182 lines
10 KiB
Markdown
182 lines
10 KiB
Markdown
# Governing Body
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## Scope
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This document will outline the high level concepts and guidance principles of the governing body of The Grid that will
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be used for the articles of constitution.
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This document will NOT go into details of how day-to-day management will happen, which will be left to the discretion
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of the Governing Body.
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## Legal entity
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The Governing Body will be a non-profit organisation, funded in Luxembourg, as an Association sans but lucratif by Max
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Dor (author of this document), Daily Manager of Kamax Sarl, and two other people (TBC, people that are known personally,
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but not necessarily technical), as legally required.
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Non-profit status will ensure that all activities and incomes must be legally targeted to fulfil the missions of the
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non-profit without being subdued by making a profit for its shareholders, as opposed to a for-profit which its sole
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purpose is to make profit and distribute it to its shareholders.
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Non-profit gives a better framework for donations or voluntary work, without the need for extensive accounting or legal
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requirements overall, giving much more freedom in the day-to-day running of the organisation and helps keeping management
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costs to a minimum, which would otherwise add up to several thousands Euro per year.
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The legal entity will be used to centralize ownership of various protocol IP materials, like Internet domains, trademarks,
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logos. The source code of any tools built by or on request of the legal entity will remain the IP of their respective owners.
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## Missions
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The Governing Body will have the following missions:
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### Regular protocol specification releases
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A protocol is only defined by its specification, and its delivery in a clear, comprehensive, validated and usable format
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by the widest technical audience is the most important mission.
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The Governing Body exists in fine for the sole purpose of this deliverable and should be judged on it.
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### Provide adequate environment, tools and hosting
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The Governing Body will provide:
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- A documented vision for the protocol
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- What is reasonably necessary for its boards to fulfill their responsibilities
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- What is reasonably expected from the community about such entity with a similar mission
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- End-users software, tools and services to showcase the protocol usage and goals
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- Development software, tools, documentation and services to ensure independent implementations are possible and straightforward
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- Means and services to discuss, exchange, and learn about the protocol
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- Guidelines and processes for protocol changes and community contributions, ensuring these are always welcoming,
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as easy as possible, and as rewarding as possible.
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### Community management
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Ensure:
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- A Community Manager which will always be available and reachable
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- The community is proactively kept up to date of changes and achievements
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- Officially-managed places are properly and timely moderated
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- Feedback from The Community, however bad or good, is always taken into consideration
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### Protocol fostering
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Proactively engage into activities to:
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- Make the protocol known by as many people as possible (website, social medias, conferences, etc.)
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- Convince end-users to use the protocol (demos, webcast, etc.)
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- Convince developers to build on the protocol
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- Grow the community at large
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## Funding
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The Governing Body should only be founded on donations from the community. This will be a critical dynamic for this
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project, as it will ensure the community has a clear and straightforward way to show its support and general agreement
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with how well the Governing Body is doing.
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All donations will be listed and made public. Donors that have made a donation with significant amount (> X€ over X months)
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must be publicly disclosed as they can use it as leverage to achieve their own goals. Donations MUST NOT be conditional
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to any delivery, service or related item. Donations MUST be without any string attached.
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While sponsoring is occasionally acceptable, full disclosure about the transaction, including the contract, MUST be
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publicly disclosed. Contracts that conflict with this full public disclosure clause MUST be refused. Signatures, emails,
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contact numbers will be removed before public disclosure.
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Sales of goods and services are acceptable, as long as:
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- They are legally acceptable for the non-profit
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- The majority of income is not tied to a minority of customers
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- Do not interfere or take priority in any way with the missions and responsibility of the Governing Body outlined in this document
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The Governing Body will give full disclosure about incomes on a regular basis (TBD, quarterly?), so it can be audited by the community at large.
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## Financing
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The Governing Body will be allowed to use its funds to:
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- Pay a regular salary to management board members
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- Give financial compensation to technical board members, after approval from management board and technical lead, to
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ensure they can afford dedicated time and give an incentive to remain a member
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- Pay for the various fundamental technical services (Domains, web hosting, etc.)
