Statutes of „The Document Foundation“

This English version of the statutes is provided for convenience only
and to be considered a draft and work in progress.
The only legally binding version of these statutes is the German version,
available at http://www.documentfoundation.org/satzung.pdf

Preamble
The foundation's object is to further and develop office software that is free to use by everyone. The foundation furthers a
sustainable, independent and meritocratic community which develops Free / Libre and Open Source Software based on
open standards through international collaboration.
In particular the foundation will further the distribution of a repertoire of digital productivity and creativity tools (Office
Suite, thus software for general office activities to create e.g. text documents, spreadsheets, presentations, drawings, pictures
and diagrams). This software shall be made available for everyone (including companies and public authorities) freely and
without restrictions to the intellectual property on one's own files, to guarantee full participation in a digital society.
§ 1 Name, legal form, domicile and business year
(1) The name of the foundation shall be „The Document Foundation“, a legally capable (German) civil law foundation.
(2) It has its registered seat in Berlin. Business year is the calendar year.
§ 2 Object of the foundation
(1) By furthering free software the foundation entails the furthering of:
- national and vocational education,
- science and research, especially on the fields of computer sciences,
- civil engagement in favor of charitable objects.

(2) The foundation furthers and supports a sustainable, independent and meritocratic community which develops Free /
Libre Open Source Software (FLOSS) based on open standards formats (e.g. OpenDocument format).
FLOSS may be used, analyzed, adopted to own needs, distributed and enhanced for any purpose. Standards are open, if
they are

–

subject to full public assessment and use without constraints in a manner equally available to everybody;

–

free of any components or extensions that have dependencies on formats or protocols that do not meet the

definition of an Open Standard themselves;

–

free from legal or technical clauses that limit its use by anybody

–

managed and further developed independently of any single vendor in a process open to the equal participation of

competitors and third parties and

–

which are available in diverse complete implementations from different offerers, or as a single complete

implementation available to all participants.

The object of the foundation is achieved, either directly or through intermediaries, in particular, but not limited to, via:
- assembling and publication of software
- spreading the philosophical and cultural ideals of FLOSS;
- idealistic and professional support of anybody who creates, furthers, distributes, translates the software or documentation
for that software, or contributes in any other way to the software, including the creation and operation of communication
platforms for mutual support and help;
- information, representation, counsel and training of users, authorities, private entities and the general public on the
advantages the usage and the educational potential of the software, especially through seminars, workshops and idea
conferences, but also by introducing children and adolescents to and awaken their interest in Free Software (e.g. via
holiday camps teaching the software and creating bug reports)
- collaboration (excluding for-profit funding) and coordination with other organisations that at least partially share the
same charitable objects;
- furthering of national, European and international collaboration in the field of the named software (e.g. by translating
the software or its documentations);
- promotion and implementation of research and development projects (e.g. via supporting public tenders, or research into
legal obstacles for Free Software deployments, or co-writing of open standards);
(3) The foundation can pursue its object nationally and abroad.
(4) The foundation does not need to pursue each object with the same effort. The foundation's board of directors decides
which actual object will be pursued primarily.
(5) The foundation can provide financial or material resources to other tax-priviledged bodies, institutions and foundations,
or to appropriate public authorities, if these entities use the resources to further the foundation's objects according to
paragraph 1 and 2.
§ 3 Non-Profit character
(1) The foundation shall exclusively and directly pursue charitable objects as defined by the section “tax-beneficiary objects”
of the German general tax code.
(2) The foundation acts altruistic. It does not primarily focus on economic objects for its own benefit.
(3) The foundation's funds may only be used for statutory objects.
(4) The foundation executes its tasks on its own or through auxiliary persons as defined in § 57 paragraph 1 sentence. 2
German general tax code, as long as the foundation's means permit, and the foundation is not acting on procurement of
funds as per § 58 No. 1 German general tax code.
(5) In order to realize its objects, the foundation may operate special-purpose enterprizes as long as the given purposes are
in line with the objects under § 2.
(6) The foundation may act as trustee for dependent (not having legal capacity) foundations or manage other independent
foundations (having legal capacity).
§ 4 Assets of the foundation
(1) The assets granted to the foundation to fulfill its objects on a sustainable and continuing base, shall be kept
undiminished. The assets of the foundation are defined in the act of formation.
(2) The assets shall be invested in a safe and profitable way, whereat ethic criteria shall be pursued. The foundation's assets
must not be invested actively in shares to more than one third of the total assets.
(3) Regrouping of assets is permitted. Regrouping gains must be allocated to a regrouping reserve, which may be dissolved
for re-compensation of regrouping loss, to raise the foundation's assets, or to be used for statutory objects.

