Panotools Bylaws

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Revision as of 00:55, 8 October 2006 by Serge (talk | contribs) (fixed some typo's)
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  1. Everybody is welcome to give feedback on and discuss each and every provision in the by-laws within the given time frame.
  2. The place to give feedback is Panotools-List.
  3. Please give feedback on an open thread or on the latest version of the draft only.
  4. Newer versions of the draft will be published on the wiki and announced here.
  5. When starting a new thread, please quote the relevant provision, not the whole text. To facilitate references, provisions are numbered.
  6. If a provision is already declared closed marked by a (C) next to the provision number, state in your initial comment that you request to re-open a provision and state the reason for your request. I reserve judgment on whether to re-open the provision or refuse the change request. Coming late to the party is not a good reason to reopen a provision.
  7. One issue = one mailing list thread. If you have more than one issue, please don't group them. Instead start many threads.
  8. Typos and other minor edits can be forwarded to me directly. No need to clog the mailing list. Express in public feedback on provisions that you want publicly discussed.
  9. I will strive to solicit feedback from the group at large issue by issue, thread by thread, and to bring each thread to a closure/compromise. If after a reasonable amount of time there is no feedback/discussion, I will declare a provision closed.
  10. I will declare a thread/provision closed and amend the draft with its conclusions when I will have reasonable indication that the issue has been thoroughly discussed.
  11. When all threads / provisions are closed, I will officially turn the document to the elected moderators. If they accept it, they will automatically become the initial board of the Verein. If they reject it, we are back to the drawing board.
  12. If the elected moderators will accept the draft a vote will be held on PanotoolsNG asking the membership at large if they want to transfer ownership of the list to the new entity. If they reject it, we are back to the drawing board.
  13. If we made it until here, we are done.


  • Provision that have not been given feedback on by October 13 will be declared closed.
  • Discussions on open provisions will be tentatively scheduled to last one week. If the discussion does not come to a closure, they will be extended.
  • The intention is to finalize this document by November 1.


Art. 1 Name, Office and Business Year

(1.1) Under the name "PanoTools IG" - Verein Panotools Interest Group - referred to as "Verein" in the following text - exists a Verein according to Articles 60ff of the Swiss Civil Law Book.

(1.2) Main Office of the Verein is the residence of the President.

(1.3) The business year is the calender year.

(1.4) Official communications within the Verein is in English.

Art. 2 Objectives, Means and Tasks

(2.1) The Objective of the Verein is to enable the non-profit exchange, collection and distribution of Knowledge related to Panorama Photography

(2.2) A mailing list open to all civilly behaved interested persons is the main but not exclusive means for Knowledge exchange. The mailing list will be operated by the Verein on the free YahooGroup infrastructure.

(2.3) A wiki open to all interested persons is the main but not exclusive means for Knowledge collection and distribution. The wiki will be operated on an appropriate infrastructure to be defined by the Verein's board and to be enshrined in these bylaws soon after implementation.

(2.4) The Verein will obtain, maintain and if necessary finance the IT infrastructure necessary to operate the mailing list and the wiki.

(2.5) The Verein can consider additional means to forward its objective.

(2.6) The Verein has an exclusively non-profit objective.

(2.7) The Verein may raise money to forward its objective.

(2.8) The Verein may channel its funds to other entities and projects as long as the funds are committed to the same objective as the Verein.

Art. 3 Membership

(3.1) The Verein has two classes of membership: members and honorary members.

(3.2) Any natural or juridical person can become a member by joining the Verein's mailing list.

(3.3) Deleted.

(3.4) Board members can nominate honorary members based on their merit and achievement in the Panotools community.

Art.4 Rights and Duties of Members

(4.1) All members have the right to participate in the Verein's activities, including the mailing list and the wiki. Moreover they have the right to propose a motion to the Board.

(4.2) All members are obliged to support the Verein in its Objective by making appropriate use of the Verein's infrastructure.

