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Election of Exec Board

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Greg McMullen 2016-04-06 05:15:06 -04:00
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## Definitions
- **ascribe** means ascribe GmbH, a corporation registered in Berlin, Germany.
**BigchainDB** means the [BigchainDB project](https://github.com/bigchaindb/bigchaindb) operated by ascribe.
- **Board** means the Board of Directors of the Foundation.
- **Executive** means the Executive Board of the Foundation.
- **Caretakers** means the member organizations of the Foundation.
- **Caretaker Nodes** means the instance of BigchainDB operated by a Caretaker.
- **Foundation** means the IPDB Foundation e.V., registered in Berlin, Germany.
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- **User** means an individual using IPDB, as defined by a unique Key.
## Roadmap
### Launch Roadmap
- May 2016 - Announcements of a “public BigchainDB” at various conferences: [Re:publica](https://re-publica.de/en) (Berlin, May 2-4, 2016), [csv,conf,v2](http://csvconf.com/) (Berlin, May 3-4, 2016), [OuiShare](http://2016.ouisharefest.com/) (Paris), including the announcement of some Caretakers and a private test net.
- June 8, 2016 - Announcement of IPDB at Internet Archive event, including announcement of additional Caretakers and a public test net.
- September 1, 2016 - Launch of public production net, along with billing system.
- September 2016 - Launch of public production net, along with billing system.
### Technical Roadmap
See [BigchainDB roadmap](https://github.com/bigchaindb/bigchaindb/blob/develop/ROADMAP.md).
## Structure
### Mission Statement
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### Overview
- The Foundation is registered in Berlin, Germany, as an *[Eingetragemer Verein](https://en.wikipedia.org/wiki/Eingetragener_Verein)*, or e.V., a registered voluntary association.
- The Foundation is governed by its members, the Caretakers, and by its Board.
- The Foundation is governed by its members, the Caretakers, and by its Executive.
### Rules
- [INFO ON BYLAWS, INTERACTION WITH THESE RULES - NEEDS INPUT FROM LAWYERS]
### Articles
- [INFO ON ARTICLES, INTERACTION WITH THESE RULES - NEEDS INPUT FROM LAWYERS]
### Member Organizations: Caretakers
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#### Adding Caretakers
- Caretakers can be added by a 2/3 majority vote of existing Caretakers.
- Organizations that wish to become Caretakers can:
- be nominated by an existing Caretaker or the Board.
- be nominated by an existing Caretaker or the Executive.
- apply to be considered as a Caretaker.
#### Removing Caretakers
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- Manipulated or attempted to manipulate a past transaction.
- A Caretaker can be removed for any reason with a 3/4 vote of all Caretakers.
### Board of Directors
### Executive Directors
#### Number of Directors
- At any given time there will be no more than 5 Directors.
- The Directors will include at least one individual who is employed by ascribe and at least one individual who is not employed by or a director of any of the Caretakers.
#### Number of Executives
- At any given time there will be no more than 5 Executives.
- The Executives will include at least one individual who is employed by ascribe and at least one individual who is not employed by or a director of any of the Caretakers.
#### Electing Directors
- Directors can be nominated by the Caretakers or by the Board.
- The Directors will be elected by the Caretakers.
#### Term Limit
- Initial members of the Board will be appointed for a term of not more than three years.
- Directors will be elected for three year terms, staggered so no more than two Directors are replaced at a time.
- Directors are elected for one term with a two year duration.
- Directors are automatically nominated for reelection at the end of their term unless they ask to be excluded.
- Directors can serve a maximum of 3 consecutive terms.
#### Electing Executives
- Executives will be nominated and elected by the Caretakers.
## Operations
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#### User Transactions
- Anyone can send a Transaction to IPDB if that Transaction is signed with their Key.
- Users get [NUMBER] free transactions per month.
- Users who want more than [NUMBER] transactions can buy addional transactions from the Foundation or through a Transaction Agents.
- Users get [NUMBER] free Transactions per month, and [VOLUME] transfer per month.
- Users who need more than the free service can buy addional Transactions or capacity from the Foundation or through a Transaction Agents.
#### Transaction Agents
- Users can purchase additional Transactions from Transaction Agents at a price negotiated with a Transaction Agent.
- Transaction Agents pay for Transactions at a rate set by the Foundation.
- Transaction Agents make a monthly payment to each of the Caretakers and the Foundation based on how many Transactions they sold during the previous month.
- Users can purchase additional Transactions or capacity from Transaction Agents at a price negotiated with a Transaction Agent.
- Transaction Agents pay for Transactions and capacity at a rate set by the Foundation.
- Transaction Agents make a monthly payment to each of the Caretakers and the Foundation based on their users usage during the previous month.
- Transaction Agents compete with one another on price and services.
#### Legal Requests
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### Governance
#### Board Meetings
- The Board will meet at least every 90 days. Board meetings must be conducted in person or by tele- or videoconference.
- A quorum of 4 Board members is required to call the meeting to order.
#### Executive Meetings
- The Executive will meet at least every 90 days. Executive meetings must be conducted in person or by tele- or videoconference.
- A quorum of half the Executive members is required.
#### Votes by Board
- Votes by the Board must be conducted in person or by video conference.
- Votes by the Board pass with a simple majority.
#### Votes by Executive
- Votes by the Executive must be conducted in person or by video conference.
- Votes by the Executive pass with a simple majority.
#### Votes by Caretakers
- Votes by the Caretakers must be conducted in person, by video conference, or through the IPDB voting system.
- Votes taken by Caretakers will be binding on the Board if the vote passes with a 3/4 majority.
- Votes taken by Caretakers will be binding on the Executive if the vote passes with a 3/4 majority.
#### Changes to the Rules
- Changes to the Rules must be approved by a majority of the Board and a majority of the Caretakers.
- Changes to the Rules must be approved by a majority of the Executive and a majority of the Caretakers.