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We are holding our Governing Board elections. Find all the information on the elections page.

Governing Board: Processes

This section describes the practical procedures for decision-making, proposals, conflict resolution, transparency, and other operational matters.

🔗Committee Creation Process

Board members are encouraged to propose new committees, provided there is a clear scope and at least three interested members. Any Board member can propose a new committee in the Board Discussions forum. The proposal must include an initial draft charter, which should be defined before the committee is created. A simple majority vote of the Board is sufficient to create the committee.

🔗Working Group Creation Process

We intend for the community to be able to propose new Working Groups, as the community has many talented and knowledgeable members - but we do not wish for additional loads to be placed upon the Board without its approval, and we want to ensure that new Working Groups have some support rather than being a one-person idea.

To that end, new Working Groups can be proposed by any member of the Matrix Community. However, we expect a minimum of three members, and we require one of those three to be a Board member, a Sponsor to act as liaison with the Board and facilitate the work being done.

Therefore, those interested in creating a Working Group are encouraged to contact the Board to find a Sponsor - your constituency representatives would be a good place to look for such support to start with.

If the Sponsor Board Member agrees with the idea, they will discuss initial membership of the new Working Group and a rough draft of its potential charter with the initiator(s). Finally the Sponsor brings the proposal up with the rest of the Board for discussion.

Ultimately, if the Board approves the initial members and scope, the Working Group will be created and placed under an appropriate Committee, and will report its activities & recommendations to that Committee. Its first task would be to refine the initial rough charter, and have it ratified by the Committee.

🔗Chair Election Process

When a Chair or Vice Chair position needs to be filled, the following process applies:

  1. Notification Period: The Board shall be notified that a position needs to be filled, and nominations requested. This will generally last 1-2 weeks.
  2. Election Period: The Board / Committee will start a Discourse poll. This will be a ranked-choice vote on the nominees, with the winner taking the post (if one post is open) or the top two taking the posts (winner is Chair, 2nd is Vice Chair).

🔗Chair Re-election Process

If a Chair of a Committee or the Board is not re-elected during the election cycle (or wishes to step down), the following process shall be followed in order to ensure continuity of the Board's operations and to ensure that the outgoing Chair is able to complete all outstanding tasks and hand over to the incoming Chair. This process applies to both the Board Chair and Committee Chairs.

  1. Notification Period: The Board shall be notified of the election outcome, and the outgoing Chair shall be informed of the election result, within a week of the election result being confirmed.
  2. Transition Period: The outgoing Chair shall have four weeks to complete all outstanding tasks and hand over to the incoming Chair. During this period, the outgoing Chair shall:
    • Work with the Committee/Board to select a new Chair.
    • Ensure all ongoing work is completed, or delegated to other Board members where possible.
    • Document all relevant information and tasks to be completed.
    • Inform the Managing Director and the Guardians of any outstanding actions.
  3. Handover Meeting: The outgoing Chair shall convene a meeting with the incoming Chair and the Board Chair (or Managing Director if the Board Chair is deselected) to formally hand over the role. This meeting shall be held within the Transition Period.
  4. Board Notification: The outgoing Chair shall notify the Board of the handover meeting, and the Board shall be invited to attend.

If a Sponsor of a Working Group is not re-elected during the election cycle (or wishes to step down), the following process shall be followed in order to ensure continuity of the Working Group's operations and to ensure that the outgoing Sponsor is able to complete all outstanding tasks and hand over to the incoming Sponsor.

  1. Notification Period: The Working Group shall be notified of the election outcome, and the outgoing Sponsor shall be informed of the election result, within a week of the election result being confirmed.
  2. Transition Period: The outgoing Sponsor shall have four weeks to complete all outstanding tasks and hand over to the incoming Sponsor. During this period, the outgoing Sponsor shall:
    • Work with the Working Group to select a new Sponsor.
    • Ensure all ongoing work is completed, or delegated to other Working Group members where possible.
    • Document all relevant information and tasks to be completed.
    • Inform the Managing Director and the Guardians of any outstanding actions.
  3. Handover Meeting: The outgoing Sponsor shall convene a meeting with the incoming Sponsor and the Committee Chair to formally hand over the role. This meeting shall be held within the Transition Period.
  4. Working Group Notification: The outgoing Sponsor shall notify the Working Group of the handover meeting, and the Working Group shall be invited to attend.

🔗Board Member Removal Process

If a Board Member is not meeting the expectations of the role, the following process shall be followed to remove them from the Board:

🔗Standard Removal Process

If a Board Member is not meeting the expectations of the role, but is not actively harmful, the following process shall be followed to remove them from the Board:

  1. First Warning: The Board shall send a written warning to the underperforming Board Member, outlining the specific expectations that are not being met, and the steps that need to be taken in order to meet them. The Board shall also schedule a call or discussion with the Board Member to discuss the reasons for the underperformance, and to work together to develop a plan to address the issues.
  2. Second Warning: If the Board Member has not met the expectations outlined in the first warning, the Board shall send a second written warning. This warning shall outline the specific actions that need to be taken, and the timeframe in which they need to be completed. The Board shall also schedule a second call or discussion with the Board Member to discuss the progress of the plan, and to work together to resolve any remaining issues.
  3. Removal: If the Board Member has not met the expectations outlined in the second warning, the Board shall hold a vote to remove the Board Member from the Board. A two-thirds majority is required to remove a Board Member.
  4. Handover: The Board shall attempt to hold a call or discussion with the Board Member to discuss the handover of their responsibilities and to ensure a smooth transition. If the Board Member is not responsive, the Board shall proceed with the handover without their input. The Board shall be provided with a written handover report.

🔗Emergency Removal Process

In exceptional circumstances, the Board Chair and the Vice Chair (acting jointly) or the Guardians may remove a Board Member without following the Standard Removal Process. This power can only be exercised when there is strong evidence that the Board Member is actively harmful, breaking the Social Contract, and engaging in behaviour that is detrimental to the project. A minimum of two people is required to exercise this power, and the removal must be justified with a written explanation to the Board of the reasons for the action.

  1. Notification: The Board shall send a written notification to the Board Member, outlining the specific reasons for the removal. If appropriate, the Board shall also schedule a call or discussion with the Board Member to discuss the reasons for the removal, and to work together to develop a plan to address the issues. As part of this notification, the Board shall also:
    • immediately suspend the Board Member's access to Matrix Foundation systems, repositories and infrastructure;
    • suspend the Board Member's voting rights until the situation is resolved;
    • inform the Board of the situation.
  2. Removal: The Board shall hold a vote to remove the Board Member from the Board. A two-thirds majority is required to remove a Board Member.
  3. Handover: The Board shall attempt to hold a call or discussion with the Board Member to discuss the handover of their responsibilities and to ensure a smooth transition. If the Board Member is not responsive, the Board shall proceed with the handover without their input. The Board shall be provided with a written handover report.
  4. Abuse of Power Safeguard: In the event that the Board Chair and the Vice Chair (acting jointly) or the Guardians are deemed to have abused the Emergency Removal Process, the Board may vote to reinstate the removed Board Member. To do so, a two-thirds majority of the Board (not including the Board Chair or the Vice Chair, if they are involved in the decision) must agree that the removal was an overreach of power.