Chapter 1 - Miscellaneous

Item 1.The association is named Open Source Education and Development Association or OSEDA.

Item2. The logo of the association is the picture of handshake in circular form with association abbreviation and association full name. The handshake signifies the cooperation among the developer community to create something anew. The circular part of the handshake signifies the continuously changing environment. The logo also includes the abbreviation of the association in English. Together, the logo symbolizes the cooperation of developer community for Open Source with the goal of creating something new and of value in a constantly changing world.

Item 3.The association is located at 33/231 Sukhapiban 2 Road, Pravate District, Bangkok 10250.

Chapter 2 - Mission

Item 4.The goal of the association:
4.1 Promotion of the use of Open Source Software in business and academia for users, community and developers.
4.2 Promotion of understanding and confidence in the use of open source software.
4.3 Creating activities in promoting the use, learning and development of open source software including the cooperation and collaboration with government, private enterprise, education institution in creating activities related to Open Source Software
4.4 Learning and development of open source software including any technology related to open source software
4.5 To server as the center for news, knowledge exchange, ideas including sharing of experiences relating to the use, learning and development of open source software
4.6 Collaborating among different open source agencies within and outside Thailand for the benefits of users and developers of open source software
4.7 Working and collaboration with any charitable organizations for the benefits of society but never to be involved in politics in any way.

Chapter 3 - Member Type and Qualification

Item 5. Association member consists of three categories:
5.1 Ordinary member
1. Anyone interested in learning and development of software and open source community
2. Charitable organization and interested private enterprise

5.2 Honorary members consisting of distinctive individuals, competent professionals and contributor for the association which the committee had voted to extend such invitation by consensus

Item 6. Members must possess the following qualifications:
6.1 Have interest, proficiency, experienced or developers of open source
6.2 Exemplary of good character
6.3 Not adjudicate by the court to be in bankruptcy or incapable or equivalent of being incapable or incarcerated except in the case of petty offenses. The adjudication of the court for the above criteria is applicable only at the time of the membership application or during membership term

Chapter 4 - Member duty and rights

Item 7. Member duty and rights
7.1 Members have the duty to uphold the interest and reputation of the association and must assist with the association activities and pay fees & dues set by the management committee
7.2 Have the right to voice opinion related to the association operation to the management committee
7.3 Have the right to receive benefits set by the association
7.4 Have the right to attend association general meeting
7.5 Members have the right to elect or be endorsed or be elected to the committee and have the right to cast one vote in meeting
7.6 have the right to request the committee for auditing of documents as well as assets of the association
7.7 Members who had paid dues no less than three years have the right to sign a petition (with at least thirty members) requesting management committee for special meeting via meeting request documentation with the management committee specifying within the document the nature and issues regarding such request. Once the request has been received by the management committee, the document is to be checked for validity and start proceeding within thirty days from the day of the document receipt
7.8 Have the duty to strictly adhere to all rules and regulations of the association
7.9 Have the duty to conduct appropriately as a member of the association
7.10 Have the duty to cooperate and promote the activities of the association
7.11 Have the duty to participate with the association activities
7.12 Have the duty to promote the association to be more widely and better recognized

Chapter 5 - Membership

Item 8. Those interested in applying for membership should deliver the application to the association secretary. Upon the receipt of the application, the secretary is to check for qualifications of the applicant and correctness of the application prior to submitting to the management committee for consideration at the next meeting. If the association secretary deemed the applicant unqualified, the secretary must notify the applicant without delay and allow the applicant to file an appeal with the association president within fifteen days from the day of the rejection and allow the association president to bring such appeal for consideration at the next management committee meeting

Item 9. If the management committee approves the applicant for membership, the applicant shall pay the membership registration and dues within thirty days from the day of notification from the association secretary. The membership will commence on the day the registration fee and dues are made. If the applicant fails to pay the membership registration fee and dues, the consideration for membership shall be considered void.

Item 10. Membership will expire by:
10.1 Death or declared by court to be legally dead
10.2 Resignation by official letter to the committee and that the committee approve such request and that such member had already paid all fees and dues in full
10.3 Deficiency in the member qualification
10.4 At the association general meeting or management committee had considered removing the member from the member registration due to misconduct of the member causing damage to the association

Item 11. Membership of honorary members will commence from the day of the receipt of the invitation acceptance of the individuals the committee had approved for the membership invitation

Chapter 6 - Association Management

Item 12. The management committee will consists of no less than seven but no more than 15 officers, including the president of the association. The committee position shall include one officer each for the position of Secretary General, Treasurer, Registrar and others as deemed appropriate.

Item 13.The committee members tenure will expire when:
13.1 Term expiration
13.2 Death or Declaration by the Court to be missing
13.3 Resignation by official letter to and with the approval of the association president
13.4 Separation due according to Item 10
13.5 Not attending three consecutive management committee meetings without prior notice to the association president

Item 14. Management committee will have the following responsibilities and authorities:
14.1 Manage operation according to the regulation of the association
14.2 Set rules and regulations without any conflict to 14.1
14.3 Appoint management officer according to 14.1 and setup committee to deal with matters of the association
14.4 Appoint qualified individuals who will act as advisors, though can not vote, on issue of the association

Item 15. The term for management committee member shall be four years beginning and end on the day of the general meeting. During the period of transition, the existing committee members will continue to perform their normal duties

Item 16. The management committee shall meet at least once per month with a certain number of members in attendance for the meeting to be considered official. The president of the association will chair the meeting. In the event the president is unable to attend, the vice president will chair the meeting. In the event the vice president is unable to attend, the committee members will vote one member to act as the meeting chairperson.

