Matrix.org Foundation CIC
Terms of Reference for the Governing Board
1PREAMBLE

1.1

The Matrix.org Foundation C.I.C. (the “Foundation”) is a company limited by guaranteeand registered as a community interest company with the C.I.C. Regulator in Englandand Wales.

1.2

The objects of the Foundation (as set out in its Articles of Association) are based on two
central themes of "creating, maintaining and promoting Matrix as an openly standardised
secure decentralised communication protocol and network" and to "build and develop anappropriate governance model for Matrix through the Foundation".

1.3

The Governing Board Group structure was put into place in 2023 to enable theFoundation to be more operationally proactive and responsive in its management ofMatrix.

1.4

The Foundation recognises that:

1.4.1

The field of real-time communication over IP is not static; there are a number of externalpressures and challenges that require sensitive and strategic handling;

1.4.2

The Foundation has relationships with a number of external organisations and theGoverning Board is the right forum to provide stakeholder dialogue in the Foundation'sgovernance;

1.4.3

The Guardians have a strategic duty and planning process. The role of the GoverningBoard should dovetail with this, focussing on practical and operational matters.

2ROLE

2.1

The Governing Board shall support the Guardians in their governance of the Foundationby ensuring that the day to day running of the Foundation is fair, equitable and supports
the overall balanced growth of the Matrix ecosystem and its individual participants,
without advantaging any specific players.

2.2

The Governing Board shall carry out its advisory role under its delegated authority fromthe Guardians and in accordance with these Terms. For the avoidance of doubt, theGuardians shall be under no obligation to accept, act on or do anything analogous with
the Governing Board's recommendations.

3MANDATE
Specific tasks will include:

3.1

Approving the Foundation's budget, based on the Managing Director (MD)’srecommendations;

3.2

Approve spending of funds for major costs and grants, based on the MD’srecommendations;

3.3

Approval of commercial partners and relationships for the Foundation with a value ofover $50,000, be it as an individual contract or as a cumulative value with the same
partner over the last 12 months.

3.3.1

Approving initiatives and programs which will have a major impact on the brand andreputation of the Foundation, or create a new revenue stream. Examples include, but are
not restricted to: setting up an accreditation process, setting up a grant system,

organising a Matrix conference with a budget over $10,000, setting up consulting orsoftware development functions;
3.3.2

Providing a review and endorsement on a prioritised list of Spec Core Team ("SCT")
priorities. For the avoidance of doubt, the Governing Board shall not have the authority to
appoint or remove SCT members (which rests solely with the Guardians).

3.3.3

Providing post-meeting conclusions, recommendations and guidance on next steps tothe Guardians.

4MEMBERSHIP

4.1

The Governing Board shall initially comprise the members set out in Schedule 1 with one
member being designated the chair of the Governing Board (the "Chairperson").

4.2

Membership is structured so that the Foundation gains advantage from a broad range ofexpertise, while ensuring that the size of the Governing Board is contained andoperationally streamlined.

4.3

The maximum number of Governing Board members shall be 25. A system shall be inplace to allow rolling replacement of members to regularly replenish the Governing
Board as members come to the end of their service period. Schedule 1 sets out theselection process for members in further detail.

4.4

All members shall normally serve for two (2) years from the date of taking up
membership (subject to the usual election timetable as set out below), except where:

4.4.1

A member is elected for a partial one (1) year term in order to elect a full board while
maintaining the alternating election schedule; or

4.4.2

A member that is a Guardian or member of the SCT ceases their role with theFoundation; or

4.4.3

A member is appointed as a representative of a corporate Member ("Member") of theFoundation and ceases to be employed or otherwise engaged by the Member or thecontractual relationship between the Foundation and the Member is terminated orexpires; or

4.4.4

Their membership of the Governing Board is terminated in accordance with their
appointment letter; or

4.4.5

The member resigns giving at least one (1) months' written notice to the Foundation.

5PROCEEDINGS

5.1

All Governing Board members shall be required to conduct themselves in accordancewith the Foundation's Articles, policies and general procedures, particularly in relation toconflicts of interest.

