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Open Trustee Constitution

  1. ##Aims and Purposes
    1. ###Purpose of the Consitution
      1. The purpose of the Open Trustee (furthermore referred to as "The Organization") constitution is to provide a stable basis on which the Organization can conduct its business. It defines the purpose of the Organization and its practical outworkings. Furthermore the Constitution serves as a final authority in all matters including, but not limited to: conduct of members, structure of meetings and the operation of standing procedures.
    2. ###Purpose of The Organization
      1. The purpose of The Organization is to provide a democratized trustee for repositories of code and open source projects. The specific aim of which is to mitigate unmaintained code and dead projects as well as resolve disputes in multiple-ownership projects.

  2. Membership

    1. Guiding Principles

      1. A Member is an individual or individual representing an organisation who has agreed to be bound by this constitution and uphold it's principles, values, and statues to their utmost highest ability.
      2. A Member who does not act accordingly may have their Membership referred to the High-Council and may be asked to submit a Notice of Intention to Remedy or Notice of Resignation.

    2. Types of Membership

      1. ####General Membership
        1. A General Membership is the most basic form of membership and entitles the member to the right to vote of non-constitutional decisions and provide nominations for positions of notice. A General Membership does not however entitle the Member to vote on positions of notice. A General Membership is held by a member who does not financially contribute to the Organization and therefore does not have any projects or repositories managed by the Organization.
      2. ####Sponsoring Membership
        1. A Sponsoring Membership provides all the entitlements of General Membership as well as the right to vote on positions of notice and the option to have some or all of their projects and repositories held in trust by the Organization in the form of the projects and repositories being held in ownership of the Organization's structure.
      3. ####Corporate Membership
        1. A Corporate Membership provides all the entitlements of General Membership as well as the Corporate Sponsor's logo in strategic placements in the Organization's advertising material, as well as the ability to have their Open Source projects held in Trust by the Organization in the form of the Organization being a silent owner of an existing structure.

  3. Positions Of Notice

    1. Guiding Principles

      1. A Position Of Notice can only be held by a duly nominated and subsequently elected Member who has a Sponsoring Membership.
      2. Excepting the Representative, and Shadow Representative Councells, Positions of Notice are non-biased and hold no voting rights in High-Council decisions.
      3. Should a Member holding a Position of Notice have their Sponsoring Membership revoked, they must immediately notify the High-Council in the form of a Notice of Intention to Remedy or Notice Of Resignation.
      4. A member holding a Position of Notice must act in the highest of maturity, acting in sound common sense and courtesy at all possible times and in all correspondence.
      5. A member holding a Position of Notice is required to engage in all the duties required by their position in a timely fashion and with decent integrity.
      6. A member holding a Position of Notice must not vote for themselves for any Position of Notice in any election or High-Council flush.
      7. A member may only be nominated for one Position of Notice in any one election.
      8. A member may only hold one Position of Notice at any one time.
      9. If a member holds a Position of Notice they may not be elected to any other Position of Notice until one full cycle of elections has occurred. 10 . Should a member holding a Position of Notice be found to be in breach in any of the guiding principles, the member is required to provide either a Notice of Intention to Remedy or Notice Of Resignation at the discretion of the High-Council.

    2. ###General Chair

      1. Description

        1. The office of General Chair is a position of esteem and can only be occupied by only one nominated & elected Sponsoring Member.

      2. Duties

        1. The General Chair is required to be present at all High-Council Meetings.
        2. The General Chair is required to chair a High-Council meeting, providing order and discipline where warranted.
        3. The General Chair is required to instruct the General Secretary in the items of agenda for upcomming High-Council meetings at least 1 week prior to the meeting.
        4. The General Chair is required to dispense and revoke confidential information to Representative Councell according to the constitutional bylaws on "Confidential Information"

      3. Restrictions

        1. The General or Meeting Chair may not provide commentary in High-Council dialogue and debates.
        2. The General or Meeting Chair may not in any way, either directly or indirectly influence the outcome of a High-Council decision.
        3. The General or Meeting Chair may not discuss, disclose or otherwise communicate any topics and content of sensitive nature to General Members without prior majority approval of the High-Council.

      4. Rights

        1. The General Chair has the right to nominate a Meeting Chair who is not currently a Member of the High-Council and holds a Sponsoring Membership when the General Chair can resonably expect to be absent.
        2. The General Chair has the right to hold a member of the High-Council in breach for unruly and indecent conduct during a High-Council meeting.
        3. The General Chair has the right to resonably end or postpone a debate in the event of unproductive talks or lack of required facts.
        4. The General Chair has the right to set the agenda for a High-Council meeting with resonable notice given to other members of the High-Council.
        5. The General Chair has a right to set the order of Topics for a High-Council meeting with resonable notice given to other members of the High-Council.

    3. ###General Secretary

      1. Description

        1. The office of General Secretary is a position of esteem and can be occupied by only one nominated & elected Sponsoring Member.
        2. The General Secretary is primarily responsible for documenting official meetings and decisions as well as sending out official communication on behalf of the High-Council.

