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IDGF Legal organisation

Introduction

The International Desktop Grid Federation (IDGF) is a community of organisations and persons interested in Desktop Grid computing and related technology.   During the 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.

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:

1.Participants (green)

2.Legal structure/supporting organisation (yellow)

3.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 in the Appendix.

Initial regulations (Reglementen) have also been defined. However, these will be extended and revised during the coming period.

Council and Executive Board

Description

The Council (Raad van Toezicht) is the highest 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.

 

Comment: 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.

Comment: 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.

1.type of members

2.experts and influencers in Desktop Grid computing, eScience and eBusiness

3.meet twice a year

4.approve once a year an overall strategy plan

 

Initial organisation:

Proposed number and type of members:

1 chair:  David Anderson

1 secretary:

5 members

1 member from EDGI

1 member from DEGISCO

2 members from  large Desktop Grids

1 member from a company

After that they are elected by the participants

Organisational board

Roles: decide on the long term  organisational strategy of the foundation.

Type of members

Initial proposed number and type of members:

 

1 chair:  

1 secretary:

5 members

1 member from EDGI

1 member from DEGISCO

3 members from large organisations

Comment: actually we should choose them from IDGF participants.

experts and influencers in Desktop Grid computing, eScience and eBusiness

meet twice a year

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.

 

Creation and members:

There are new chapters formed when needed.

There is/can be financing  associated with a chapter (EDGI is supporting the European chapter, DEGISCO the international chapter, etc.)

So there could be a Russian chapter, South-East Asian chapter, ... )

 

IDGF members can be members of more than one chapter if that makes sense.

Each Chapter could be assigned (chosen by the chapter members)

1 chair

2 secretary

3 more chapter board members for larger chapters

 

European Chapter

 

chair:

secretary:

5 members:

 

Tasks:

looking for funds

organizing and realizing activities in regions

translations

 

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.

Creation and members:

 

Here we need :

working group chair,

working group secretary

 

Tasks:

They must be the most active entities in the IDGF.

 

 

Procedures of the organisational part

 

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).

To fill the boards as a start we will look mainly for persons outside EDGI and DEGISCO  if they are available and ready to work for IDGF and want to become a participant.  Operations can start with project partners. And chapter/working groups can start with project partners (and other active IDGF members.)

According to the procedures in the bylaws (and internal regulations derived from that) these can be refreshed.