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Legal organisation
IDGF Legal organisation
The International Desktop Grid Federation (IDGF) is a community of organisations and persons interested in Crowd computing, Desktop Grid computing and related technology. During the first two years, the IDGF was supported by the EDGI and DEGISCO projects. Partners from those projects also prepared this first version of a legal plan for IDGF. Today IDGF is supported by the IDGF-SP project.
Foundation of Stichting IDGF
The "Stichting International Desktop Grid Federation" - Stichting IDGF, is a foundation after Dutch law. It was founded on March 21st 2012 and entered into the registry of the Dutch Chambre of Commerce on March 23rd 2012. The functioning of the foundation is governed by Dutch law and by the bylaws. One can check at any time the legal status of the organisation and its legal representatives from the registry:
https://server.db.kvk.nl/TST-BIN/FU/TSWS001@?BUTT=54944007
The Board and director of the Stichting IDGF at the official founding at the notary office in Almere.
Defining the legal structure
After investigating several options for types of legal entities across Europe, we opted for a Dutch Foundation ("Stichting") as a suitable form. Organisations like the European Grid Initiative (EGI) also have this form.
The overall structure is depicted in the next figure.
There are three main organisational structures:
- Participants (green)
- Legal structure/supporting organisation (yellow)
- Operating organisation (blue)
The participants are the actual members of IDGF. We use the word "participants" because of legal reasons: we do not want to create confusion with another Dutch legal entity, a society ("vereniging"), that actually has members.
In the remaining part of the document we will use the word "member" as a person being part of an organisational unit within IDGF.
IDGF gets funded by participants and provides services to its participants.
IDGF provides these services through its support organisation (the legal part) and participants can be organised in chapters and working groups.
The legal structure/supporting organisation and control flow is as follows. There is an overall Council. The Council appoints an Executive Board. The Board appoints a Director. The Director can install a support office. The Council has to be stable and function over many years. Hence it will be appointed by the Large Organisational Participants that commit to IDGF for several years.
The operational organisation consists of the actual participants that organise themselves in chapters and working groups. This organisation is supported by the Director/office.
The Organisational Board contains representatives of chapters and groups. It advices the Board and Director on new services, changes in services, fees, etc.
The Technical Advisory board does the same for technical issues. It also looks at the broader developments outside IDGF.
The legal part is governed by the Bylaws (statuten). The organisational operational part is governed by Regulations (Reglementen). The Bylaws cannot be changed (easily). The Regulations can be changed and updated by the Executive Board. They will do so after getting advise from the Director, Organisational Board, and Technical Board.
Dutch Foundation as legal organisation
The bylaws can be found at http://desktopgridfederation.org/bylaws-statuten.
Initial regulations (Reglementen) have also been defined.
Council and Executive Board
Description
The Council (Raad van Toezicht) is the highest governing body in the Foundation. It chooses from its members, the Executive Board (Bestuur). The Executive Board can act on behalf of the Foundation. The Executive Board can authorise others (most notably the Director) to act on behalf of the Foundation. In general a restricted mandate will be defined.
The Council will be chosen by the large organisational participants that drive the IDGF. Should be "elected" for three years, with possibility for two re-elections.
Role of the Council:
- appoint members of the Executive Board
Role of the Executive Board:
- overall responsible for controlling the functioning of the Foundation according to the bylaws
- approving financial plans and financial reports
- approving new services or changes in services
Type of members of the Council and Executive Board:
- financial and organisational expertise
- no technical knowledge required
Number of members:
Council: 3 or more
Executive Board: 3 - 9
Financially: Costs that members make can be re-embursed. They can not get a salary or any other payment for work.
There are no restrictions for council members on the type or where they come from. Basically it is up to the organisation participants that elect them.
IDGF is set up as a Foundation. Hence it is organised top-down. And we cannot have lower boards electing the higher boards.
The Council members can only be elected by legal entities that are class A participants and did pay the fees.
Director/Office
Role:
Day-to-day operations of the foundation.
Financially: Can get paid from the budget.
The Executive Board "Bestuur" appoints the Director (after approval of the Council).
The Executive Board sets limits to what the Director and the organisation are allowed to do. This is done in the Regulations and in a contract.
Operational organisation
Scientific/technical board
Role: advise on the long term technical strategy of the foundation.
- type of members
- experts and influencers in Crowd computing, Desktop Grid computing, Citizen Science, eScience and eBusiness
- meet twice a year
- approve once a year an overall strategy plan
Organisational board
Roles: decide on the long term organisational strategy of the foundation.
Actually they should be chosen from IDGF participants. Should be experts and influencers in Crowd computing, eScience and eBusiness The Board should meet twice a year and approve once a year an overall strategy plan
Chapters
Description:
Chapters are basically large groups of members organised per world region or in another non-technical way.
Current chapters: http://desktopgridfederation.org/chapters
Creation and members:
There are new chapters formed when needed.
There is/can be financing associated with a chapter. In general chapters take care of their own specific funding.
IDGF members can be members of more than one chapter if that makes sense.
Each Chapter could be assigned (chosen by the chapter members)
- chair
- secretary
- more chapter board members for larger chapters
Organization:
Chapters can attract own funding (but financial tasks will be handled by the operating organisation, of course.)
Chapters have autonomy to realize events but all the activities must be informed in the forum to Technical and Organizational Boards.
If a chapter takes the financial risks to realize an activity it should decide on the costs and fees.
Expert/working groups
Description:
These are groups gathered around a topic.
Current working groups: http://desktopgridfederation.org/working-groups
Creation and members:
Fore each working group we need :
- working group chair,
- working group secretary
Tasks:
They must be the most active entities in the IDGF.
Procedures
Working Groups can be formed when there are enough participants that want to work together on a technical topic. Must be approved by the Organisational Board. (And by the Executive Board.)
Chapters can be formed when there are enough regional participants that want to work together with a regional focus. Chapters need the approval of the Executive Board. In general there should be a kind of financial plan/benefit to form a chapter.
Working Groups and Chapters will elect as a minimum a chair and a secretary. (Other group/chapter board members when needed.)
Working Group and Chapter chairs will be elected by all the members for 3 years, until a maximum of 6 years (1 re-election possible).
The Working Group boards will elect members of Organizational and Technical Board. They will be elected by all the members per 3 years, until a maximum of 6 years (1 re-election).
According to the procedures in the bylaws (and internal regulations derived from that) these can be refreshed.