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Cloud Native Suisse Romande - Association Charter#

Name and Location#

The association (The Association) operates under the name “Cloud Native Suisse Romande”. “Cloud Native Romandy🇨🇭” can be used as an alternative name for communications and materials in English. The Association is registered on 14.10.2024 in the city of Neuchâtel and operates in accordance with article 60 of the Civil Code of Switzerland.

Goal#

The association aims to connect end users, contributors, and maintainers of the projects in the cloud native computing (CNC) space, within Suisse Romande (French-speaking regions of Switzerland) and neighboring locations. These activities include but are not limited to:

  • Organizing local meetups, conferences, and other types of events that promote CNC best practices and projects;
  • Promoting local events that are relevant to cloud native computing, and providing the necessary support to the organizers of those events;
  • Supporting the existing or building new local chapters in the cities within the region Suisse Romande;
  • Building distributed communication channels for the CNC community;
  • Maintaining contacts of the local communities with other associations and global organizations like the Cloud Native Computing Foundation (CNCF);

The Association is a community-driven entity that does not represent particular companies, vendors, foundations, or other institutions. It intends to operate vendor-neutrally and gives priority to supporting existing community groups instead of creating new entities.

The Association does not pursue commercial goals, is non-denominational, and does not seek profit.

Finance#

To achieve its objectives, the Association has at its disposal the following means:

  • Income from the events organized by the association;
  • Subsidies, donations, and grants of all kinds;
  • Income from contracts for the provision of services, within the scope of the association’s goals and objectives;
  • Voluntary membership fees.

Language#

The association uses both French and English as the official languages for communication and governance. Based on the high number of expats and English-speaking companies in the region, we use English as the official governance language.

Membership#

Membership eligibility#

Any natural or legal person who supports the Association's goals and contributes to the local Cloud Native Computing community can become a member. Association membership is public.

New memberships#

The Council of the Association (hereinafter referred to as the “Council”) decides whether to admit members after they submit a written application.

To become a member, you must provide a first name, last name, place of residence, and a valid email address for communication. You can join at any time during the year.

Membership fees#

At the moment, the association does not set mandatory membership fees for individuals or companies.

Termination of membership#

Membership expires:

  • For individuals, by withdrawal or exclusion from the Association or in the event of death.
  • For legal entities, by withdrawal or exclusion from the Association or in the event of liquidation of a legal entity.

Withdrawal and expulsion from the Association#

Withdrawal from the Association is possible at any moment. A notification for withdrawal must be submitted in writing to the Council.

A member can be expelled at any time by a decision of the Council, stating the reasons. The member may challenge the expulsion decision in writing within 30 days, whereupon the final decision is to be made by the General Meeting.

Association Bodies#

The Association bodies are:

  • General Assembly
  • Association Council
  • Interim Association Council
  • Treasurer

The Association might have local chapters and communities that are full members of the Association or affiliated with it. Their charters and structure may be defined by the bylaws.

General Assembly#

The supreme body of the Association is the General Assembly - an in-person or virtual meeting for all association members.

The General Assembly is held, at least, annually. Members of the Association are invited to the General Meeting in writing three weeks before its holding, indicating the issues on the agenda. Email invitations are valid.

The Council or 1/5 of the members may at any time demand the convening of an Extraordinary General Meeting of Members, indicating the purpose. The meeting must be held no later than four weeks after the receipt of the request.

The General Assembly has the following inalienable duties and powers:

  • Approval of the minutes of the last General Meeting
  • Approval of the large events by the association and organizing committees
  • Creating new chapters or admitting the existing ones into the association
  • Election and dismissal of Council members
  • Determining the amount of membership fees
  • Approval of the annual budget
  • Amending the bylaws
  • Deciding on the dissolution of the Association and the liquidation of the Association’s assets

Any General Meeting duly convened shall constitute a quorum, regardless of the number of members present.

Each member has one vote. The members of the Council participate in voting. Resolutions are adopted by a simple majority vote of the members. In the case of equality of votes, the majority of the Council members’ votes is decisive. Unless otherwise decided by the General Assembly, voting and elections shall be open.

