Governance

The Nura project is constituted under a Belgian non-profit association, the NURA PROJECT ASBL. However, the governance of the project is broader than just the legal entity. Therefore, This chapter describes how decisions are made in Nura, and the structure of groups and teams who make them.

For more details about the legal entity, you can have a look at the statutes.

Making decisions

As any FOSS project, most day-to-day decisions are taken by those people responsible for whatever is being changed: device maintainers approve changes to their devices, designers take care of artwork decisions, infra changes are reviewed by the infra team, etc. Those decisions are governed by team and merge rules specific to each component of the project.

However, there are decisions where all members of the Association should have a say. Some examples are: the approval of the yearly budget, changing the mission statement, or making big changes to the Code of Conduct. Those decisions have a greater impact on everybody, and follow a stricter process. These are project-wide decisions.

Project-wide decisions

Project-wide decisions are decisions taken by the membership, collectively described as the Assembly.

A decision needs to be taken by the Assembly instead of by the relevant maintainers only if it is documented as such in the corresponding process.

Project-wide decisions are democratic in nature, following the rule: one person, one vote. Two processes are planned depending on the nature of the decision.

Syncronous voting during a general assembly

Per art. 14 of our statutes, the following type of decisions need to be done syncronously within the context of a general assembly:

• the modification of the statutes;

• the appointment and dismissal of Board Directors and setting their remuneration in cases where remuneration is allocated to them;

• the appointment and dismissal of the auditor and fixing her/his remuneration;

• the admission and the exclusion of a full member;

• the approval of the annual accounts and the budget;

• granting discharge [exoneration] to the Board Directors and the auditor, as well as, where applicable, starting legal action by the Association’s against the Board Directors and auditors;

• making or accepting gratuitous universality contribution [a transfer of the entire assets and liabilities];

• the transformation of the ASBL into an AISBL or a cooperative society registered as a social enterprise or a cooperative social enterprise;

• the dissolution of the Association;

• all other cases where the law or the statutes so require.

These decisions:

• Require a 25%[1] quorum;

• Require a majority of positive votes to pass of those present.

There is at least one general assembly per year. This generally occurs in September. At all times, per art 15.2, an extraordinary general assembly can be called if endorsed by one-fifth of the membership.

General assemblies require that:

• All members must be convened by email at least 15 days before the assembly;

• The convocation mentions the day, time and place of the general assembly;

• The agenda is attached to the convocation notice;

• Any proposal endorsed by 5% of the Assembly must be placed on the agenda;

• Documents being voted on need to be made available to the membership.

The Véronneau code of procedures is used to facilitate deliberations during general assemblies.

All decisions adopted during a general assembly are immediately applicable.

Asyncronous voting online

All other types of project-wide decisions can be done asyncronously by voting online.

By default, these decisions:

• Require a 25% quorum;

• Are not anonymous by default, though some circumstances (e.g. accepting new members) may require anonymous voting;

• Require the endorsement of 10% of the Assembly before being put to vote;

• Should have been available for all Assembly members and discussed in a team meeting before being put to a vote;

• Should be open for voting for 1 week;

• Require a majority of positive votes to pass.

Specific processes or decisions might modify the previous conditions.

Currently, the voting is done using the polls project, or Nextcloud Forms when missing features are required. However, the voting platforms are not relevant for this document and might be changed at any time.

All decisions pertaining to internal regulations adopted asyncronously will need to be ratified[2] by the board before they become legally applicable. Ratification is automatic if all board members participate in the vote, and vote YES or ABSTAIN. In cases where a board member votes NO, board members are convened to the next team meeting to explain the dissention and / or override the dissention. If there is lack of participation by all board members, the decision can be ratified at the next board meeting where majority rules. The project-wide decision is then kept in the register of minutes of the Board.

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[1]

Although it might seem low, it is common in volunteer non-profits that not everybody is involved. A higher quorum risks making it impossible to make decisions. If some processes are deemed critical, the quorum can be adjusted up for those situations.

[2]

Per art.41 of our statutes, creation of internal regulations is a competency of the board. There is work on integrating the asyncronous decision process in the statutes so that the board has no more say than the rest of membership. The ratification is automatic in cases outlined previously by using Art. 32, thus considering board participation in a project-wide decision as decision-making in writing.