The Commonhaus Foundation Council (CFC) serves as the Board of Directors for the Commonhaus Foundation (CF). It oversees the foundation's operations, ensuring compliance with legal requirements and the execution of strategic plans as defined in our Articles of Incorporation and Bylaws. This includes financial management, operational decisions, and adherence to state and federal regulations.
While the Extended Governance Committee (EGC) provides broad governance input, the CFC is specifically tasked with the practical application of these strategies, managing the foundation's daily administrative and legal tasks to support its goals and mission.
- Composition and Membership
- Extended Governance Committee (EGC)
- Meetings, Procedures and Decision-Making
- Electronic Participation and Decision-Making
- Voting
- Committees and Delegation
Councilors are elected by CF members to represent their interests and ensure the foundation operates responsibly. They are expected to prioritize the CF community's interests in their decision-making, serving as representatives from diverse organizations committed to the foundation's objectives.
An up-to-date list of Councilors will be maintained in the cf-council CONTACTS.yaml attribute.
Structure: The CFC is composed of a minimum of 3 elected Councilors: 1 CFC Chairperson and at least 2 members-at-large.
Selection and Elections: The selection process for Councilors is designed to reflect the diversity of the open source community.
- Any member that has been active within the CF community for at least six months can run or be nominated.
- Every active member is entitled to one vote in annual elections.
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 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 are fulfilled, even in the case of vacancies or absences.
Relevant Florida Statute(s):
- 617.0801 Duties of board of directors.
- 617.0806 Staggered terms for directors.
- 617.0807 Resignation of directors.
- 617.0808 Removal of directors.
- 617.0809 Board vacancy.
- 617.08101 Compensation of directors.
After elections, the CFC elects individuals to officer roles. These roles can be filled by Councilors, general members of the CF, or through hiring external staff for administrative support. Non-CFC officers and staff assist with administrative tasks but do not have voting rights in CFC decisions.
The CFC's key roles are Chairperson, Secretary, and Treasurer. Additional roles may be created as needed.
Relevant Florida Statutes:
- 617.0840 Required officers.
- 617.0841 Duties of officers.
- 617.0842 Resignation and removal of officers.
- 617.0843 Contract rights of officers.
The Chairperson orchestrates CFC meetings and ensures equitable participation and discussion. They also oversee the processing of Code of Conduct reports and escalations.
The Secretary manages the Foundation's records and oversees official correspondence, ensuring the accuracy and maintenance of essential documents and communications.
The Treasurer oversees the Foundation's financial management, including budgeting, financial reporting, and liaison with fiscal hosts or agents, ensuring financial transparency and accountability.
Expanding beyond the CFC, the Extended Governance Committee (EGC) plays a vital role in encompassing broader representation and decision-making within the CF.
- Composition: The EGC includes every member of the CF Council and one nominated representative from each CF project.
- Role: The EGC is responsible for making key decisions that have a significant impact on the CF and its projects.
This structure ensures a balanced representation, combining strategic oversight with project-specific insights.
An up-to-date list of Project Leads as members of the EGC will be maintained in the egc CONTACTS.yaml attribute.
Regular and special meetings of the CFC may be held whenever and wherever the CFC determines, subject to notice requirements.
Remote Meeting Participation. Members of the CFC and related committees may attend and participate in any meeting remotely by telephone, video, or web conference telephone, or any other means enabling simultaneous participation.
Relevant Florida Statute(s):
- 617.0701 Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.
- 617.0820 Meetings.
Consistent with the Notice section in our Bylaws, scheduled CFC meetings are announced through our standard electronic communication channels. Notice requirements are as follows:
- Regular Meetings: Members absent during the scheduling of the next meeting will receive prompt electronic notification of the details.
- Special Meetings: Called by the Chairperson, Secretary, or upon request by two or more Councilors. Notice must be provided at least two days in advance through electronic means, or three business days in advance if mailed. Each notice should clearly specify the meeting's purpose.
Relevant Florida Statute(s):
- Agenda Setting: Agendas are prepared in advance, incorporating items proposed by Councilors and the general membership.
- Public Access: Meetings are generally open to the public, except for confidential matters.
- Meeting Minutes: Minutes and summaries of key decisions and discussions are stored in a GitHub repository as per our Record Keeping policy.
Establishing Quorum: For any CFC meeting, a quorum is reached when a majority of Councilors are present
Acting with Quorum: When a quorum is present, decisions can be made by a majority vote of the Councilors attending the meeting.
Postponing Meetings: If there aren't enough Councilors for a quorum, those present can postpone the meeting without additional notice. The meeting will be rescheduled when a quorum can be met.
Adjustments for Disqualifications: If any councilor is disqualified from a particular matter (for example, abstention due to a conflict of interest), the quorum is adjusted to exclude them. Similarly, suspended Councilors are not counted for quorum purposes.
Relevant Florida Statute(s):
- 617.0725 Quorum.
Decision Making Outside Meetings: The CFC can make decisions in lieu of meetings provided all Councilors give written consent. The CFC considers authenticated digital actions, such as comments and reactions on GitHub, as valid forms of written consent, equivalent to formal written agreements. Each decision made in this manner must be documented and ratified by all Councilors to ensure legal compliance and maintain transparency1.
Relevant Florida Statute(s):
- 617.0821 Action by directors without a meeting.
The CFC employs a consensus-driven approach for decision-making, detailed in consensus guidelines. When consensus cannot be reached, voting is utilized to resolve differences.
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Majority Voting: Most decisions are subject to a simple majority vote of Councilors present and voting at a meeting or acting through written consent.
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Supermajority Voting: Certain critical decisions necessitate a "Supermajority Vote." This requires:
- Approval by at least two-thirds of the total voting members of the CFC or the EGC at a meeting with at least two-thirds of voting members present.
- Approval by two-thirds of all voting members acting through written consent.
Definition of Voting Members:
- For the CFC: All current voting Councilors.
- For the EGC: All voting Councilors and project representatives.
- Amending the Articles of Incorporation, Bylaws, or Policies.
- Changing the size of the CFC.
- Final approval of a proposed merger or dissolution.
- Suspending or revoking a project's membership.
- Modifying the rights of individual membership.
- Suspending or revoking an individual's membership.
- Hiring or terminating the Executive Director.
- Draft proposal for merger or dissolution.
Relevant Florida Statute(s):
- 617.0824 Quorum and voting.
- 617.1002 Procedure for amending articles of incorporation.
- 617.1101 Plan of merger.
- 617.1401 Voluntary dissolution of corporation prior to conducting its affairs.
The CFC may form committees with specific purposes that are authorized to make recommendations but not final decisions on significant matters. Committees may consist of Councilors and other community contributors. They must keep regular records and report to the CFC.
Certain critical actions (anything requiring a Supermajority vote) are reserved for CFC or the EGC as noted above. Temporary or ad-hoc groups may be established for specific tasks, with the CFC retaining ultimate oversight and decision-making authority.
Relevant Florida Statute(s):
- 617.0825 Board committees and advisory committees.
Footnotes
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As an example, a GitHub Discussion for on a specific topic would require a reaction (per our decision-making process) from all Councilors to allow a decision to be made outside of a meeting. The final decisions and actions taken should be summarized in the Discussion. ↩