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ebullient committed Feb 24, 2024
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Expand Up @@ -22,6 +22,7 @@ This document outlines the preliminary, non-binding agreement for the establishm
[coc-tpl]: ../../templates/CODE_OF_CONDUCT.md
[gov-cf]: ../../GOVERNANCE.md
[gov-tpl]: ../../templates/GOVERNANCE.md
[dissolution]: ../../bylaws/7-indemnification-dissolution.md#dissolution-and-asset-distribution

## EGC Quorum Establishment

Expand All @@ -30,9 +31,10 @@ Each project must have an appointed EGC member to approve revised bylaws.

## Preliminary Commitment

By engaging in this agreement, projects indicate their preliminary, and non binding, intent to join the Commonhaus Foundation (CF), with the understanding that this stage does not involve any legal transfer of assets.
By engaging in this agreement, projects indicate their preliminary, and non binding, intent to join the Commonhaus Foundation (CF), with the understanding that this stage does not require any legal transfer of assets.

This intent is symbolized through a digital acknowledgment by the project's designated Extended Governance Committee (EGC) representative.
Where applicable, additional acknowledgments may be required to satisfy employer or vendor requirements, ensuring all parties are aligned with the project's commitment to the CF.
Where applicable, additional acknowledgments may be required to satisfy employer or vendor requirements to ensure all parties are aligned with the project's commitment to the CF.

## Formation Period

Expand All @@ -49,10 +51,12 @@ During this period, projects are expected to:

## Binding Commitments Post-Formation

Projects are invited to enter into formal binding agreements at any stage during the Formation Period.
These agreements will encompass the transfer of project assets, such as trademarks and domains, formally integrating projects within the Commonhaus Foundation.
Projects are invited to formalize their participation in the Commonhaus Foundation through binding agreements at any point during the Formation Period.
These agreements may include the transfer of project assets, such as trademarks and domains, to the foundation.

Should there be fewer than five projects bound by either this provisional agreement or a formal binding agreement by the end of the Formation Period, the projects still in the provisional phase retain the right to reassess their participation and may withdraw their membership without facing any penalties or obligations.

Should fewer than five projects commit their trademarks during or by the end of the Formation Period, the remaining projects retain the right to withdraw their membership without facing any penalties or obligations.
The Foundation and committed projects will evaluate their progress and circumstances. Based on this evaluation, they may continue operations or follow the [dissolution process][dissolution] to transition projects to another suitable non-profit organization that aligns with their goals and needs.

## Feedback and Iteration

Expand All @@ -72,4 +76,4 @@ EGC Representative GitHub Username: [Insert GitHub Username Here]

Date of Signed Commit: [Insert Date Here]

For organizations with a legal department, a digitally signed PDF of this document may be submitted as an alternative, providing a formal record of agreement without necessitating public disclosure of personal information.
For organizations with a legal department, a digitally signed PDF of this document may be submitted as an alternative.
5 changes: 4 additions & 1 deletion bylaws/2-cf-membership.md
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Expand Up @@ -26,7 +26,10 @@ A **project** within the CF represents collaborative innovation in open-source t

## Project Representation

**Diverse Voices, Unified Decision-Making:** Each project within the Commonhaus Foundation (CF) has its unique perspective, and its own legitimate interests in decisions taken by the foundation as a whole. To ensure that every project has a say in the direction of the foundation, each project appoints a representative to the [Extended Governance Committee (EGC)][egc]. The representative is chosen according to the project's own governance practices. The representative is not required to have or maintain general membership of the foundation.
**Diverse Voices, Unified Decision-Making:** Each project within the Commonhaus Foundation (CF) has its unique perspective, and its own legitimate interests in decisions taken by the foundation as a whole.
To ensure that every project has a say in the direction of the foundation, each project appoints a representative to the [Extended Governance Committee (EGC)][egc].
The representative is chosen according to the project's own governance practices.
The representative is not required to have or maintain general membership of the foundation.

