Terms of Reference for the Certified Open® Governing Council

Vision, Objectives, Scope and Deliverables

The Certified Open® Governing Council is the highest decision-making authority of the Certified Open programme. It provides guidance and oversight to the programme as a whole.

The Governing Council of Certified Open is intended to:

• Guide the development of the Certified Open framework

• Guide the development of the Certified Open franchise

• Make strategic decisions regarding the dissemination of the Certified Open programme

• Make strategic decisions regarding the expansion of the Certified Open programme

• Provide oversight for the actions of the Certified Open company or foundation

The scope of the Certified Open Governing Council is that of policy formation and review for the Certified Open programme. The policy created by the Certified Open Governing Council is implemented by the Certified Open company or foundation provided that (a) such policy does not contradict the goals and aims of the Certified Open programme and (b) such policy does not contravene the laws of the countries(s) in which it will be applied.

The Certified Open Governing Council is charged with formal meeting at least once a year (every twelve months) to review the activities of the Certified Open company or foundation and to provide strategic guidance to the Certified Open programme.

Stakeholders, Roles and Responsibilities

The Certified Open governance council is open to participation by new members through invitation, given that such invitation is agreed by the majority of the council at an officially sanctioned meeting. Participation may also by applied for without explicit invitation, and will be considered by the Governing Council at an officially sanctioned meeting.

The primary stakeholders in the Certified Open Governing Council are OpenForum Europe (hereafter OFE) and Free Software Foundation Europe (hereafter FSFE). Representatives of OFE and FSFE act as directors on the board of the Certified Open company or foundation.

OFE and FSFE act as joint-chairs of the Certified Open Governing Council and assume the responsibility of ensuring that the Governing Council meets formally at least once every year (twelve months) to review the activities of the Certified Open company or foundation and to provide strategic guidance to the Certified Open programme. OFE and FSFE are entitled to one vote each on the Governing Council, with one additional vote being available to the joint-chair to resolve any deadlocks.

Other members of the Certified Open Governing Council have equal status and equal voting rights within the Council itself. All members of the Certified Open Governing Council have the responsibility to attend any formal meetings of the council, and to ensure that any representative acting in their name has (a) the ability to make decisions on behalf of that member and (b) is fully briefed on the activities and scope of the Certified Open programme. Voting on the council is mandatory with no party reserving the right to declare a vote of abstinence.

Resources

The activities of the Certified Open Governing Council are funded by the Certified Open company or foundation with the given limitations that (a) the Certified Open company or foundation does not have an obligation to assume responsibility for costs incurred by council members, (b) the Certified Open company or foundation does not have an obligation to assume responsibility for costs incurred outside of the normal scope of formal council meetings and (c) the Certified Open company or foundation does not have an obligation to assume responsibility for costs incurred due to activities of council members in the name of Certified Open.

Membership

In addition to OFE and FSFE membership will be activelysought from the following stakeholder communities:

Free Software Community

Industry/Suppliers

Government

National Partners/Franchises

Other Partners

Individual Contributors

Initial Milestones

Quarter 4, 2007

• The establishment of the Certified Open governance council with no less than five members, including OFE and FSFE.

Quarter 1, 2008

• The first formal meeting of the Certified Open governance council, organised by OFE and FSFE.

Quarter 2, 2008

• Application of the recommendations from the Certified Open governance council to the Certified Open programme, undertaken by the board members of the Certified Open company or foundation.

Quarter 3, 2008

• An informal meeting of at least some members of the Certified Open governance council to review progress and provide informal feedback to the Certified Open company or foundation, organised by OFE and FSFE.

Quarter 4, 2008

• Preparation of a status report describing the current state of the Certified Open programme, undertaken by the board members of the Certified Open company or foundation.

Quarter 1, 2009

• The second formal meeting of the Certified Open governance council, organised by OFE and FSFE.

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