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Statute of Inexas

0. Validity

This document is valid from 30 April 2015.

1. Name, Legal base

Inexas operates as a not-for-profit cooperative.

Inexas is wholly owned by Processwide AG established with legal domicile in Zürich and according to ZGB (Civil Law of Switzerland).

2. Goal

Inexas is a cooperative of experts that develops, markets and supports open source business software.

3. Modular structure

3.1 Tree of modules

Inexas is structured as a number of distinct modules organized in a tree hierarchy. A single module: 'M-Inexas' is located at the root. All modules have zero or more child modules and a single parent module with the sole exception of the root module which has no parent.

New modules may be added, existing modules may be split, combined or retired as appropriate.

3.2 Module definition

A module is a business unit that provides a specific set of deliverables intended for Inexas' customers, internal use, or both.

A deliverable is either an application, software library or business service. A business application is a software component that can be used directly to support some business activity. A software library is a unit of software that can be used to develop applications and/or other software libraries. Business services are business processes that are performed by the members of the module on behalf of customers of other modules.

3.4 Management

Modules are wholly managed by its contributors in accordance to this statute.

Modules have a manager that is elected by its contributors. The manager is responsible for the administration of the module but otherwise has no other special powers. A manager need not otherwise be a contributor to the module. Managers may resign and replacement managers may be elected at any time.

3.5 Manifesto and contribution database

Each module has a manifesto which is a document that describes the module's purpose, relationships to its parent and child modules, internal structure, and operating procedures.

The manifesto is produced by the contributors and published on Inexas' website when the module is first created. The manifesto is subsequently maintained by the manager. Changes to the manifesto must be ratified by at least two thirds of the voice at a monthly module meeting and are enacted at the first day of the month following the meeting.

The manifesto contains at least the following:

    • Name: The module's name.
    • Purpose: A general statement describing the goals of the module.
    • Orientation: The name of the parent module and list of child modules.
    • Supplementary policies and operating procedures: The module may also include a set of policies and/or operating procedures which are supplementary to this statute and must be observed by the members of the module.

In addition to the manifesto records of contributions must be maintained by the module in a database provided by Inexas. The database contains two types of records called deliverable and contribution records.

Deliverable records contain:

    • Name: Deliverable name
    • Conditions of use: A definition of the conditions used to determine whether the deliverable is being used or not.

Contribution records contain:

    • Deliverable: The identity of the deliverable for which the contribution is made
    • Contributor: The identity of the person making the contribution.
    • Function: A description of the function of the contribution.
    • Share allocation: The number of shares currently allocated to the contribution.

A full history of changes to the manifesto and contribution database is retained.

3.6 Monthly module meeting

A monthly module meeting is held within seven days of the end of each calendar month. Meetings are organized and chaired by the module manager.

 The meeting is the forum used to discuss and agree items that affect the administration of the module including:

    • Changes to the manifesto.
    • Election of the module manager.
    • Changes to contributions.
    • Distribution of shares.

The meeting is open only to all who have contributions accepted in the module active or not. Potential contributors, the manager of the parent module, managers of child modules and potential child modules, must find a contributor-sponsor to have their interests represented in the meeting.

Due to the nature of Inexas meetings will mostly be virtual and using available collaboration tools. Such tools must support at least voice and preferably video too. Meetings are held in English.

A document called the meeting protocol is used to support the meeting. The protocol serves as a notification that the meeting is to take place and contains an agenda which is annotated with meeting minutes once the meeting takes place. The manager publishes the protocol on the website two days before the meeting. Contributors may request items to be added in the period leading up to the meeting. Meeting minutes are added to the protocol within 24 hours of the end of the meeting.

Decisions are made on the basis of votes cast by attendees of the meeting that have active contributions in the module. Votes are weighted according to the contributor's current share allocation. Generally decisions require more than 50% of the voice the exceptions being changes to manifestos and the statute which require two thirds of the voice.

3.7 Module membership

Any person that has a contribution in a module is a contributor of that module. Module managers, by virtue of their contribution of administrative work are also contributors. 

A person wishing to resign her or his membership from a module may do so in writing or digitally signed email addressed to the module manager. The resigning person loses all membership rights and share allocations at the end of the month. Contributions revert to common ownership.

The death of a member has the same effect as a resignation.

The active contributors of a module or of M-Inexas can expel a member from a module if the member acts against the interests of Inexas. Share allocations for contributions are honoured for the purposes of revenue distribution but the person in question is not allowed to vote and is excluded from all further interaction with Inexas.

