Statutes of geteduroam

Title
Statutes of geteduroam
DRACC
0033
Aliases
GER-0000
Category
Regulatory
Scope
Programme
Authors
Fischer, L; Myren, T; Meijer, J.
Date
February 2021
Copyright
The Commons Conservancy and geteduroam
License
Creative Commons Attribution 4.0 International

Purpose

The geteduroam Programme (in short: geteduroam) has been established to facilitate an open, transparent, and efficient governance process throughout the future development of the technology and auxiliary materials (such as documentation, tests, validators and tutorials) developed within the geteduroam user and development community.

geteduroam seeks to provide guidance, oversight, and coordination of activities as well as a long-term, multi-stakeholder and architectural perspective.

geteduroam is the name of a not-for-profit technical and creative community effort serving the public benefit. geteduroam is established as a Programme within [The Commons Conservancy]. [The Commons Conservancy] is a not-for-profit foundation (‘Stichting’) established under The Netherlands law.

Terms contained in this document refer to the respective definitions of these terms within the regulations of [The Commons Conservancy], unless explicitly noted otherwise. The Programme is subject to the conditions set forth in the Statutes and Regulations of [The Commons Conservancy], more in particular to the conditions stipulated in [The Commons Conservancy] DRACC 0002. References to the Statutes or Regulations of geteduroam therefore automatically mean the combination of the Statutes and Regulations of the Programme and those of [The Commons Conservancy].

Any decisions made or approved by the geteduroam Board of Directors within the scope of its mandate will be handled according to the procedure set out in DRACC “Decision Handling Procedure”. New (versions of) geteduroam Statutes and Regulations are effective when they are published as part of the DRACC series of [The Commons Conservancy].

Financial considerations

geteduroam operates on a nil budget, which means there are no direct financial considerations.

geteduroam Board of Directors determines the desired direction of the development of technology and auxiliary materials. At the request of grant making organisations, donors and partners, geteduroam MAY provide guidance to others on and inspiration with regards to the establishment and evaluation of activities. geteduroam itself will have no direct financial involvement in such activities under any circumstances.

Governance

The central decision-making body within geteduroam is the geteduroam Board of Directors (in short: geteduroam Board). The geteduroam Board is a meritocratic committee responsible for making and coordinating decisions on behalf of the user and developer community around geteduroam, according to the conditions set forth in these Statutes as well as any Regulations established by prior decisions of the geteduroam Board.

The geteduroam Board has a minimum of three, and a maximum of seven natural persons. Board members serve as individuals, not as representatives of their employer. The founding geteduroam Board has appointed a few of its constituting Directors to serve a half (12 month) term, and the remainder to serve a regular (24 month) term. Subsequent Directors are elected by the geteduroam Board to regular 24-month terms according to the procedure set out in these Statutes. Directors are permitted to seek office for multiple terms, however, when running against other candidates the number of terms they have consecutively served is deducted from the votes cast in their favour. This provides a balance between continuity, equal opportunities and renewal of qualities and competences.

The geteduroam Board elects one of its members as its chair.

The geteduroam Board determines the Programme’s structure and processes and is responsible for maintaining its Statutes and Regulations. The geteduroam Board is free to make or revise any decision, taking into consideration applicable law as well as any immutable conditions previously established within the Statutes or Regulations.

In order to efficiently fulfil its tasks, the Board may establish specialized committees and taskforces, as well as assign named roles to qualified individuals to provide advice and assistance on specific issues. The associated qualifications, tasks and responsibilities SHALL be formalised by publication as part of the Regulations of geteduroam.

The geteduroam Board (and any person, group or organisation mandated by the geteduroam Board on its behalf) must act in good faith and in the common interest of the developer community and the wider user community of geteduroam. If significant harm to the organization has been committed by any Director, he or she MAY be removed from the Board by a simple majority vote of the rest of the Board.

The geteduroam Board SHALL convene offline or online at least every twelve (12) months.

