[Cryptech Core] commons conservancy initial board / charter

[Stephen Farrell]

Hi all,

We need to setup a "charter" for cryptech within the commons
conservancy. A draft of that is attached (which is basically
boilerplate).

As part of that we need a board of (at least) three people.
That's not a corporate board btw.

We could do with establishing an initial board asap, so that
we can progress the various bits and pieces of bureaucracy
without causing delay.

At our last f2f we also discussed this board and we agreed
that it should do as little as possible, and that we should
continue to work as we have been doing with as little change
as possible.

To that end I suggest the following: Leif, Rob and I are
willing to act as an initial board if folks don't have any
objection to that. (I suggested us 3 because I think Leif
is best placed to help payments go smoothly, Rob because
we said we wanted someone from the core team on that board,
and me because I've been helping out a bit with the commons
conservancy.)

In addition, we should discuss this board at the f2f and
decide who should be on the board for one/two year terms and
then make whatever swaps are needed in March. (I've confirmed
that we can have an initial board likely/liable to be replaced
in March without the commons conservancy being upset at us.)

If any of that's a problem or unclear please reply here.

If nobody has an objection then we'll proceed as above in a
day or two, so's we can get the commons conservancy transition
formalities done and chat about it f2f in a couple of weeks.

Cheers,
S.
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    Title: Statutes of Cryptech
    DRACC: 0022, CT-0000
    Category: Regulatory
    Scope: Programme
    Authors: Leenaars, M.A.G.J.; Meijer, J.; Aben, G.; Šuklje, M.
    Date: February 2018

**This document is copyright: The Commons Conservancy and Cryptech. It can 
be used under a Creative Commons Attribution 4.0 International license.**

Purpose
=======

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

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

Legal Status
============

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

Financial considerations
========================

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

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

Governance
==========

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

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

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

Voting procedure
================

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

Licensing policy
================

All software and content created or maintained within Cryptech 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
Cryptech 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
Cryptech.

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 Cryptech as contribution to the
future development and maintenance of Cryptech. These contributions
shall be spent under the responsibility of the Cryptech Board, on
behalf of the Cryptech 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 Cryptech 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.
-  TODO TODOTODO is appointed as the Cryptech Chair for a period of 12 months.
-  TODO TODOTODO is appointed as Director of the Cryptech Board for a
   period of 12 months.
-  TODO and TODO are appointed as Directors of the Cryptech Board for a period
   of 24 months.
-  The Cryptech Board commits to identify and approach all rights holders, and
   ask them to transfer the moral stewardship of the codebase to the Cryptech
   Programme.

Agreed on (date), (location) by:



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