**Dedicated Representation:** If an EGC representative is elected to the [CF Council (CFC)][cfc], we recommend appointing an additional representative for the EGC to ensure project-specific needs are represented.

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2 changes: 1 addition & 1 deletion bylaws/3-cf-council.md
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Expand Up @@ -48,7 +48,7 @@ Relevant Florida Statute(s):
- **Staggered Elections:** To maintain continuity, no more than two-thirds of the CFC seats are up for re-election in each cycle.
- **Resignation:** Councilors wishing to resign must formally notify the Chairperson or the CFC, with immediate cessation of their responsibilities and rights as Councilors upon resignation.
- **Removal:** A councilor may be removed for misconduct, failure to perform duties, or consistent non-participation. The removal process includes a fair review, an opportunity for the member to respond, and a decision made through a vote by the remaining Councilors or a general membership vote.
- **Vacancies:** In the event of a vacancy, the remaining Councilors have full authority to conduct the duties of the vacant positions until a special election can fill the vacancy.
- **Vacancies:** In the event of a vacancy, the remaining councilors may exercise the duties of the full council until the vacancy is filled.
- **Apportioning Duties:** The CFC has the responsibility to ensure that the required duties of all [CFC Offices](#officer-roles-and-appointment) are fulfilled, even in the case of vacancies or absences.

Relevant Florida Statute(s):
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2 changes: 1 addition & 1 deletion bylaws/6-notice-records.md
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Expand Up @@ -27,7 +27,7 @@ Relevant Florida Statute(s):

Notices given through the designated electronic channels are considered timely and effective. This approach is preferred due to the remote nature of the Foundation's operations, emphasizing the reliability of written communication over oral.

- **Outgoing Announcements:** All major announcements, including changes to bylaws, project membership status, or decisions needing member input, will be posted in GitHub Discussions and tagged with a 'notice' label. Discussions with the `notice` label will be broadcast to the [`announce` mailing list][CONTACTS.yaml], `#notice` channel on the CF Discord server, published on the CF website and made available via an RSS feed.
- **Outgoing Announcements:** All major announcements, including changes to bylaws, project membership status, or decisions needing member input, will be posted in GitHub Discussions and tagged with a `notice` label. Discussions with the `notice` label will be broadcast to the [`announce` mailing list][CONTACTS.yaml], `#notice` channel on the CF Discord server, published on the CF website and made available via an RSS feed.

- **Member Communications:** For official communications with the Council or Foundation, members can either send an email to the specified mailing lists or creating a discussion on GitHub. Refer to [Communication channels][contact-us] for current details on where and how to send notifications.

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22 changes: 12 additions & 10 deletions bylaws/7-indemnification-dissolution.md
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Expand Up @@ -10,8 +10,8 @@ Below are the detailed policies that outline this support, including the circums

- [Insurance](#insurance)
- [Indemnification](#indemnification)
- [Indemnification: Right to Indemnification](#indemnification-right-to-indemnification)
- [Indemnification: Authorization by the Council](#indemnification-authorization-by-the-council)
- [Scope of Indemnification and Standard of Conduct](#scope-of-indemnification-and-standard-of-conduct)
- [Authorization by the Council](#authorization-by-the-council)
- [Dissolution and Asset Distribution](#dissolution-and-asset-distribution)
- [Dissolution Steps](#dissolution-steps)
- [Procedures for Dissolution](#procedures-for-dissolution)
Expand All @@ -22,23 +22,25 @@ Relevant Florida Statute:

## Insurance

The Foundation shall assess and procure necessary insurance coverages to protect against risks, including but not limited to Directors and Officers (D&O) Liability insurance. These policies shall be reviewed annually to ensure they adequately meet the Foundation's needs.
The CF Council (CFC) shall assess the Foundation's risks and evaluate whether to procure insurance coverages, such as Directors and Officers (D&O) Liability insurance, to protect against those risks.

