🔷Organization Statute
Version 1.0 | This Statute was approved on 01 April 2022.
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Introduction
Definitions
This document employs terms related to the DCDR Advocacy that can be found in the TIOF terminology.
About this document
This document, hereinafter the Statute, sets out the articles that regulate the internal functioning of The IO Foundation, hereinafter the Organization. You should familiarize yourself with it and comply with it at all times. Any questions you may have with regard to its contents or what you have to do to comply with it should be referred to your corresponding Team Human Resources Manager.
Any Member who breaches this Statute will face disciplinary action, which could result in dismissal for gross misconduct. Any non-employee who breaches this Statute may have their contract (or equivalent official relationship with TIOF) terminated with immediate effect.
This document does not form part of any Engagement Document and we be amended at any time following the procedures described hereinafter.
Scope
This document directly applies to:
All TIOF Members
This document indirectly applies to:
The articles set out in this document apply to all TIOF Members unless otherwise indicated. They therefore apply to Members of the Boards (Directors, Advisers, Consultants), Employees, Volunteers and Interns; this is irrespective of their engagement type. They equally apply to all Contributors and may be used as part of the selection criteria when engaging with them.
1. Statute Details
1.1 TIOF mandates
The IO Foundation (TIOF) functions by respecting a number of mandates that guide how it implements its mission. These mandates are described across a number of documents and must always comply with the applicable jurisdictions in which TIOF operates.
The relevant documents that define mandates are:
Memorandum of Association
Articles of Association
Organization Statute (this document)
Policies
1.2 Overwrite flow
This Statute and the articles herein stated, apply in the following overwrite flow in order to inform the mandates by which The IO Foundation functions:
Memorandum of Association
Articles of Association
Organization Statute (this document)
Policies
Lifecycle documentation
Supporting diagrams
Whenever an article in this Statue requires further description, it will provide a link to the corresponding Policy (or any other document) where the particulars are detailed.
As a result of the above precedence flow:
This document supersedes
any areas that are not specifically defined in the registered Articles of Association
any articles that are specifically named
Policies will elaborate on details for each specific topic
Policies cannot overwrite mandates
This Statue is also designed so that it can serve as reference for other Tech NGOs, in the spirit of the CrowdShape initiative.
If you like it, feel free to share it.
1.3 Other considerations
The Organization will make the necessary to document, inform and provide with all the necessary tools to the corresponding Members for all the provisions described in this Statue, such as:
Calendars for
Meeting Dates
Deadlines
2. Revision processes
As mandates require to adapt to new realities, mechanisms for their update need be set in place.
2.1 Applicable documents
The documents that can be subject to revision are:
Articles of Association
Organization Statue (this document)
Policies
Lifecycle documentation
Agreements
Media Kit
The Memorandum of Association does not allow for revisions as it is a foundational document linked to the process of legally registering TIOF.
Any necessary revisions can be stated in either the Articles of Association or the Organization Statute, superseding its clauses.
The following documents do not require to undergo a strict revision process and can be updated on-the-go as needed by their corresponding Team:
Handbooks
Templates
Productions
Org Chart
In order to keep the organization as flexible as possible, the following methods of revision are available:
2.2 Regular revision
Regular revisions happen once a year during the Annual Meeting. A dedicated section of the meeting is to be allocated for it.
When: Annual Meeting - Once a year
Requested by: Any TIOF Member
Quorum: As per Annual Meeting regulations
Approval:
New revisions: 50% +1 of the participants
Contested Continuous revisions: 50% +1 of the participants
Non contested Continuous revisions: Automatic
Validity: Indefinite unless requested for change.
To simplify and consolidate revision processes, it is encouraged to use the Regular revision process.
2.3 Continuous revision
To allow for fast adaptation in case of need, and in the spirit of the CI/CD practice, a mechanism to propose and approve revisions outside of the Regular method, is available.
While revisions through this method are immediately valid and implementable, their final approval will need to be confirmed in the following #regular-revision.