Amendments to the statutes or a decision to dissolve the Association require a 2/3 majority of all votes represented Removal or election of the Council requires an absolute majority. Decisions are recorded in the minutes.

Association Council#

The Council consists of at least three and at most seven Association members. The number must be non-even. Apart from the Treasurer's role, it forms its own structure independently.

Members of the Council are elected for a period of one year until the next ordinary General Meeting of the Association. Re-election is possible, and the number of terms is not limited, though the Association encourages rotation of the positions to ensure better sustainability.

The Council conducts day-to-day business and represents the Association at the external level. It determines the regulations, may approve working groups (groups of specialists), and may hire or entrust persons with the performance of work for an appropriate remuneration to achieve the objectives of the Association. The Council shall have all powers not delegated to another body by law or by this charter.

The Council meets as needed. Council decisions must be recorded. Any member of the Board may request that a meeting of the Board be convened, stating the reasons. Any convened meeting of the Council shall constitute a quorum provided that at least half of the members of the Council are present. Resolutions are adopted by a simple majority vote of the members of the Council. In the case of equality of votes, the majority of Council members’ votes is decisive. Unless a member of the Council requests oral discussion, decisions made by circular letter (including e-mail) shall be considered valid.

Members of the Council perform their functions voluntarily, i.e. free of charge, and are entitled to reimbursement of actual expenses.

Interim Association Council#

This temporary entity serves as the Association Council until the Association holds its first elections. The Association aims to hold elections by the end of 2025. Before that, the Interim Association Council can add additional members to the council, as long as the conditions for the Association Council are met.

The members of the Interim Association Council are:

  • Nuno do Carmo (Lausanne)
  • Oleg Nenashev (Neuchatel)
  • Raphaël Pinson (Montreaux)
  • Ricardo Rocha (Geneva)
  • Thierry Predhom (Lausanne)

Treasurer#

The Treasurer is the Association member who conducts the association's financial operations. They are authorized to open a bank account and a credit card in the association’s name and handle payments, reimbursements, and donations.

The Association Council elects and changes the Treasurer. The General Assembly might override this assignment.

Decision Making#

The association intends to make decisions by a consensus of all members and community contributors. Unless there is a sensitive matter (e.g. Personally-Identifyable Information, Security, Code of Conduct escalation), key discussions and decisions should happen asynchronously in public communication channels like community Slack, GitHub Issues, or pull requests to respective repositories.

For substantial decisions, the consensus-based decisions are then ratified by the majority of the Association Council and communicated to the members via email. nless such a decision is contested within 72 hours, it is considered accepted. Otherwise, the topic is to be decided at the general assembly meeting.

The decision making process in local chapters and communities might be different.

Code of Conduct#

We as members, contributors, and leaders pledge to make participation in our community a harassment-free experience for everyone, regardless of age, body size, visible or invisible disability, ethnicity, sex characteristics, gender identity and expression, level of experience, education, socio-economic status, nationality, personal appearance, race, caste, color, religion, or sexual identity and orientation. We pledge to act and interact in ways that contribute to an open, welcoming, diverse, inclusive, and healthy community.

The Association operates under a Code of Conduct adapted from Contributor Covenant, version 2.1, available at https://www.contributor-covenant.org/version/2/1/code_of_conduct.html. A bylaw manages the full text of the code of conduct and the escalation procedure.

Signature#

For all transactions up to CHF 1'000, the Association is represented by the individual signature of the Treasurer. For all transactions over CHF 1'000, the association is represented by the collective signature of the Treasurer and a Council member. If the Treasurer is absent, another member of the Board of Directors may be authorized.

Responsibility#

The Association is responsible for its financial obligations. The personal liability of members of the Association is excluded.

Liquidation#

The Association may be liquidated by decision of the General Assembly convened for this purpose by a 2/3 majority vote of the members present. In the event of liquidation of the Association, its assets shall be transferred to an organization pursuing the same or a similar purpose and exempted from taxes. The distribution of the Association’s assets among its members is excluded.

​Entry into force of the charter#

The charter was confirmed at the Founding Meeting of the association on 14 October, 2024.