The name of the association is Modelica Association, abbreviated as MA.
The association has its seat in Linköping, Sweden.
MA is a non-profit, non-governmental organization. The scope of business comprises coordinated standardization and development of software technology and methods in the area of cyber physical- systems and systems engineering. In particular, MA develops and promotes the Modelica language and Modelica libraries, for specification, modeling, simulation, other analyses and design methods, as well as systems operations of physical and technical systems and processes.
MA will own and administrate incorporeal rights related to developed standards and software, including but not limited to trademarks, the Modelica Language Specification, the Modelica Standard Libraries, etc., which should be generally available for the promotion of industrial and academic development and research.
MA can approve documents from inside and outside the MA as Modelica Association standard.
Any profit or loss during a year will be carried forward to the next year's budget.
There are two types of members: individual members and organizational members.
Membership in MA is open to individual persons who agree to work in accordance with the purpose of the association and follow the bylaws of the association.
Membership in MA is also open to companies, institutes, universities and other organizations, which agree to support the purpose of the association and follow the bylaws of the association.
An organizational member has to appoint an individual person affiliated to the organization to represent the organization in all matters related to the MA. This person is the organization's liaison member. The benefits granted to organizational and individual members are decided by the Assembly. The voting rules are further specified in these Bylaws.
For an individual person to become a member of the Modelica Association, the person must have contributed to an MA Project (see § 21 - § 23) or to other parts of the Modelica Association.
A person applying for membership must reveal his/her major affiliations with relevance to MA interests and keep the Assembly informed of important changes in affiliations.
Membership has to be approved by the MA Board, after written application which must be submitted to MA.
Further directives on the application procedure will be decided by the Assembly.
Resignation from MA applies immediately after MA received the written notice.
Each member is obliged to pay the corresponding annual fee which is determined at the annual Assembly meeting. The MA board can revoke membership with qualified majority, if a member did not pay the annual membership fee during the year. The annual fee for individuals should not be so high that it impedes the membership of individuals.
The annual fee will be decided by the assembly, and depending on company size, up to a maximum annual fee of 20 000 Euro.
MA's financial year is from January 1 to December 31.
MA's highest decision-making body is the Assembly which consists of all MA members (individual persons and liaison members/representatives of member organizations) that are present at an Assembly meeting or take place in an electronic vote.
"Present" at an Assembly or other meeting means to be either personally present at the meeting location or participating via teleconferencing mechanisms. Especially, this means that members can also vote if present via teleconferencing.
Between meetings the Board (see § 16 and § 17) is MA's point of contact. The Board will follow the applicable regulations and decisions made by the Assembly.
MA's Board consists of a minimum of four and maximum of nineteen members (and ten alternate members):
- a Chairperson,
- a Vice-Chairperson,
- a Secretary,
- a Treasurer,
- a maximum of five additional Board members who are responsible for specific duties and
- those leaders (and their deputies as alternate board members) of registered Modelica Association Projects (see § 21 - § 23) that are approved by the MA assembly as board members.
The number of additional Board members and their duties for the upcoming election period are defined at the latest in the Assembly meeting before the Assembly meeting where the election takes place.
Alternate Board members can be present at every Board meeting, and perform voting rights in case the non-alternate board member they represent is absent.
The Chairperson will lead MA's negotiations and work at the Assembly. In the absence of the Chairperson the Vice-Chairperson will take over. The Assembly has the right to approve individuals to be present and have the right to speak at the meeting.
The minutes of MA's meetings will be recorded by the Secretary or a person delegated by the Assembly. The minutes will be signed by the Chairperson of the meeting and at least one other member of the Assembly present at the meeting.
At each meeting there will be a clause in the minutes where the presence of individual members is noted. Any members who arrive/depart during the meeting will be noted on arrival/departure.
The Chairperson, Vice-Chairperson and the Treasurer each individually have signing authority for the firm of MA.
The Assembly can authorize a private person, with the limitations determined by the Assembly, to be a signatory for the firm of MA. This authority may be revoked at any time by the Assembly.
The operations and accounts of MA will be annually inspected by two accountants designated by the Assembly. The accountants have the right to continuously have access to MA's accounts, minutes of Assembly, Board, and project meetings as well as other documents.
MA's accounts must be made available to the accountants at least five weeks before the annual Assembly meeting. The auditors will in accordance with good auditing practice examine the accounts of the previous financial year and make the audit report available to the Board at least three weeks before the annual Assembly meeting.
