Regulations for the operation of the Raku Foundation

VERSION
Overview
The Executive Board
Important and Foundational Actions
Elections and voting
Other agencies
Raku Code of Conduct and Community Affairs

VERSION v 0.1.1

Overview

These Regulations are intended to regulate the activities of the governing bodies of the Raku Foundation and its members.

The Raku Community is global and so members reside in and are governed by the laws of many countries (extant law).

Article 1. Extant law

Where these Regulations cover matters already governed by extant law, the provisions of extant law shall take priority.

No part of these Regulations shall be interpreted to imply, facilitate, or encourage a member of the Raku Community to break the law of the country in which they reside.

The Executive Board

Article 2. Number of members

The Executive Board shall consist of five members.

Article 3. Officers

The Executive Board shall elect the following officers:

  • Chair
  • Secretary
  • Treasurer
  • Vice-Chair

Article 4. Chair

The Chair shall order the discussion, ensuring that each member of the Executive Board is given a reasonable chance to voice an opinion on each matter in the discussion, whilst also ensuring that no single member dominates the discussion or attempts to force a point of view on the other members.

When a discussion has reached a conclusion, the Chair shall formulate the consensus and ask the Executive Board to vote on the formulation, which is then recorded in the minutes of the meeting.

The Chair does not have a casting vote. If during a quorate meeting the vote is tied on any matter, the topic is postponed to the next meeting.

Outside of an Executive Board meeting the Chair only has the rights of a member of the Raku Community, except for those explicitly given in the Articles of Association or these Regulations.

Jointly with the Secretary the Chair shall formulate the agenda for the next meeting.

Article 5. Secretary

The Secretary is responsible for

  • keeping the minutes of the meeting; the Executive Board may delegate the taking of the minutes during a meeting to another member of the Executive Board;
  • receiving incoming correspondence of the Raku Foundation;
  • sending correspondence on behalf of the Raku Foundation, unless the Executive Board delegates specific correspondence to another member of the Executive Board or Supervisory Board;
  • following up on actions to be taken, and if the action was delegated to another person ny the Executive Board, the Secretary may enquire about progress.
  • jointly with the Chair, the Secretary shall formulate the agenda of the next meeting.

Article 6. Meetings of the Executive Board

Executive Board meetings may be held as follows:

  • in person at the head office of the Raku Foundation,
  • by a video internet meeting service, such as Jitsi,
  • by a combination of the above.
The Executive Board can decide to hold a meeting in another location or by some other process.

If a meeting is to be held online, then the location of the meeting shall include online definitions of location, such as URL, passwords, and mechanism for joining the meeting.

Article 7. Regularity of meetings

At least one meeting shall be held each calendar year.

The Executive Board should normally meet once a month, and the Executive Board shall schedule the dates and medium of the meetings at the first meeting of the Executive Board after its election.

It is not necessary to notify each member of the Executive Board about a scheduled meeting.

The Chair or Secretary of the Executive Board may call an unscheduled meeting in the event of an emergency. All the members of the Executive Board must be informed of the time and location of such an emergency meeting in a reasonable enough time to arrange to be present.

No meeting may be called in such a manner as to exclude a member of the Executive Board from the meeting.

Unless otherwise decided by the Executive Board, unscheduled meetings shall be held by Jitsi.

Article 8. Order of the meeting

The meeting shall be convened by the Chair.

The agenda of the meeting shall be read out and approved. Any member of the Executive Board may request an addition or modification of the order of the items in the agenda.

The Chair may change the order of the agenda during the meeting if the discussion so warrants it.

The minutes of the previous meeting, or a summary of the decisions made, shall be read, and if the minutes are accepted by the Executive Board to be a fair record of the decisions taken in the previous meeting, they are held to be approved.

The Chair should order the meeting so that all items on the agenda are discussed to a reasonable extent.

Article 9. Quorum

A meeting in which three or more of the Executive Board members are present shall be considered quorate.

All actions may be discussed and formulated.

Operational actions may be executed immediately.

Important or Foundational actions require additional consent as set out in the Articles of Association or these Regulations.

Meetings shall be chaired by the Chair of the Executive Board; in their absence the meeting itself shall appoint its chair.

Minutes of the proceedings of the meeting shall be taken by the secretary or by one of the other persons present. The minutes shall be adopted by a simple majority of votes of the Executive Board and signed by those who have acted as Chair and secretary of the meeting.

Every member of the Executive Board is entitled to cast one vote. In so far as these articles of association do not prescribe a larger majority, all Executive Board resolutions shall be adopted by a simple majority of the votes legitimately cast.

All votes in meetings shall be cast orally, unless one of the members of the Executive Board requests an anonymised ballot. If the meeting is in person, ballots will be cast. If the meeting is online, the members in the meeting shall change there online designation to ‘member’, the response to the question of the ballot shall be created in a chat post, but not sent. When the Chair has ensured everyone prepared a ballot, all members shall send their chat post. The responses will then by anonymised and visible to all members of the meeting.

A blank ballot or a chat post of ‘abstain’ are permitted. However, since a majority of the members in a meeting are required for a decision to pass, abstaining or a blank ballot is equivalent to a vote against the proposal.

Article 10. Minutes and actions

A record of the meetings of the Executive Board shall be made by the Secretary or a person delegated by the Executive Board to do so.

All actions by default are left to the Secretary to be executed or taken; the Executive Board may decide to delegate an action to another member of the Executive Board.

In the event that circumstances change between the formulation of an Action and the time when the Action is to be executed, and the Action needs to be executed in a timely manner, the Chair and the Secretary shall decide how to proceed, and to report the matter at the next meeting of the Executive Board.