Relevant Florida Statute:

- [607.0857](http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0607/Sections/0607.0857.html) Insurance.

## Indemnification

### Indemnification: Right to Indemnification
### Scope of Indemnification and Standard of Conduct

Subject to the limitations set forth in [this Section](#indemnification),
Subject to the limitations set forth in this Section,
the Foundation must indemnify directors (councilors), Officers, employees, and agents of the Foundation
from any action, suit, or proceeding (whether civil, criminal, administrative or investigative)
arising from that person’s role in the Foundation or service at the request of the Foundation.

**Standard of Conduct.**
This indemnification extends to all reasonable expenses (including attorneys’ fees), judgments, fines, and other amounts paid in settlement by the person in connection with the action, so long as the person: (1) acted in good faith and in a manner they reasonably believed to be consistent with the best interests of the Foundation, and (2) had no reason to believe their conduct was unlawful, in the case of criminal matters.
This indemnification extends to all reasonable expenses (including attorneys’ fees), judgments, fines, and other amounts paid in settlement by the person in connection with the action, so long as the person:
(1) acted in good faith and in a manner they reasonably believed to be consistent with the best interests of the Foundation, and
(2) had no reason to believe their conduct was unlawful, in the case of criminal matters.

This indemnification does not extend to a person who is found liable in an action by the Foundation, or in right of the Foundation.
Otherwise, the outcome of an action will not alone create a presumption that a person did not act in good faith, in the best interests of the Foundation, or with lawful intent.
Expand All @@ -49,10 +51,10 @@ Relevant Florida Statutes:
- [617.0831](http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0617/Sections/0617.0831.html) Indemnification and liability of officers, directors, employees, and agents.
- [617.0834](http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0617/Sections/0617.0834.html) Officers and directors of certain corporations and associations not for profit; immunity from civil liability.

### Indemnification: Authorization by the Council
### Authorization by the Council

The Foundation will only [indemnify a person](#indemnification-right-to-indemnification) if the Commonhaus Foundation Council (CFC) first determines that indemnification is proper under the circumstances because the
person has met the [standard of conduct](#indemnification-right-to-indemnification).
The Foundation will only indemnify a person if the CFC first determines that indemnification is proper under the circumstances because the
person has met the [standard of conduct](#scope-of-indemnification-and-standard-of-conduct).

This determination must be made by (a) a majority vote of Councilors who were not
party to the action, even if less than a quorum, or (b) the members of the
Expand Down Expand Up @@ -84,7 +86,7 @@ Relevant Florida Statutes:

## Dissolution and Asset Distribution

In the unfortunate event that the Commonhaus Foundation (CF) must dissolve, we commit to a responsible and lawful closure process, prioritizing the continuity and integrity of our open-source projects.
In the unfortunate event that the Commonhaus Foundation must dissolve, we commit to a responsible and lawful closure process, prioritizing the continuity and integrity of our open-source projects.
Given that CF projects represent collaborative effort of individual contributors, the dissolution process will respect the unique structure and community-driven nature of each project.

Relevant Florida Statutes:
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17 changes: 13 additions & 4 deletions policies/code-of-conduct.md
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Expand Up @@ -30,9 +30,12 @@ Welcome to the Code of Conduct (CoC) for the Commonhaus Foundation (CF). We're d

## Our Code of Conduct

The CF adheres to the [Contributor Covenant v1.4](#contributor-covenant-code-of-conduct) as its foundational Code of Conduct (CoC), embracing a commitment to create a welcoming and inclusive environment. This CoC underpins all foundation activities and is a requirement for new projects within three months of joining.
The CF is dedicated to creating a welcoming and inclusive environment. Our Code of Conduct (CoC), derived from the [Contributor Covenant v1.4](#contributor-covenant-code-of-conduct), sets the standard for behavior within our community.

