SDL Forum

The constitution agreed in 2005 below was replaced by the 2024 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 Aims

The aims of the "SDL Forum e.V." - called the Society hereafter and also known as the SDL Forum Society, are to promote the Specification and Description Language and related System Design Languages SDL, to provide and disseminate information on the development and use of SDL, to support education on SDL and to plan and organize the "SDL Forum" series and other events to promote SDL.

§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

  • by death,
  • 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 runs the business of the Society. It consists of the Chairperson, the Treasurer and the  Secretary. Externally the Society is represented by two members of the board acting together. The Board are also Members of the Society.

All three Board members shall be elected by the members' meeting by a simple majority on the basis of nominations by the Board that includes all valid 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 once a year members' meeting.

The Board shall ensure that all its decisions are in agreement with Study Group of ITU-T or its successor that approves and publishes SDL standards. ITU-T is a suborganization of the UN. The Board shall deliver a report at the meetings and endeavour to maintain the status of a collaborator with ITU-T or its successor.

§9 The members' meeting

Meetings of the Society are convened by the Chairperson of the Society at least once a year. The invitation must be sent to all members at least 6 weeks prior to the meeting and must contain the agenda. The agenda for a members meeting shall include or have attached nominations for any Board election and resolutions to be put to the members meeting. Additional 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 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 Documentation of agreements

Agreements of the Board shall be documented in writing and signed by the Chairperson.

§12 Audit of accounts

At least once a year a meeting shall appoint as Auditors two Members who are not members of the board. The Auditors shall check the accounts of the Society for the period of at least a year from the date of their appointment and report to a subsequent 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 purpose of the Society is terminated, the balance of the Society will be transferred to the DFG (Deutsche Forschungsgemeinschaft) under the condition that they must use the funds for the purpose 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.

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.