(4.3) All members have a duty to insure that their contact information in the mailing list is current. The Verein declines all responsibility for failure of any member to maintain current contact information, particularly in the case that the member did not receive important communication from the Verein and couldn't exercise his/her right to vote.

(4.4) All members have the right to elect and be elected to the Verein's organs and the right to vote and address the General Assembly.

(4.5) Deleted.

Art. 5 Begin and End of Membership

(5.1) Membership must be applied for to the Board by applying to join the Panotools_GA Mailing List. Only in exceptional cases can the Board refuse membership. The Board has no obligation to explain its decision. The rejected applicant can request a review of the application by the General Assembly. The General Assembly's decision is final.

(5.2) Membership is terminated by voluntary termination (quitting the Panotools_GA mailing list), expulsion, death of the member or loss of legal capacity.

(5.3) Voluntary termination is effective whenever the member wishes.

(5.4) Expulsion of a member with immediate effect can be decided by the Board for important reasons when the member offends repeatedly and in significant manner these bylaws, the policies or the interests or objective of the Verein. The Board decides on an expulsion with a two thirds majority. Before the decision, the offending member is given two weeks time to refute the allegations. Expelled members can file an objection with the General Assembly within thirty days of the expulsion. The objection is decided upon at the next General Assembly by simple majority. The objecting member as well as the Board has the right to address the General Assembly prior to the vote. The General Assembly's decision is final.

(5.5) All claims for membership are void in case of termination. No refund of donations nor other compensation of any kind will be due to the terminated or expelled member.

Art. 6 Membership fees

(6.1) There are no mandatory membership fees.

Art. 7 Organs of the Verein

(7.1) The Verein has a

  • General Assembly
  • Board
  • Auditors

Art. 8 The General Assembly

(8.1) The General Assembly is the highest organ of the Verein. It will decide the most important issues of the Verein. In particular, it must fulfill the following tasks which it can't delegate:

  • Elect the Board and the Auditors
  • Approve the yearly report and the audit report
  • Approve the budget
  • Discharge the Board and the Auditors
  • Approve the bylaws and any changes to them
  • Discuss and decide on motions and objections presented to the General Assembly
  • Discuss and decide on Verein affairs put forward for discussion by the Board
  • Decide any eventual dissolution of the Verein.

(8.2) The Board will call a General Assembly to be held every year on November 1. The General Assembly takes place online, on the panotools_GA mailing list. The invitation to the General Assembly with the provisional agenda for the meeting and items to be voted on must be mailed out to the panotools_GA mailing list at least four weeks in advance of the voting. Objections to the agenda, propositions and vote candidature must be sent to the Board at least two weeks before the General Assembly. [NEW: VOTING PROCESS]. On the day of the General Assembly, the Board sets the appropriate polls in the polls section of the panotools_GA YahooGroup. All polls are open for at least seven days. Once all polling has ended, the Board summarizes the decisions.

(8.3) Late agenda items, including propositions, motions, petitions and objections, but excluding changes to the bylaws must be added to the agenda if during the General Assembly a majority of voting members votes in favour of dealing with the issue. [NEW: VOTING PROCESS]. On the day of the General Assembly, the Board sets a poll on whether the General Assembly accepts the addition to the agenda. If the addition to the agenda is accepted, the General Assembly is extended by another seven days poll on the actual item.

(8.4) The Board can call an extraordinary General Assembly at any time by announcing it to the General Assembly with a justification. The Board must call a General Assembly if it is petitioned to do so by at least 50 members in writing (e-mail). The extraordinary General Assembly announcement will be e-mailed out at least four weeks in advance of the extraordinary General Assembly.

(8.5) Decisions of the General Assembly are documented in a protocol to be made available to all members within 60 days of the General Assembly. The protocol will be scheduled for approval by the next General Assembly.

(8.6) An item must be put on the agenda of the General Assembly if at least 25 members petition the Board in writing (e-mail).

(8.7) In advance of the General Assembly, all parties who have a right to address the General Assembly on an agenda item will post their statement to the panotools_GA. A member of the Board chosen to run the agenda approves the relevant posting before starting their poll. All other messages to the panotools_GA group that are not relevant to the process will be discarded.