(4) Endowment contributions (Zustiftungen) shall be allocated to the assets of the foundation. The foundation may accept
such donations. Non-dedicated donations due to disposition mortis causa, as well as free reserves as of § 58 No. 7a German
general tax code, may be reallocated to the foundation's assets.
§ 5 Usage of capital gains yield and donations
(1) The foundation achieves its objects from the capital gains yield and from donations which are not explicitly dedicated to
grow the foundation's assets. Creation of reserves or allocations to the foundation's assets as of § 58 No. 7a German
general tax code are excepted.
(2) As necessary, the foundation may allocate it´s funds in whole or in part to a reserve, to be able to sustainably achieve its
tax-exempt statutory objects, if there are concrete ideas or timely targets for the usage of the reserves, and if the tax-exempt
status of the foundation will not be jeopardized.
(3) For long-term maintenance of value, and if in accordance with applicable tax laws, annual revenues may be re-invested
into the capital stock or another reserve fund, to adjust for inflation.
(4) No legal right on foundation services shall be constituted, especially not to be accepted as member of the board of
trustees, or the advisory board.
(5) No person may benefit from unreasonable high compensation or spendings that are not within the objects of the
foundation. This especially applies to full-time staff of the foundation.
§ 6 Bodies of the foundation
(1) Bodies of the foundation are:
a.) the board of directors,
b.) the board of trustees, as well as
c.) the membership committee.
Additionally, an advisory board will be set up, which shall not form a body of the foundation.
(2) Working in the foundation's bodies shall be voluntary. Adequate expenses caused by activities for the foundation maybe
reimbursed, if foundation's means permit this and achievement of the foundation's objects is not significantly affected.
(3) Member of the board of directors or the membership committee can only become, who is already a member of the
board of trustees, or is already a member of the mutual other body. Members of the board of directors or their deputies
may not be members of the membership committee and vice versa. Members of the board of directors or their deputies
and members of the membership committee may not be members of the advisory board and vice versa.
(4) The liability of the body's members towards the foundation is limited to intent and gross negligence. This limitation does
not apply to the board of directors, starting with knowledge of a pending complaint or impeachment relative to board of
directors actions, if the board of directors proceeds with the challenged actions before the complaint or impeachment is
settled.

§ 7 Board of directors
(1) The board of directors consists of natural persons and shall have seven members. The board of directors elects a
chairperson and the chairperson's deputy among its members.
(2) The board of directors' term of office shall be two years, re-election is admissible. The board of directors shall be
elected by the board of trustees; the election will be prepared and monitored by the membership committee. The board of
directors members and (in case of an adequate number of candidates) up to three substitute members, will be elected
simultaneously. The voting method to be used is a system designed to achieve proportional representation through

preferential voting(Single Transferable Vote system), employing the Meek method. Candidates with the highest preference
are deemed to have been elected until the predefined number of board of directors members has been reached. The other
elected candidates act as substitute members for departing board of directors members. Each candidate shall be running
only for himself or herself. The members of the board of trustees are notified at least 45 days in advance of the elections,
by e-mail or an equivalent medium to be made available to the members. The application as candidate is possible up to one
week before the election. Only members of the board of trustees, who were already members before the election notice are
entitled to vote.
(3) The membership in the board of directors ends after term of office after the appointment of a successor, by death or by
resignation, which is permissible at any time. Departing board of directors members are replaced by the substitute member,
who gained the next lowest preference in the elections. In case the number of board of directors members decreases below
five, the board of directors must be replaced immediately by re-electing the board of directors. In this case, the remaining
board of directors shall continue only urgent business of the day-to-day administration until assumption of office of the
new board of directors.
(4) By way of derogation from the rules for voluntary work (§ 6 par. 2 first sentence), the board of directors can be
commensurably refunded annually with up to 0.5% of the financial resources of the foundation,

if otherwise the

appropriate staffing of the board of directors is at risk in case the foundation’s means permit this, and the ability to fulfill
the foundation’s objects is not substantially hampered. Further details are to be decided by the board of directors, need to
be published immediately, and will enter into force not before one month after publication.
(5) The board of directors will adopt rules of procedure, which have to be published. Within those, the appointment and
consultation of executive directors and further executive officers can be regulated.
(6) The initial board, the chairperson of the board and its deputy, and the substitute members of the board are named in the
act of formation.
§ 8 Duties of the Board of directors
(1) The board of directors decides in all principal matters, according to the statutes, on its own authority, and conducts the
day-to-day administration of the Foundation. The board of directors acts as the legal representative, and represents the
foundation in and out of court. The foundation is represented by two members of the board of directors jointly one of
which must be the chairperson or its deputy. Inter se, the deputy of the chairmen is required to only act if the chairmen is
incapable.
(2) The board of directors is obliged, within the bounds of German Foundation Law and these statutes, to fulfill the will of
the donor as effectively as possible, as is manifest in the act of formation. The board of directors’ duties are, among others:
stewardship for the capital stock, handling the foundations’ means, setting up a budget plan, proper financial accounting and
collection of receipts, creation of the annual balance and activity report. The board of directors ensures that all facilities of
the foundation-supported activities are provided in a satisfactory manner.

