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Governance Charter

Overview​

This document describes the governance process under which the project operates. It describes the election process for the Governance Committee (GC) and how the committee operates.

Goals​

The role of the Governance Committee is to be a live, responsive body that can refactor and reform as necessary to adapt to a changing project and community.

Governance Committee​

The Governance Committee is responsible for representing the project, making a final decision if a consensus cannot be reached (see Decision Making), handling the Code of Conduct escalations, defining and approving with the project members the final governance model, and organizing elections for the elected governance board body.

Governance Committee Members​

Governance Committee Members

Decision making​

Decisions are made by a consensus of Project Members and Interested Parties. If this consensus cannot be reached, the decision can be made by the plain majority vote of Governance Committee members.

Key discussions and decisions should happen asynchronously in communication channels like GitHub Issues, discussions or pull requests. Technical decisions are expected to be documented in the OpenFeature Specification. The community decisions should be documented in this Governance repository.

Meetings​

The project conducts regular project meetings hosted by its maintainers and contributors. These meetings are used as additional discussion and consensus building but not for making decisions without prior discussion in async channels.

Governance Committee Members​

Governance Committee members are responsible for representing the project in communications with organizations, including but not limited to contributor companies, adopters, vendors and foundations. Apart from the representative role, they can make a final decision when a consensus cannot be reached. Each company/organization should have less than 50% of the seats.

Elections​

Members​

People which are part of the GitHub Organization are considered as members and are eligible to vote.

Eligibility for candidacy​

Anyone may nominate either themselves or someone else to be a candidate in the election. To be ratified as a candidate, the nominee must accept the nomination and three Members (including the nominator, if they are a member) from three different employers, must endorse the nomination.

Nominators are free to nominate as many people as they wish to. Members may endorse multiple nominees, but we expect endorsements to be in good faith. If this turns out to be a problem, this will be reconsidered.

Eligibility for voting​

All organization members are eligible to vote for the Governance Committee members.

Election process​

Elections will be held using time-limited approval voting on Helios. The top vote getters will be elected to the respective positions.

Maximal representation​

To encourage diversity there will be a maximum of one-third representation on the Governance Committee from any one company at any time. If the outcomes of an election result in greater than 1/3 representation (or maximum of two, whichever is greater), the lowest vote getters from any particular company will be removed until representation on the committee is equal or less than one-third.

If percentages shift because of job changes, acquisitions, or other events, sufficient members of the committee must resign until max one-third representation is achieved. If it is impossible to find sufficient members to resign, the entire company’s representation will be removed and new special elections held. In the event of a question of company membership (for example evaluating independence of corporate subsidiaries) a majority of all non-involved Governance Committee members will decide.

Initial Election​

The bootstrap committee will operate the election and circulate a timeline for nominations, and the vote.

Special Elections​

In the event of a resignation or other loss of a Governance Committee member, a special election for that position will be held as soon as possible. The same group of people as described in "eligibility for voting" will vote in the special election. A committee member elected in a special election will serve out the remainder of the term for the person they are replacing, regardless of the length of that remainder.

Limiting Corporate Campaigning Support​

To reduce the size of company advantages, candidates may not use their companies internal or external brand to campaign. Their employers cannot solicit votes on their behalf or sponsor candidates from partner organizations. Simply put, elections highlight individuals outside of their corporate role and should be treated as "brand free" activities.

Refactoring or reforming the governance committee​

At any time the Governance Committee may vote, via supermajority (greater than two-thirds of votes), to rewrite or remove any part of this charter. Beyond small tweaks, this should be used sparingly, if ever, and in the presence of clear failures of the process. We explicitly do not allocate a role for the broader community in reformulating governance, we believe that in such a case the community will "vote with their feet" by either leaving or forking the project.

Inactivity​

It is important for Governance Committee to be and stay active to set an example and show commitment to the project. Inactivity is harmful to the project as it may lead to unexpected delays, contributor attrition, and a lost of trust in the project.

  • Inactivity is measured by:
    • Periods of no contributions for longer than 3 months
    • Periods of no communication for longer than 3 months
  • Consequences of being inactive include:
    • Involuntary removal or demotion
    • Being asked to move to Emeritus status

Involuntary Removal or Demotion​

Involuntary removal/demotion of a Governance Committee happens when responsibilities and requirements aren't being met. This may include repeated patterns of inactivity, extended period of inactivity, a period of failing to meet the requirements of your role, and/or a violation of the Code of Conduct. This process is important because it protects the community and its deliverables while also opens up opportunities for new people to step in.

Involuntary removal or demotion is handled through a vote by a majority of the current Governance Committee.

Stepping Down/Emeritus Process​

If and when Governance Committee members commitment levels change, they can consider stepping down (moving down the contributor ladder) vs moving to emeritus status (completely stepping away from the project).

Contact the Governance Committee about changing to Emeritus status, or stepping down.

Members of the Governance Committee will graduate to becoming Emeritus members of the Governance Committee once their term ends.

Contact​