Statutes of Corteza

Purpose

The Corteza Programme (in short: Corteza) 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 Corteza user and development community.

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

Legal Status

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

Financial considerations

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

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

Governance

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

The Corteza Board has a minimum of three, and a maximum of nine natural persons. The founding Corteza 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 Corteza 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. A director can serve no more than a maximum of three consecutive regular terms. No single organisational entity may have a majority vote on the Corteza Board or have more than 3 directors appointed to the Corteza Board at any one time.

The Corteza Board determines the Programme's structure and processes, and is responsible for maintaining its Statutes and Regulations. The Corteza 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. The structure of the Corteza project will be documented in the Corteza wiki (https://wiki.cortezaproject.com).

The Corteza Board (and any person, group or organisation mandated by the Corteza Board on its behalf) must act in good faith and in the common interest of the wider user, contributor and developer community of Corteza. 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 Corteza Board is committed to fostering diversity and social inclusion within the Programme and will publish a diversity and social inclusion statement on the official website of the Programme.

The Corteza Board SHALL convene offline or online at least once every two (2) months.

Voting procedure

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

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

Integrity

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

Founding Contributors (e.g. Crust Technology) may be mentioned in three places on the Corteza website. These are in the "History" page, in non-preferential, alphabetical order in the "Solutions Provider" page and, if applicable, in the footer of the website as the maintainer of the website.

Licensing policy

All software and content created or maintained within Corteza 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 Corteza 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, contributor and developer community, respectful of the spirit and intents of the original creators of and contributors to Corteza.

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 Corteza as contribution to the future development and maintenance of Corteza. These contributions shall be spent under the responsibility of the Corteza Board, on behalf of the Corteza 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 Corteza 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.

• Niall MCCARTHY is appointed as the Corteza Chair for a period of 24 months.

• Fliss BENNEE, Laura HILLIGER, Marina LATINI, and Lydia PINTSCHER are appointed as Directors of the Corteza Board for a period of 12 months.

• Peter GIETZ, Mia ARH and Elizabeth FLANAGAN are appointed as Director of the Corteza Board for a period of 24 months.

• The Corteza Board commits to identify and approach all rights holders, and ask them to transfer the moral stewardship of the codebase to the Corteza Programme.

Agreed on June 20th, 2019 by:

Mia Arh

Fliss Bennee

Elizabeth Flanagan

Peter Gietz

Laura Hilliger

Marina Latini

Niall McCarty (chair)

Lydia Pintscher