Memorandum of Understanding: OKF-DE creation

Purpose: This agreement outlines our understanding of creating an OKF-Germany chapter between:

 

Open Knowledge Foundation Ltd. a not-for-profit organisation incorporated in England & Wales as a company limited by guarantee with company number 5133759, whose registered office is at 37 Panton Street Cambridge CB2 1HL  (OKF).

And:

Open Knowledge Foundation Deutschland e.V. (OKF DE), a not-for-profit organisation incorporated in Berlin, Germany whose registered office is at Erich-Weinert-Str. 17, 10439 Berlin, Germany.

 

1. Grant to OKF Germany (OKF-DE)

1.1 Grant to OKF-DE. The OKF acknowledge OKF Germany/Deutschland (OKF-DE) as an official chapter of the OKF and permit them to use the name OKF Germany, OKF Deutschland and the derivations of the name and logos of the Open Knowledge Foundation subject to the conditions of this agreement.

 

2. Structure and Purpose of the Entity

2.1 Distinct legal entity. OKF-DE will be a separate legal entity with distinct liabilities.

 

2.2 Type of entity. OKF-DE can choose the type of legal entity that best fits the needs of the OKF-DE orangisers and community, provided that the new OKF-DE:

1. Is structured as some sort of separate legal entity (not a sole trader);
2. Is organised as being not-for-profit; and
3. Will be limited in its purposes to the promotion of open knowledge, as defined in the Open Definition at OpenDefinition.org, a copy of the current version is attached to this MoU. A suggested way of meeting this obligation is to translate the relevant clause in OKF’s current Article of Association.

 

2.3 Charity status. OKF-DE can choose to become the German equivalent of a charity if it wishes, but is not required to do so.

 

2.4 Change of entity. Any change of legal entity type or change of status (such as ceasing to be a non-profit) must be immediately notified to OKF.

 

3. Integrating OKF-DE into the OKF

OKF’s rights.

3.1 Seat on board. OKF will have the right to nominate a representative to be a member of the OKF-DE board.

 

3.2 Attend OKF-DE board meetings. OKF will have the right to have someone attend OKF-DE board meetings.

 

OKF-DE’s rights.

3.3 Seat on advisory board. OKF-DE will have the right to nominate a representative to the OKF Advisory Board.

 

3.4 Attend OKF board meetings. OKF-DE will have the right to have someone attend OKF board meetings.

 

4. Staying connected

4.1 OKF-DE contact person. OKF-DE designate as one board member who will act as the contact point and liaison for OKF and to provide reports as requested on a regular basis (up to quarterly but more likely annual or semi-annual).

 

Notes

OKF-DE will need to hold its first board meeting shortly after formation of the legal entity and formally adopt a version of this MoU as the legal entity.

 

Appendix

1. Members of OKF-DE executive board

OKF-DE executive board:

Daniel Dietrich

Friedrich Lindenberg

Christian Kreutz

Marcus Dapp

Sören Auer

Adrian Pohl

Rufus Pollock (OKF board member)

Jonathan Gray