Statutes of Co-ment

Purpose

The Co-ment Programme (in short: Co-ment) 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 Co-ment user and development community.

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

Legal Status

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

Financial considerations

Co-ment operates on a nil budget, which means there are no direct financial considerations.

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

Governance

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

The Co-ment Board has a minimum of three, and a maximum of seven natural persons. The founding Co-ment 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 Co-ment 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 Co-ment Board determines the Programme's structure and processes, and is responsible for maintaining its Statutes and Regulations. The Co-ment 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 Co-ment.

The Co-ment Board (and any person, group or organisation mandated by the Co-ment Board on its behalf) must act in good faith and in the common interest of the developer community and the wider user community of Co-ment. 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 Co-ment Board SHALL convene offline or online at least every twelve (12) months.

Voting procedure

Any two Co-ment Directors MAY jointly organise a vote of the Co-ment 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 Co-ment Board are taken by a simple majority. Any amendment to these Statutes requires a consensus of the entire Co-ment Board minus one Director. In all cases, the Chair of the Co-ment 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 Co-ment Directors (as well as any persons the Co-ment Board have delegated tasks and/or responsibilities to) are understood to act as fiduciaries with regard to the Co-ment 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 Co-ment and individual Directors MUST be avoided. Directors undertake to declare any interest in any item under discussion and MAY be invited by the Co-ment 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 Co-ment Board minus the Director(s) with a conflict of interest.

History

Original development of Co-ment started in 2006 within the company Sopinspace, founded by Philippe Aigrain. The software is also available for distribution under the AGPLv3 free software license, under the name COMT. After the closure of the Sopinspace company on December 31st, 2016, all the copyright on this software and associated content, as well as US and European Union trademarks were held by Philippe Aigrain, who generously donated them to the Co-ment Programme of The Commons Conservancy at the date of its formal establishment. The US and European Union trademarks were still actively licensed to the company Abilian for commercial exploitation until December 31st, 2017. Abilian has committed in writing that it has no further interest in such commercial exploitation of Co-ment, and agrees with the usage of the name "Co-ment" by The Commons Conservancy already prior to the termination of that license.

__The Co-ment Programme and The Commons Conservancy would like to acknowledge the developers of Sopinspace for their contribution to the software, in particular: Raphaël Badin, Renaud Bernard and Gérald Sedrati-Dinet.__

Licensing policy

All software and content created or maintained within Co-ment 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 that is deemed compatible with one of the recommended copyleft licences.

When additional licensing needs (which would make the identical software or assets available also through licenses not on those lists) arise, the Co-ment 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 Co-ment.

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

• Philippe Aigrain is appointed as the Co-ment Chair for a period of 12 months.

• *TODO* and *TODO* are appointed as Directors of the Co-ment Board for a period of 12 months.

• *TODO* and Michiel Leenaars are appointed as Directors of the Co-ment Board for a period of 24 months.

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

Agreed on (date), (location) by:

Lisa RODENSKY Vincent BIDAUX Gérald SEDRATI-DINET Philippe AIGRAIN (chair) Michiel LEENAARS