(3) The board of directors is obliged, via explicit publication in a generally used communication medium, to notify the
public about:

a.) all changes to the Community Bylaws, or operating mechanisms of the members board of trustees or the membership
committee, else-wise those changes are void;
b.) the composition of the board of directors, including its substitute members, , the members of the board of trustees, the
membership committee and its chairperson, the advisory board, and all other, permanently established committees;
c.) the proceedings, discussions, and decisions of the foundation, it´s committees, the board of directors, and those
potential executive directors, including meeting minutes. Under exceptional circumstances, those can be kept
confidential, if justified by the subject matter. The resulting decisions though need to be published in due time,
confidentiality end, once the reasons for confidentiality cease;
d.) conflict of interest lasting longer than a month;
e.) the decision on how to deal with a complaint.
(4) The board of directors prevents conflicts of interest within the Foundation. The board of directors is therefore obliged
to ensure, that the board of directors itself, the membership committee, and the advisory board, at maximum have one third
of their members being employed by a single company, organisation, entity or their respective affiliates of the
aforementioned. The board of directors can expel one member per month from each of the foundations bodies, until the
conflict of interest situation is either settled, or a re-election of the entity has been initiated. The board of directors can to
resolve the conflict of interest by expelling the necessary number of members from other committee at once, and/or
replace member by other members of such committee.
§ 9 Resolutions of the Board of directors
(1) Resolutions of the board of directors are taken in meetings, via phone, in writing (including via circulation procedure),
unless the statutes provide for something else. Telegraph, telefax, email, or otherwise auditable electronical means for vote
transmission shall be equivalent to the written form. The board of directors meets at least annually, otherwise if necessary,
by invitation from the chairperson or its deputy including the agenda, at least two weeks in advance.. Board of directors
meetings are further called in, if requested by at least three members of the board of directors.
(2) A member of the board of directors can be represented by another board of directors member or a substitute member,
unless these statutes provide for personal presence. No member of the board of directors, or substitute member, can
represent more than one other member.
(3) The board of directors is quorate if after correct invitation at least half of its members, or its representatives, are
present, among them the chairperson or its deputy, unless the statutes provide for something else. Incorrect invitations are
cured if all members are present and there is no objection. If a member incorrectly invited is not present, it can cure the
mistake by retroactively approving the decisions by the affected member. For a vote conducted by phone or email, at least
half of all members of the board of directors need to participate.
(4) The board of directors decides via simple majority of the present or represented members, or those participating in a
vote conducted in writing or via phone, unless the statutes provide for something else. In the event of a tie, the vote of the
chairperson shall be decisive, alternatively its deputy.
(5) Minutes of the Meetings of the Board of directors shall be prepared, (digitally) signed by the minute-taker and
confirmed by the meeting chairperson. These have to be brought to the attention of all members of the board of directors
and the membership committee.