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- Finance trips and related expense to social events which are relevant for the boards’ missions (e.g. FOSDEM stand)
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- Finance individual missions with independent contractors/orgs that may have dedicated knowledge into one area, to further
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progress the protocol (e.g. a security/crypto consultant for end-to-end encryption, or security audit)
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The Governing Body WILL NOT be allowed to provide funds to any entity listed as an employer or of significant involvement
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with any of the boards’ members. This will ensure no board member will have an incentive to redirect the Governing Body
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money for its own profit.
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The Governing Body will give full disclosure about spending on a regular basis (TBD, quarterly?), so it can be audited
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by the community at large.
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## Leadership
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The leadership of the non-profit will be divided into two boards:
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- Management board
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- Technical board
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Membership of those boards are not mutually exclusive, and one person can be a member of both. Each board will have
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specific, non-overlapping responsibilities.
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We recognize and even value that no one can be 100% neutral and therefore might try to push their own agenda, even if
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unconsciously. We see this as a driving force as members would have a reason and a motivation to be there and is not a
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negative thing on its own.
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As a user, developer, sysadmin, member or donator, it is very important to be able to make an informed decision about
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whether one should continue contributing in its own way to the project. This starts by knowing who the people in charge
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are, what allegiance they might have and the laws they are bound to.
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Therefore, every member of each board must disclose the following on public record:
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* Name (not necessarily full legal name, but not an obscure nickname either, like “l33t1337”)
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* Employment status with position and employer if applicable
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* Significant (paid and/or with decision making level) involvements in other organisations of any kind
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* Country of legal residence
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Members will be listed on the main website of the protocol project page, along with the latest up to date information.
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### Management board
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This board will be made from members of the legal entity and will take on the following responsibilities:
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- Management of the non-profit legal entity
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- Accounting
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- Finances
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- Promotion of The Grid
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- Ensure the governing body’s missions are fulfilled
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- Functional (high-level, non-technical) steering of the protocol
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- Community management
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Eligibility:
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- Legal member of the non-profit
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Membership starts:
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- By vote of all current board members
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Membership ends if either of the following occurs:
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- Of their own will, at any time
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- By vote of all other board members
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### Technical Board
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This board will be made of people who have written implementations of the protocol and thus can have an informed,
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knowledgeable and authoritative view about the technical choices to be made and decisions to be taken.
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This board’s members will be made of:
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- One lead member, called “The Lead”
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- An number of other members, called “The Members”
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The board will decide on a tie-breaking mechanism for decisions.
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The lead will take on a “back-seat” role, only giving his final opinion/choice/vote after everyone else has. The Lead
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will have a special role as a spokesperson of the technical board, both towards the management board and the community.
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The lead can only be voted in by the management board which MUST seek a written list candidates from the technical board.
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The lead can only be voted out by the technical board and MUST, prior to voting, seek a written opinion about it from the management board.
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This will ensure that both boards agree on The Lead being a good fit for the role and that potential abuse is kept under control.
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The board CANNOT contain more than one member that have financial ties with a specific entity. This will ensure the board
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cannot be taken over in the long term by a single employer/corporation/organisation.
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Responsibilities:
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- Production of the protocol Specification
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- Production and maintenance of an implementation validation tool to certify those implementations as protocol compliant
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- Technical steering of the protocol, to fulfil the functional goals
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- Review of community proposals
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- Proactively ensure enough implementations exist to keep the protocol validated
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Eligibility:
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- Be the main author of at least one maintained (compliant with the current or previous version of the protocol) component implementation
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- Submitted at least one protocol change that has been accepted in the official documentation in the last X months
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- Commitment to be available X business days per week, except when on justified leave
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Membership starts:
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- By vote of all current technical board members
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Membership ends if either of the following occurs:
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- Of their own will, at any time
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- By vote of all current technical board members
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- By failure to disclose any potential conflict of interest, enforced by the management board if necessary
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- By failure to be available as required, enforced by the management board if necessary
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- By failure to keep their implementation maintained, enforced by the management board if necessary
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