Leadership across the CF, including [Councilors][cfc] and project representatives, are [expected](#leadership-expectations) to respect and uphold this CoC to foster an environment of respect and collaboration. The [Code of Conduct Panel (CoCP)](#code-of-conduct-panel) provides an avenue for appeals or escalations, if necessary.
Leadership across the CF, including [Councilors][cfc] and project representatives, are [expected](#leadership-expectations) to respect and uphold this CoC to foster an environment of respect and collaboration.
The [Code of Conduct Panel (CoCP)](#code-of-conduct-panel) provides an avenue for appeals or escalations, if necessary.

New projects are expected to adopt this CoC within three months of joining.

### Member Expectations

Expand Down Expand Up @@ -78,9 +81,15 @@ Our commitment extends beyond rule enforcement to fostering an environment where

### Confidentiality and Safety

Confidentiality is paramount. We understand that individuals reporting issues (reporters) may not always be the individuals directly affected. Communications will primarily involve the reporter, with the utmost respect for the privacy and wishes of all parties involved. Personal information will be handled with the strictest confidence and disclosed only with explicit permission.
Confidentiality is paramount in handling reports.

All community leaders are obligated to respect the privacy and security of the
reporter of any incident.
The CF strictly prohibits retaliation against anyone who reports concerns in good faith.
Our procedures are designed to ensure that everyone in our community can work in a safe and respectful environment.

The CF strictly prohibits retaliation against anyone who reports concerns in good faith. Our procedures are designed to ensure that everyone in our community can work in a safe and respectful environment.
There may be circumstances where sharing personal information becomes necessary.
We may share personal information where explicit permission has been given, when required by law, or when a report raises significant safety concerns.

Given that membership to groups like the CFC or the CoCP have finite terms, members reviewing CoC reports agree to treat all reports as confidential, even after their term is finished.

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12 changes: 6 additions & 6 deletions policies/ip-policy.md
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Expand Up @@ -26,10 +26,10 @@ The CF is most familiar with the following four licenses, which can simplify the
### Documentation and Media Files

> [!TIP]
> Projects can pick appropriate licenses, including non-commercial Creative Commons licenses, for their non-code content like documentation and images.
> Projects can pick appropriate licenses, including Creative Commons licenses that permit commercial use, for their non-code content like documentation and images.
A CF Project can define a "Project Documentation License" to cover all documentation, image, and audiovisual files (e.g., .txt., .rtf, .doc, .pdf, .jpg, .tif, .mp3, .wav, and some .html files) (including without limitation code that is intended as sample code if included in a documentation file).
The Project Documentation License can be any OSI-approved license or a non-commercial Creative Commons license (like [CC BY 4.0](http://creativecommons.org/licenses/by/4.0/)).
The Project Documentation License can be any OSI-approved license or a Creative Commons license (like [CC BY 4.0](http://creativecommons.org/licenses/by/4.0/)) that permits commercial use.

## Contributions

Expand All @@ -44,10 +44,10 @@ The technical governing body of each Project may provide for additional requirem

The DCO and CLA differ in their approach to intellectual property rights.

- A DCO is a lightweight method for contributors to certify they have the rights to submit their work, typically requiring a signed statement within the commit message.
- A CLA is a more formal agreement where contributors grant the project rights to use their contributions, often including a detailed legal framework around contributions.
- A DCO is a straightforward way for contributors to assert their rights to submit work, typically through a declaration in the commit message.
- A CLA is a formal agreement that allows contributors to grant broader rights over their contributions to the project.

CLAs can provide projects with more legal protection, while DCOs offer a simpler, less legally invasive way for developers to contribute.
While CLAs can offer projects flexibility in managing licenses and more control over contributions, DCOs favor ease of participation with a less formal mechanism for contribution.

## Intellectual Property Rights

Expand Down Expand Up @@ -79,7 +79,7 @@ When collaborating with external open-source projects ("Upstream Projects") conf

### Copyright Statements

Using copyright statments in source code is a practice with mixed adoption.
Using copyright statements in source code is a practice with mixed adoption.

If your project wants to add copyrights to source code, we recommend one of the following:

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