Kamusi Project International - Articles of Association

Article 1: Name and registered office

The name of the Association is Kamusi Project International, abbreviated KPI.  KPI is a non-profit making organization governed by the present Articles of the Association and, for all matters not covered by the Articles, by Articles 60 and sequent of the Swiss Civil Code. The Organization's registered office is located in the Canton of Geneva.

Article 2: Scope

The Organization extends its activities all over the world through research, partnerships, and the project website.  The Organization's life shall be of unlimited duration.

Article 3:  Purposes

The Association shall pursue the following aims worldwide, with a primary focus on African and less resourced languages:

- development of online, print, and mobile dictionaries
- interactive terminology development
- development of language learning resources 
- growth of language information technology, including creation and improvement of tools to disseminate language resources, support for multilingual free and open source software, and development of low threshold accessibility across the digital divide
- applied research in linguistics and lexicology
- developing language resources and capacities for exploiting inter- and transdisciplinary fields of knowledge and cooperation
- advocacy and support for minority, endangered, and less-resourced languages

Article 4: Resources

The Organization's resources derive from the following sources:

- donations;
- private and public subventions;
- affiliations and sponsorships;
- data licensing;
- royalties;
- any other resources authorized by the law.

The funds shall be used in conformity with the Organization's purposes.

Article 5: Members

Members of the Association, hereinafter called "Kamusi Project Members", shall consist of regular members, associate members, and chapters.

1. Regular members

Any individual can become a regular member of the Association through completion of an online membership form and payment of annual dues, the amount of which shall be determined by the General Assembly; membership dues may be reduced for citizens of African countries or for students at the discretion of the General Assembly.  A member who is resident of a country with a national Kamusi Project chapter will pay dues to that chapter instead of KPI.  Regular members shall pay their annual dues upon joining the Association, and each year on the anniversary of their membership.  A regular member will remain a member in good standing for as long as his or her dues have been paid in full, unless expelled by an act of the Executive Committee.  Regular members shall be natural persons and may be citizens of any country, (i) who have proved their attachment to the aims of the Association through their actions and engagements and (ii) are not salaried by the Association.  One seat on the General Assembly will be reserved for a regular member, to be elected once every three years by an online vote among regular members in good standing. 

2. Associate members

Associate members shall be natural or legal persons appointed by organizations or corporations supporting the objectives of the Association through financial means or contributions in kind.  Associate members shall pay annual dues, the amount of which shall be determined by the General Assembly; membership dues may be set at variable amounts at the discretion of the General Assembly.  Associate members will pay their annual dues upon joining the Association, and by 31 January of each subsequent year.  An associate member will remain a member in good standing for as long as its dues have been paid in full.  A lapsed associate member may return to good standing by paying current annual dues and dues for any year that has been missed.  Members that are associated with KPI by virtue of contracts in pursuit of the Association's objectives shall be exempted from dues for the length of the contract. One seat on the General Assembly will be reserved for an associate member, to be elected once every three years by an online vote among associate members in good standing.

3. Chapters

Chapters shall be legal associations established within a nation or region that are specifically dedicated to fulfilling the mission of KPI.  Chapters shall be admitted to KPI on approval of the General Assem bly.  All dues collected by a chapter will be transferred to KPI or maintained in a local bank account that is controlled by a representative appointed by the KPI Treasurer.  All local expenditures by a chapter must be approved in advance by the joint agreement of the KPI Treasurer and Executive Director. Each chapter wil l have a seat on the General Assembly, to a maximum of five seats.  If more than five chapters exist, elections will be held among the chapters under terms decided by the General Assembly.

Membership becomes null and void:

a) on death, for members who are natural persons
b) on dissolution, for members who are institutions, organizations, corporations, or chapters
c) by written resignation notified to the Executive Committee at least two months before the end of the financial year,
d) by expulsion pronounced by the Executive Committee, for grave motives, with a right of appeal to the General Assembly,
e) for non payment of dues according to the Association's by-laws.

The patrimony of the association answers for all engagements contracted in its name. Member's responsibility is excluded.

Article 6: Organs

The Organization's organs are:

a) The General Assembly,
b) The Executive Committee,
c) The auditor.

Article 7: General Assembly Membership

The General Assembly is the Organization's supreme power.