Any changes to these Bylaws must be approved by the Board, and require an approval with qualified majority (see § 14) of the Assembly. The final proposal must be available at least two months before the vote.
The Modelica Language development is organized in the MA project "Modelica Language".
The development of standardized Modelica libraries is organized in the MA project "Modelica Libraries".
To dissolve MA two identical votes with qualified majority (see § 14) by the Assembly are required at two consecutive Assembly meetings each.
A decision on dissolution may only be made after the matter has been approved by The Board.
The remaining funds will be donated to other non-profit organizations with similar goals as MA.
The MA Board determines dates for Assembly meetings during the year. The Assembly meetings are to be held digitally. When necessary, the Board can schedule additional Assembly meetings. At least one Assembly meeting per year has to take place (the Annual Assembly meeting). On written request by a member of the Board, or accountant or members representing at least four votes, the Board must call an additional Assembly meeting.
For Assembly meetings, the Chairperson must send notice of the meeting including date, location and preliminary agenda to MA members in writing or via email at least five weeks before the meeting.
For Assembly meetings that are not annual Assembly meetings, appropriate parts of the items specified in § 13 are included in the agenda. Items that are only related to annual matters will not be included.
Proposals and statements to be presented at an Assembly meeting must be sent in writing (via post, fax or email) to the Chairperson of the meeting at the latest three weeks before the meeting.
The agenda, proposals and documents must be available to the members at latest two weeks before the meeting.
Proposals for a change in the Bylaws, conducting or cancelling elections may not be treated as "other business".
At an Assembly meeting the accountants have the right to be present and to speak.
Every year the Board must call one annual Assembly meeting before end of June. This meeting is one of the meetings defined in § 12.
The Board must make MA's annual report, the annual reports of the MA projects, and the auditors' report available to members at least one week before the Annual Assembly meeting.
An annual Assembly meeting has the following agenda:
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Determining the electoral register for the meeting (by roll-call)
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Ratifying whether the meeting has been announced properly
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The right of a specified non-member to be present and have the right to speak at the meeting
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Confirming the agenda
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Election of two persons to approve and sign the minutes
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Reports:
- a. MA's annual report for the previous year, prepared by the Chairperson or Vice-Chairperson.
- b. A report for every MA project (see § 21 - § 23), prepared by the respective MA project leader.
- c. MA's administration report (financial statement) for the previous financial year, prepared by the Treasurer.
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The accountants' report on MA during the previous business and financial year
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Discharge from liability for the Board for the period the auditing applies to
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Election of the board members if necessary according to the election period (see § 16).
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Election of two accountants and a deputy accountant if necessary according to the election period (see § 15)
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Election of new members in accordance with the current Bylaws (where applicable)
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Granting resignation
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Determining possible changes of the annual fees
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Determining the plan of operations and the budget for the current financial year and the date of the next annual Assembly meeting as well as, when necessary, preliminary dates for the ordinary Assembly meetings during the year.
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Discussion of proposals and suggestions received
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Any other business
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End of meeting
An individual member present at an Assembly meeting, has the right to vote.
An organizational member may exercise voting rights through one appointed representative present at an Assembly meeting. This is either (a) the liaison member of the organizational member or (b) a person acting for the organization that has been given mandate for an Assembly meeting or an electronic voting, by informing the MA Board in writing at least one week prior to the start of the meeting or the electronic voting. Each such representative has one vote. An individual member who accepts to be a representative of an organization at a meeting can exercise both his/her voting rights as an individual member and the voting right for the organization he/she represents during that meeting.
A member must be present at a meeting to execute his/her voting rights (see §5 for the definition of "present"), except for electronic voting (see the definition of electronic voting at the end of this paragraph).
The Assembly constitutes a quorum when at least nine members are present which have the right to vote, one of whom is the Chairperson or Vice-Chairperson. For an electronic voting, at least nine valid votes have to be submitted, one of these votes must be from the Chairperson or Vice-Chairperson.
A normal decision is made by simple majority. Here a proposal must receive more than 50 per cent of the valid votes submitted.
A qualified decision is made by a qualified majority. Here a proposal must receive at least two thirds of the valid votes submitted.
A vote abstention is not a submitted vote.
Unless otherwise noted, the normal decision has to be applied.
In the event of more than two alternatives, and none of the alternatives gets the necessary majority, the two alternatives with most votes are contested in a final vote.
If a member so desires, election of persons will take place by secret ballot.