      2. Duties

        1. The General Secretary is required to be present at all High-Council meetings.
        2. The General Secretary is required to document an overview of all High-Council meetings and decisions.
        3. The General Secretary is required to coallate all documented decisions and topics of discussion into a meeting minutes and send the document to the High-Council for approval.
        4. On approval of a meeting minutes, the General Secretary is required to inform all Members of the meeting minutes.
        5. The General Secretary is required to provide a meeting agenda to all Members of the High-Council at least 1 week before a High-Council meeting.
        6. The General Secretary is required to liase with the General Membership and provide accurate and timely communication on all matters to and from the High-Council members.
        7. The General Secretary is required to inform the High-Council of all timelines with ample notice and without predjudice.

      3. Restrictions

        1. The General Secretary may not provide commentary in High-Council dialogue and debates.
        2. The General Secretary may not, in any way either directly or indirectly influence the outcome of a High-Council decision.

      4. Rights

        1. The General Secretary has the right to nominate a Meeting Secretary who holds a Sponsoring Membership when the General Chair can resonably expect to be absent.

    4. ###Representative Counsell

      1. Description

        1. The office of Representative Counsell is a position of esteem and can be occupied by several nominated and elected Sponsoring Members.
        2. Representative Counsells are responsible for discussing and debating key points of agenda and providing decisions on High-Council matters.
        3. Representative Counsells are also responsible for managing a particular portfolio of projects and repositories i.e. One Representative Council for GitHub & Bitbucket, one Representative Council for NPM and PyPy, etc.

      2. Duties

        1. Representative Counsells are required to take on a portfolio of projects and repositories in which to manage and field requests and queries.
        2. Representative Counsells are required to be present at all High-Council meetings and Represent their portfolio as well as the Members which they have been chosen to represent.
        3. Representative Counsells are required to raise topics for discussion at High-Council meetings at the request of General Members or at their own promptings.
        4. Representative Counsells are required to enact on decisions of the High-Council where appropriate, with due diligence and timeliness.

      3. Restrictions

        1. Representative Counsells must not discuss with, or engage in dialogue with persons external to the High-Council when dealing with sensitive matters.
        2. Representative Counsells must address the General Membership on High-Council matters through the General Secretary.
        3. Representative Counsells must make decisions in the most objective possible ways, representing the General Membership as much as possible and forgoing any corporate sponsorship to effect the outcome of any decision.

    5. ###Shadow Representative Counsell

      1. Description

        1. The office of Shadow Representative Counsell is a position of esteem and can be occupied by several nominated and elected Sponsoring Members.
        2. Shadow Representative Counsells are reponsible for contributions in debates and discussions on High-Council matters.
        3. Shadow Representative Counsells also provide a accountability role for Representative Counsells and are responsible for whistleblowing in the event of breaches.

      2. Duties

        1. Shadow Representative Counsells are required to share the portfolio of projects and repositories and to manage communications for Representative Counsells when absent.
        2. Shadow Representative Counsells are required to be in attendance at all High-Council Meetings.
        3. Shadow Representative Counsells are required to vote on decisions on behalf of their assigned Representative Counsell.
        4. Shadow Representative Counsells are required to hold their Representative Counsell to account and act as the whistleblowing authority when a Representative Counsell is not holding to their duties.

      3. Restrictions

        1. All restrictions that apply to the Representative Counsell also apply to the Shadow Representative Counsell.

  4. High Council

    1. Purposes and Aim

      1. The purpose of the High-Council is to provide a trusted democratic process in which simple or sensitive decisions can be made.
      2. The High-Council aims to be a well-balanced governing body accurately representing The Organization's members.

    2. Meetings

      1. General Rules

        1. Council Meetings must be conducted at least bi-annually or more depending on the time sensitive nature of pending topics and decisions.
        2. Council Meetings require the presence of 1/2 of members who hold Positions of Notice to begin.
        3. In the event of an absent General Chair or General Secretary, an emergency vote may be cast to appoint a Meeting Chair and a Meeting Secretary who's duration of appointment shall be one meeting. If no Meeting Chair or Meeting Secretary can be appointed, the Meeting shall be adjourned for 2 weeks or a mutually agreed apon time.
        4. A High-Council meeting must have an Agenda which is distributed to all High-Council members 1 week prior to the meeting.
        5. A High-Council meeting must be de-briefed in the form of a Meeting Minutes, sent out to all High-Council members no later than 1 week following the meeting.
        6. Should a Representative Counsell be unable to ask a question given to them by the General Chair, they may take the question On Notice and provide a response to the General Chair in writing no later than 6 days following the end of the meeting.
        7. Significant outcomes of any Meeting must be annonced by the General Secretary in a largely standalone manner.
        8. Meeting minutes must be made available to the General Membership by at least 2 weeks following the previous meeting.