(6) A board of directors member is barred from voting, if the vote contains any of the following subject matters:
- self-dealing with the member,
- the initiation or cessation of a lawsuit between the Foundation and the member, or
- grants from Foundation means towards the member, or an entity the member is a board member or a member of the
executive body of another entity.
§ 10 Board of Trustees
(1) Membership in the Board of Trustees is open to everyone, worldwide, at no cost. Membership is not required to
otherwise further the object of the foundation. The board of trustees consists of natural persons, that are either members
of one of the foundation's bodies, or:
a.) have verifiably contributed time and intellectual work for the Foundation’s objects, over a time span of more than three
months, and
b-) have after assessment by the membership committee, free of arbitrariness, verifiably, or testified by other members
contributed non-trivially and not obviously immaterially Not-exhaustively listed this includes:
- programming;
- translation;
- producing or enhancing documentation;
- producing or enhancing marketing collaterals (including graphics);
- triage, analysis and verification of bug reports;
- market research, and research of user experience or wishes;
- representing one of the Foundation’s projects in public, in press, or e.g. on trade fairs;
- operating and maintaining the technical infrastructure of the Foundation;
- functioning in other administrative tasks within the Foundation, and
c.) have applied for membership in the board of trustees, and
d.) have announced the intention to actively work towards the Foundation’s object for at least 6 months.
Every member is deemed to treat fellow members and end users with politeness, indulgence, objectivity, liberality,
friendliness, understanding, and goodwill.
(2) Members of the board of trustees are appointed for one year, effective from the beginning of the quarter following the
approval of the membership committee, and as such have equal status and rights. Membership ceases after that time, or by
exclusion, death or resignation, which is permitted at any time. Admittance to the board of trustees is decided on by the
membership committee. There is no legal requirement for a decision within a definitive time, though a decision will typically
be taken within a quarter. Likewise, the membership committee, after consulting the member, decides upon exclusion due to
counter-statutional behaviour, following a motion from either the board of directors or from another member of the board
of trustees.
(3) Further details on admittance or exclusion from the board of trustees shall be regulated in the community bylaws, which
are enacted by the board of directors. Changes to these bylaws need to decided by the board of directors and require the
affirmative vote by the Board of Trustees members to come into effect. The members of the initial Board of Trustees are
named in the act of formation.
§ 11 Duties and Decision-Making of the Board of Trustees
(1) The Board of Trustees elects the Board of Directors and the Membership Committee. The Board of of Trustees can
vote on any topic desired by the board of directors. Members of the Board of Trustees can, acco rding to these statutes,
issue a complaint against the Board of Directors, and request impeachment.

(2) The Board of Trustee’s decisions are taken by a simple majority regardless of the number of present or participating
members, unless the statutes provide for something else. The voting method to be used is a system designed to achieve
proportional representation through preferential voting (Single Transferable Vote system), employing the Meek method.
Members of the Board of Trustees are duty-bound only to their conscience. Third parties may not determine the voting
behaviour of members of the board of trustees, verifiable violation can lead to exclusion. All elections, except for simple
votes, are prepared and conducted by the Membership Committee. The proof of proper decision making of the Board of
Trustees is a formal declaration of the then-current chair of the membership committee, according to §12, paragraph 2
sentence 4. This also applies to the composition of the membership committee.
(3) A complaint expresses the demand by members of the board of trustees concerning either an election, or an impending
or already taken resolution of the board of directors regarding the board of directors itself, the membership committee , or
the advisory board. The complaint needs explain in detail the substantial disagreement with the board of directors, and
needs to specify in detail what is requested for a conflict resolution. Complaints must be filed jointly by at least 30% of the
members of the board of trustees; and need to be (digitally) signed by at least ten members (quorum). The membership
committee validates the requirements of the complaint, including the quorum, within one month, and notifies both
appellants and the board of directors immediately. Beyond that, the membership committee notifies the board of directors
immediately after reception about the contents of filed complaints. The board of directors can, within a month after
resolution of the membership committee, comply with the complaint, or reject to comply. From reception of the complaint
by the membership committee until resolution by the board of directors, or in case of incomplete resolution until
conclusion of an impeachment procedure, the board of directors cannot modify the community bylaws; in this case the
community bylaws stay in effect in their respective version from before the complaint.
(4) Impeachment of the board of directors is only permissible, if the complaint was not fully settled. Members of the board
of trustees can then, within a month, request a vote for initiating an impeachment aiming for a full re-election of the board
of directors, if that request is supported by at least 30% of the members, and (digitally) signed by at least ten members. The
board of directors must then call the members for a vote about this request as soon as the membership committee
confirmed that quorum. The membership committee has to validate the quorum requirements within a month, immediate
notification of the result has to be made to the board of directors and all members of the board of trustees. If a majority
of the members of the board of trustees (not only the majority of voting members) then vote for re-election of the board
of directors, the membership committee needs to initiate this election immediately.
§ 12 Composition and duties of the Membership Committee
(1) The Membership Committee represents the Foundation judicially in and out of court against the members of the board
of directors. It prepares and monitors the board of directors elections. It acknowledges complaints from the Board of
Trustees against the board of directors and initiates the board of directors impeachment procedure in case the respective
conditions are met. Decisions of the Membership Committee shall be prepared, (digitally) signed by the minute-taker and
confirmed by the chairperson of the Membership Committee. These have to be brought to the attention of all members of
the committee and the board of directors.
(2) The members of the Board of Trustees shall elect the membership committee among its members, for a period of two
years. The membership committee consists of at least three individuals and a maximum of 10% of the members of the
Board of Trustees, but always be staffed with an odd number. The election is prepared and conducted by the Board of
directors. Re-election is admissible. The membership committee elects a chairperson among its members. The election of
the members of the membership committee and of the substitute members proceeds using the same procedure as for the

