Governance

Governance

Governance overview

The Foundation operates according to two separate but related governance structures and strives for transparency, neutrality and meritocracy in both.

  • The corporate governance structure consists of the board of directors and the Foundation’s management team, and oversees the activities of the Foundation's team, the membership (including qualifications and benefits), and the approval of new Foundation programs.
  • The community governance structure consists of the program management committees that operate individual foundation programs. 
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Corporate Governance

The Foundation’s corporate governance is defined by our bylaws and the other policies below:

Bylaws

Operating rules of the Foundation

Member Policies

Qualifications for and rights of membership tiers

Member IP Policy

Rules governing the Foundation’s use of Member IP

Membership Agreement

Agreement between each member and the Foundation

Certificate of Incorporation

FINOS charter under Delaware corporate law

Contributor License Agreements

Corporate

Individual

Antitrust Policy

Policy ensuring that the Foundation's  work is not deemed to be anticompetitive

Conflicts of Interest Policy

Policy for disclosure and resolution of conflicts of interest

This section describes the key roles and responsibilities defined by these policies.

Board of Directors

The board of directors sets the high-level direction and policies of the Foundation, including membership and program governance policies. It also approves new programs and the budget, as well as provides guidance to the Foundation’s management. The board meets in-person quarterly and as-needed by teleconference. The full authority and responsibilities of the board can be found in Section 4 of our Bylaws.

Composition

The board of directors is elected or appointed according to the following rules, as set out in the Foundation's Bylaws (§4.3) and Member Policies:

  • Platinum Directors (max. 17). Each Platinum Member may appoint a single director.
  • Gold Directors (max. 5). The Gold Members nominate and elect (as a class) the Gold Directors.
  • Silver Director (max. 1). The Silver Members nominate and elect (as a class) the Silver Director, once at least 10 Silver Members have joined the Foundation.
  • The Foundation's Executive Director

Governance

The Board of Directors is led by a chairperson and vice-chairperson. The chairs work closely with the Foundation's Executive Director and the board to prepare the agendas for board meetings, manage executive sessions of the board, and assist the Executive Director with member development.

FINOS Management

The Foundation is operated day-to-day by the Foundation staff, led by our Executive Director, who also serves on the board. The staff is responsible for interfacing with our members, facilitating the work of FINOS community programs, providing member services like our Member Success initiative, organizing and marketing Foundation events and program-related announcements, and more.

Meet the FINOS team here.

Community Governance

The Foundation’s collaborative community work is organized into programs. Programs may be focused on a general area of interest to members, such as desktop application interoperability (e.g., FDC3 program), or on a specific technology, such as in the Symphony program. Each new program must be proposed by a Foundation member and approved by the board of directors.

The governance of community activity is defined by the following policies:

Program Governance Policy

The board-approved policy setting forth the requirements for proposing and operating programs.

Standard Program Operations Policy

The Foundation’s template policy defining how an individual program is governed by its participants. Every program’s POP must be based on this template.

This section describes the key roles and responsibilities defined by these policies.

Program Governance Policy

Program proposals must be consistent with the requirements set out by the board in the program governance policy. Programs must also be operated according to those requirements.

Program Operations Policies

When a new program is proposed, the proposal must include a program operations policy describing how the program will be governed by its participants. Among other things, the program pperations policy defines how the program’s governing body, the Program Management Committee, is elected (or appointed) and makes decisions. Program operations policies must meet the criteria set out by the board in the program governance policy and are based on the standard program operations policy provided by the Foundation.

Program Management Committees

By default, FINOS Programs are managed by a Program Management Committee (PMC) composed of the heads of the program’s project and working groups. Programs need not establish a whole program management committee, but they must identify a PMC lead to serve as the program’s primary point of contact with the Foundation and the board’s program liaison.