Statutes of the InternetWide Organisation
- DRACC alias
Leenaars, M.A.G.J.; Rein, H. van
The Commons Conservancy
This document is copyright: The Commons Conservancy and the InternetWide Organisation. It can be used under a Creative Commons Attribution 4.0 International license.
The InternetWide Organisation (or InternetWide for short), including its research and development projects that include ARPA2 in their informal names, 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 InternetWide/ARPA2 user and development community.
InternetWide seeks to provide guidance, oversight and coordination of activities as well as a long-term, multi-stakeholder and architectural perspectives.
InternetWide Organisation is the name of a not-for-profit technical and creative community effort serving the public benefit. The InternetWide Organisation 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 InternetWide 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 InternetWide 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) InternetWide Statutes and Regulations enter into effect when they are published as part of the DRACC series of The Commons Conservancy.
InternetWide operates on a nil budget, which means there are no direct financial considerations.
InternetWide 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, InternetWide MAY provide guidance to others on and inspiration with regards to the establishment and evaluation of activities. InternetWide itself will have no direct financial involvement in such activities under any circumstances.
The central decision making body within InternetWide is the InternetWide Board of Directors (in short: InternetWide Board). The InternetWide Board is a committee responsible for making and coordinating decisions on behalf of the user and developer community around InternetWide, according to the conditions set forth in these Statutes as well as any Regulations established by prior decisions of the InternetWide Board.
The InternetWide Board has a minimum of three, and a maximum of seven natural persons. The founding InternetWide Board appoints 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 InternetWide 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 InternetWide Board determines the Programme's structure and processes, and is responsible for maintaining its Statutes and Regulations. The InternetWide 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 InternetWide Board SHALL convene offline or online at least once every twelve (12) months.
Role and responsibility of Directors
InternetWide is governed by the InternetWide Board of Directors. Each Director has the following tasks:
to constructively challenge and contribute to the development of strategy within the Programme.
to scrutinise the performance of the Programme in meeting agreed goals and objectives.
where necessary, remove friction and conflicts beween developers.
to validate that technical and other information relevant to decision within the Programme is accurate and that controls and systems of risk management are robust and defensible.
to assess the performance of the Board itself.
Directors do not receive any salaries for their services, nor can they claim travel expenses or subsistence costs to attend any in-person meetings. In exceptional circumstances the InternetWide Board MAY assist in seeking external sponsorship to enable a certain Director to participate in activities within the Programme.
Any vacancy on the InternetWide Board caused by death, resignation, removal or other cause MAY be filled by a simple majority vote of the remaining Directors (even if less than a quorum). A Director so elected is entitled to hold office until the next InternetWide Board Elections, at which time a regular successor SHALL be duly elected and qualified.
Role and responsibility of the InternetWide Chair
The InternetWide Board elects a Chair from among its members. A chair is elected until the end of her or his term as a board member. The duties of the InternetWide Chair are:
Preparing the agenda for InternetWide Board meetings
Ensuring minutes of Board meetings are taken
Chairing the InternetWide Board meetings
Reviewing and publishing meeting minutes
Signing official Programme documents
Delegating signature authority when unavailable to sign official Programme documents
The chair has the casting vote within the InternetWide Board in case of a tie.
Further roles and their responsibilities
The InternetWide Board (and any person, group or organisation mandated by the InternetWide Board on its behalf) must act in good faith and in the common interest of the developer community and the wider user community of InternetWide. 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.
In order for InternetWide 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.
Such tasks and their associated qualifications and responsibilities MAY be formalised by publication as part of the Regulations of InternetWide.
Any two InternetWide Directors MAY jointly organise a vote of the InternetWide 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. A quorum MAY also be reached at an earlier point, when some Directors are not present, but is certain to have no impact on the voting outcome; in such cases, absent Directors will be notified immediately of the outcome that was reached without their input.
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 InternetWide Board are taken by a simple majority. Any amendment to these Statutes requires a consensus of the entire InternetWide Board minus one Director. In all cases, the Chair of the InternetWide 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 InternetWide Directors (as well as any persons the InternetWide Board have delegated tasks and/or responsibilities to) are understood to act as fiduciaries with regard to the InternetWide 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 InternetWide and individual Directors SHOULD be avoided. Directors MUST declare any interest in any item under discussion and MAY be invited by the InternetWide 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 InternetWide Board minus the Director(s) with a conflict of interest.
All architectural documentation and designs, software, hardware and other assets created or maintained within InternetWide, including what is produced in the course of its ARPA2 research and development projects, 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 InternetWide 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 InternetWide.
Any financial benefits resulting from licensing agreements with third parties SHALL exclusively be directed towards a public benefit organisation aligned with the goals of InternetWide to support the further development and future maintenance of InternetWide. These contributions SHALL be spent in accordance with the InternetWide Board, on behalf of the InternetWide 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 InternetWide 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.
Pieter VAN DER MEULEN is appointed as the InternetWide Chair for a period of 12 months.
Adriaan DE GROOT is appointed as Director of the InternetWide Board for a period of 12 months.
Tom VRANCKEN is appointed as Director of the InternetWide Board for a period of 24 months.
The InternetWide Board commits to identify and approach all rights holders, and ask them to transfer the moral stewardship of the codebase to the InternetWide Programme.
Agreed on 2020-05-03, Nijmegen/Eindhoven/Utrecht by:
Pieter VAN DER MEULEN
Adriaan DE GROOT