When: Any time
Requested by: Any TIOF Member
Quorum: 50% +1 of the Team who raised the revision
Approval: 50% +1 of the Global Management
Validity: Temporary until next Annual Meeting via #regular-revision
3. Direct overwrites
The following articles are overwritten by this Statue:
3.1 Memorandum of Association
The following are overwritten articles for the Memorandum of Association.
Article 2
The seat of the non-profit association is Riga 128, 50411 Tartu, Estonia city / municipality
Overwrite The seat of the non-profit association is Rataskaevu tn 2 Kesklinna linnaosa, 10123 Tallinn, Harju maakond, Estonia. Any subsequent address changes shall be reflected in this overwritten article and propagated in all necessary official and required channels.
Article 3
The purpose of the non-profit association is "To respect, protect and provide solutions for Digital Rights and promote the creation of a Universal Declaration of Digital Rights (UDDR).
Overwrite The purpose of the non-profit association is "To promote, protect and provide solutions for Data-Centric Digital Rights, support programmers in their role as NextGen Rights Defenders and promote the creation of a Universal Declaration of Digital Rights (UDDR).". Any subsequent purpose changes needs is to be reflected in the Articles of Association - Article 2.
Article 5
The founders shall appoint the following as a member(s) of the board of a non-profit association
Append The Board of Directors will be managed as indicated in the Organization Statue.
3.2 Articles of Association
Article 2
The purpose of the Association is to promote, protect, develop and enhance Data-Centric Digital Rights.
Overwrite The purpose of the non-profit association is "To promote, protect and provide solutions for Data-Centric Digital Rights, support programmers in their role as NextGen Rights Defenders and promote the creation of a Universal Declaration of Digital Rights (UDDR).". Any subsequent purpose changes needs to strictly reflect the DCDR advocacy and shall be reflected in this overwritten article and propagated in all necessary official and required channels.
Article 9
One to three members shall be elected to the board of the association for a term of five years.
Overwrite The Board of Directors will be managed as stipulated in the Organization Statue.
Article 10
Upon termination of the activities of the Association, the remaining assets shall be transferred non-profit associations and foundations and religious associations with income tax relief a similar organization or public to a legal person.
Overwrite Upon termination of the activities of the Association, the remaining assets shall be transferred non-profit associations following the mandate stipulated in the Organization Statue.
4. Advocacy
The following articles are core to The IO Foundation and are to be reflected in
TIOF's Code of Conduct
TIOF's policies
TIOF's operations
TIOF's Comms materials
TIOF's official and other required channels
4.1 Mission
The organization's Mission is To promote, protect and provide solutions for Data-Centric Digital Rights.
Except for minor language changes, this Mission shall not be updated.
4.2 Vision
The organization's Vision is A world where Human Rights and Data-Centric Digital Rights are one and the same.
Except for minor language changes, this Vision shall not be updated.
4.3 Ethos
The IO Foundation was created in the pursuit of creating better and safer digital societies. In order to materialize its Vision, TIOF shall act under the following ethos:
Objective truth
Scientific method
Enlightenment values
Non-discrimination in any shape or form
Respect and advancement of Human Rights
Respect and advancement of Data-Centric Digital Rights
Except to upgrade this Ethos these concepts cannot be changed.
Statement of independence
The IO Foundation unequivocally assets its status as an independent entity. The organization's strategic direction, operational decisions and governance are determined by its own internal policies, bylaws and guiding principles, without undue external influence.
4.4 Values
In order to implement its initiatives, The IO Foundation adheres to the following values:
Community
Accountability
Impact
The full definition of these Values can be found in TIOF's Media Kit.
Unless agreed by full majority during the General Meeting, these Values cannot be changed.
4.5 Theory of Change
The IO Foundation shall establish a Theory of Change that establishes:
For the organization, how it will materialize it's Vision
For each of TIOF's initiatives, how they will be implemented and their impact
Every year, each Theory of Change may be reviewed as follows
General Meeting: Indicating where it should be improved and how.
Strat Meet: Defining the actual details and implementation steps for the upcoming year.
4.6 KPIs
The IO Foundation shall establish a series of Key Performance Indicator (KPIs) to measure the progress of its Vision and its initiatives.