board of directors. Candidates with the highest preference are deemed to have been elected until the predefined number of
committee members including substitute members has been reached. Departing members of the membership committee
are substituted by the respective candidates with the next lowest preference in the elections.. Each candidate shall be running
only for himself or herself. The members of the board of trustees are notified by the board of directors at least 45 days in
advance of the elections, by e-mail or an equivalent medium available to the members. The application as candidate is
possible up to one week before the election. Only members of the board of trustees, who were already members before the
election notice are entitled to vote.
(3) The membership in the membership committee ends after term of office after the appointment of a successor, by
exclusion from the board of trustees, by death or by resignation, which is permissible at any time. In such cases, the
remaining members shall be the membership committee. In case the number of members decreases below the minimum
number, the remaining members of the membership committee shall continue to process only tasks that cannot be delayed
until to the assumption of office of the successors. In case the number of members of the membership committee falls
below the defined minimum, elections must be initiated promptly. A member of the membership committee can on
important grounds be dismissed by vote of the board of trustees at any time after consultation with the board of directors
and the respective member. This decision requires a majority of all members of the Board of Trustees, not only of the
voting members. The member concerned is not entitled to vote.

(4)

By way of derogation from the rules for voluntary work (§ 6 paragraph 2 sentence 1), the members of the

membership committee can be commensurably refunded with up to 0.5% of the financial resources of the foundation, if
otherwise its appropriate staffing is at risk– in case
the foundation’s means permit this, and the ability to fulfill the foundation’s objects is not substantially hampered. Further
details are to be decided by the board of dierectors, need to be published immediately, and will enter into force not before
one month after publication.
(5) Details on admittance and exclusion from the membership committee shall be regulated in the bylaws which are enacted
by the board of directors. Changes to these bylaws need to decided by the board of directors and require the affirmative
vote by the Board of Trustees members to come into effect. The members of the initial membership committee and its
chairperson are named in the act of formation.
§ 13 Advisory board
(1) The advisory board counsels, supports, and submits proposals to the board of directors. The board of directors shall
consider the advisory board statements, but is not bound to them. Advisory board and board of directors shall have one
joint annual meeting.
(2) The advisory board consists of representatives from organisations (companies, authorities, trade interest groups), that
have substantially contributed to the Foundation, and are appointed by the board of directors. Each of those organisations
can post one representative to the advisory board, in exchange for an annual contribution, determined by the board of
directors.
§ 14 Minor changes to the statutes
(1) The board of directors can change the statute, if the Foundation’s objects remain unaltered, and don’t materially affect
the original character of the Foundation, or if the change facilitates the fulfillment of the Foundation’s objects.

(2) Resolutions modifying the statutes need approval of the Foundation Authorities, prior to becoming effective. They Tax
Authorities have to be informed accompanied by a statement.
§ 15 Expansion and change of objects, Merger, Liquidation, Conversion, and other changes to the statutes
(1) The Foundation organs can add further objects to the Foundation, if they are related to the original object, and the
continued and sustainable pursue of those objects are not hampering the original objects- provided the Foundation’s general
foundations assets or revenues are only in part required for the fulfillment of the original objects.
(2) Change of Scope, Merging, Liquidation, and the conversion into a European Foundation are reserved.
(3) Resolutions about changes other than those mentioned in §14 paragraph 1, including those according to §15 paragraphs
1 and 2 can only be conducted via in-person meetings of the entire board of directors. Those resolutions need unanimous
consent of the entire board of directors, and a simple majority of all members of the board of trustees (not only the voting
ones). The equal status of the members of the board of trustees is not modifiable. §14 paragraph 2 is to be respected.

§ 16 Devolution of Property
Upon abolition or dissolution of the Foundation, or upon cancellation of its charitable status, the property shall devolute to
the Freies Office Deutschland e.V., in case of non-existence to the Free Software Foundation Europe e.V., both of which
shall use it immediately and exclusively for national and vocational education via deployment of Free Software, as outlined
in these statutes.
§ 17 Supervision of the Foundation
(1) The Foundation is subject to government supervision according to the respective foundation laws in the Federal State of
Berlin, Germany.
(2) The Foundation's supervisory authority is the Senatsverwaltung für Justiz in Berlin, Germany.
(3) The Foundation supervisory authority is, on request as mandated by law, to be informed about Foundation matters at
any time. Reports about changes in the Foundation’s bodies, the annual balance sheet and the annual activity report shall be
sent in without request.
Wiesbaden, 7.2.2012

Thomas Krumbein

Jacqueline Rahemipour

(Members of the Board, Freies Office Deutschland e.V.)

Florian Effenberger