Organism One

By-laws

1. Association's Name

The name of the association is Organism.

2. Association's Purpose

The association's purpose is to contribute funds to the social purposes that the association deems most important at the time. How the association decides which purposes are most important is described in section 10.c.

The association also aims to broadly establish an organizational structure and culture where individuals run profitable businesses as non-profit associations or foundations instead of, for example, profit-driven companies.

3. The Association Shall Fulfill Its Purpose By

  1. Developing digital products such as websites, apps, and games that generate a surplus allocated to the social purposes the association has decided to support. The surplus is also used to grow the association itself so that the total surplus increases over time.
  2. The organization commits not to develop or distribute products that harm or exploit the environment or individuals to generate economic profit. Exceptions are made for the necessary consumption of resources, such as servers and other critical infrastructure, essential for the organization's operations.

4. Association's Seat

The association is based in Lomma Municipality, Skåne County.

5. Membership

To become a member of the association, an individual must either be employed by the association or be a board member of the association.

6. Membership Fees

There are no membership fees for the members.

7. Salaries

All paid members, regardless of how long they have been with the association and what position they hold, have the same hourly wage and benefits.

8. Full-Time Employment

A full-time employment consists of a 32-hour workweek.

9. Consultants

Any consultants are offered the same terms as full-time employees regarding salaries, benefits, and working hours. If they accept the terms, they can also apply for membership. The application process for membership as a consultant is similar to the hiring process for full-time employees.

10. Decision-Making

The association is governed at three different levels:

  1. Local decisions within an organizational department

    These are decisions that mainly concern a specific department of the company such as marketing, product development, HR, etc. These decisions are made by the employee responsible for a given department. Decisions that the responsible person considers to be of significant importance are reported to the company's CEO. The CEO then assesses the decision. The CEO can either:

    1. Approve the decision
    2. Make a decision in a different direction
    3. Elevate the decision-making to the board

    Regardless, the decision is reported to the board.

  2. Board decisions

    The board makes two types of decisions in the association:

    1. Decisions that the CEO deems should be made by the board.
    2. Selection of the CEO.

    For a given board decision, board members can vote for the decision to be made at a quarterly meeting instead. This requires at least one-third of the board members' votes.

    More information about the board can be found in section 11.

  3. Quarterly meeting

    At a quarterly meeting, all members make decisions on the following matters:

    1. Decisions that the board deems should be made by the quarterly meeting.
    2. Decisions regarding board members.
    3. Amendments to the statutes.
    4. Other matters that members choose to bring forward.
    5. Decisions regarding which social purposes the association should promote
    6. More information about the quarterly meeting can be found in section 12.
    7. This decision-making process will not be used in its full form initially. Instead, the organization will be led by the CEO and guided by the board for major decisions. When the board, through majority voting, decides it is appropriate, the above decision-making process will be implemented. The board still has the ability to choose another CEO.

11. The Board

  1. The Chairperson The same term of office and election conditions apply to the chairperson. If a new chairperson is elected after a full term of the previous one has ended, both parties are responsible for a smooth transition.
  2. Temporary Board Members
    1. Every six months, an employee will be randomly selected to be offered a position as a board member for a limited time (6 months). If the employee declines the offer, another employee will be randomly selected until someone accepts the position.
    2. The temporary board member has the same function and voting rights as other board members.
    3. This applies only when the board has reached a size of at least 4 regular members and when the organization has 10 or more employees. If the board reaches 8 regular members, the number of employee representatives will increase to 2, and so on.

12. Board's Tasks

  1. The board represents the association, monitors its interests, and handles its affairs. The board makes decisions on behalf of the association unless otherwise stated in these statutes. The board shall implement decisions made by the quarterly meeting.
  2. The board meets when the chairperson deems it necessary or when at least one-third of the total number of board members request it.
  3. The board is quorate when at least 50% of the board members are present. Board decisions are made by a simple majority. In the event of a tie, the proposal is denied. In this case, the proposal should be further discussed within the board. Alternatively, the board can choose to elevate the decision-making to the quarterly meeting.
  4. The board appoints a signatory from among its members.

