See parent thread with all sections of the proposed governance model here.
See original text with explanatory comments here.
5 - Council
5.1 - Function
The operational and fiscal management of the Mautic project shall be under the direction of the Community Council.
The Community Council shall, among other things:
- Determine and regularly report on the budget of the project (including the budgets of any team, committee or Working Group which will be determined on an annual basis in collaboration with leaders of those entities)
- Manage all fiscal operations and relationships including the approval of expenditures
- Manage any employees and contractors working for the Mautic project
- Monitor and regularly report on the health of the project as a whole
- Lead on strategic fundraising planning to support the long term strategy and growth of Mautic (in collaboration with the fundraising working group)
- Communicate and drive progress on the project’s long term strategy
- Manage, safeguard and enforce the trademarks and brand assets of the Mautic project (in collaboration with the Legal and Finance Team)
- Review and sign any contractual agreements relating to the Mautic project
- Review, document, communicate and adopt any such policies and procedures as may be determined necessary by any team, committee or Working Group
- Execute any recommendations in relation to breaches of the Code of Conduct
The Community Council meets on a regular basis to review and manage the operational and fiscal needs of the Mautic project.
Notes of the meetings are shared publicly and agendas for the meeting are also made public in advance of the meeting.
Note that members of the Community Council are herewith referred to as Community Council members or representatives.
5.2 - Eligibility
Representatives are elected on a yearly basis to the Council from the wider community by a referendum vote using ranked choice to determine the elected representatives. Voting is open to all those eligible to vote at the time of the election.
Any member of the community who is eligible to vote and who does not have any outstanding, unresolved code of conduct breaches or investigations may nominate themselves, or be nominated with consent by another, to stand for election to the Community Council.
They will provide a proposal for review by the members which must disclose any such affiliations as listed in 4.2.1 and may include any further information as to their suitability for the position.
The Community Council should be representative of the diverse community that they serve, and the community should ensure that their nominated representatives have the complement of skills and experience that are suited to guide and lead the project. It is important, therefore, for potential candidates to clearly identify the skills and expertise that they bring to the Community Council in their proposal.
5.2.1 - Disclosure of affiliations
A person running for the Community Council must make any affiliation (other than to Mautic) known to the members at the point of nomination. If the affiliation of any representative changes while serving on the Community Council, such new affiliation shall be immediately made known to the membership. The Community Council will maintain a publicly available list of registered affiliations which must be referred to in any decision making involving a third party organization.
For the purposes of this section, a representative or prospective representative has an affiliation if that person is an employee, officer, or member of the Board of Directors of an entity; if that person has a significant consulting relationship with an entity; or that person owns at least 1% of the equity or debt, or derivatives thereof, of an entity.
5.3 - Compensation
Members of the Community Council shall not be compensated for their duties as a representative. Reasonable travel expenses will be covered where they cannot be covered by other means (for example, corporate sponsorship or event funds) to attend the annual in-person Community Council meeting.
Members of the Community Council may be compensated for service as an employee or contractor of Mautic outside of their role on the Community Council providing that they are absent from any discussions and voting in the Community Council relating to or directly impacting their role.
5.4 - Number
The Community Council shall initially have seven (7) representatives. Thereafter, the number of representatives is fixed until a change by a vote of the voting members at an annual meeting of members to another odd number of representatives greater than three (3). Any votes to change the number of representatives during a meeting of the members shall be deemed to take effect before the election of any individual representatives during the same meeting.
5.5 - Election
At the 2023 annual meeting of members and at each annual meeting thereafter, the voting members shall elect representatives sufficient to fill seven (7) at-large representative seats.
At-large representatives shall hold office for a term of up to three years, with each year being counted as complete at the next succeeding annual meeting.
There shall be three cohorts of representatives.
Cohort A representatives shall have an initial term extending for three (3) years beginning after the 2023 election of representatives.
Cohort B representatives shall have an initial term extending for two (2) years beginning after the 2023 election of representatives.
Cohort C representatives shall have an initial term extending for one (1) year beginning after the 2023 election of representatives.
For the 2023 election only, the three candidates receiving the highest number of votes shall be designated Cohort A representatives, the two receiving the next highest number of votes shall be designated Cohort B representatives, and the two receiving the third highest number of votes shall be designated Cohort C representatives.
5.5.1 - Terms of office
Each at-large representative shall hold office for the term for which they are elected and until their successor shall have been elected and qualified or until their earlier resignation, removal or death.
Upon completion of the term beginning after the 2023 elections, representatives shall be elected for a three-year term, unless they are replacing a representative that resigned or was removed, in which case such replacement representatives shall be elected to a term sufficient to complete a three-year term as measured from the term of the original cohort.
Replacement representatives shall be chosen in order of the number of votes received, with the longest terms of service being allocated to candidates according to the number of votes received.