An electronic voting has to be announced at least 2 weeks before the voting takes place, and the final proposal (e.g. consisting of a specification, or a library) must be generally available at least 1 week before the vote. The voting period is 6 working days. Every member of MA can vote. The same voting rules as for an Assembly meeting apply. Every member must have the possibility to inspect the submitted votes. A vote counter elected at the Assembly meeting summarizes the result and sends it to all members of MA. For secret ballots, an appropriate anonymous service has to be used in this case. The service and method to be used for the anonymous voting must be announced together with the agenda of the meeting.
The appointment of accountants takes places every fourth annual Assembly meeting. If a position of the accountants becomes vacant, this accountant member must be appointed at the next Assembly meeting for the duration until the next scheduled MA accountant appointment.
A Board member must be a member of MA (personal or part of an organizational member).
The election of the MA Board takes place at every second annual Assembly meeting, for a duration of two years. If a position of the Board becomes vacant or one more Board member shall be introduced, this Board member can be elected at the next Assembly meeting for the duration until the next scheduled MA Board election.
The Board is responsible in particular for:
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making budget proposals and a plan of operations for the following financial year and preparing to a certain degree other items that will be discussed at Assembly meetings,
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administrating MA's funds and owned rights,
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approve proposed changes of Bylaws,
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generally working for the good of the association.
It is the Chairperson's duty in particular to plan the Assembly meetings and distribute notice with a preliminary agenda according to § 12.
At Board meetings, Board members are allowed to be present and vote through teleconferencing mechanisms.
Minutes must be kept during Board meetings.
A member may not be expelled from MA for any other reason than that he or she has failed to pay the fees determined by MA, worked against the interests of MA operations, violates laws or regulations that MA has to fulfill, or clearly damaged the reputation or interests of MA or its members.
Expulsion is decided on Assembly meetings and applies immediately. The issue of expulsion may not be decided on until the member has been given the opportunity to state his or her case in writing and the item has been discussed by the Assembly.
MA will not refund rightfully paid annual fees.
Individuals who have contributed to common documents from MA or from MA projects are specified collectively as authors of these documents if they so wish. In case of conflicting opinions, the Assembly decides on the authors of MA documents or MA project documents, provided there are no specific project rules for MA project documents that resolve such a conflict.
The MA maintains a member list. All organizational members are published on the MA website, individual members optionally.
Long term development activities in the scope of the Modelica Association (see § 2) can be organized in Modelica Association Projects (MAP). The organizational structure and the rules of each MAP can be determined independently by this project, as long as they are compliant with the MA Bylaws, especially with the rules defined in § 22 and § 23. A set of MAP rules is recommended in the provided MA-Project-Template (this template is not part of the MA Bylaws).
After a candidate for a project has been proposed to the MA, the MA Assembly decides on the registration of a project as a MAP with a qualified majority (see § 14). Registered MAPs are listed on MA's homepage (currently http://www.modelica.org) with their registration data and a link to the MAP web page.
The proposal of a project for registration as MAP must contain
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Name and purpose of the project.
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Rules under which the project intends to work.
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Initial members of the project (individual and organizational). A MAP must have a reasonable number of members.
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Name, organization and position of the project leader (and deputy) fulfilling the requirements of §23.
Every MA Project Leader and Deputy Project Leader needs to fulfil the requirements for an MA board member.
The MAP leader has to prepare a report about the project operation of the previous year for the MA Annual Assembly meeting.
MA projects can change their rules (which have been previously accepted by MA) only, if accepted by the MA Board.
MAPs are encouraged to apply for approval of their results by MA as MA standard according to § 2.
MAPs must make the results of the project work publicly available on the web under an open source license (usually an open source license approved by the Open Source Initiative, see http://www.opensource.org/licenses).
Beyond that, MAPs are responsible for their financial and human resources. MA has the right to support certain works of a MAP with MA funding with a qualified majority of the Assembly (see § 14).
A MAP member can become a MA member according to § 3, but does not have to.
MA has the right to revoke the registration of a MAP if (a) MA bylaws are violated, (b) laws or regulations that MA has to follow are violated, or (c) the MAP is changed so that it is no longer compliant with MA.
If the MA Board suspects that one of the situations from the previous paragraph occured it can within 2 months request the MA Project in writing (including email) to remedy the situation. If the project does not remove the cause within 2 months after the request of the MA Board, then the project can be revoked from the MA. For this exclusion a qualified majority of a MA Assembly (see § 14) is necessary.
Resignation of a project as a MAP applies immediately after MA received the written notice.