Contributions from members that 'lose contact' with Inexas revert to common ownership after a period of twelve months. A member loses contact when s/he fails to respond to emails from Inexas or does not make a valid email address available to Inexas.

4. The contribution process

Contributions may take the form of part or all of a deliverable or even a complete module. Contributions may be incorporation before they complete or ready to be activated.

Prerequisites: Preparation for submission to Inexas.

    • The contributor must find a module that is willing to accept the contribution.
    • The contributor must provide a list of the contributors and the preliminary share allocation. All contributors:
      • Must be legally capable of transferring full ownership of existing work to Inexas.
      • Must sign the terms and conditions agreement agreeing transfer of ownership for existing and future artifacts assets relating to the component transferred but retaining responsibility for copyright and other intellectual property right infringements.
    • The contributor must provide and agree "conditions of use".

Incorporation: Acceptance by the (parent) module of the contribution.

    • The contribution must be presented by a sponsor that is an existing contributor of the parent module.
    • An initial share allocation must be agreed.
    • Contributors vote to accept the contribution.
    • On acceptance the contribution is entered in the contribution database and the manifesto changed if necessary.
    • Ownership of the contribution is transferred to Inexas.

At this time the contribution is incorporated but not active. Ownership can revert to the contributor(s) if they so request provided this facility has not been overridden as part of the agreement; this will happen if a contribution requires significant effort to integrate with existing resources. In the event that ownership is recovered then all records for this contribution will be struck from the database.

Publication: The contribution is made available for use.

    • The manifesto, contribution database and other supporting materials must be up-to-date.
    • The contribution must meet any quality controls required by the adopting module.

Activation:

    • Conditions of use must be satisfied.

 

When the conditions for use are met the contribution becomes 'active' and ownership is permanently transferred to Inexas.

4.1 Common ownership

Contributions donated to Inexas, or from deceased contributors is said to be in common ownership and is not eligible for share allocation. Updates, fixes, documentation or other work needed to maintain contributions in common ownership is eligible. 

5. Revenue distribution

Inexas charges its clients for the software and services it provides. As a not-for-profit organization, Inexas passes earnings: that is total revenue for its business activities less authorised expenses, directly to eligible contributors according to relative value of their contribution. The procedure used to distribute earnings is called 'the share'. The share is carried out at the end of each calendar month and represents the state for that month. The process involves two steps: the distribution of shares and secondly the distribution of earnings.

5.1 Distribution of shares

When the module is first created an arbitrary amount of shares is associated with the module. These shares are then distributed in two steps. First the modules shares are distributed between the the components and child modules according to their relative value. In the second step the shares assigned to each component are further distributed to the component's functions. The amount allocated to each entity is documented and agreed by the committee.

There are three cases when the distribution of shares will be revised:

    1. A new function or child module is added: In this case an estimate of the value of the new entity is made relative to existing entities and new shares are created and assigned to it.
    2. An existing function or child module is removed: The shares assigned to the entity in question are simply deleted.
    3. The assessment of the worth of the existing structure changes: In this case the module's shares  must be redistributed to reflect the new relative worth.

Shares allocated for functions that do not meet the conditions of use agreed for that function are discounted. The remaining share allocations represent the number of votes and the proportional of the module's earnings that the contributor should receive.

5.3 Earnings distribution

Earnings is allocated to the root module: M-Inexas and is apportioned according to its share allocation. Earnings due to child modules trickles down recursively.

Expenses cover items needed by Inexas which are necessary but have not been contributed. Expenses must be agreed by the M-Inexas committee prior to purchase.

Payments due to contributors of USD 100.00 or over are made within seven working days of the end of the month. Payments less that USD100.00 will be accumulated in an account on behalf of the contributor. In the event of a death or the resignation of a contributor, outstanding payments will be cleared at the end of the month.

6. Poison pill clause

In the event that ownership or control of Inexas or its assets, individually or in their entirety are transferred to an organization other than a not-for-profit software cooperative outlined in this statute the copyright of the assets in question shall pass into the public domain. 

7. Changes to this statute

The root module: M-Inexas, is responsible for the content of this statute.

Changes to the statute must be agreed to by not less than two thirds of the voice of the M-Inexas committee. Changes will come into effect after a two-month cooling off period following agreement to the changes unless otherwise required by law during which time the changes may be revoked again by two thirds vote. 

No changes shall be made to the original 'spirit' of the "Poison pill clause".

 

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