Statutes of IdentityPython

Board of Directors

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

The IdentityPython Board has a minimum of three, and a maximum of seven natural persons. The founding IdentityPython 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 IdentityPython Board to regular 24-month terms according to the procedure set out in these Statutes. The founding Board will select a nominating committee of active developers and other contributors to identify candidates for ongoing Board membership. 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 IdentityPython Board determines the Programme's structure and processes, and is responsible for maintaining its Statutes and Regulations. The IdentityPython 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 fulfill its tasks, the Board may establish specialized 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 IdentityPython.

The IdentityPython Board (and any person, group or organisation mandated by the IdentityPython Board on its behalf) must act in good faith and in the common interest of the developer community and the wider user community of IdentityPython. 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 IdentityPython Board SHALL convene offline or online at least every twelve (12) months.

Voting Procedure

Any two IdentityPython Directors MAY jointly organise a vote of the IdentityPython 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 IdentityPython Board are taken by a simple majority. Any amendment to these Statutes requires a consensus of the entire IdentityPython Board minus one Director. In all cases, the Chair of the IdentityPython 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.

IdentityPython Projects

Anyone may propose that a software project be included in the IdentityPython. The software project must meet the following criteria:

• Is developed preferably under the Apache2 license

  Going forward, we would like every project under IdentityPython to be licensed under the Apache2 license. Software licensed under one of the licenses on the Free Software Foundation's list of "recommended copyleft licenses" or under any license approved by the Open Source Initiative is eligible but is strongly recommended to consider switching to Apache2.

• Supports a need within the Identity and Access Management space

• Is developed using the Python coding language

Individuals proposing that a project be added to IdentityPython must:

• Project goals and future plans, and how that relate to the goals of IdentityPython as stated on https://idpy.org

• Any relationships or dependencies on existing IdentityPython projects.

• The current state of the project and any existing challenges.

• Project metadata, including pointers to the project's website, source code, license, mailing lists, and any ticketing or issue tracking system (if available)

The Board will evaluate proposals based on the following, and make a decision within four (4) weeks of initial submission:

• Technical quality

• Level of community engagement

• Fit within IdentityPython

Adding and Removing Projects

The process for adding and removing projects from IdentityPython is described in DRACC 0025. Any changes to that policy will be decided on by the Board and published as a new DRACC.

Integrity

All IdentityPython Directors (as well as any persons the IdentityPython Board have delegated tasks and/or responsibilities to) are understood to act as fiduciaries with regard to the IdentityPython 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 -- 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 IdentityPython and individual Directors MUST be avoided. Directors undertake to declare any interest in any item under discussion and MAY be invited by the IdentityPython 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 IdentityPython Board minus the Director(s) with a conflict of interest.