5.2

Meetings of the Governing Board are expected to be held at least bi-annually on dates tobe determined by the Foundation giving not less than 30 days’ notice to Governing
Board members. Other informal meetings may take place as determined by theFoundation.

5.3

The Foundation shall send to the Governing Board members, and others entitled orinvited to attend, an agenda and relevant supporting papers in advance of the relevant
meeting.

5.4

The Governing Board shall select one member from their number to act as Chair foreach meeting. Each meeting of the Governing Board shall have a specific agenda andtopics to review and discuss with defined outputs.
5.5

All decisions taken at Governing Board meetings shall be by simple majority, by default,
with each participating member having one vote. The Governing Board may decide,through a vote by simple majority, to use a different voting method for a given action,
provided these bylaws do not already prescribe a voting method for that kind of action.

5.6

Quorum for Governing Board meetings shall require the number closest to two thirds ofGoverning Board members to be present (which can include participation by electroniccommunications).

5.7

If any Governing Board member fails to participate in four (4) consecutive meetings, theGuardians shall review the member's position on the Governing Board.

5.8

Clear minutes and actions should be taken from each Governing Board meeting by aparticipating member.

5.9

The Foundation shall reimburse to the Governing Board member pre-approved travelling
and accommodation expenses reasonably incurred upon production to the Foundation ofproper receipts in respect thereof and where their physical attendance at events isrequired.

6AMENDMENT

6.1.1

These Terms may be amended only with the prior written consent of the Guardians.

SCHEDULE 1: GOVERNING BOARD COMPOSITION AND APPOINTMENTPROCESS

1

COMPOSITIONThe Governing Board shall be made up of:
1.1

The Managing Director of the Foundation in an ex officio capacity;

1.2

Three (3) Guardians as representatives of the Foundation, selected by a majority
decision of the Guardians;

1.3

Two (2) representative members of the Spec Core Team (SCT), selected by a majoritydecision of the SCT;

1.4

One (1) representative from each of the Foundation's "Platinum" Members, up to a
maximum of four (4). Where there are 4 or fewer Platinum Members, each Member shallbe entitled to nominate their chosen representative. If there are more than 4 PlatinumMembers, the representatives will be selected by the Platinum Members using theCondorcet Method. Each Platinum Member will have one vote when electing therepresentatives;

1.5

One (1) representative from each of the Foundation's "Gold" Members, up to a
maximum of three (3). Where there are 3 or fewer Gold Members, each Member shall beentitled to nominate their chosen representative. If there are more than 3 Gold Members,
the representatives will be selected by the Gold Members using the Condorcet Method.
Each Gold Member will have one vote when electing the representatives;

1.6

One (1) representative from each of the Foundation's "Silver" Members, up to a
maximum of two (2). Where there are 2 or fewer Silver Members, each Member shall beentitled to nominate their chosen representative. If there are more than 2 SilverMembers, the representatives will be selected by the Silver Members using theCondorcet Method. Each Silver Member will have one vote when electing therepresentatives;

1.7

Up to four (4) representatives from the Foundation's "Individual" Members, one every 50
Individual Members, selected by Individual Members using the Condorcet Method. Each
Individual Member will have one vote when electing the representatives.

1.8

One (1) representative from each of the Foundation’s “Ecosystem” Members, up to a
maximum of three (3). Where there are 3 or fewer Ecosystem Members, each Member
shall be entitled to nominate their chosen representative. If there are more than 3Ecosystem Members, the representatives will be selected by the Ecosystem Members
using the Condorcet Method. Each Ecosystem Member will have one vote when electing
the representatives;

1.9

One (1) representative from each of the Foundation’s “Associate” Members, up to a
maximum of two (2). Where there are 2 or fewer Associate Members, each Member shallbe entitled to nominate their chosen representative. If there are more than 2 AssociateMembers, the representatives will be selected by the Associate Members using theCondorcet Method. Each Associate Member will have one vote when electing therepresentatives;