13. Financial Year

  1. The financial year shall be the calendar year.
  2. The board's annual report shall be submitted to the association's auditors by January 31 of the following year.

14. Auditors

The board's management shall be reviewed annually by at least one auditor. The association can hire external auditors or choose auditors from within the association.

15. Quarterly Meeting

  1. The regular quarterly meeting, which is the association's highest decision-making body, is held 4 times a year. The meetings shall be held at the beginning of January, April, July, and October at a time and place determined by the board. The meeting can be held digitally. Written notice shall be sent to all members at least 30 days before the regular quarterly meeting and at least 15 days before an extraordinary meeting.
  2. At the regular quarterly meeting, the following matters shall be addressed:
    1. Election of chairperson and secretary for the meeting.
    2. Establishment of the voting list for the meeting.
    3. Election of adjuster and vote counter.
    4. Establishment of the agenda.
    5. The board's activity report for the most recent quarter.
    6. The board's management report (balance sheet and income statement) for the most recent financial/quarterly period.
    7. Election of the association's chairperson (if necessary).
    8. Election of other board members (after proposal) and deputies (if necessary).
    9. Drawing of temporary board member(s) (occurs only during the first and third annual quarterly meetings).
    10. Election of auditors and deputies (occurs only during the fourth annual quarterly meeting).
    11. Handling of the board's proposals and incoming motions.
    12. Other matters.
  3. Decisions on matters of significant economic importance to the association or its members cannot be made unless included in the meeting notice. For a motion to be addressed at the meeting, members must send it to the board at least one week before the meeting takes place.

16. Extraordinary Association Meeting

An extraordinary association meeting is held when the board or the auditors find it necessary or when at least 1/10 of the association's members request this through a written request to the board. The request shall state the matter(s) that the members want the meeting to address. Only the matters stated in the notice may be addressed at the extraordinary association meeting.

17. Voting Rights

  1. At the association meeting, all members have one vote each.
  2. Voting rights are personal and can be exercised through a proxy with a written, signed, and dated power of attorney by the member. The association may require any proxies to sign a confidentiality agreement.

18. Decisions, Voting, and Quorum

  1. Decisions are made by voting.
  2. Voting is open, except for elections where a secret ballot shall take place if requested. Decisions are made, unless otherwise stated in these statutes, by a simple majority. In the event of a tie, the decision is made by drawing lots.
  3. A board member may not participate in decisions regarding the discharge of management actions for which they are responsible nor in the matter of their own eligibility for the board.
  4. The meeting is quorate with the number of voting members present at the meeting.

19. Rules for Amending the Statutes

  1. To amend these statutes, a decision by the association meeting with at least 2/3 of the votes is required. Proposals to amend the statutes may be made by both members and the board.
  2. Statute 7 and statute 19 cannot be changed as long as the association exists.
  3. Statute 8 can only be changed in a way that is favorable to employees.

20. Withdrawal

  1. A member who is an employee can withdraw from the association according to their employment contract.
  2. A member who is a board member and wishes to withdraw from the association must notify the remaining board members in writing and is thereby considered to have immediately left the association.

21. Exclusion

  1. A member who is an employee can be excluded according to their employment contract.
  2. A member who is a board member can be excluded at an association meeting. If the exclusion is to occur before the decision-making process described in Statute 9 has been implemented, the board can exclude a board member by voting with at least 2/3 of the votes.

22. Dissolution of the Association

  1. To dissolve the association, a decision by the quarterly meeting with at least 3/4 of the votes is required. If the association is dissolved, its assets shall be transferred to an organization with similar purposes/charitable purposes, etc.
  2. A copy of the meeting minutes containing the decision to dissolve the association shall then be sent to the tax office for deregistration of the association.

Organisation