In the event of a minute being found to be ambiguous, the Secretary, in consultation with the Chair shall decide how the minute is to be interpretted, and their conclusion shall be reported at the next Executive Board meeting.

Important and Foundational Actions

An action formulated by the Executive Board, or any member of Raku Community, as provided by the Articles of Association or these Regulations may have an effect that is considered Important or Foundational. Important and Foundational Actions require the consent of one or both of the Supervisory Board and Raku Community, as set out in the Articles of Association.

Article 11. Consent procedure

Any action, whether formulated by the Executive Board or any member of the Raku Community, must first obtain the consent of a majority of the members of the Executive Board, not just a majority of the members present in a quorate meeting of the Executive Board.

In the event that an Action requires re-formulation in order to gain the consent of the Executive Board, the Executive Board shall change the formulation in order to obtain consent.

When the consent of the Executive Board has been obtained, the fact shall be minuted during a quorate meeting of the Executive Board.

When an action has the consent of the Executive Board and consent is required from the Supervisory Board, the Secretary of the Executive Board shall send an email to each member of the Supervisory Board giving the formulation of the Action, and setting a deadline for a positive or negative response.

The responses received by the deadline shall be counted at the next convenient time.

When an action requires the consent of the Supervisory Board and the consent of the Raku Community as set out in the Articles of Association, the consent of the Supervisory Board if first required. Then the consent of the Raku Community is sought.

To obtain the consent of the Raku Community, the Secretary shall email all the members of the Raku Community, set a deadline, and count the responses.

Consent is granted if

• the number of responses matches the response threshhold set out in the Articles of Assocciation, AND
• a majority of the responses are favourable.
If consent is not given, the Executive Board may modify the formulation of the Action and repeat the process.

The deadlines set for consent to an Action shall be no less than seven days.

Elections and voting

Voting occurs for the election of the Executive Board and when seeking consent for Foundational and Important Actions.

Article 12. Tellers

When preparing for an election or consent request, the Executive Board shall appoint no fewer than two tellers.

The tellers are members of the Raku Community who are judged by the Executive Board to be honest and trustworthy.

Tellers may not divulge to anyone the contents of any ballot in a manner that may show in any way how a voter recorded their choice, unless compelled by the laws of the Netherlands to do so.

Article 13. Ballot requirements

Votes may only be cast by sending one ballot per voter by email to the Collection address.

The Executive Board may provide for additional security arrangements to ensure that a voter may only cast one vote, and so that the ballot is anonymised.

Article 14. Collection address

When sending out the email requesting a vote, the Executive Board through its Secretary shall include in the email the email address to which votes shall be sent.

Access to the Collection address shall only be granted to the tellers.

Article 15. Counting of votes

Unless otherwise provided for by the Executive Board, the tellers shall compare the sender of a ballot to the list of voters, and duplicate valid ballots from one voter shall be eliminated, with the first valid ballot received at the email address taking priority over subsequent ballots.

The tellers shall to the extent possible ensure that the votes recorded in a ballot shall not associated with the name or identity of the voter.

Article 16. Random choice

As provided for by the Articles of Association and these Regulations, tie votes shall be resolved by a random procedure, as follows:

  • The candidates in the group of candidates with the same number of votes shall be listed.
  • The number of candidates needing to be chosen shall be defined.
  • For each candidate an biased 6-faced die shall be thrown, and the number on the upper face shall be recorded as the score for the candidate,
  • The candidate with the highest score, or highest scores if more than one candidate needs to be chosen, shall be chosen.
  • In the event the scores for two or more candidates are the same, the die shall be tossed again until an unambiguous set of scores is obtained.

Other agencies

Article 17. Definition

The Executive Board shall set up any agency, task force, or committee (“Agency”) as the Executive Board deems to be required to maintain the efficient functioning of the Raku Foundation.

The Executive Board shall set the number of members of the Agency, the scope of its work and authority, the period in which it shall function, and all other attributes it will need to function.

Article 18. Community Affairs Team

The Executive Board shall name the members of the Raku Community Affairs Team as soon as possible after the election of the Executive Board.

The Raku Community Affairs Team shall operate as set out in these Regulations.

Raku Code of Conduct and Community Affairs

The Raku community is committed to providing a welcoming, inclusive, safe, and enjoyable environment for everyone. In fact, we have a term for a “welcoming, inclusive, safe, and enjoyable for all”: we say that the Raku community should be “optimized for fun” – or, in short form, “-Ofun”. Using that terminology, we are committed to ensuring that the Raku community is -Ofun for everyone, regardless of level of experience, gender identity and expression, sexual orientation, disability, neurodiversity, personal appearance, body size, race, ethnicity, age, religion, nationality, or other similar characteristic.

Many people have eloquently described the -Ofun community culture to which we aspire.

Article 19. Raku Code of Conduct

The Raku Foundation adopts the Raku Code of Conduct set out in a separate document called the Raku Code of Conduct. This document provides a short, readable list of unacceptable behaviors to ensure all members of the Raku Foundation are on the same page about the ground rules in our particular community.

Article 20. Raku Code of Conduct amendment

The Raku Code of Conduct may only be amended by the effect of an Important Action.

Article 21. Raku Community Affairs Team activity

The Raku Community Affairs Team shall manage incidents of reported breaches of the Raku Code of Conduct according to the Community Affairs Guide, which is a separate document.

Article 22. Community Affairs Guide amendment

The Community Affairs Guide may only be amended by the effect of an Important Action.

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