Statutes of Workflow Orchestrator

Purpose

Workflow Orchestrator is a set of projects that provide implementation of a workflow engine and GUI to automate and orchestrate order, administration and provisioning processes.

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

Legal Status

Workflow Orchestrator is the name of a not-for-profit technical and creative community effort serving the public benefit. Workflow Orchestrator 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 "Core Regulations". References to the Statutes or Regulations of Workflow Orchestrator 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 Workflow Orchestrator Board within the scope of its mandate will be handled according to the procedure set out in DRACC 0004 "Decision Handling Procedure". New (versions of) Workflow Orchestrator Statutes and Regulations enter into effect when they are published as part of the DRACC series of [The Commons Conservancy].

Financial considerations

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

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

Governance

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

The Workflow Orchestrator Board has a minimum of three, and a maximum of seven natural persons (in short: Directors) of which one person will be appointed as chairman (in short: Chair). The founding Workflow Orchestrator 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 Workflow Orchestrator 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 Workflow Orchestrator Board determines the Programme's structure and processes, and is responsible for maintaining its Statutes and Regulations. The Workflow Orchestrator 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 Workflow Orchestrator 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 Workflow Orchestrator.

The Workflow Orchestrator Board (and any person, group or organisation mandated by the Workflow Orchestrator Board on its behalf) must act in good faith and in the common interest of the developer community and the wider user community of Workflow Orchestrator. 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 Workflow Orchestrator Board.

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

Voting procedure

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

Integrity

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

Licensing policy

All software and other materials relating to Workflow Orchestrator is to be made publicly available perpetually at no cost under one or more of the licenses on the Free Software Foundation's list or any license approved by the Open Source Initiative on or after the submission date. Without prejudice to the foregoing, all intellectual property rights shall remain vested in the contributor concerned.

When additional licensing needs (which would make the software and other materials relating to Workflow Orchestrator available also through licenses not on those lists) arise, the Workflow Orchestrator Board is responsible for deciding on a case by case basis how this shall be best dealt with. In such matters the Workflow Orchestrator 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 Workflow Orchestrator.

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

• Migiel DE VOS (SURF) is appointed as the Workflow Orchestrator Chair for a period of 12 months.

• Hans TROMPERT (SURF) is appointed as Director of the Workflow Orchestrator Board for a period of 24 months.

• John MACAULEY (ESnet) is appointed as Director of the Workflow Orchestrator Board for a period of 12 months.

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

Agreed on (date), (location) by:

Workflow Orchestrator Chair Migiel de Vos SURF

Director of the Workflow Orchestrator Board Hans Trompert SURF

Director of the Workflow Orchestrator Board John MacAuley ESnet