The Commons Conservancy and F-Droid Statutes
These Statutes have been edited to reflect all the comments and input up till now. Thank you @andrew-gitlab @licaon-kter @uniqx and @jspricke!
@All - if you have strong opinions about any of this, please chime in now!
note: the section on voting (IV, 6) has been edited but could probably use some tweaking.
license credits: Creative Commons Attribution 4.0 International license and Creative Commons Attribution-ShareAlike 3.0
Article I Statement of Purpose
F-Droid is an organization with a passion for Free and Open Source Software (FOSS) on the Android platform. F-Droid is an installable catalogue of FOSS (Free and Open Source Software) applications for the Android platform. Our purpose is to provide FOSS on the Android platform in a secure manner which is easy to maintain for the user.
Article II Legal Status
F-Droid is a not-for-profit technical and creative community effort serving the public benefit. F-Droid 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, in particular to the conditions stipulated in The Commons Conservancy DRACC 0002. References to the Statutes or Regulations of F-Droid therefore automatically mean the combination of the Statutes and Regulations of the Programme and those of The Commons Conservancy. The Directives and Regulatory Archive of The Commons Conservancy can be found here: https://dracc.commonsconservancy.org/
Any decisions made or approved by the F-Droid Board of Trustees within the scope of its mandate will be handled according to the procedure set out in DRACC "Decision Handling Procedure". New F-Droid Statutes and Regulations enter into effect when they are published as part of the DRACC series of The Commons Conservancy.
Article III Financial considerations
The Commons Conservancy does not hold funds for the F-Droid Programme which means there are no direct financial considerations.
The F-Droid Board of Trustees determines the desired direction of the development of technology and auxiliary materials. At the request of grantmaking organisations, donors and partners, F-Droid MAY provide guidance to others on and inspiration with regards to the establishment and evaluation of activities.
Article IV Governance
The central decision making body within F-Droid is the F-Droid Board of Trustees (in short: F-Droid Board). The F-Droid Board is a meritocratic committee responsible for making and coordinating decisions on behalf of the user and developer community around F-Droid, according to the conditions set forth in these Statutes.
Section 1. General Powers. The business and affairs of F-Droid shall be managed under, the direction of the Board of Trustees either directly or through written delegation of authority.
Section 2. Number, Tenure, and Qualification. (A) Number. The authorized number of Trustees of F-Droid shall be at least three (3) and, at most, seven (7), as the Board may from time to time determine. Trustees are selected according to the process specified in Article IV, Section 3 below. (B) Term. The term of office for a Trustee shall be three years and the Trustee seats shall be distributed so that, as nearly as practicable, the terms of a roughly equal number of Trustees shall expire each year, allowing F-Droid to benefit from having continuity of experienced Trustees. Each Trustee will serve until the expiration of their term and until their successor has been appointed and qualified, or until their earlier resignation, removal from office, or death. (C) Term limit. Trustees may serve a maximum of three consecutive full terms (that is, nine years). After having served any consecutive nine years, a Trustee shall not be eligible for appointment to the Board again until a period of at least 18 months has expired.
Section 3. Selection and Appointment. (A) Governance priorities. (i) The Board shall be composed of Trustees with a diverse set of talents, experience, backgrounds, and competencies that will best fulfill the mission and needs of F-Droid. The Board is committed to promoting diversity and inclusion both in terms of trustee composition and in other aspects of its work. (ii) The Board and its Trustees must act as fiduciaries with regard to F-Droid, and their duties include, but are not limited to, the fiduciary duty of care and the fiduciary duty of loyalty. It is the responsibility of the Board to ensure that the selection of Trustees furthers these governance priorities and complies with the Board’s fiduciary duties. (B) Community Trustees. (i) As many as two (2) Trustees will be sourced from candidates vetted through a Community nomination process. This process will be held according to a schedule determined by the Board of Trustees to fill open Community Trustee seats. Off-cycle vacancies may be filled normally as described in Article IV, Section 6 below. Community nominations will be considered by the board for appointment to the board. (ii) The Board of Trustees shall convey its priorities and requirements for members, as set forth in Article IV, Section 3(A) above, and shall determine the dates, rules and regulation of the approval procedures. The Board shall determine who is qualified to participate in the approval process for Community- and Affiliate-selected Trustees. (iii) The Board will appoint candidates who are nominated through this process, subject to Article IV, Section 3(A), and other provisions of these Bylaws. In the event that a candidate is selected who does not meet the requirements of Article IV, Section 3(A) or other requirements of these Bylaws, the Board will (a) not appoint the candidate, (b) declare a vacancy on the Board, and (c) fill the resulting vacancy, subject to this Section 3 and to Article IV, Section 6 below. (C) Board-selected Trustees. (i) As many as five (5) Trustees may be sourced, selected and appointed directly by the Board. (ii) The appointment of Board-selected Trustees shall be conducted consistent with the provisions of Article IV, Section 3(A).
Section 4. Meetings. Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least annually. A quorum shall consist of a majority of Trustees then in office. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume. (A) Special Meetings. Special meetings of the Board of Trustees may be called by the chair of the board, by the vice-chair or by any two Trustees. The person or persons who call a special meeting of the Board of Trustees may fix the place for holding such special meeting. (B) Notice. Notice of any special meeting shall be given at least two (2) days before the meeting by written notice specifying the date, time, and purposes of the meeting. Any Trustee may waive notice of any meeting, before or after the meeting, as provided in these Bylaws. Attendance of any Trustee at a meeting constitutes waiver of notice of such meeting, except when such Trustee attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. (C) Manner of Acting. The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Such actions shall take the form of resolutions and shall be included in the records of F-Droid. (D) Presumption of Assent. A Trustee of F-Droid who is present at a meeting of the Board of Trustees at which action on any matter is taken shall be presumed to have assented to the action taken, unless the Trustee votes against such action or abstains from voting on such action. A Trustee may abstain from voting on an action only if such abstention is on account of an asserted conflict of interest. (E) Constructive Presence at a Meeting. Trustees may participate at meetings of the Board via chat software or video conferencing where all persons participating in the meeting can hear each other at the same time. Participating by such means constitutes presence in person at a meeting.