Every year, the KPIs shall be revisited and updated as follows:
General Meeting:
Evaluation of current year's KPIs
Updated KPIs for next year
Strat Meet:
Report of current year's KPIs
Analysis of actions to implement next year's KPIs
4.7 Activity cycles
The IO Foundation structures its activities around yearly cycles that are named Seasons.
Seasons range from 1st January to 31st December of the considered natural year.
4.8 Season Strategy
The organization will decide, organize and implement a strategy to move its advocacy forward.
The corresponding Season Strategy shall include:
List of initiatives
Yearly KPIs
Planned activities
Expected 3rd party events to attend
Financial budget projection
Resource allocation projection
5. Organization's Structure
The Organization will be structured in the most efficient manner possible.
It will have separate teams for the organization itself and for each of its initiatives.
Some TIOF members may participate in different team across the organization and/or several initiatives under different positions. The organization shall maintain a clear Org Chart to reflect its full structure at all times and publish it on its official Comms channels.
Every year, the Organization Structure shall be revisited and updated as follows:
General Meeting:
Update of the Organization Structure as per needs
Strat Meet:
Establish the necessary steps to implement any updates on the Organization Structure
5.1 Organizational Taxonomy
The Organization must keep an updated Taxonomy describing all the elements of TIOF's Organization's Structure.
The IO Foundation's Organizational Taxonomy
[TIOF] Team Documentation will be responsible to update the Organizational Taxonomy.
5.2 Organizational Chart
The IO Foundation must keep an updated Organizational Chart describing all the Boards, Teams and their relationships in TIOF's Organization's Structure.
The IO Foundation's Organizational Chart
[TIOF] Team Human Resources will be responsible to update the Org Chart.
5.3 Boards
The Organization structures its governance through a number of Boards.
5.3.1 Board of Directors
The Organization has a Board of Directors (BoD) that is the highest structure of the organization. It is composed of 5 members that will serve for a term of 2 years.
Composition
5 members
Term
2 natural years Start on date of Signature End on December of the second year
Renewal
No limit
Attributions
Drive the organization
No executive capacities
Meetings
General Meeting (1x)
BoD Status Meeting (1x)
The Board of Directors is managed by its corresponding Board Lifecycle.
See here the members of the Boards of Directors.
5.3.2 Board of Advisers
The Organization has a Board of Advisers (BoA) that advises the Global Management in order to implement the Yearly Strategy.
Composition
Unlimited members
Term
2 natural years Start on date of Signature End on December of the second year
Renewal
No limit
Attributions
Advise the organization in matters related to their areas of expertise
No executive capacities
Meetings
Strat Meeting (1x)
BoA Status Meeting (1x)
The Board of Advisers is managed by its corresponding Board Lifecycle.
See here the members of the Boards of Advisers.
5.3.3 Board of Auditors
The Organization must have a Board of Auditors comprised by external professionals, either individuals or organizations, tasked to verify its compliance with applicable legislations.
Composition
Unlimited members in areas of
Legal compliance
Financial compliance
Term
As per contract Start on date of Signature End on December of the second year
Renewal
No limit
Attributions
Audit and ensure compliance in the covered areas
No executive capacities
Meetings
On demand
New areas to be covered will be decided as needed by the Board of Directors during the General Meeting.
The Boards of Auditors are managed by its corresponding Board Lifecycle.
See here the members of the Boards of Auditors.
5.3.4 Board of Consultants
The Organization implements a number of initiatives, each of which has a Board of Consultants (BoC) that advises in areas of interest that will help it to pursue its impact.
Composition
Unlimited members
Term
2 natural years Start on date of Signature End on December of the second year
Renewal
No limit
Attributions
Advise the initiative in matters related to their areas of expertise
No executive capacities
Meetings
Strat Meeting (1x)
Initiative Status Meeting (4x)
The Boards of Consultants are managed by their corresponding Board Lifecycle.
See the corresponding initiative's documentation for the full list of members of its Board of Consultants.
