Statutes of European Open Cloud

Title
Statutes of European Open Cloud
DRACC
0047
Aliases
EOC-0001
Category
Regulatory
Scope
Programme
Authors
Janmaat, I.;
Date
Feb 2026
Copyright
The Commons Conservancy and European Open Cloud
License
Creative Commons Attribution 4.0 International

Mission Statement

Our mission is to create an open-source, secure and scalable cloud infrastructure orchestration layer that empowers researchers, students, academic institutions, dataproviders and SMEs across Europe and beyond to innovate, collaborate, and accelerate science together.

Purpose

The European Open Cloud Programme (in short: EOC) 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 EOC user and development community. EOC seeks to provide guidance, oversight and coordination of activities as well as a long-term, multi-stakeholder and architectural perspective.

European Open Cloud is the name of a not-for-profit technical and creative community effort serving the public benefit. EOC 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 EOC 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 EOC 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) EOC Statutes and Regulations enter into effect when they are published as part of the DRACC series of The Commons Conservancy.

Financial considerations

European Open Cloud operates on a nil budget, which means there are no direct financial considerations. EOC Board of Directors determines the desired direction of the development of technology and auxiliary materials. At the request of grantmaking organisations, donors and partners, EOC MAY provide guidance to others on and inspiration with regards to the establishment and evaluation of activities. EOC itself will have no direct financial involvement in such activities under any circumstances.

Governance

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

The EOC Board has a minimum of three, and a maximum of nine natural persons (in short: Directors) of which one person will be appointed as chairman (in short: Chair). Board members serve as individuals, not as representatives of their employer. The founding EOC Board has appointed a number 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 EOC 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 amount 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 EOC Board determines the Programme’s structure and processes, and is responsible for maintaining its Statutes and Regulations. The EOC 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 EOC Board may establish specialised committees and task forces, 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 EOC.

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

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

Voting procedure

Any two European Open Cloud Directors MAY jointly organise a vote of the EOC 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, they are removed from the quorum count until contact is restored.

Regular decisions of the EOC Board are taken by a simple majority. Any amendment to these Statutes requires a consensus of the entire EOC Board minus one Director. In all cases, the Chair of the EOC board casts the deciding vote in case of a tie. Each Director agrees to use their best efforts to resolve disputes in an informal manner.

Integrity

All European Open Cloud Directors (as well as any persons the EOC Board have delegated tasks and/or responsibilities to) are understood to act as fiduciaries with regard to the EOC 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 as a result of a pending decision – they are required to explain the circumstances and avoid taking any part in the decision.

Any conflict of interest or apparent conflict of interest between European Open Cloud and individual Directors MUST be avoided. Directors undertake to declare any interest in any item under discussion and MAY be invited by the EOC 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 EOC Board minus the Director(s) with a conflict of interest.

Licensing policy

All software and content created or maintained within European Open Cloud is to be made publicly available perpetually at no cost under one or more of the licences on the Free Software Foundation’s list of “recommended copyleft licences” or any licence approved by the Open Source Initiative on or after the submission date.

When additional licensing needs (which would make the identical software or assets available also through licences not on those lists) arise, the EOC 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 European Open Cloud.

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 European Open Cloud as contribution to the future development and maintenance of European Open Cloud. These contributions shall be spent under the responsibility of the EOC Board, on behalf of the EOC user and developer community and in the general public interest.

Transition into these Statutes

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

  • The founding European Open Cloud Board shall be composed of the individuals acting as signatories of the initial version of these Statutes, the act of which also has established all signees as Directors.
  • Ivar Janmaat is appointed as the European Open Cloud Chair for a period of 12 months.
  • Martin Brandt, Behnaz Moradabadi and Alireza (Alex) Hosseini Alhashemi are appointed as Director of the European Open Cloud Board for a period of 24 months.
  • The European Open Cloud Board commits to identify and approach all rights holders, and ask them to transfer the moral stewardship of the codebase to the European Open Cloud Programme.

Agreed per March 1st, 2026 by:

European Open Cloud Board Chair Ivar Janmaat

Director of the European Open Cloud Board Martin J. Brandt

Director of the European Open Cloud Board Behnaz Moradabadi

Director of the European Open Cloud Board Alireza Hosseini Alhashemi