shall be convened by Resolution of the Board, by written request of at least 1/5 of the voting members or by request of the Auditors. The invitation shall be sent at least 10 days before the meeting.

The meeting shall be chaired by the President or, if the President is unable to do so, by the Vice President of the Board of Directors or by another Chairperson elected by the meeting. The Chairperson shall appoint a minute taker and 2 voting members to determine the results of votes and elections.

Minutes shall be kept of the Resolutions of the Association meeting and shall be signed by the Chairperson and the Recording Secretary. Members shall be entitled to inspect the minutes.

Voting and elections shall take place openly or, by decision of the Association Assembly, in writing.

Each member of the Association shall have one vote and may be represented by another member of the Association by written proxy.

The Association Assembly shall pass its Resolutions and carry out its elections by a simple majority of the members present, unless a mandatory provision of the law or the Articles of Association provide otherwise. In the event of a tie, the Chairperson shall have the casting vote.

The presence of at least 50% of all members and a 50% majority of the votes cast is required to pass a Resolution.

If this quorum is not reached, a second meeting of the Association with the same agenda items shall be convened within 6 weeks. This meeting shall constitute a quorum respective of the number of members present.

(2) Board of Directors

The Board of Directors of the Association shall consist of a minimum of 3 and a maximum of 5 members.

The Association Assembly shall elect the President, Secretary, and Treasurer of the Association, and at the Association Assembly's option, may elect up to 2 additional officers. These officer positions will be elected by the Association Assembly and will be voting members of the Board of Directors. The positions of President, Secretary, and Treasurer are mandatory positions, but may be restyled with a different name, if approved by the Association Assembly.

They shall be elected by the Association Assembly for a term of 2 years. Re-election is permitted. A dismissal is possible at any time and without notice. The Association Assembly may dismiss a board member by the majority of votes of all active members at any time.

In all other respects, the Board of Directors constitutes itself and determines the authority to sign. In principle, individual signatures shall apply.

Each individual board member has the right to represent the Association to outside parties.

The Board of Directors is responsible for the management and representation of the Association. It may pass Resolutions on all matters that are not assigned to the Association Assembly by law or the Articles of Association. These are in particular (including, but not limited to):

  1. Management of the day-to-day business (including the administration of the domain, web server, mail server, and other infrastructure) and organisation of the Association;
  2. Preparation and conduct of the meetings of the Association;
  3. Admission and exclusion of members;
  4. Keeping the accounts;
  5. Compliance with laws and regulations.

The Board of Directors shall be convened at the request of any member of the Board of Directors.

The presence of at least 3 members is required to pass a Resolution.

If this quorum is not reached, a second meeting of the Board with the same agenda items shall be convened within 6 weeks. This meeting shall constitute a quorum if at least 2 board members are present.

The Board may elect a Chairperson, who will maintain order during the meetings. If no Chairperson is elected, the President shall serve as Chairperson. The meetings shall be minuted.

Each member of the Board of Directors shall have one vote. Resolutions shall be passed by a simple majority of those present. In the event of a tie, the President shall have the casting vote. The Lead Developer of Hubzilla's core source code has an honorary seat at board meetings without voting rights.

(3) Auditors

The Association Assembly may elect one or more natural persons or legal entities, who need not be members of the Association, as Auditors for a term of one year. The term of office ends with the acceptance of the last annual accounts. Re-election is permitted. A dismissal is possible at any time and without notice.

The financial year shall coincide with the calendar year. The first business year lasts from the date of foundation until the end of the current calendar year. The annual accounts shall be closed and an inventory shall be drawn up as at 31 December. The annual accounts shall be audited by the Auditors.

The Auditors shall submit a written report on the audit of the annual accounts to the Annual General Meeting and shall propose that the Treasurer and the Board of Directors be discharged or refused discharge.

The cash auditor may not be a member of the Board of Directors.

(4) Advisory Board

The Board of Directors of the Association may appoint an Advisory Board consisting of a maximum of 10 members. Advisory Board members who are not Regular Members are granted the status of Associate Members for the duration of their participation on the Advisory Board.

The Advisory Board elects a Chairperson from among its members for the duration of its term of office. The Advisory Board may adopt its own rules of procedure.

The Advisory Board meets at least once a year. The Board of Directors of the Association shall jointly invite the Chairperson of the Advisory Board to the meetings. The Board of Directors prepares the following documents for the Advisory Board meeting and sends them to the Advisory Board members at least one week before the meeting:

  1. Current Progress Report
  2. Further documents at the request of the Advisory Board

Functions and Rights of the Advisory Board:

  1. The Advisory Board advises the Board of Directors on all important issues relating to the organisation and supports it in strategic and financial matters.
  2. The Advisory Board has the right to ask the Board of Directors for its opinion on individual projects.
  3. The Advisory Board has the right to introduce proposals and motions to the Board of Directors.

§ 8 – Members

(1) Regular Members

Members of the Association may be natural and legal persons as well as partnerships who recognise and promote the purpose of the Association.

The Board of Directors decides on the admission of members after a written application for membership has been submitted. The decision of the Board of Directors is final. No reasons need to be given for a negative decision.