Voting procedure

Any two geteduroam Directors MAY jointly organise a vote of the geteduroam Board on any subject, after which a notification SHALL be sent out by email to each Director detailing the proposed action and the deadline.

Each Director is entitled to one (1) vote on each matter submitted to a vote. Voting happens through an electronic voting system, by email vote or by a quorate (online) meeting. A quorum is reached when all Directors are either (tele)present, have appointed a proxy or have indicated they will abstain from voting.

It is the responsibility of each Director to maintain valid contact details for communication within the Board. When a Director does not respond to multiple communication requests or invitations to vote for a period of one month across at least two different channels, he or she is removed from the quorum count until contact is restored.

Regular decisions of the geteduroam Board are taken by a simple majority. Any amendment to these Statutes requires a consensus of the entire geteduroam Board minus one Director. In all cases, the Chair of the geteduroam board casts the deciding vote in case of a tie.

Each Director agrees to use his best efforts to resolve disputes in an informal manner.

Integrity

All geteduroam Directors (as well as any persons the geteduroam Board have delegated tasks and/or responsibilities to) are understood to act as fiduciaries regarding the geteduroam Programme, and their duties include, but are not limited to, the fiduciary duty of care and the fiduciary duty of loyalty.

Directors SHOULD NOT receive any personal benefit because of a pending decision – he or she is required to explain the circumstances and avoid taking any part in the decision.

Any conflict of interest or apparent conflict of interest between geteduroam and individual Directors MUST be avoided. Directors undertake to declare any interest in any item under discussion and MAY be invited by the geteduroam Chair to withdraw from discussions when business concerning their personal interests or the interests of natural or legal persons close to them is being dealt with. Directors MUST heed such an invitation and at the very least abstain from voting.

Decisions involving activities under which one or more Directors would have conflicts of interest that are of material significance to the Programme and/or to the relevant Director(s) require the approval of the entire geteduroam Board minus the Director(s) with a conflict of interest.

Licensing policy

All software and content created or maintained within geteduroam is to be made publicly available perpetually at no cost under any license approved by the Open-Source Initiative on or after the submission date [1].

All documentation created and maintained within geteduroam is to be made publicly available perpetually at no cost under any Creative Commons license [2] or under the GNU Free Documentation License [3].

When additional licensing needs (which would make the identical software or assets available also through licenses not on those lists) arise, the geteduroam Board is responsible for deciding on a case-by-case basis how this shall be best dealt with. In such matters the Board SHALL act in the common interest of the user and developer community, respectful of the spirit and intents of the original creators of and contributors to geteduroam.

Any financial benefits resulting from licensing agreements with third parties shall exclusively be directed towards a not-for-profit organisation aligned with the goals of geteduroam as contribution to the future development and maintenance of geteduroam. These contributions shall be spent under the responsibility of the geteduroam Board, on behalf of the geteduroam user and developer community and in the public interest.

[1] https://opensource.org/licenses/category [2] https://creativecommons.org/about/cclicenses/ [3] http://www.gnu.org/licenses/fdl.html

Transition into these Statutes

The following decisions are ratified by the signatories when these Statutes take effect:

  • The founding geteduroam Board shall be comprised of the individuals acting as signatories of the initial version of these Statutes, the act of which also has established all signees as Directors.
  • Paul DEKKERS, Klaas WIERENGA and Lars FISCHER are appointed as Directors of the geteduroam Board for a period of 24 months.
  • Tom MYREN, Jørn Åne DE JONG and Stefan WINTER are appointed as Directors of the geteduroam Board initially for a period of 12 months. Tom MYREN is appointed as founding chairperson of the board.
  • All members are eligible for renewal of their term for a 24 months period.
  • The geteduroam Board commits to identify and approach all rights holders and ask them to transfer the moral stewardship of the codebase to the geteduroam Programme.

Agreed on (2020-02-21), (VC meeting) by:

Tom MYREN Lars FISCHER Jørn Åne DE JONG Paul DEKKERS Stefan WINTER Klaas WIERENGA