About the Foundation for Public Code

Template membership contract

This resource

Contents

  1. The undersigned
  2. Considerations
  3. Article 1: Joining
  4. Article 2: Current financial year membership dues
  5. Article 3: Payment method for the first membership dues
  6. Article 4: Voting rights in the general assembly
  7. Article 5: Other provisions

Square brackets indicate text that is not yet finalized or will be custom for each member.

Membership contract: Foundation for Public Code Vereniging

Dated: [date]

The undersigned

  1. The association with full legal capacity: Foundation for Public Code Vereniging, having its registered office in the municipality of Amsterdam, with address 1017 DS Amsterdam, Keizersgracht 617, registered in the Trade Register of the Chamber of Commerce under number 74996452 (the “association”); and

  2. [name of member], with address [address], registered [in whichever way public organizations are registered in the member’s home country] under number [number] (the “member”).

Considerations

A. The aim of the association is to support the collective development and maintenance of public code, in order to reduce risks, increase quality, reduce costs and increase sustainability. The association focuses specifically on public organizations, which may also become members of the association and, in that capacity, be involved in achieving the association’s objectives.

B. The association shall be governed by its current bylaws (the “bylaws”) [and its rules (the “association rules”) at all times].1 The bylaws were last adopted when the association was founded on 3 June 2019. [The association rules were last adopted on [date].]

C. Terms used in this membership agreement have the same meaning as in the bylaws [and the association rules], unless the context makes clear that the term is used differently.

D. The member is a public organization, as defined in the bylaws, that has indicated it wishes to join the association as a public member.

E. In this membership contract, the parties wish to record their agreements on the accession of the member as a public member of the association.

hereby agree as follows:

Article 1: Joining

1.1 The member shall join the association as a public member with effect from [date] (the “accession date”). As of the accession date, the member has the rights and obligations granted to a public member under the bylaws [and the association rules].

1.2 The member declares that they are familiar with the bylaws [and the association rules].

Article 2: Current financial year membership dues

2.1 The association and the member agree that the member’s dues for the association’s current financial year is EUR [number] (the “first membership dues”).

2.2 The association’s current financial year ends on 31 December [year]. The association and the member will agree on the membership dues for the coming financial year by 1 December at the latest.

Article 3: Payment method for the first membership dues

[The member shall pay the first membership dues in [euros] at the latest on the accession date into the association’s [bank name] bank account, account number [bank account number], with the reference [helpful text].]

[The member will pay the first membership dues in kind by [description of contribution in kind] (the “contribution”). The association and the member agree that the contribution has a value equal to the amount of the first membership dues.]

Article 4: Voting rights in the general assembly

The member acknowledges that their voting rights in the general assembly in a given year depend on the amount of membership dues they paid for that year. On the basis of the first membership dues, the member has [number] votes in the general assembly in the [year] calendar year.

Article 5: Other provisions

5.1 By signing this membership contract, all previous agreements and stipulations regarding the accession of the member as a public member will lapse as of the accession date in this contract.

5.2 All additions and amendments to this membership contract shall be binding on the parties only if they are made in a written document signed by the parties.

5.3 The invalidity or voidability of any provision of this membership contract shall not affect the validity of the remaining provisions of this membership contract. If any provision of this membership contract should prove to be invalid and/or unenforceable, the other provisions of the membership contract shall remain in full force and the parties shall by mutual agreement replace the invalid or unenforceable provision by a valid and/or enforceable provision, the nature and scope of which are closest to the invalid and/or unenforceable provision.

5.4 This membership contract shall be governed by Dutch law. Disputes arising from or in connection with this membership contract will be settled by the competent court in Amsterdam, to the exclusion of any other court.

[Signatures page follows]

  1. This only applies if the general assembly adopts association rules (huishoudelijk reglement).