The constitution agreed in 2024 below replaces by the 2005 constitution.

Constitution

§1 Name and location

• The organisation has the name SDL Forum e.V.
• The organisation is located in Darmstadt.
• The "SDL Forum e.V." is registered at the Darmstadt court of registration under the number  2520.

§2 Purpose

The Society fulfils this purpose by

1. Science and research by planning and organizing scientific conferences to systematically identify new findings on SDL and publish them in conference proceedings.
2. Education by providing and disseminating information on the development and use of SDL, e.g. by maintaining a website with relevant content and organising events on the topic.

§3 Profit-free status

The Society is a non-profit organization corresponding to the paragraph "Steuerbegünstigte Zwecke" (tax-exempted purposes) of the German "Abgabenordnung". The "SDL Forum e.V." does not aim to gain profits from its work. Assets of the Society may only be used for purposes defined in the constitution. Members may not receive any profits from or other payment resulting from membership of the society. No person may receive from the Society benefits that are foreign to the aims of the Society or unreasonably high fees.

§4 Members

Members, both individual persons and organisations, are enrolled following a decision by the Board of the Society and comes into effect when the designated Member has accepted the enrolment and, if applicable (see §5), the payment of the first membership dues.

§5 Membership fees

The Board lays down membership fees, which must be confirmed by the following members meeting.

§6 End of Membership

Membership ends

• individual members by death,
• member organisations by dissolution,
• if the membership is revoked by the Board of the Society,
• by resignation, which takes immediate effect.

§7 Institutions

Institutions of the Society are:

• the Board,
• the Members' Meeting.

§8 Board

The Board according to §26 BGB (Federal Code) runs the business of the Society. It consists of the Chairperson, the Treasurer and the Secretary. A Board member must be an individual member of the Society.

Board members are elected by the Members’ Meeting by a simple majority on the basis of nominations of the outgoing Board that includes all nominations received from Members at least 7 weeks prior to a members meeting (see §9).

The term of office shall terminate with the elections at the next annual members' meeting.

The members of the Board are each authorised to represent the Society individually. The representation needs to be agreed upon by a simple majority of the Board

§9 The Members' Meeting

A Members’ Meeting is convened by the Chairperson at least once a year. Extraordinary meetings shall also be convened if this is called for by the Board or applied for in writing by at least 25% of the Members. The invitation to the Members’ Meeting must be sent to all members at least six weeks in advance, stating the agenda.

The agenda for a Members’ Meeting shall include or have attached nominations for the Board election and resolutions to be put to the Members’ Meeting.

The Secretary shall take the minutes of the meetings. The minutes must contain:

• the list of attendees,
• the agenda,
• the general outline of the discussions,
• motions and agreements with the exact wording and votes cast,
• all statements explicitly requested to be put in the minutes.

The minutes must be signed by the Chairperson and distributed at the next meeting for approval.

§10 Quorum

The Quorum is fulfilled if the meeting was convened as required by this constitution and at least four Members or 75% of the Members, whichever is smaller, are in attendance.

§11 Communication and electronic decision-making

Invitations, agendas, proposed resolutions, and similar communications can be publicised by e-mail or published on a website accessible to members.

The Society may also pass resolutions by e-mail by way of circulation if no member of the Society objects. Instead of face-to-face meetings, the Institutions may also hold meetings using suitable means of telecommunication, such as video and/or telephone conferences.

§12 Audit of accounts

At least once a year, a Members’ Meeting shall appoint two Members who are not Board members as Auditors. The auditors audit the business and financial management for the previous calendar year and report to the subsequent Members’ Meeting. (see also additional note below)

§13 Changes to the Constitution

This constitution may be changed if proposed changes are announced in writing together with the invitation to the meeting and on obtaining a 2/3 majority of Members present at the meeting.

§14 Dissolving the Society

The Society will be dissolved if this is called for by two-thirds of the Members of the Society in writing or by a two-thirds majority at a Members’ Meeting. In this case or in case the non-profit purpose of the Society no longer applies or is revoked, the balance of the Society will be transferred to the DFG (Deutsche Forschungsgemeinschaft) under the condition that the funds are used to promote science and research as well as education in the area of the Specification and Description Language and related System Design Languages SDL as defined in §2.

This Constitution was agreed during the founders' meeting on 27 October, 1994 in Geneva, Switzerland. In Geneva on 15 April 1996 §2, §4, §5 and §8 were changed. On 5 May 1997 §8 was changed, according to which it is sufficient that 2 members of the Board represent the association externally. On 21 June 2005 minor changes to §2, §8 and §9 were made. The current version was agreed on the 10 July 2024.

Additional note to §12. Audit of accounts: This note does not change or form part of the Constitution, but clarifies the appointment and role of auditors. After discussion at the 2005 AGM of the Society, the auditors are appointed at an AGM and normally audit the accounts for 01 January to 31 December for that year of appointment, and report back to the AGM in the following year. In the following year the Treasurer starts the audit process by preparing the accounts and making them available to the auditors sufficiently in advance of the AGM so that the audit can be carried out in time. The auditors can ask for extra documents needed to carry out the audit. If for any reason (such as an AGM in January) this procedure is not practical so that the auditors cannot report to the AGM, the procedure to be followed in that case should be agreed at the AGM.