Persons elected as at-large representatives are considered to be seated in order from most votes received to the least. If a person who would otherwise be elected withdraws or becomes ineligible before that person is seated as a representative, then the person receiving the next highest number of votes is selected.
5.6 - Removal and resignation of representatives
A representative may resign at any time upon written request to the Community Council. Furthermore, any representative or the entire Community Council may be removed, with or without cause, by a vote of the majority of the members entitled to vote for the election of representatives or as otherwise provided in the governance model.
A representative will be automatically removed from the Council in the event that such representative ceases to be a member of the community for any reason. A representative may also be removed from the Community Council as a result of an investigation finding that there has been a breach of the Code of Conduct.
A majority of the number of representatives fixed in accordance with this governance model shall constitute a quorum for the transaction of business. The vote of a majority of the representatives present at a meeting at which a quorum is present shall be the act of the Council.
5.7 - Executive and other committees
The Community Council, by resolution adopted by a majority of the full Council, may designate an Executive Committee and such other committees consisting of three (3) or more representatives as determined by the Council from time to time.
Each committee, to the extent provided in such authorizing resolution, shall have and may exercise all the power and authority of the Council in the management of the business and affairs of the organization, except such committee shall not have the power or authority to amend this governance model or to approve or recommend to the members any action which must be submitted to members for approval under this model.
Any Executive Committee established by the Community Council shall be composed exclusively of Community Council representatives. The rights and composition of any Executive Committee shall be established by the motion establishing such committee.
Any member serving on an Executive Committee or any other committee shall cease to be a member of the committee upon the occurrence of any event whereby such member ceases to be a Community Council representative.
A member wishing to resign from a committee may do so at any time upon written notice to the Community Council. Furthermore, any member of a committee may be removed, with or without cause, by a vote of the majority of the Community Council or as otherwise provided in the governance model.
The Community Council may resolve to nominate a representative to serve as an alternate to any committee member who is absent from a meeting of the committee or who has ceased to be a member of the committee.
The members of a committee may, whether or not they constitute a quorum, unanimously appoint a member of the Community Council to act in the place of a member who is absent or who has ceased to be a member of the committee.
5.8 - Place of meetings
Regular and special meetings of the Community Council and any committee are held by teleconference or other means of communication whereby all participants can hear each other at the same time.
One annual meeting of the Community Council will happen in-person, at the location of and in advance or following the annual Mautic Conference.
5.9 - Time, notice and call of meetings
Regular meetings of the Community Council shall be held within seven (7) days of the annual meeting of members and at such times thereafter as the Community Council may fix.
No notice of regular Community Council meetings shall be required but it is recommended that they are shared in advance of the date with a full agenda of what is being discussed.
Special meetings of the Community Council shall be held at such times as called by the Council, or any two (2) Community Council representatives.
Written notice of the time and place of special meetings of the Community Council shall be given to each representative at least two (2) days before the meeting.
Members of the Community Council may participate in a meeting of the Council or of any committee designated by the Council by conference telephone, internet voice conference, or similar communications medium by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.
5.10 - Action without a meeting
Any action required or permitted to be taken at a meeting of the Community Council or of any committee thereof may be taken without a meeting if all the members of the Council or committee, as the case may be, consent thereto in writing or by other electronic means, and such consent is filed with the minutes of the proceedings of the Council or committee. Such consent shall have the same effect as a unanimous vote.
5.11 - Conflicts of interest
No contract or other transaction between the Council and one or more of its representatives or between the Council and any other corporation, partnership, association or other organization in which one or more of the representatives of the corporation are directors or officers or are financially interested, shall be void or voidable solely because of such relationship or interest or solely because such representative or representatives are present at or participate in the meeting of the Council or a committee thereof which authorizes, approves or ratifies such contract or transaction or solely because their votes are counted for such purpose, if:
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The material facts as to the representative’s relationship or interest and as to the contract or transaction are disclosed or are known to the Council or committee, and the Council or committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested representatives, even though the disinterested representatives be less than a quorum; or:
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The material facts as to their relationship or interest and as to the contract or transaction are disclosed or known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such members; or:
5.12 - Limits on Co-affiliation of Representatives
No more than two (2) of the members of the Community Council may share a common affiliation as defined in Section 3.2.1. If the number of co-affiliated representatives goes above the limit due to a change in employment or a corporate acquisition, then, unless otherwise agreed between the co-affiliated members, the longest-serving member(s) of the Community Council sharing that affiliation must resign before the next meeting of the Community Council to bring the total number of co-affiliated representatives below the limit.
A person who would bring the Community Council above the limit on co-affiliation is ineligible to be seated or appointed.
For purposes of this Section, a common affiliation includes all organizations that, directly or indirectly through one or more intermediary controls, is controlled by, or is under common control with the other entities declared as affiliations by other members of the Community Council.