Statutes of Cryptech
- DRACC alias
Leenaars, M.A.G.J.; Meijer, J.; Aben, G.; Šuklje, M.
19 February 2019
The Commons Conservancy
This document is copyright: The Commons Conservancy and Cryptech, and can be used under a Creative Commons Attribution 4.0 International license.
The Cryptech Programme (in short: Cryptech) 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 Cryptech user and development community.
Cryptech seeks to provide guidance, oversight and coordination of activities as well as a long-term, multi-stakeholder and architectural perspective.
Cryptech is the name of a not-for-profit technical and creative community effort serving the public benefit. Cryptech 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 Cryptech 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 Cryptech 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) Cryptech Statutes and Regulations enter into effect when they are published as part of the DRACC series of [The Commons Conservancy].
Cryptech operates on a nil budget, which means there are no direct financial considerations.
Cryptech Board of Directors determines the desired direction of the development of technology and auxiliary materials. At the request of grantmaking organisations, donors and partners, Cryptech MAY provide guidance to others on and inspiration with regards to the establishment and evaluation of activities. Cryptech itself will have no direct financial involvement in such activities under any circumstances.
The central decision making body within Cryptech is the Cryptech Board of Directors (in short: Cryptech Board). The Cryptech Board is a meritocratic committee responsible for making and coordinating decisions on behalf of the user and developer community around Cryptech, according to the conditions set forth in these Statutes as well as any Regulations established by prior decisions of the Cryptech Board.
The Cryptech Board has a minimum of three, and a maximum of seven natural persons. The founding Cryptech 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 Cryptech 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 Cryptech Board determines the Programme's structure and processes, and is responsible for maintaining its Statutes and Regulations. The Cryptech 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 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 Cryptech.
The Cryptech Board (and any person, group or organisation mandated by the Cryptech Board on its behalf) must act in good faith and in the common interest of the developer community and the wider user community of Cryptech. 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 Cryptech Board SHALL convene offline or online at least every twelve (12) months.
Any two Cryptech Directors MAY jointly organise a vote of the Cryptech 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 Cryptech Board are taken by a simple majority. Any amendment to these Statutes requires a consensus of the entire Cryptech Board minus one Director. In all cases, the Chair of the Cryptech 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.
All Cryptech Directors (as well as any persons the Cryptech Board have delegated tasks and/or responsibilities to) are understood to act as fiduciaries with regard to the Cryptech 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 Cryptech and individual Directors MUST be avoided. Directors undertake to declare any interest in any item under discussion and MAY be invited by the Cryptech 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 Cryptech Board minus the Director(s) with a conflict of interest.
All software and content created or maintained within Cryptech is to be made publically available perpetually at no cost under one or more of the licenses on the Free Software Foundation's list of "recommended copyleft licenses" or any license 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 licenses not on those lists) arise, the Cryptech 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 Cryptech.
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 Cryptech as contribution to the future development and maintenance of Cryptech. These contributions shall be spent under the responsibility of the Cryptech Board, on behalf of the Cryptech 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 Cryptech 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.
Leif JOHANSSON is appointed as the Cryptech Chair for a period of 12 months.
Stephen FARRELL is appointed as Vice-Chair and Director of the Cryptech Board for a period of 24 months.
Rob AUSTEIN is appointed as Director of the Cryptech Board for a period of 12 months.
The Cryptech Board commits to identify and approach all rights holders, and ask them to transfer the moral stewardship of the codebase to the Cryptech Programme.
Agreed on 2019-02-19, Amsterdam by:
Leif JOHANSSON (chair)