Introduction

This document describes the  regulations and procedures that govern membership of the Dgroups platform and community. 

• These regulations and procedures apply to organizations that are members of the Dgroups Partnership, as confirmed in their signed  Letter of Agreement with the Dgroups Foundation.

• Under the Foundation statute, member organizations comprise a Dgroups Participants Council that meets annually.

• These regulations and procedures are an addition to the Statute of the Dgroups Foundation. In cases where these may be seen as conflicting, the interpretation of the Statute will prevail.

The work of Dgroups will be convened in the spirit of the Foundation’s core values of collaboration and partnership. Where there is conflict over any issues related to these guidelines, efforts will be made to resolve them in the spirit of these values.

Regulations

1. Changes to these regulations and procedures

1. These regulations can only be approved and or changed by the Participants Council.

2. The Board as well as any member organization can propose changes to these regulations. Such proposals should be presented to all members at least two weeks before the decision for the change is taken.

3. Decisions to change the regulations require a positive vote by a majority of the members. This is minimum 50% plus one.

    

2. Membership of the Dgroups Partnership

1. Membership of the Dgroups Partnership is defined under Article 4 of the Dgroups Statute. 

2. The Board of Dgroups shall set the level of the annual membership contribution, paid annually by the members organisations to the bank account of the Foundation or its representative. 

3. The Board shall accept payments of membership fees for a period longer than 1 and up to 4 years when members organizations wish to do so.
   

4. In certain circumstances the Board of Dgroups shall accept in-kind membership contributions.  This is normally a proportion of the full contribution plus an agreed amount of staff time in days and is agreed annually by the Board.

5. In-kind contributions might include: translation of manuals and other materials; participation in testing or other technical work; engagement in various aspects of platform animation and support; viral marketing and recruiting new paying members.

6. The following criteria will be used by the Board to determine if an organization is eligible to pay in-kind membership contribution: 
1. Type and nature of organization (i.e: non-profit, based in a developing country)
2. Size and turnover (i.e: number or employees, employees daily fee, annual budget)
7. The Board shall set on an annual basis the level of paying members required for sustaining Dgroups.
8. Organizations interested and willing to join Dgroups can be granted the creation of one or more groups to test or experiment with the platform. 

9. Each member signs a Letter of Agreement with the Dgroups Foundation that regulates its contributions, benefits, and responsibilities.

10. An organization wanting to join the Partnership applies to the Board of the Foundation using such mechanisms provided by the Board or its representatives.

11. Candidate members must indicate why they want to join the partnership and agree to sign and follow any agreements devised by the Dgroups Board or the Partnership to regulate the actions of members.

12. The Board reviews and decides on each membership application. Decisions are communicated to the membership.

     

3. Termination of membership

1. Any member can terminate its membership in writing with three months' notice before the end of the year for which they have paid their membership fee.

2. Where a member is more than one year in arrears of their fee payment, the Board will warn them that their membership is lapsing.

3. When membership has lapsed or been terminated, creation rights will be removed from the organization. On a case by case basis, the Board will decide whether the groups created by these members will continue to exist, reallocated to another member or closed and archived.
   
   

4. Rights and Responsibilities of Members of the Dgroups Partnership 

1. Members are entitled to:

1. Create groups for their own organization in accordance with the guidelines for creation and usage of these groups;

2. Create groups for third parties in accordance with the guidelines for creation and usage of these groups;

3. Create up to 3 customized skins for their groups without additional costs. In case a member might want more customized skins, the members requesting those skins should pay for additional costs involved.

4. Receive support from Dgroups in accordance with the levels agreed between the Dgroups Foundation and the platform hosting entity;

5. Present a candidate for the Board.

2. Members are expected to:

1. Ensure responsible use of any groups they create, be it for their own organization or for their partners, according to the Terms of Use and any other legal provisions determined by the Dgroups Foundation to ensure the safe and secure use of Dgroups.

2. Promote Dgroups to other organizations and actively encourage them to join Dgroups.

3. Behave in a responsible way, contributing to the sustainability of Dgroups and preventing abuse of Dgroups.

    

5. Board of the Foundation 
   

1. Role, duties and management of the Board of the Foundation are defined under Article 5 of the Dgroups Statute. 

2. The Board can take legal decisions at meetings only if a majority of Board office-holders are present or represented at the meeting. 

3. Each board member shall be entitled to cast one (1) vote. In principle, all Board decisions should be taken by consensus. Failing a consensus, or if unavoidable, a vote should be held, and decision should be taken with an absolute majority of the votes validly cast. 

4. The Board will present audited annual reports, status updates and forecasts of the finances to the members. 

5. The Board is responsible for the proper financial administration of the Foundation, according to Dutch law.

6. One member of the Board is designated Treasurer with a specific role in this area. However, Board members have a collective responsibility for finances. 

7. The Secretary of the Board will keep a record of the members of the Participants Council which will also be available on the Dgroups Partnership Dgroup.

8. Minutes of Board meetings will be made available to members not later than a month after they are approved by the Board.

9. Any member representative – whether a designated member of the Participants Council or another employee of a partner organization - is entitled to comment on these minutes and, when appropriate, can request a response within 2 weeks.

10. The Board can decide to contract to external actors coordination and other administrative tasks. The Board in responsible for managing the relationship with the contractor(s) and, depending on the specific case, a representative could be identified to act on behalf of the Board.
    
    

6.  Participants Council

1. The term 'Participants Council' refers to the council of all Dgroups members' organizations.
   Each member organization will be represented on the Participants Council, although their representative does not need to be an employee.

2. If a decision of the Participants Council is needed when no members meeting is planned within 6 months, and or the Board needs a decision of the Participants Council, discussion and decisions can be taken electronically or by such mechanism designated by the Board.

3. A list of candidate Board members should be presented to all member organization in advance of an election.

4. If there are more candidates than available positions on the Board, an election will be held during the members meeting.

5. The Participants Council will be convened annually at the Annual Meeting of the Members. If this Annual Meeting can not take place for any reason, it will be replaced by an online discussion convened with the clear intention to replace the Annual Meeting.

6. For organizations which cannot be present at the annual meeting, reasonable efforts will be made to ensure that they can be involved virtually. In particular, they will still be able to take part in the elections of Board members.

7. As cited in the Statute of the Dgroups Foundation, the Participants Council will decide the number of board members. This will be not more than 5 and not less then 3. If more Board members are considered necessary to the work of the Board, this will be proposed by the Board to the members.

8. Each member organization is represented to Dgroups by a named individual who will be delegated to participate in the Participants Council. If this individual is not named by an organization, this will relate de facto to the person who is able to attend the Annual Meeting. Where more than one person from an organization is present at the Annual Meeting, they will decide amongst themselves which one is the representative on the Participants Council.

9. The Board members will be elected by ballot from and by members of the Participants Council.

10. The Board shall regularly inform the members on developments in the Dgroups using the Partnership Dgroup.

11. The costs of attending the Annual Meeting will be borne by the participating organizations.

12. Where members of the Participants Council are unable to attend, they will be involved in the Board election process by e-mail or any other online tool.

13. Members of the Participants Council are actively invited to propose issues for discussion at the Annual Meeting. Agenda items must be submitted 6 weeks before the date of the Annual meeting.

14. In principle decisions of the Participants Council will be taken by consensus. Failing a consensus, or if unavoidable, a vote should be held, and decision should be taken with a positive vote by a majority of the members. This is minimum of 50% plus one.  Depending on the issue (e.g. personal issues) secret voting may be considered.