5.4 Global Management
The Organization has a Global Management, which is charged with executing the mandates established by the Board of Directors and approved during the General Assembly, in accordance to the actions determined in the Strat Meet.
Composition
Chief Executive Officer or
Executive Director
Programs Manager
Finance Manager
Term
As per Engagement Document Start on date of Signature End on December of the second year
Renewal
No limit
Attributions
Execute the actions determined in the Strat Meet
Report progress to corresponding Boards and other TIOF members
Full executive capacities
Meetings
General Meeting (1x)
Strat Meeting (1x)
BoA Status Meeting (1x)
The Board of Advisers is managed by its corresponding Board Lifecycle.
See here the list of members of the Global Management.
5.5 Teams
The Organization shall structure its TIOF Members through a number of Teams.
Teams are managed by its corresponding Team Lifecycle.
See here the list of Teams and their descriptions.
5.6 Membership
The Organization does not currently have a membership structure.
6. Institutional
6.1 Official Meetings
The Organization uses meetings as a main tool to organize and monitor its activities.
6.2 Recording of Minutes
The Organization will make all the necessary to record the content of the Official Meetings and make them publicly available to the extend permitted by the applicable legislation.
Every Meeting type has its own template to ensure its proper development.
6.3 General Meeting
The Organization holds a General Meeting to guide and monitor the progress of its advocacy and Vision.
Serves to approve past year's KPIs, set the next ones and gives the direction for the next year.
Date
3rd Week of November In any case, 2 weeks before the Strat Meet.
Regularity
Annual
Notifications
1 month in advance
2 weeks in advance
1 day in advance
Materials ready
2 weeks in advance
Minutes & Mandates ready
1 week after
Mandatory Participants
Board of Directors
Global Management
Optional Participants
Board of Advisers
Board of Auditors
Guests
Any TIOF Member may be invited by the Mandatory Participants
Quorum
50% of Mandatory Participants
Approvals
50% + 1 of attendance
Attributions
Analyze results from Current Year
Plan direction and objectives for Next Year
The General Meeting is managed by its corresponding General Meeting Lifecycle.
See here the Template for the General Meeting.
6.4 Strat Meet
The Organization holds a Strat Meet to establish the concrete actions to implement and monitor the mandates established by the General Meeting for the Next Year.
Date
1st Week of November In any case, 2 weeks before the Strat Meet.
Regularity
Annual
Notifications
1 month in advance
2 weeks in advance
1 day in advance
Materials ready
2 weeks in advance
Minutes & Activities ready
2 weeks after
Mandatory Participants
Board of Directors
Global Management
Optional Participants
Board of Advisers
Board of Auditors
Guests
Any TIOF Member may be invited by the Mandatory Participants
Quorum
50% of Mandatory Participants
Approvals
50% + 1 of attendance
Attributions
Analyze results from Current Year
Plan direction and objectives for Next Year
The General Meeting is managed by its corresponding General Meeting Lifecycle.
See here the Template for the General Meeting.
NOTICE
This remaining of this Statue is a work in progress.
6.5 Status Meets
Reviews the status for an initiative or the org.
6.6 Team Meets
Coordination meetings to review the status of ongoing tasks, clear the backlog and prepare next steps.
6.7 Board of Directors Review
6.8 Board of Advisers Review
6.9 Board of Consultants Review
6.10 Code of Conduct
This document complements TIOF's Code of Conduct.
6.11 Intellectual Property
The organization is committed to publish all of its productions and internal documents, to the extend allowed by the applicable laws, under Creative Commons license.
Link to CC
Link to Media Policy / Media Handbook for Create Commons implementation.
7. Operations
7.1 Policies
To guide the organization, TIOF will establish a series of Policies describing, to the best of its abilities, the guidelines by which it will implement its mission.
Policies can be updated following the #revision-processes
7.2 Handbooks
Handbooks are the materialization of the processes established to implement the Policies.
Hanbooks can be updated
7.3 IT Infrastructure
7.3.1 ShortURL
The organization will implement
7.3.2 Website
7.3.3 Documentation
7.3.4 Project Backend
8. Dissolution
8.2 Beneficiary organizations
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