Bylaws (Vedtægter) of Mindscaper - English Version

Article 1: Name and Registered Office

1.1. The name of the association is Mindscaper.

1.2. The association’s registered office is located in Sønderborg Municipality, Denmark

Article 2: Purpose and Public Benefit

2.1. The core purpose of the association is to develop, maintain, and distribute creative software tailored for the everyday user, democratizing access to digital creativity.

2.2. Public Benefit Commitment (Almennyttigt formål): The association operates strictly for the public benefit. To ensure this, all software, source code, and associated media developed by the association shall be released to the public under Open Source Initiative (OSI) approved licenses and/or recognized Creative Commons licenses. The association does not operate for the financial gain of its members.

Article 3: Membership

3.1. Eligibility: Anyone globally who supports the purpose of the association can become a member, subject to the exclusion criteria defined in Section 3.4.

3.2. Membership Tiers

3.3. Dues and Registration

Membership dues are collected annually. The Board determines the payment methods and standard administrative procedures for onboarding members.

3.4. Ideological Exclusion Criteria

To protect the inclusive, creative, and collaborative nature of the association, membership is strictly denied to, and will be immediately revoked for, any individual who meets the following criteria:

• Holds beliefs rooted in fascism, racism, sexism, exclusion, and the associated ideology of structural and physical violence.
• Aims to destroy coexistence in society.
• Works toward an alternative society based on principles of chauvinism and nationalism.

Members who severely violate the code of conduct will get their access revoked, and may appeal in the general assembly.

Article 4: The General Assembly (Generalforsamlingen)

4.1. The General Assembly is the highest authority in all matters of the association.

4.2. Format: All General Assemblies, including annual and extraordinary meetings, shall be conducted entirely online via standard digital conferencing tools to accommodate international members.

4.3. Notice: The annual General Assembly must be held each year before the end of Q2 (June 30th). The Board must convene the meeting with at least three (3) weeks’ notice via email to all registered members.

4.4. Proposals: Members must submit proposals to be discussed at the General Assembly in writing to the Board no later than fourteen (14) days prior to the meeting.

4.5. Agenda: The standard agenda for the annual General Assembly shall include, at minimum:

1. Election of the meeting conductor (Dirigent) and minute-taker (Referent).
2. The Board’s report on the association’s activities during the past year.
3. Presentation and approval of the audited annual accounts (Financial Report).
4. Presentation and approval of the budget for the coming year.
5. Processing of received proposals.
6. Election of the Governing Body (Board members).
7. Election of the internal auditor.
8. Any other business (Eventuelt) — no binding votes may be taken under this point.

4.6. Voting: Decisions are made by a simple majority of votes among the Basic and Supporting members present (digitally). Changes to these statutes (Bylaws) require a two-thirds (2/3) majority of the votes cast.

Article 5: Governing Body (Bestyrelse)

5.1. The association is managed by a Governing Body (the Board), which is elected once every year at the annual General Assembly.

5.2. The Governing Body shall consist of at least three (3) members: a Chairman, a Treasurer, and one ordinary board member.

5.3. The Board organizes its own work and sets its own rules of procedure. Board meetings may be held online.

Article 6: Signatory Power (Tegningsret)

6.1. The association is legally and financially bound by the joint signatures of the Chairman and one other member of the Governing Body, or by the joint signatures of the Chairman and the Treasurer.

6.2. The Governing Body may grant power of attorney (prokura) for daily banking transactions to the Treasurer.

Article 7: Financial Year and Auditing (Regnskabsår og Revision)

7.1. The association’s financial year runs from January 1st to December 31st.

7.2. The Treasurer is responsible for maintaining the financial records.

7.3. Before the annual General Assembly, the financial statements must be reviewed and audited by the internal auditor elected by the General Assembly.

Article 8: Dissolution (Opløsning)

8.1. Dissolving the association requires a three-quarters (3/4) majority of the cast votes at two consecutive General Assemblies spaced at least two (2) weeks, and at most four (4) weeks, apart.

8.2. Upon dissolution, no funds, assets, or intellectual property may be distributed to the members of the association.

8.3. Asset Transfer: In the event of dissolution, all remaining funds and assets shall be transferred to KDE e.V. (registered in Germany) or, if KDE e.V. is no longer operational, to another tax-exempt, non-profit organization located within Denmark or the European Union/European Economic Area (EU/EEA) whose purposes align with the development of free and open-source software for the public benefit.

Article 9: Creation

9.1. The setup phase begins with the inaugural assembly and ends upon a vote by the board.

9.2 During the setup phase, membership dues are not collected.

9.3. During the setup phase, no internal auditor needs to be elected. The presence of an elected auditor is a prerequisite for the setup phase to end.

9.4. The Chairman is authorized to act unilaterally during the setup phase.