Item 17. The president of the association shall represent of the association on matters outside of the association internal affairs
17.1 The president of the association shall have the responsibility of managing the affairs of the association according to the association rules and regulations
17.2 The vice president of the association shall have the responsibility to assist the president and worked on assigned tasks and act on behalf of the president in the absence of the president or if the president is unable to perform such duties.
17.3 The secretary of the association shall set up the management committee meeting, general meeting, and other association meeting. The secretary shall record the minutes of meetings, manage documents including other association assets and perform other unspecified duties, including duties related to personnel management tasks. However, matter in regards to personnel hiring and termination must have prior approval from the management committee
17.4 The treasurer shall be responsible for collection, accounting, balance sheet and worked in the financial interest of the association
17.5 The registrar shall be responsible for accuracy of the member's registration

Item 18. All income proceed of the association shall be deposited at a reputable banking institution or purchase of financial instrument or government backed securities according to the association management committee. Withdrawal for expense shall be signed by the president, secretary and treasurer of the association and have the association official seal stamped.

Item 19. The association president has the authority to authorize payment of no more than ten thousand baht per incident or exceed twenty thousands baths per month. The president will need approval from the management committee to exceed this limit. The president is also required to inform the management committee of all authorized payment at the next management committee meeting.

Item 20. The association treasurer has the authority to authorize payment of no more than five thousand baht per incident or exceed ten thousands baths per month. The treasurer will keep no more than five thousands baths in petty cash and create association monthly statement and a year end statement on December 31 to report to the association at the annual general meeting

Chapter 7 - The Appointment of the Association President and Board of Directors

Item 21. The association president and board of directors will be elected at the general meeting with the members choosing five individuals to serve as the election committee to allow members present to endorse qualified candidates for the position of association president with at least five members certifying the results of a secret ballot. The highest vote getter shall be elected as association president. In case of a tie, a raffle ballot shall be conducted. No member shall serve more than two terms as association president.

Once the association president has been elected, the number of officers shall be set according to Item 12. The association president shall have the authority to choose some members to fill part of the board of directors positions based on the total number set at the meeting. The remaining board of directors positions are to be elected through secret ballot by the members who can each endorse one candidate of their own choosing provided such candidate is also supported by at least five other members to be in the running. The positions opened will be filled according to the candidates with the highest number of votes to the lowest. In case of a tie, another draw will be conducted.

The second highest receiving vote getter in the election will act as a backup and shall be promoted to the board of directors position once the incumbent had fulfill their responsibility according to item 13. The new officer shall have the same rights as the officer whose position they replaced. Board of directors shall not serve more than three terms. Outgoing board of directors shall transfer all work and responsibility to incoming board of directors within thirty days from that date.

Chapter 8 - General Meeting

Item 22 The association meeting can be of two categories:
22.1 Ordinary
22.2 Extraordinary

Item 23. Ordinary Meeting is to be held once a year in the month of September for:
23.1 The management committee to report of current year achievement
23.2 Certify annual balance sheet
23.3 Election of new financial auditor/legal advisor
23.4 Election of association president and management committee
23.5 Other issue

Item 24. The Extraordinary Meeting can be held when:
24.1 The management committee deemed it appropriate to call such meeting to consult important issue or to have meeting member involve in the resolution
24.2 No less than thirty members calls for such meeting under section 7

Item 25. The annual meeting according to item 23 and 24 must have no less than one third of all members and must be no less than thirty members in order for the meeting to be held.

Item 26. The official notification of the general meeting according to item 23 and 24 shall be announced by the secretary of the association no less than seven days prior and announcement be posted at the association.

Chapter 9 - Amendment to the Rules & Regulation
Item 27. Changes to the Rules & Regulations are to be made only through the general meeting vote with the changes requiring no less than two third votes of the members present at the meeting

Item 28. Proposition to amend or addition to the existing Rules & Regulations must originate from the management committee or by at least thirty members (who had paid dues for at least three years) making the such request in writing and have the association secretary making such copies available to members no less than 7 days prior to the meeting date. The meeting (Extraordinary) shall be called within thirty days of the association secretary receiving the said proposition

Chapter 10 - Dissolution of Association

Item 29. The association can be dissolved by:
29.1 Majority ruling to dissolve the association at the meeting to determine dissolution with at least two third votes of all members present
29.2 According to applicable laws

Item 30. On dissolution of the association, all existing assets will be granted to Thai organization entity or entities which work for the benefits of the public to be determined at the general meeting.

Chapter 11 - The Interim Article

Item 31. The first Board of Director is to set up the election of various officers including Chairman of the Board and other board officers as appropriate and according the rules & regulation of the association.