      2. High-Council Member's Conduct

        1. All High-Council members are obligued to act in a mature manner, respecting one another's time.
        2. Calmness, Kindness and Patience are statues in a meeting, they are requirements in a meeting with passionate people.
        3. All High-Council members must respect the decisions of the General Chair.
        4. All topics, debates, questions and responses must be made to the General Chair, who will choose where to direct the aforementioned to the appropriate persons.
        5. No personal attacks, derrogatory comments or slander are permitted in the High-Council.

      3. Voting

        1. A decision may be added to the agenda by 2 Representative Counsells (A motion, and a second), the General Chair will then bring the decision to the table in the following High-Council Meeting.
        2. Decisions must be brought to the General Chair at least 2 weeks prioer to the targeted Agenda. Failure to do so will result in the decision being postponed.
        3. Decisions must come out of prior debate. A decision cannot be made until the topic has been apart of a previous meeting's minutes.
        4. A decision can only be passed with a majority vote. Constitutional changes require 80% of High-Council members to be present and a 2/3 majority vote for the change.
        5. Consitutional changes require that the changes be discussed in at least 2 High-Council meetings with at least a 2/3 presence.

    3. Elections

      1. Kinds of Elections

        1. High-Council Flush Every three years, all Counsells are to be removed from their positions and new Counsells appointed.
        2. General Election All Positions of Notice have a 1 year term. High-Council members must be either re-elected or a new member given the Position of Notice
        3. No Confidence Election All Positions of Notice are subject to a no confidence vote in which either 2 High-Council members or a Majority 2/3 of the General Membership can initiate a re-election of a position (a 2/3 Majority General Members intiation can also call for a High-Council Flush)

      2. Nominating

        1. Nominations are made by contacting the General Secretary with a Member's preference of person and position for nomination.
        2. The General Secretary will contact Nominees to see if they will accept a nomination or not.
        3. Nominations are tallied after a 3 month nomination period prior to an election. The top candidates for each position are announced by the General Secretary and voting begins.
        4. Members currently holding a Position of Notice may not be nominated to another position except the position they currently hold.

      3. Voting

        1. Once voting begins, each Member indicates their preference for a position, casting one vote per position.
        2. Overseen by the General Chair, votes are then tallied up, and verified by 2 randomly selected members of the General Membership.
        3. The General Chair instructs the General Secretary on the newly appointed positions and a notice is sent immediately to all members of the Organization.
        4. All positions are subject to a no-confidence vote which can be initiated by 2 High-Court members or a 2/3 majority general membership call.

    4. Decisions

      1. Decisions in general are to be made by the High-Council, except where the decision is of political nature (i.e. a vote of no-confidence) or of widely spread impact.
      2. Decisions of wide impact are to be given a vote by the General Membership and be passed on a 2/3 Majority.

    5. Breaches

      1. A breach occurs when a Member fails to uphold the Constitution and is brought to account by another member to the General Chair.
      2. An initial discussion is held on the breach in a High-Court meeting, followed by either a Notice of Intention to Breach being sent to the offending member, or a Letter of Dismissal being written to the member who blew the whistle.
      3. At the following meeting, a vote is called on placing the Member in breach. If successful the member is sent a Notice of Breach and if unsuccessful the member is sent a Letter of Dismissal. In the case of an expired Sponsoring membership of an elected High-Court member, no discussion is held and the Member is automatically held in breach.

  5. Official Documents

    All official documents must be occompanied by the General Secretary's name and signature.

    1. Notice of Intention To Breach

      The Notice of Intension to Breach must contain:
      1. The offended party(s).
      2. The alleged offender.
      3. Allegation.
      4. Evidence of Allegation.
      5. Discussion and Decision Meeting Schedule.

    2. Notice of Breach

      The Notice of Breach must contain:
      1. The offended party(s).
      2. The offender.
      3. Allegation.
      4. Evidence of Allegation.
      5. Outcome of Decision.
      6. Steps for remedy (if any).

    3. Letter of Dismissal

      The Letter of Dismissal must contain:
      1. The dismissed member.
      2. The initiating party of dismissal (High-Council or Member).
      3. Reasoning.
      4. Confirmation of Property Release.

    4. Notice of Intention to Remedy

      The Notice of Intention to Remedy must contain:
      1. The Breached member.
      2. The offended party(s).
      3. Statement of remorse.
      4. Steps to remedy.
      5. Remedy timeline.
      6. Remedy Outcome.

    5. Notice of Resignation

      The Notice of Resignation must contain:
      1. The Resigning Member.
      2. Resignation timeframe.
      3. Reasoning.

    6. Meeting Agenda

      A meeting agenda must as a minimum have the following:
      1. A numbered list of topics for discussion.
      2. A numbered list of pending decisions and votes.
      3. Important upcoming dates.
      4. Topic Leaders (Members who will begin the discussion on a topic).
      5. A confirmation of the Previous minutes.
      6. Meeting Date.
      7. Future Meeting Date.

    7. Meeting Minutes

      A meeting minutes myst as a minimum have the following:
      1. A numbered list of topics discussed.
      2. A tabled list of votes and their outcomes.
      3. Future meeting date.
      4. Date of meeting minutes refer to.
      5. Significants points raised in topics and who said them.