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Governing Board: Bylaws & Expectations

This document contains the detailed rules and expectations for the operation of the Matrix Governing Board, including membership, meetings, elections, roles, responsibilities, and behavioral standards. All content must be consistent with the Terms of Reference (TOR).

🔗1. Board Structure & Mandate

The Governing Board is made up of members elected by the community. As a collective, board members have the following rights and responsibilities:

🔗2. Voting

The rules and procedures for voting by the Governing Board are governed by the Terms of Reference (TOR) of the Matrix.org Foundation. Please refer to the TOR for the current, authoritative rules on voting, quorum, and decision-making processes for the Board.

Current Practice: For day-to-day decisions, the Board typically uses a simple majority (for example, 11 out of 20 for the full Board), or whatever majority is required in committees, which may have variable membership sizes. This practice is for clarity and convenience, but the TOR remains the authoritative source.

This section will be revisited and expanded in future drafts, ensuring full alignment with the TOR.

🔗3. Board Member Expectations

The Governing Board is not a vanity board, but a working board, and members stand for election being aware that they will have work to do. Board members are expected to:

🔗4. Committees

🔗How Committees Work

Given the size of the Governing Board, most of the actual working of the board will take place through committees. Committees usually chair Working Groups, which are open to broader community participation.

Committees are the primary working units of the Board. Board members are expected to participate in Committees, which consist of three or more members and must have a Chair and a Vice Chair. Upon creation, each Committee selects a provisional Chair, creates a charter, and establishes a meeting or discussion cadence/process. New Committees are expected to be infrequent, and proposed by at least 3 Board members. Proposals for new Committees must include an initial draft charter and be presented in the Board Discussions forum; a simple majority vote of the Board is sufficient to create a Committee.

Committees are primarily composed of Governing Board members (with rare exceptions). Their main role is to coordinate and provide strategic oversight for their respective Working Groups, rather than carry out work directly. Committees should focus on enabling, supporting, and reporting on the activities of their Working Groups, which are open to broader community participation. Direct execution of tasks by committees should be the exception, not the norm.

Committees are required to take notes in meetings and strive to make their work public where possible, for transparency and accountability. Members of the Trust & Safety committee (and potentially other committees handling sensitive information) must sign an NDA with the Matrix.org Foundation to meet compliance obligations.

Each Committee should maintain a dedicated Matrix room and Discourse category for communication, documentation, and voting.

🔗Proposing New Committees

For the detailed process of proposing and creating new committees, please refer to the 'Committee Creation Process' section in Processes.

🔗Committee Chair and Vice Chair Expectations

Committee chairs are facilitators, their job is to enable the Committee to keep moving, work with Sponsors on Working Groups, and recommend reports to the Board and the Foundation. Chairs are expected to:

🔗5. Working Groups

🔗How Working Groups Work

Working Groups are the life of the Board – most of the work gets done here. They convene, organize, and formally recognize ongoing work that supports the Matrix ecosystem. They are sponsored and overseen by a Governing Board Committee. Anyone in good standing may participate in a Working Group. Membership is expected to ebb and flow; what matters is clarity of purpose (the Charter), progress (meeting minutes), and outstanding tasks.

Working Groups must have at least three members initially. Upon creation, each Working Group selects a provisional Chair, creates a charter, and sets up a meeting or discussion cadence/process. Working Groups belong to one Committee, but may work closely with several Committees.

Working Groups must have a dedicated public Matrix room (which will be listed on the Working Groups webpage and the Working Groups Matrix space) and have access to a Discourse category for communication with the Board, documentation, and voting. In order to ensure transparency and accountability, Working Groups should take notes in meetings and generally do their best to make their work public where possible.

🔗Proposing New Working Groups

For the detailed process of proposing and creating new Working Groups, please refer to the 'Working Group Creation Process' section in Processes.

🔗Working Group Sponsors Expectations

Sponsors provide a liaison role between the Working Group and the Board, channeling output to the Board. Sponsors are thus expected to:

🔗Working Group Member Expectations

Working Group membership is expected to ebb and flow, and is not a formal thing. The community will naturally have various people interested in different topics. What matters is that the Working Group is clear on its purpose (the Charter), its progress (the meeting minutes), and its outstanding tasks. This will allow prospective members to contribute.

Some Working Groups will need a more formal membership process, because of the access or responsibilities they deal with. It is acceptable for the Working Group to define this for themselves, providing:

  1. They document the process (ideally publicly on their Working Group website page on matrix.org, but at least for the Board).
  2. The process does not loosen the existing restrictions on participating with the Foundation in general (i.e. members should be in good standing and aim to improve Matrix as a whole).

🔗Working Group Chairs and Vice Chairs Expectations

The role of (Vice) Chair in a Working Group is not expected to be onerous. The Board Sponsor will help with necessary process-related work such as reporting to the Committee Chair, and (if needed) drafting minutes. Most work in a Working Group is consensus driven, and in any case voting is difficult because of the fluid nature of the membership.

Where a consensus cannot be reached, the Chair can ask the Board Sponsor to help resolve the issue - likely by asking the Committee to decide on the direction needed.

🔗6. Chair & Vice Chair of the Governing Board

The Chair of the Governing Board is a facilitator, and the Vice Chair is someone who can support the Chair as well as stand in for them when needed. Facilitation includes running meetings, helping to assemble agendas and gather meeting materials, and coordinating with committee chairs.

Critically, the Chair has a role in setting the tone of discussions and ensuring that the Board moves forward and serves as an effective Governing Board. This can include time keeping, reminding members of policies, helping maintain perspective and avoid unproductive ruts and bikeshedding, and sometimes privately reaching out to individuals to help them be more effective participants. Ideally, the Chair also has an eye on leadership development and succession planning, to ensure operational continuity.

One needn’t have been a Chair previously in order to be qualified for the role, but one should strive for these qualities:

Vice Chairs (of the Board and of Committees) are able to act in the stead of the Chair whenever the Chair is not available (ideally with notice and permission from the Chair). In the event that a Chair is not re-elected (or steps down), the Vice Chair is likely the best candidate to be named as the new Chair, as they will have been working closely with the Chair and will have a good understanding of the Board's processes and procedures, and the work the Chair was overseeing. It is recommended that Chairs and Vice Chairs communicate closely and regularly.

🔗7. Reporting Structure

🔗Board Reporting

🔗Committee Reporting

These are minimum requirements - committees are encouraged to find their own cadence and report out more frequently if possible.

🔗Working Group Reporting

These are minimum requirements - working groups are encouraged to find their own cadence and report out more frequently if possible.

🔗8. Officer Elections

We will hold elections once a year as per the Terms of Reference (TOR) of the Matrix.org Foundation. At present, there are no defined term limits within the Board, provided a member gets re-elected.