The initial General Assembly consists of the founding trustees in attendance.  The initial General Assembly will ratify the Association's statutes and shall elect a President, a Secretary, a Treasurer, and an auditor for a term that will extend until the next meeting of the General Assembly, whenever that shall occur.

Founding trustees are experts in the fields of language, information technology, development, or African studies, who have accepted formal invitations from the KPI Executive Director prior to the second meeting of the General Assembly.  Founding trustees shall serve for an initial term of three years.  All trustees' terms will be indefinitely renewable by a vote of the General Assembly, except for elected member representatives who will be selected by the general membership every third year. Trustees may be expelled by a majority vote of the General Assembly.  

Elections for member representatives will be held within one year after the first meeting of the General Assembly, after which elected member representatives will serve on the General Assembly for renewable terms not to exceed three years.  The General Assembly may invite additional trustees at any time, to be approved by a majority vote of the General Assembly in a secure online poll.  The number of trustees shall not be subject to any maximum.

The General Assembly shall hold an Ordinary Meeting once each year. Elections will be held for President, Secretary, and Treasurer at each Ordinary Meeting, with no limit to the number of terms an officer may serve.   In addition, the General Ass embly shall convene an Extraordinary Meeting whenever necessary or at the request of one-fifth of its members.  Meetings may occur physically, online, or in combination. 

The General Assembly shall be quorate upon the physical or virtual presence or presence by proxy of two fifths of the members and the Executive Director.

The Executive Committee shall send notice of the Meeting, including the proposed agenda, to each member at least 10 days prior to the date of the Meeting.

Article 8: General Assembly Roles

The General Assembly:

a) shall approve the admission and expulsion of members;
b) appoints the members of the Executive Committee and elects at least a President, a Secretary and a Treasurer;
c) notes the contents of the reports and financial statements for the year and approves or rejects the contents thereof;
d) approves the annual budget;
e) supervises the activity of other organs, which it may dismiss, stating the grounds therefore;
f) appoints an auditor for the Organization's accounts;
g) decides on any modification of Statutes;
h) decides on the dissolution of the association;
i) fixes the annual dues.

Article 9: General Assembly Procedures

The decisions of the General Assembly shall be made by a simple majority vote of the members present physically or virtually.  Members who cannot attend a meeting may designate a proxy in writing; no member present may cast more than two proxy votes. In case of deadlock, the President shall have the deciding vote.

Decisions concerning the amendment of the Articles of the Association and the dissolution of the Organization must be approved by a two-third majority of all members through a secure online poll.

Article 10: Executive Committee Membership

The Organization's Executive Committee shall be composed of members elected by the General Assembly.  The Executive Committee shall consist of at least five and not more than nine members who shall be elected for a two year term of office.  Members of the Executive Committee may be re-elected indefinitely. The Executive Director shall sit on the Executive Committee in a non-voting capacity.

The Committee members act voluntarily and can only be compensated for their effective and travel costs. Eventual fees cannot exceed that paid for official commissions. For activities exceeding the usual function, each committee member can receive appropriate compensation.

The paid employees of the association have only a consultative vote in the committee.

Article 11: Executive Committee Roles

The Executive Committee is authorized to carry out all acts that further the purposes of the association. It is authorized to manage the Organization's business, conclude contracts with associate members, contract and appoint the Executive Director, prepare the proposed budget and final accounts, and take decisions on the program of work. The Executive Director shall provide a report to the Executive Committee before each meeting.

Article 12: Signatures

The association shall be validly bound by the joint signature of the President and Secretary, or proxies that they designate in writing.  For daily business, including transfers of money according to the budget approved by the General Assembly, and submission of income-generating project proposals, bids, sponsorships, contracts, and data licensing for any amount, the association shall be validly bound by the individual signature of the Executive Director or a proxy approved in writing by the Executive Committee. Any significant unforeseen income or expenditures, or Memoranda of Understanding with external organizations, that may arise between meetings of the General Assembly shall require the approval of the President or the Secretary.

Various provisions

Article 13: Financial Year and Auditor

The financial year shall begin on 1 January and end on 31 December of each year.

The auditor appointed by the General Meeting shall audit the Organization's accounts every year.

Article 14: Dissolution

In the case of the association being dissolved, the assets should be allotted to a non-profit organisation pursuing goals of public interest similar to those of the organisation benefiting from tax exemption. The goods cannot be returned to the founders or members, nor be used to their own profit.

Geneva, 27 February 2009