Members who join the Association for the first time are Probationary Members. Probationary Members have a six-month trial period, which begins on the day of the first contribution payment. At the end of the probationary period, they become Full Members. A probationary membership can be shortened or extended by resolution of the Board of Directors. Probationary Members have no voting rights.

(2) Honorary Members

At the proposal of the Board of Directors, the Association Assembly may appoint members or other persons who have made outstanding contributions to the Association as Honorary Members for life. Honorary Members have no voting rights.

(3) Associate Members

External persons can be appointed as Associate Members for participation in the Advisory Board, if they are not a Regular Member.

Associate Members have no voting rights at the Association Assembly and cannot become members of the Board of Directors.

The Lead Developer of the Hubzilla source code, if not a Regular Member, is automatically an Associate Member of the Association and an Honorary Member of the Board of Directors.

(4) Supporting Members

Supporting Members are natural and legal persons who permanently support the purposes of the Association through financial, material or other donations. Supporting Members have no voting or election rights. They have neither active nor passive voting rights.

(5) Other Groups

The Board of Directors may create additional groups of people for various purposes, such as boosters or working groups, and for collaboration with other projects. The Board of Directors determines the criteria for belonging to such groups. People in these groups do not need to be a member of the Association, although the Board of Directors can require it if they desire. People in these groups do not automatically become members of the Association nor do they get voting rights on account of being part of these groups.

(6) Membership Fee

Members are required to pay membership fees. The membership fee amount and due date are regulated by the Association's membership fee regulations.

(7) Termination of Membership

(a) Reasons for Cancellation

Membership shall lapse upon:

  1. resignation;
  2. exclusion;
  3. death in the case of natural persons or loss of legal capacity in the case of legal entities.

(b) Resignation

Resignation may be declared in writing to the Board of Directors with a notice period of 2 months to the end of the calendar year.

(c) Expulsion

The Board of Directors may exclude a member from the Association without giving reasons. The exclusion shall only take place after hearing the member and shall be declared to him/her in writing. The exclusion shall be effective immediately.

The exclusion is final. There shall be no right of appeal to the Association Assembly.

(d) Death in the case of natural persons or Loss of Legal Capacity in the case of legal persons

Membership is neither hereditary nor transferable by legal transaction.

(8) Suspended Membership

A member may be suspended for failure to pay the required dues, for violations of the Code of Conduct, or for other reasons.

A Suspended Member has no voting rights in the Association Assembly. Access to the Association's forum remains unaffected.

Suspended membership is limited in time. The period shall be determined by the Board of Directors in Annex 1 No. 2 to the Hubzilla Association Articles of Association. It shall be no less than one year and no more than 25 years. At the end of this period, membership ends permanently unless the member becomes an active member again beforehand.

§ 9 – Association assets, liability and obligation to make additional contributions

The assets of the Association shall consist of membership fees, surpluses from the operating accounts, sponsorship contributions, any donations, contributions to events and bequests.

The Association's assets shall be exclusively liable for the Association's liabilities. Any personal liability and obligation to make additional contributions on the part of the members of the Association shall be excluded.

§ 10 – Amendments to the Articles of Association and Dissolution

The presence of at least two-thirds of all members and a two-thirds majority of the votes cast is required to amend the Articles of Association and to dissolve the Association.

If one of the quorums is not reached, a second meeting of the Association with the same agenda items shall be convened within 6 weeks. This meeting shall constitute a quorum respective of the number of members present.

Amendments to the Articles of Association demanded by regulatory, court, or financial authorities for formal reasons may be undertaken by the Board of Directors. The Association Assembly has to be informed of such amendments in its next meeting.

Annexes to the Articles of Association contain information that changes from time to time, such as the registered address of the Association. It may also contain references to other documents, such as the Code of Conduct or Community Rules. The Board of Directors may amend the information in the Annexes without approval of the General Assembly. Nothing in the annexes may conflict with the Statutes. The Association Assembly has to be informed of such amendments in its next meeting.

In the event of dissolution, the Association Assembly shall decide on the use of the liquidation proceeds.

§ 11 – Official Versions & Conflicts

The official version of the Articles of Association and Assembly Resolutions shall be the version approved by the Association Assembly and signed by the President and/or Secretary. The official version of the Board Resolutions shall be the version approved by the Board of Directors and signed by the President and/or Secretary. Versions appearing in text format without a signature are for convenience only. If there is a conflict, typo, or transcription error, the official signed version shall prevail.

The President and/or the Secretary may make certified copies of the Articles, Annexes, Assembly Resolutions, and Board Resolutions if needed by government officials, financial institutions, and for other official purposes.

Resolutions and Articles, including this one, may be translated into multiple languages. In case there is any conflict regarding the contents or understanding between the English version and the translated versions, the English version shall prevail.

§ 12 – Entry into Force

These statutes were adopted at the founding meeting on 29 November 2023 and come into force immediately.

Any amendment to the Articles of Association shall enter into force immediately after its adoption by the General Meeting.

Amended 11 December 2024 by Assembly Resolution #1, approved by the General Assembly.

Amended 9 April 2025. Change of purpose approved 31 March 2025 by the Board of Directors via Board Resolution #2, and ratified by the Association Assembly on 9 April 2025 via Association Resolution #2.