Art 9. Voting Rights and Quorum

(9.1) Each Member has one vote. Voting rights are non-transferable

(9.2) Each regularly called General Assembly will be a quorum no matter how many members participate.

(9.3) The General Assembly makes decision by a simple majority of voting members. In the case of a tie, the motion is rejected. Non-voting members accept the outcome of the vote.

(9.4) For changes to the bylaws and for decisions over the dissolution of the Verein a two thirds majority is required.

Art. 10 Board

(10.1) The Board is made up of a President and 4-6 additional Directors.

(10.2) Directors and Presidents are chosen for a one year term at the annual General Assembly. Their mandate starts on January 1 and ends on December 31. Unlimited re-elections are permitted. The term of the current Board ends sixty days after the election of a new Board. To smooth the transfer of ownership, the current Board will let the new Board access its daily business during the transition from the current to the new Board.

(10.3) The Board makes decisions with a simple majority. In the case of a tie, the President decides. The Board has a quorum when at least half of its members take part in the vote. Decisions of the Board are documented in a protocol. The protocol must be made accessible to all Members within 60 days of the decision(s).

(10.4) The Board manages or delegates the Verein's business and resources that are not assigned to other organs through the bylaws. The Board may sanction budget deficits up to 50% of an individual expense, as long as the overall budget deficit is not over 10%.

(10.5) The Board is accountable to the General Assembly.

(10.6) It takes the signature of two Board members to act legally binding for the Verein.

(10.7) The liability of the Board is limited to intentional damages and gross negligence.

(10.8) Candidates for the Board can put forward their name for election after the invitation to the annual General Assembly is issued. The General Assembly will vote on each candidate separately in a vote that allows votes in favor (Yes) or against (No) for each candidate. A Candidate's net vote is the count of Yes votes less the count of No votes. A Candidate with a negative vote count is rejected. If there are more Candidates than posts, those Candidates are retained with the highest positive vote count. In the case of a tie, the Candidate with the least No votes prevails. If there is still a tie the current Board decides. The Candidate with the least No votes is elected President. In case of a tie, the Candidate with the most Yes votes prevails. If there is still a tie, the current Board decides.

(10.9) Board members are volunteers and are not compensated, financially or with any other means, for their activity for the Verein.

Art. 11 Auditors

(11.1) The Verein has two auditors who do not belong to the Board nor are employed by the Verein. They are elected by the General Assembly for a year. Unlimited re-elections are permitted.

(11.2) The Auditors audit the books and the funds of the Verein, the activity of the Board and report on them to the General Assembly.

(11.3) The Auditors must be given access at any time to all relevant books, accounts, e-mails, protocols, logs and other correspondence.

Art. 12 Finances

(12.1) The Board is responsible to keep a book of the Verein's expenditures.

(12.2) Only the Verein's funds are liable for the Verein's obligations. A personal liability of the Board members is excluded.

Art. 13 Dissolution of the Verein

(13.1) In the case of the dissolution of the Verein or change of its non-profit orientation, the Verein's funds will be transfered to a non-profit organization active in promoting Panorama Photography. The decision to whom to transfer the funds is left to the General Assembly.

(13.2) The elected Board will act as liquidator, unless the General Assembly decides otherwise.

Art. 14 Provisional Provisions

(14.1) Once this document is declared final, it will be turned over to the elected PanotoolsNG moderators. (14.2) If a majority of the PanotoolsNG moderators will accept this document, it will put to a vote of its membership the transfer of ownership of the PanotoolsNG mailing list to the Verein. (14.3) If a majority of the voting PanotoolsNG members will vote to transfer ownership of the PanotoolsNG to the Verein Panotools IG, and when at least two people join Panotools_GA, the Verein will constitute. (14.4) The first General Assembly will take place within one month of constitution, and not on the date stated in provision (8.2) (14.5) The PanotoolsNG moderators will be the first provisional board, and will conduct the business of the Verein until the General Assembly elects the board and that board is ready to become operational.