2. Election Process
2.1

Aside from the MD, Governing Board members are elected by eight (8) constituency groups,
namely: the Guardians; SCT; Platinum Members; Gold Members; Silver Members; Ecosystem
Members; Associate Members; and Individual Members (individually a “Constituent Group”, together
the “Constituency Groups”). Each Constituent Group shall nominate and vote on candidates torepresent their respective Constituent Group. The number of seats allocated to each Constituent
Group is described in clause 1 above. Nominations and elections shall be conducted in accordancewith the Condorcet Method.
2.2
Notice of elections shall be sent to all Constituency Groups members before each election
inviting nominations and specifying the form of nomination and the closing date for applications.
2.3

The election timetable shall run as follows:
Announcements made: Monday (Day 01)
Nomination period:
Saturday (Day 06) 00:00:00 AOE to Friday (Day 12) 23:59:59 AOECampaigning period:
Saturday (Day 13) 00:00:00 AOE to Friday (Day 33) 23:59:59 AOE
Voting period:
Saturday (Day 34) 00:00:00 AOE to Friday (Day 47) 23:59:59 AOE
Results announced:
Monday (Day 50)

2.4
Each nomination form shall relate to one representative only and shall contain suchparticulars as shall be prescribed by the Guardians.
2.4.1

No individual shall be a nominee in more than one Constituency Group.

2.5

The Guardians reserve the right to declare a representative ineligible for nomination, where it
considers that the appointment or election of the representative to the Governing Board would not bein the best interests of the Foundation.
2.6
Elections will happen during the second quarter (April-June) of each calendar year, alternating
halves of the Constituency Groups representatives on the Governing Board as per the following
calendar:● April-June 2024, and any subsequent even years - Guardians, SCT, Platinum, Ecosystem● April-June 2025, and any subsequent odd years - Gold, Silver, Individual, Associate
2.6.1 The first Governing Board election in April-June 2024 will include elections for all
Constituency Groups in order to seat a full board. Representatives elected from Gold, Silver,
Individual, and Associate Members in that first election will serve a one (1) year term in order tomaintain the alternating election schedule.
2.7
In the event that a Constituent Group member ceases to be a Platinum, Gold, Silver,Ecosystem, Associate, or Individual Member and their elected representative must resign from theGoverning Board, a by-election shall be held during the fourth calendar quarter (October - December)to appoint a new representative. Should such cessation happen on or later than 1 January, noby-election will take place and a new Constituent Group representative will be appointed and electedduring the usual annual election cycle.
2.7.1 In the event that a Constituent Group does not have all of its allocated seats occupied, andthere is a Constituent Group member in good standing who is eligible to occupy a seat, a vacancy forthat Constituent Group may be filled by appointment or by-election at the discretion of the Managing
Director and the Guardians, in consultation with a Governance Committee, if one exists.
2.8
Unless approved by the Guardians, an increase in the number of participants in a given
Constituent Group that would result in the creation of an additional representative post on theGoverning Board (subject to the relevant maximum) shall not automatically trigger an off-cycle
election for the appointment of said new representative. Instead, the nomination and election of anadditional representative for the Constituent Group shall be added to the next scheduled election even
where the other post(s) within the Constituent Group are not due for election. In the event that a new
Constituency Group representative is appointed in this way, they shall only hold their post until thenext scheduled election for the Constituent Group, at which point all such representative posts will
reset and be subject to fresh nominations and elections. Where an increase in the number ofmembers in a given Constituent Group exceeds the representative thresholds set out in Schedule 1(1)above, there shall not be a corresponding increase to the number of representative seats on theGoverning Board above the relevant maximum. Instead, the role and composition of the Governing
Board shall be reviewed more generally by the Guardians.

2.9
There shall be no limit on the number of terms a Governing Board member may serve. In thecase of Governing Board members elected by the Platinum, Gold, Silver, Ecosystem, and Associate
Members, it is expected that the nomination of representatives eligible for election would rotate
amongst the relevant members of the Constituent Group. Furthermore, Constituent Group
representatives shall not be eligible for nomination where a representative from the same corporategroup of companies is already on the Governing Board.
3.0
The Guardians reserve the right to review these processes at any time and in their absolute
discretion to improve the running of the Foundation.