Section 5. Delegation and Expenses. (A) Any action required or permitted to be taken by the Board of Trustees may be delegated by the Board to any committee of the Board. (B) Advisory committees that do not exercise any authority the Board of Trustees may include as committee members persons from the community and other professionals who are not Trustees, provided the membership of the committee is approved by the Board. (C) Trustees may not be compensated for their roles as Trustees. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary. No Trustee shall be employed or otherwise receive compensation from F-Droid for their duties as Trustees.
Section 6. Voting Means. Voting by the F-Droid Board of Trustees can be done via video conferencing at the meeting or asynchronously via email, chat software or other verifiable means agreed to by the Board. Voting by F-Droid members shall be done in the gitlab.com F-Droid group. F-Droid members with Gitlab reporter status and higher may vote in the comments section of an issue created for that specific agenda item or vote and voting remains open for one week. Proxy voting shall not be allowed.
Section 7. Reserved Powers. The Board of Trustees shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of F-Droid not inconsistent with these Bylaws.
ARTICLE V - OFFICERS AND DUTIES
Section 1. Number. The Board of Trustees shall elect from among the Trustees the following officers: a Chair, at least one and no more than two Vice Chairs, and Board committee chairs. (A) Chair. The Chair shall, when present, preside at all meetings of the Board of Trustees. The Chair shall have general supervision of the affairs of F-Droid and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of F-Droid activities. (B) Vice Chairs. The Vice Chairs shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform their duties. If there are two Vice Chairs, the Chair shall specify which Vice Chair takes priority when the Chair is absent. Other duties of the Vice Chairs may be designated by the Board of Trustees or the Chair. (C) Board Committee Chairs. Board committee chairs shall perform the duties and have the powers set forth in the charters of the committees of which they are the chair and as determined by the Board from time to time. (D) Committees and Taskforces. 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 F-Droid.
Section 2. Term. The Trustee officers shall be elected for three-year terms of office by majority vote of the Board and such terms shall automatically renew and continue until replaced by a majority vote of the Board or resignation.
Section 3. Removal. Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever, in its judgment, the best interests of F-Droid would be served thereby. The F-Droid Board (and any person, group or organisation mandated by the F-Droid Board on its behalf) must act in good faith and in the common interest of the developer community and the wider user community of F-Droid. If significant harm to the organization has been committed by any Trustee, he or she or they MAY be removed from the Board by a simple majority vote of the rest of the Board.
Section 4. Resignations. Any elected or appointed officer of F-Droid may resign at any time by giving written notice to F-Droid through the Chair. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.
ARTICLE VI - ASSETS and Licensing
Section 1. Dedication of Assets. The property of F-Droid is irrevocably dedicated to the public interest and no part of the net income or assets of F-Droid shall ever inure to the benefit of any Trustee or officer thereof or to the benefit of any private individual other than compensation in a reasonable amount to its officers, employees, and contractors for services rendered.
Section 2. Distribution of Assets. The Commons Conservancy holds assets on behalf of F-Droid, their user and developer communities of the past, present and future, and in the wider public interest. The Commons Conservancy will maintain ethical stewardship of intangible assets -- such as copyright, trade marks, patents, databases, integrated circuit layout design and the like -- held by The Commons Conservancy on the behalf of F-Droid. The Board of The Commons Conservancy is bound by its statutes to obey the rights described in its DRACC series. Section Section 3. Licensing All software and content created or maintained within F-Droid is to be made publically available perpetually and at no cost under free and open-source licenses, defined here as one or more of the licenses on the Free Software Foundation's list of recommended "copy left licenses" or any license approved by the Open Source Initiative on or after the submission date. If contractually unable to do so due to agreements with a third party, the F-Droid Board is responsible for deciding issues on a case based on the common interest of the user and developer community while being respectful of the spirit and intents of F-Droid. 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 F-Droid as contribution to the future development and maintenance of F-Droid. These contributions shall be spent under the responsibility of the F-Droid Board, on behalf of the F-Droid user and developer community and in the general public interest.
ARTICLE VII - INDEMNIFICATION
(A) F-Droid shall indemnify to the maximum extent permitted by law any person who was or is a party to any proceeding (other than an action by, or in the right of F-Droid), by reason of the fact that he, she or they is or was a Trustee of F-Droid. (B) F-Droid may purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, or agent of F-Droid, or who is or was serving at the request of F-Droid as a director, trustee, officer, or employee against any liability asserted against him or her or them and incurred by him or her or them in any such capacity, or arising out of his or her or their status as such, whether or not F-Droid would have the power to indemnify him or her or them against such liability.
ARTICLE VIII - Transitioning to these Statutes
The following decisions are ratified by the signatories when these Statutes take effect:
(A) The founding F-Droid 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. (B) ------------ is appointed as the F-Droid Chair for a period of 12 months. ------------ is appointed as a Director of the F-Droid Board for a period of 12 months. --------------------- are appointed as Directors of the F-Droid Board for a period of 24 months. (C) The F-Droid Board commits to identify and approach all rights holders, and ask them to transfer the moral stewardship of the codebase to the F-Droid Programme.
Agreed on (date), (location) by: