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Bylaws

Article I – Preamble

FIWARE FOUNDATION is an initiative whose mission is to research in the field of information and communications technology (ICT) and the development of an open sustainable ecosystem around public, royalty-free and implementation-driven software platform standards that will ease the development of new Smart Applications in multiple sectors (the “FIWARE Mission”).This ecosystem will be open to the general public.  Results of the advancement in science and research are materialized in an open source platform (the FIWARE Platform) which anyone in the world can use for free.

The FIWARE Community comprises all people (individuals/organisations) who are involved in FIWARE, including users, developers, accelerators, technology communities, domain specific communities, start-ups & SMEs, cities, stakeholders in the FIWARE Foundation e.V. (“FF”) and their employees.

The cornerstones and founding principles of the FIWARE Foundation e.V. are independence in decision making, openness, transparency and meritocracy.

The FF is a legal independent body whose main purpose is to advance science and research in the ICT sector including the provision of shared resources to help achieving the FIWARE Mission by Empowering, Promoting, Augmenting, Protecting, and Validating the FIWARE Technologies.

Article II – Definitions

FIWARE

FIWARE is a rich suite of open source platform components, called FIWARE Generic Enablers (GEs), which can be picked and integrated together and with other components coming from third parties to build software platforms easing the creation, provision and exploitation of Smart Applications. FIWARE GEs export open standard APIs, typically offered “as a Service” from dedicated servers or from public/private Clouds (compliant with the FIWARE Cloud reference architecture or not).

FIWARE Reference Architecture

FIWARE GEs have been designed so they can work stand alone while, at the same time, can be integrated to build certain Cloud Services following a given Reference Architecture or, taking the most out of their capability of integration, build a rather powerful and comprehensive Platform Reference Architecture for Cloud-based Smart Applications.

Under this assumption there is not just a single FIWARE Reference Architecture but, various Reference Architectures depending on what the platform to build and deploy will serve for.

All the FIWARE GEs can be integrated together to build the Reference Architecture of platforms particularly suited to support the development of Smart Applications, i.e., applications that rely on the capability to gather context information and then be able to process and analyze this information to implement an intelligent behaviour combined with an enhanced user experience. This Reference Architecture is referred as the FIWARE Smart Reference Architecture.Finally, the FIWARE GEs altogether complete the FIWARE Reference Architecture that integrates the FIWARE Cloud, Business Framework and Smart Reference Architectures.

Finally, the FIWARE GEs altogether complete the FIWARE Reference Architecture that integrates the FIWARE Cloud, Business Framework and Smart Reference Architectures.

FIWARE develops a standard API for context information management.  FIWARE GEs implementing this API are referred as Context Brokers and should be present in any FIWARE Smart Reference Architecture.  This API is used by applications and for the integration of FIWARE GEs.

FIWARE Generic Enabler

A FIWARE GE is an open source software which is listed in the FIWARE Catalogue.

A FIWARE GE must satisfy the following conditions:

  1. It’s source code should be publicly available and released under an open source licence which does not require that applications that merely use them have to be released under an open source license.
  2. Development of the GE should follow the common practices defined for the development of all FIWARE GEs in the FIWARE Community
  3. There is a well identified set of GE Owners and Active Contributors, as well as policy for management of contributions by third parties
  4. The GE is accompanied by Installation, Administration, and Developers’ Guides following the recommended practices adopted in the FIWARE Community.
  5. The GE is accompanied by Training Material and tutorials which are part of existing FIWARE tutorials.
  6. It meets any other requirements defined by the FIWARE TSC.

Incubated Generic Enabler (iGE)

An Incubated Generic Enabler (iGE) is an open source software product whose owner has proposed for adoption as a new FIWARE GE to be integrated as part of the FIWARE Reference Architecture because:

  1. it provides functionality that is generic and independent with respect to application domains
  2. it can fit/integrate well with existing FIWARE GEs to build an architecture powered by FIWARE.
  3. its specifications are open and royalty-free; and
  4. it adheres to requirements defined for FIWARE GEs (see definition of GE).

Incubated Generic Enablers will be advertised and their traction among the wider community of developers as well as the opportunity to integrate them within FIWARE will be assessed so a decision can be taken about whether they should become FIWARE GEs or not.

FIWARE Catalogue

The FIWARE Catalogue is the central web site where the entire FIWARE technology offering is publicly available. Each entry in the Catalogue provides information about a FIWARE GE. For each FIWARE GE, there is a set of structured pages providing access to the product software and documentation, and the terms and conditions for its usage.

Besides FIWARE GEs, the FIWARE Catalogue also provides access to Incubated GEs.

FIWARE Lab

A FIWARE instance is a runtime environment where the implementation of a number of FIWARE GE, in general bound to a given FIWARE Reference Architecture, are deployed and offered “as a Service”.

FIWARE Lab (http://lab.fiware.org) works as a non-commercial sandbox environment where innovation and experimentation based on FIWARE Technologies can take place. Entrepreneurs and individuals can test FIWARE Technologies as well as their applications on FIWARE Lab, exploiting open data published by cities and other organizations. FIWARE Lab is deployed over a geographically distributed network of federated FIWARE Lab Nodes.

FIWARE Lab node

A network of data-centers on top of which a FIWARE Lab Cloud region has been deployed and is operated by a concrete organization.

FIWARE Ops

FIWARE Ops is a collection of tools that eases the deployment, setup and operation of FIWARE Lab nodes. It is designed to help expand the infrastructure associated to the FIWARE Lab by means of federating additional nodes (data-centers) over time and allowing cooperation of multiple FIWARE Lab nodes providers. FIWARE Ops comprises the suite of tools used to build, operate and expand the FIWARE Lab.

FIWARE Technologies

FIWARE Technologies are composed of the following components:

  • FIWARE GEs
  • FIWARE incubated GEs
  • FIWARE Ops
  • Knowledge Base (presentations, videos, …)

FIWARE Chapter

Coordination of daily activities that are of technical nature is made by the Technical Steering committee with the support of the FIWARE Chapters. The core principle to keep the open nature of these activities is that technical decision making is placed in the hands of technical people who strive to put the interests of contributing to FIWARE FOUNDATION ahead of corporate affiliation. This principle is key to have inclusive policies around FIWARE, contributing to its growth and wider adoption.

There are two types of Chapters: Architecture and Mission Support chapters.

  • Architecture Chapters: these chapters are those responsible for the development of FIWARE/Incubated Generic Enabler (GEs) specifications and their open source reference implementations. Activities with regard to a particular GE are carried out by the Chapter Active Contributors of that GE.
  • Mission Support Chapters: these chapters are those dealing with technical activities not specifically related to specification and open source implementation of GEs. The FIWARE Lab chapter, coordinating the development of the FIWARE Ops suite of tools and the operations of the FIWARE Lab, is an example of a FIWARE Mission Support Chapter.

Technical work within the FIWARE Chapters is intended to advance ICT technologies. Such advancement can be in the form of implementing brand new technologies, but also evolving/adapting existing technologies eventually starting from good available technologies even if produced from the outside of the FIWARE Community. In this respects good and mutual beneficial relationships with other relevant communities (e.g. OpenStack, Apache) are in scope of the FIWARE Mission.

Article III – Name, Purpose and Objetives

§ 1 Name and Registered Seat

  1. The Association is named
    FIWARE Foundation e.V.
    The Association has its main office in Berlin and shall be registered in the associations’ register of local court Berlin-Charlottenburg.
  2. Dependent branch or subordinate offices may at any time be established by the Board of Directors (“BoD”) at any place.
  3. The fiscal year is the calendar year.

§ 2 Purpose of the Association

1. Purpose of FIWARE Foundation e.V. are the advancement of science and research and education in the field of Smart Applications, This will be achieved through the  support and implementation of the “FIWARE Mission”, i.e. the development of an open sustainable ecosystem around public, royalty-free and implementation-driven software platform standards that will ease the development of new Smart Applications in multiple sectors and for the benefit of the public. This ecosystem will be open to the general public. Results of the advancement in science and research are materialized in an open source platform (the FIWARE Platform) which anyone in the world can use for free. The FIWARE Foundation has been constituted as a non-profit association.

2. The statutory purposes of FIWARE Foundation e.V. shall in particular be realized by

  • researching and developing an open sustainable ecosystem by doing researches in the ICT technology sector and providing data information (open source) obtained by research to the public;
  • organization and performance of projects for further researching and developing the FIWARE Mission, i.e. an open ecosystem;
  • organization and performance of summits, conferences, workshops, lectures and other events, especially on the topics FIWARE Mission and the ICT technology, i.e. research, development and usage of the ICT technology and an open sustainable ecosystem, including such topics as e.g. sustainability, public relations, marketing, trademark policy and CLA process. The participants shall also be enabled to organize and perform all kinds of events, information, discussions and other activities for knowledge transfer in those areas by themselves (training for the trainers).
  • transfer of ICT-knowledge and information about the FIWARE technologies through publications (especially on the internet) as well as through events, which enables the participants and user to write great code without overly painful process or tools by providing access to a set of reference platforms, including for large-scale testing, in a way that takes care of the legal issues, and to use the FIWARE technologies best.

3. Organizational Principles are:

TO EMPOWER:

  • The FF’s members to organize all sorts of events, information, discussions and other activities and resources
  • Developers to write great code without overly painful process or tools in a way that takes care of the legal issues and by providing access to a set of reference platforms, including for large-scale testing
  • Users to have access to great software and provide feedback and input on the direction for the FIWARE Technologies and by educating them on the best uses of said technologies

TO PROMOTE:

  • The development of new technologies
  • The education of developers producing new technologies in the field of ICT technology
  • The knowledge of users using them

TO AUGMENT by:

  • Increasing interfaces for connectivity
  • Increasing use cases for new markets
  • Consolidating or Promoting Standards.

TO PROTECT:

  • The FIWARE trademark ownership
  • The compliance with the FIWARE Code of Conduct
  • FIWARE Technologies by ensuring they remain freely available by facilitating the open development process and ensuring they are not misused
  • The meritocracy which guides decision making.

TO VALIDATE:

  • Quality Assurance for the FIWARE Technologies
  • Labelling for the FIWARE Technologies
  • Versioning for the FIWARE Technologies.

§ 3 Common Public Interest and Altruism

  1. FF is a non-profit organization. FF exclusively and directly pursues non-profit purposes in the public interest (gemeinnützige Zwecke) within the meaning of the chapter on “Tax-privileged purposes” of the German Fiscal Code. It shall primarily be financed by member fees, donations and may receive public funding. In addition the FF might provide non-commercial services, such as courses, seminars, and ad hoc consultancy. Promotion may be provided in the (non-exclusively) form of event management, such as the FIWARE Summit, Conferences, meetings.
  2. FF is acting altruistically.  It does not primarily pursue its own economic purposes.
  3. The funds of FF may be used exclusively for the purposes set out in the Articles of Association.  The members shall not receive any benefits from the funds of FF.
  4. FF may not provide a benefit for any person by means of expenditure unrelated to the purpose of FF or disproportionately high remuneration.

§ 4 Dedication of Assets

Where FF is dissolved or where its non-profit purposes cease to apply, the assets of the association will devolve upon a legal person under public law or another non-profit corporation (gemeinnützige Körperschaft) for advancement of science and research and education.

Article IV – Membership

§ 1 General rights and Duties and Member Levels

  1. Members of FF can be individuals, corporate bodies and any public legal entity.
  2. The FF shall have four levels of members: Platinum Members (PM), Gold Members (GM), Associated members (AM) and Individual members (IM). The PM and GM levels recognise Strategic End User sub levels. These are levels dedicated to non Information Communications Technology (ICT) organisations.
  3. Members have the right to use FF’s services and attend events and seminars etc. Members have the right to attend the General Assembly and vote. Each Member has one vote.
  4. Each Member has to respect and support the interests of FF, especially the FIWARE Mission. Each Member has to provide FF with adequate resources to achieve the association’s purpose.
  5. Every FIWARE Foundation member shall provide resources according to the Fee Code (defined in XIII.) set by the BoD. When enrolling for the first time with FF, each new member agrees to an initial membership of two years.
  6. The BoD may set annual fees in a separate Fee Code which is published on the Website of FF. The annual fees are there to just provide sustainability means for the FF daily operations.
  7. Membership is not transferable.
  8. The Founding Members,(1) Atos Information Technology GmbH,
    (2) ENGINEERING Ingegneria Informatica S.p.A.,
    (3) Telefónica Digital España, S.L.,
    (4) ORANGE S.A.,
    are PM.

§ 2 Platinum Members (PMs)

  1. Platinum Members (PMs) are those who, strategically committing to FIWARE, hold the key responsibility in managing the FF.
  2. They may decide on simple majority whether or not another legally established organization could join the FF as a PM.
  3. In order to qualify as PM, Members have the obligation to comply with the provisions of this article.
  4. PMs have the right to attend and vote during the meetings (General Assembly and BoD Meetings):
  5. Any legally established organization, except non-profit organisations, may apply for PM.
  6. PM membership is lost upon any substantial change of ownership or field of activity. “Substantial change of ownership” means the sale of all or substantially all the assets of the Platinum Member; any merger, consolidation or acquisition of the Platinum Member with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of the Platinum Member in one or more related transactions.
  7. PM Strategic End Users:
    This level of membership is dedicated to those companies and organisations who are actually users of ICT, but not ICT companies or organisations as such.
  8. Access to PM membership is submitted to the agreement of the Board of Directors.
  9. The special rights granted to the PMs are special rights pursuant to § 35 German Civil Code (BGB).[1][1] “Special rights of a member may not be adversely affected by a resolution of the general meeting without his approval”.

§ 3 Gold Members (GM)

  1. The GMs are those legally established organizations committed to FIWARE having an active role in pursuing the FIWARE Mission.
  2. GMs have the right to:
    – Attend and vote during the General Assembly of the FF
    – Elect GMs representatives in the BoD, who are entitled with the right to vote during the meetings of the BoD.
  3. Any legally established organization, except non-profit, may apply for GM. This does not pertain to Public Administrations that can apply for GM as Strategic End User.
  4. GM Strategic End Users: This level of membership is dedicated to those companies and organisations who are actually users of ICT, but not ICT companies or organisations as such.
  5. Access to GM membership is submitted to approval from the Board of Directors.
  6. The special rights granted to the GMs are special rights pursuant to § 35 German Civil Code (BGB).

§ 4 Individual members (IM)

  1. IM shall be any natural person who promotes the FIWARE Mission.
  2. IMs have the right to freely attend and vote during the General Assembly of the FF.
  3. IMs can have a seat in the Technical Steering Committee (see TSC paragraph below).
  4. IMs not working for a PM or a GM cannot be part of the Board of Directors.

§ 5 Associated members (AM)

  1. The AMs are non-profit legal entities (including universities and similar organizations) that
    – Do not fall under any of the categories above; and
    – Have an interest in the purpose of the FIWARE Foundation.
  2. AMs have the right to attend and vote during the General Assembly of the FF.
  3. AMs cannot be part of the Board of Directors.

§ 6 Procedures for admission, resignation and termination for Members

The organisation and person who wishes to become Member of the FF shall:

  1. Submit their application for membership which will be directly handled by the COO providing the information required by the BoD; and
  2. Sign an Adherence Agreement; and
  3. Adhere to the Code of Conduct and the Fee Code of the FF.

After review of the application and execution of the Adherence Agreement by the applicant, and after verification that the organisation or the person satisfies the criteria for membership established by the Articles of Association, and in the case of organisations after the positive vote of the BoD, the CEO or any representative designated by him/her among the BoD members and acting on his/her behalf shall admit the organisation or the person as Member. The COOshall then add the organisation or the person to the Members Registry.

The BoD by simple majority decides on incorporation of PMs, GMs and AMs.

The effective date of membership shall be the date on which the person or the organisation is added to the Member Registry.

Members may terminate their membership by giving written notice to the COO. The effective date of termination of the Member shall be the date of removal from the Members Registry. Art. IV., § 1 Sec. 5 above shall remain unaffected.

The BoD may direct the COO and CEO to terminate a Member for violation of the Adherence Agreement if the violation is not cured within the period provided in the Adherence Agreement or for not exercising its rights during 3 months.

Article V – Bodies of the Association

§ 1 Internal Organisation

The FIWARE Foundation shall have the following bodies

  • Board of Directors (BoD),
  • Board of Officers,
  • Technical Steering Committee (TSC), and
  • General Assembly.

§ 2 Board of Directors

1. Functions and Membership

The business and affairs of the FIWARE Foundation shall be controlled by or under the direction of the Board of Directors.

The BoD shall:

  1. Provide the Board of Officers with strategic, financial, policy and marketing oversight
  2. Determine the frequency and type of meetings of the BoD and the General Assembly
  3. Propose conditions, privileges, powers, and voting rights of any level of Members. It may propose to create one or more additional level of Membership
  4. Enforce the Bylaws/Articles of Association
  5. Approve the Balance sheet and the Budget before they are submitted to the General Assembly
  6. Select, appoint and support the Board of Officers and review the CEO’s work
  7. Ensure availability and adequacy of financial resources
  8. Set salaries of regular employees and financial compensation for exceptional contributions of Members
  9. Establish, review and change the Fee Code, Code of Conduct and Association Code
  10. Amend the Articles of Association pursuant to Article X. below.

2. Members of the BoD are:

  1. A duly nominated representative for each PM
  2. Representatives of the GMs. The number of GM representatives on the BoD shall be equal to the number of GM. In all cases, the number of GM seats shall be less or equal to PM seats.

The Chair of the TSC and the CEO (both with no vote) are permanently invited to the BoD meetings.

Each Member shall hold the seat for a term not to exceed three years, but may be re-nominated or re-elected according to the membership level.

Members of the BoD have the same rights and obligations in their function.

Upon resignation or premature death of a Member of the BoD as a representative of an FF Member, the represented Member is entitled to replace him/her by another representative.

The BoD shall create among FF members committees to support its daily functions according to what is prescribed in Article VI.

3. Election of the GM representatives in the BoD

The GMs elect among themselves the representatives to the BoD. The GM representatives in the BoD are empowered to take decisions on behalf of the GMs.

GM representatives in the BoD are completely renewed every 12 months. Elections are held 5 weeks prior to the General Assembly meeting, to take place every 12 months, with nominations due 6 weeks prior to the General Assembly and elections held open for no less than five business days.

Elections run through an online system which will be decided by the BoD.

4. Quorum and Voting rights

The BoD will be effectively constituted with the attendance of one half plus one of the members, no matter their level of Membership.

The Members of the BoD shall elect from among its members and with a 2/3 majority thereof, the person to hold the position of Chairman of the BoD. The Chairman of the BoD shall preside at all meetings of the Board of Directors and shall have such other duties and authority as may be conferred by the Board of Directors.

The Members of BoD shall propose a candidate for Chief Executive Officer (CEO) and shall vote to elect him/her. The CEO shall be elected by unanimity of vote at the first round, by 75% of vote at the second round, and 50% of vote from the third round on.

5. Meetings

The BoD may hold meetings, both regular and special. Unless otherwise restricted by these Bylaws, members of the BoD may participate in a meeting of the BoD by means of conference telephone, video conference equipment, or other communications equipment by which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Regular meetings may be held on a scheduled basis at such time and at such place as shall from time to time be determined by the BoD.

Special meetings of the BoD may be called by the CEO with 10 business days’ notice, either personally or by telecopy, commercial delivery service, electronic transmission, or similar. In case of special urgent matter the CEO can call a meeting with 5 business days’ notice, either personally or by telecopy, commercial delivery service, electronic transmission, or similar.

Special meetings of the BoD may be called by notice given by a simple majority of its Members in the same conditions.

The BoD may invite people to attend the meetings.

§ 3 Board of Officers (BoO)

  1. The Board of Officers is the body responsible for the daily well-functioning of the FF. In particular the BoO shall:
    a. Formulate the Annual Report
    b. Prepare and keep the Balance sheet up-to-date.
  2. The Board of Officers of the FF shall consist of a Chief Executive Officer (CEO), a Chief Operation Officer (COO), a Chief Technology Officer (CTO) and a Chief Marketing Officer (CMO). FF is represented jointly by two of its four members; the CEO, the COO, the CTO and the CMO who constitute the Board according to Section 26 of the German Civil Code.
    a. The CEO: The Chief Executive Officer of the FF shall have general supervision, direction and control of the business and management. He/She shall attend the BoD and GA meetings.
    b. The COO shall keep and safeguard the Books of Minutes of the meetings and issue certifications with the approval of the Chairman of the BoD.
    c. The COO is responsible for properly accounting the fees and other incomes, prepares the Balance Sheet and Budget under guidelines provided by the BoD, and presents the Balance Sheet and Budget to the members during the General Assembly. Accounting and bookkeeping may be performed by an external service company.
  3. Officers shall be appointed annually by the Board of Directors at its first meeting.
  4. Any officer may resign by delivering his written resignation to the FF at its principal office or to the CEO or COO. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer elected by the Board of Directors may be removed at any time, by the Board of Directors.
  5. The COO shall perform such duties and shall have such powers as the Board of Directors or the CEO may from time to time prescribe. In addition, the duty and power to give notices of all meetings of Members and special meetings of the Board of Directors, to keep a record of the proceedings of all meetings of Members and the Board of Directors and prepare lists of Members and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

§ 4 Technical Steering Committee

1. Functions and Membership

The Technical Steering Committee shall be the body where technical decisions are taken. The Board of Directors shall consider only those additions, combinations, splits or deletions of the FIWARE Technologies that are recommended by the Technical Steering Committee, but shall have the sole authority to approve or reject such additions, combinations, splits and deletions of the FIWARE Technologies. It shall be composed by:

  1. Two representatives of each FIWARE Chapter
  2. One representative of each PM
  3. Remarkable Individual Members elected by the Chapter Active Contributors, up to one third of the number of Chapter Leaders plus PM representatives.

The TSC may define specific procedures for managing the evolution of the FIWARE Technologies.

The TSC members shall be also FF Individual Members.

2. Election to the Technical Steering Committee

  1. Chapter Active Contributors (CAC) shall elect Chapter Leaders by simple majority
  2. Remarkable Individual Members shall be elected by simple majority of all the CACs voting.
  3. TSC seats are completely renewed every 12 months at most. A separate election is run for each FIWARE Chapter seat. These elections are collectively held 5 weeks prior to the General Assembly meeting, to take place every 12 months, with nominations due 6 weeks prior to the General Assembly and elections held open for no less than five business days
  4. Elections run through an online system which will be decided by the TSC.

Upon completion of the election, the Technical Steering Committee shall give notice to the Board of Directors and the COO.

Each Technical Steering Committee member shall hold the seat for a term not to exceed one year, but may be re-elected to the Technical Steering Committee.

Any member of the Technical Steering Committee may resign by delivering notice in writing or by electronic transmission to the COO. Such resignation shall be effective upon receipt. The Technical Steering Committee shall, within 15 days, elect a replacing member. Replacement of PM representatives is made directly by the corresponding PM organisation, replacement of FIWARE Chapter representatives is made by election within the corresponding FIWARE Chapter according to the rules above specified, and replacement of Remarkable Individual Members is made through the non- elected list of yearly elections starting from the first person not elected.

The Technical Steering Committee shall meet at least quarterly.

3. Technical Steering Committee Chair

The Members of the TSC shall elect from among TSC members with a simple majority thereof its Chair for 1 year, who will attend the meetings of the BoD with voice but no vote.

4. Technical Steering Committee Meetings

Minutes of the meetings is a collaborative work under the responsibility of the TSC Chair. At the end of each meeting the minutes are transmitted to the COO who shall keep and safeguard the Books of Minutes of the meetings of the TSC.

5. Chapter Active Contributors

People who perform updates in the contents of a Chapter repository are referred as Chapter Active Contributors (CAC). The repository should also store the meeting minutes and work progress assessment documents; however such documents do not represent sources for a person being accounted as a Chapter Active Contributor.

Only Chapter Active Contributors who are also Individual Members will participate to the elections of Chapter Leader and of Remarkable Individual Members.

6. FIWARE Chapter Leaders

A main and deputy Chapter Leader (“CL”) are elected per each FIWARE Chapter by that Chapter Active Contributors (CAC). They manage the overall operations of a chapter, drive the chapter goals, keeping the chapter consistency, and resolve technical disputes within their chapter. In this respect the main CL, or when needed his/her deputy, is the ultimate responsible for the good and timely progress of work within the chapter.

Architecture Chapter Leaders specifically have to ensure that GEs within the chapter can integrate well together and with GEs from other chapters, overall building a coherent and comprehensive FIWARE Reference Architecture.

Each chapter community should be self-managing by the contributors, and all disputes should be resolved through active debate and discussion by the community itself. However if a given debate cannot be clearly resolved, the CLs can decide the outcome.

Although the CLs (main and deputy) are generally not involved in decisions at GE level, they still has oversight over GE-specific decisions, especially when they affect other GEs in the chapter, other chapters, or might negatively affect to the general FIWARE Reference Architecture.

Each main CL is the ultimate responsible for the good shape of his/her chapter repository.

§ 5 General Assembly (GA)

  1. The General Assembly is the annual assembly of all members of the FF (PM, GM, AM and IM). The Ordinary General Assembly is held once a year and is convened by the Chairman of the Board of Directors with a period of notice of at least 30 days in text form (letter or e-mail), indicating the agenda, to be sent to each member. The venue and time for the Assembly will be defined by the Board of Directors.
  2. Extraordinary General Assemblies will be convened at any time if this is requested either by four members of the Board of Directors, the Chairman of the Board of Directors, the CEO, or at least 10% of all members. The request is to be made in writing and the point to be discussed is to be indicated. Such meetings may be called to conduct business for any purpose or purposes prescribed in the notice of the meeting and shall be held on such date and at such time as the BoD may fix. The invitation must include the agenda and be sent out with a period of notice of at least 10 working days.
  3. The COO of the FF shall prepare at least 30 days before each annual meeting/two days after providing notice of a special meeting a complete list of the Members entitled to vote in alphabetical order for each class of Member. Such list shall be treated as confidential and shall be open to the examination of any Member of the class for a period of at least 30 days prior to the meeting .
  4. The General Assembly is chaired by the Chairman of the Board of Directors or if the latter is prevented from attending, by a representative appointed by him/her. The Chairman of the meeting shall call the meeting to order, establish the agenda, and conduct the business of the meeting in accordance therewith or, at the Chairman’s discretion, the business of the meeting may be conducted otherwise in accordance with the wishes of the Members in attendance.

§ 6 Decision making of the General Assembly

  1. The General Assembly is quorate if more than 20% of the members with PM, GM, and AM, present in person or proxy, as well as at least 5% of the Individual Members are present.If 20% of the members with PM, GM, and AM, are not present in person or proxy or less than 5% of the Individual Members at the first meeting, a second meeting of the General Assembly shall be convened at the latest thirty (30) days after the first meeting. The second meeting of the General Assembly shall validly be constituted and deliberate irrespective of the number of Members present.
  2. Each Individual Member whose effective date of membership is earlier than thirty (30) days before the meeting takes place, may vote immediately after he or she becomes an Individual Member.
  3. All members (PM, GM, AM, IM) have one vote.
  4. As a general rule, the General Assembly takes its decision with a simple majority unless otherwise specified in these Articles of Association and by mandatory law. The General Assembly is responsible for:
    a. the approval of the annual financial statements and the budget for the coming financial year;
    b. the approval of the work of the Board of Directors and of the Officers;
    c. proposals for amendments to the Articles of Association and to the purpose pursuant to Article X. (1, 3);
    d. the dissolution and the transfer of assets;
    e. all other matters that are presented to it by the Board of Directors for decision making.
  5. The appointments and elections to the Board of Directors and to the Technical Steering Committee will be notified to the General Assembly.
  6. The General Assembly meeting will be held either in person or virtual (online procedure) or in a mixed form. The online procedure may only be accessible for members with their legitimation data and a separate access word.In the online procedure the access word valid in each case only for the current meeting is announced with a separate email directly before the meeting, maximally 3 hours before.The member who wants to use the online procedure must be able to take note of the discussions during the meeting directly, simultaneously and continuously and must be able to exercise his right to vote with regard to all points on which the meeting has to decide in accordance with the voting rights stipulated in the statutes.

Article VI – Mission Support Committees

  1. In order to perform some specific duties, the BoD may form dedicated Mission Support Committees (MSC).
  2. MSCs may be asked to perform support daily and mission critical tasks to pursue the FIWARE Mission.
  3. One or more FF members can propose MSCs. In this case they have to submit a proposal to the BoD containing the MSC charter and Governance Model. The BoD will approve the proposal eventually making specific recommendations to be included in the charter and Governance Model.
  4. The BoD may decide to provide resources for the tasks performed by the MSCs from the FF budget, but any Member may individually contribute thereto.
  5. MSCs are composed of FF members with known competence in the fields of the tasks to be performed by the MSCs.
  6. MSC operations are yearly verified by the BoD, who may decide to keep the MSC in operation or not.
  7. FF may issue open calls for tender to find partners with a view to help FF meet its Organizational Objectives.

Article VII – Intellectual Property Rights

Intellectual Policies are defined in the Association Code publicly available.

Article VIII – Grants, Contracts, Loans, etc.

  1. The making of grants and contributions, and otherwise rendering financial assistance for the Purposes of the FIWARE Foundation may be authorized by the BoD.
  2. The CEO is individually authorized on behalf of the FIWARE Foundation to enter into any contract for grants, contributions and otherwise rendering financial assistance for the Purposes of the FIWARE Foundation or execute and satisfy any instrument.
    The CEO shall inform the BoD of any such action at the following meeting of the BoD.

Article IX – Amendment Proxy

The (founding) members authorize the members of the Board of Officers, the CEO and the COO, each of them individually and being released from the restrictions of section 181 of the German Civil Code and with the authorization to delegate power of attorney, to make all declarations or actions which may be necessary or useful for the registration of the Society and obtaining its benefit to the public; in particular to detain General Assemblies and to resolute amendments (including the change of name of Society) and to change, to withdraw and to apply again the registration of the Society to meet interim orders and concerns of the Society register or the tax office.

Article X – Amendment of the articles and dissolution

  1. These Articles of Association may be altered, amended or repealed or new bylaws may be adopted by the BoD with a 2/3 majority of BoD members at any regular or special meeting. The dissolution of the FF can also be decided by the BoD with a majority of a 2/3 majority of BoD members. The dissolution requires the consent of the General Assembly with a 2/3 majority.
  2. In addition to an amendment proposed and approved by the Board of Directors, a proposal to amend these Bylaws may be made by one of the following means:
    – A proposal of the Technical Steering Committee approved by at least two-thirds (2/3) of individuals serving on the TSC
    – A proposal of the Individual Members that is approved by at least ten percent (10%) of the Individual Members
    – A proposal of the Gold Members that is approved by at least two-thirds (2/3) of the Gold Members, or
    – A proposal of the Platinum Members that is approved by at least two-thirds (2/3) of the Platinum Members.
    The proposal must be in writing and must be signed by each approving Technical Steering Committee member, Individual Member, Platinum or Gold Member, as applicable.
  3. Amendments to the Articles of Association and the dissolution of the FF are only possible if they have been duly announced at least thirty (30) days before the meeting of the BoD taking this decision.
  4. In the event of dissolution, the BoO handles a proper Liquidation Process.

Article XI – Indeminification of Directors and Officers in the Execution of his/her Office

  1. Each person who was or is made a party, is involved in any action, suit or proceeding which are directly linked to the FIWARE Foundation, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer of the FIWARE Foundation shall be indemnified and held harmless by the FIWARE Foundation for damages caused by slight negligence or negligence and only to the extent that damages are not covered by insurance.
  2. The FIWARE Foundation shall maintain insurance (“D&O Insurance”) to the extent reasonably available, at its expense, to protect itself and any such director, officer, employee or agent of the FIWARE Foundation or third party against any such expense, liability or loss.
  3. Any amendment of any provision of this Article shall not adversely affect any right or protection of an indemnitee or his successor in respect of any act or omission occurring prior to such amendment.

Article XII – Code of Conduct

The FF Code of Conduct is publicly available at www.fiware.org.

Any person and organisation wishing to become a Member of the FF shall sign the FF Code of Conduct.

Article XIII – Fees and Charges

The FIWARE Foundation shall keep correct and complete books and records of accounts, held by the COO.

The Board of Directors may set fees and charges for the services and benefits provided by FIWARE Foundation, with the goal of fully recovering the reasonable costs of its operations and establishing reasonable reserves for future expenses and contingencies (“Fee Code”). Such fees and charges shall be fair and equitable, shall be published for public and once adopted shall be published on fiware.org in a sufficiently detailed manner so as to be readily accessible.

Article XIV

In case of discrepancies between the English and the German version of these Articles the German version shall always take precedence.

The accuracy and completeness of the bylaws according to § 71 Abs. 1 S. 4 BGB is assured.
Berlin, den 01.10.2020