Bylaws of ASSERT Research

§ 1 Name

The name of the association is ASSERT Research.

§ 2 Registered seat

The association is domiciled in the municipality of Stockholm, Sweden.

§ 3 Purpose

The association is a non-profit association (ideell förening) with a public benefit purpose. The purpose of the association is to:

• conduct and promote scientific research and development in software technology and adjacent fields,
• apply for, manage, and administer research grants and external funding to provide grants, scholarships, or other financial support for research and educational initiatives aligned with the association’s purpose,
• disseminate and make research results accessible to the public, industry, and the scientific community,
• collaborate with universities, public bodies, industry, and other organizations in order to strengthen research and innovation in software technology.

The association shall conduct its activities in a transparent, impartial, and scientifically independent manner.

§ 4 Activities

To fulfil its purpose, the association may carry out activities including:

• executing its own research and development projects,
• applying for and managing grants from public and private funders,
• publishing reports, articles, and open-source software,
• organizing seminars, workshops, and conferences,
• collaborating with external researchers and institutions.

Any surplus generated by the association is reinvested in accordance with its purpose. The association shall not distribute profits or assets to members, board members, or other private persons except for reasonable compensation for work performed on behalf of the association.

§ 5 Membership

5.1 Application

Any natural or legal person who supports the association's purpose may apply for membership. The board decides on admission of new members.

5.2 Membership categories

• Ordinary member: Has voting rights at the annual general meeting.
• Supporting member: Has no voting rights but is welcome to participate in the association's activities.
• Honorary member: May be appointed by the annual general meeting for exceptional contributions. Pays no fee and has voting rights.

5.3 Resignation

A member wishing to resign must notify the board in writing. Resignation takes effect immediately.

5.4 Exclusion

The board may exclude a member who works against the association's purpose, damages the association's interests, or fails to pay the established membership fee. An excluded member has the right to appeal to the next annual general meeting.

§ 6 Membership fee

The membership fee is determined by the annual general meeting for the following year. Fees may vary by membership category.

§ 7 Board

7.1 Composition

The board consists of a minimum of three (3) and a maximum of seven (7) members, including:

• a chairperson (ordförande),
• a treasurer (kassör),
• a secretary (sekreterare) (may be the same person as the treasurer if the board has at least four members),
• additional ordinary members.

The board may co-opt non-voting advisors as needed.

7.2 Election and term

Board members are elected by the annual general meeting for a term of one (1) year, with the possibility of re-election. The chairperson is elected separately by the annual general meeting. Other positions are distributed within the board after the election.

7.3 Quorum

The board constitutes a quorum when at least half of its members are present. In the event of a tie, the chairperson has the casting vote.

7.4 Minutes

Minutes are kept at each board meeting and approved by the chairperson and one additional member.

7.5 Conflict of interest

Board members shall abstain from decisions involving conflicts of interest.

§ 8 Duties of the board

The board is responsible for the ongoing operations of the association and shall:

• implement decisions made by the annual general meeting,
• manage the association's assets and finances,
• apply for and administer research grants and external funding,
• prepare the annual report and financial statements,
• prepare matters for the annual general meeting.

§ 9 Authorized signatories

The association is represented by the chairperson acting alone, or by the treasurer and one other board member acting jointly (firmateckning).

§ 10 Auditors

The annual general meeting elects one (1) auditor and one (1) deputy auditor for a term of one (1) year. The auditor shall review the association's accounts and management and present an audit report to the annual general meeting.

§ 11 Nomination committee

The annual general meeting may elect a nomination committee (valberedning) of at least two (2) persons. The nomination committee presents candidates for the board and auditors before each annual general meeting.

§ 12 Accounts and financial year

The association's financial year runs from 1 January to 31 December. The board's accounting documents shall be submitted to the auditor no later than six (6) weeks before the ordinary annual general meeting.

§ 13 Annual general meeting

13.1 Timing

The ordinary annual general meeting (årsmöte) is held once per year, no later than 30 June.

13.2 Notice

Notice of the annual general meeting shall be sent to all members at least four (4) weeks before the meeting, by email or letter.

13.3 Agenda

The ordinary annual general meeting shall address the following items:

1. Opening of the meeting
2. Election of meeting chairperson and meeting secretary
3. Election of minutes approvers
4. Establishment of the voting register
5. Question of whether the meeting has been duly convened
6. Activity report for the past year
7. Financial statements (income statement and balance sheet)
8. Audit report
9. Decision on discharge of liability for the board
10. Adoption of activity plan and budget
11. Determination of membership fees
12. Election of chairperson
13. Election of other board members
14. Election of auditor and deputy auditor
15. Election of nomination committee
16. Submitted motions
17. Other matters
18. Closing of the meeting

13.4 Voting rights and decisions

Each ordinary member and honorary member has one (1) vote. Decisions are made by simple majority unless otherwise specified in these bylaws. Voting is open unless a secret ballot is requested.

13.5 Extraordinary general meeting

An extraordinary general meeting shall be held if the board deems it necessary, or if at least one third of the voting members request it in writing. Notice shall be given with at least two (2) weeks' notice.

§ 14 Motions

Motions for the ordinary annual general meeting must be submitted in writing to the board no later than two (2) weeks before the meeting.

§ 15 Amendment of bylaws

Amendment of these bylaws requires a decision at two consecutive meetings, of which one must be an ordinary annual general meeting, with at least a two-thirds (2/3) majority at each meeting. A proposal to amend the bylaws must be stated in the notice of meeting.

§ 16 Dissolution

A decision to dissolve the association requires the same procedure as an amendment of bylaws (§ 15). Upon dissolution, after all debts have been settled, the association's remaining assets shall be transferred to another organization with a similar public benefit purpose in research or education, as decided by the final annual general meeting.