Statutes of RETETRA
Leenaars, M.A.G.J.; Meijer, J.; Aben, G.; Šuklje, M.
The Commons Conservancy
This document is copyright: The Commons Conservancy and RETETRA. It can be used under a Creative Commons Attribution 4.0 International license.
The RETETRA Programme (in short: RETETRA) has been established to facilitate an open, transparent and efficient collaborative governance process for intangible assets developed, held and maintained within the global RETETRA community. This concerns, but is not restricted to encrypted radio technology.
RETETRA seeks to provide guidance, oversight and coordination of activities as well as a long-term, multi-stakeholder perspective.
RETETRA is the name of a not-for-profit technical, scientific and creative community effort serving the public benefit. RETETRA 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 RETETRA 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 RETETRA 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) RETETRA Statutes and Regulations enter into effect when they are published as part of the DRACC series of The Commons Conservancy.
RETETRA operates on a nil budget, which means there are no direct financial considerations.
RETETRA Board of Directors determines the desired direction of the development of technology and auxiliary materials. At the request of grantmaking organisations, donors and partners, RETETRA MAY provide guidance to others on and inspiration with regards to the establishment and evaluation of activities. RETETRA itself will have no direct financial involvement in such activities under any circumstances.
The central decision making body within RETETRA is the RETETRA Board of Directors (in short: RETETRA Board). The RETETRA Board is a meritocratic committee responsible for making and coordinating decisions on behalf of the user and developer community around RETETRA, according to the conditions set forth in these Statutes as well as any Regulations established by prior decisions of the RETETRA Board.
The RETETRA Board has a minimum of three, and a maximum of seven natural persons. The founding RETETRA 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 RETETRA 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 RETETRA Board determines the Programme's structure and processes, and is responsible for maintaining its Statutes and Regulations. The RETETRA 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 RETETRA.
The RETETRA Board (and any person, group or organisation mandated by the RETETRA Board on its behalf) must act in good faith and in the common interest of the developer community and the wider user community of RETETRA. If significant harm to the organization has been committed by any Director(s), they MAY be removed from the Board by a simple majority vote of the rest of the Board.
The RETETRA Board SHALL convene offline or online at least every twelve (12) months.
Any two RETETRA Directors MAY jointly organise a vote of the RETETRA 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 RETETRA Board are taken by a simple majority. Any amendment to these Statutes requires a consensus of the entire RETETRA Board minus one Director. In all cases, the Chair of the RETETRA board casts the deciding vote in case of a tie.
Each Director agrees to use their best efforts to resolve disputes in an informal manner.
All RETETRA Directors (as well as any persons the RETETRA Board have delegated tasks and/or responsibilities to) are understood to act as fiduciaries with regard to the RETETRA 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 RETETRA and individual Directors MUST be avoided. Directors undertake to declare any interest in any item under discussion and MAY be invited by the RETETRA 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 RETETRA Board minus the Director(s) with a conflict of interest.
All software and content created or maintained within RETETRA 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 RETETRA 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 RETETRA.
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 RETETRA as contribution to the future development and maintenance of RETETRA. These contributions shall be spent under the responsibility of the RETETRA Board, on behalf of the RETETRA 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 RETETRA 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.
The RETETRA Board commits to identify and approach all rights holders, and ask them to transfer the moral stewardship of the intangible assets involved to the RETETRA Programme.