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Charter of the Creative Commons Global Network Council

Adopted December 5, 2018

ARTICLE I – MISSION AND PURPOSE

  1. The Creative Commons Global Network Council (the "GNC" or the “Council”) is the governing body of the Creative Commons Global Network (the “CCGN”). The Council is one of three key components constituting the Global Network, alongside Chapters and Network Platforms as established by the CCGN Charter. The purpose of the GNC is to serve as the administrative body for the CCGN, whereas the substantive work and direction of the CCGN is established by Chapters and Network Platforms consistent with the Charter, CCGN policies, and the charitable mission of Creative Commons.

  2. The CCGN is a project of Creative Commons. Like the Network Platforms and Chapters, the Council is an integral part of the project. Its work, like other components of the CCGN, are conducted consistent with and in furtherance of the charitable mission of Creative Commons and its tax-exempt purposes. The CCGN and its components, including members of the Council, are not members of Creative Commons under Chapter 180 of the Massachusetts General Laws. The Council is not authorized to act on behalf of Creative Commons or to direct or otherwise manage the work of Creative Commons or its staff, and shall limit its activities to assisting Creative Commons in the administration of the CCGN consistent with all policies, guidelines, and practices as may be established from time to time.

  3. The core responsibilities of the Council follow. These responsibilities may be delegated to a committee of the Council, including the Executive Committee and the Membership Committee.

A. Create processes and procedures for the establishment, approval, and disbandment of Network Platforms, processes and policies related to their operation, establish Network Platform budgets, and the scope of Network Platform activities based on the CC Global Network Strategy;

B. Develop, oversee, and ensure implementation of the policies related to approval of membership and participation in the CCGN, including inquiries and disputes related to membership or participation in the CCGN or a Chapter, including membership applications and allegations and appeals involving violations of the CCGN Charter and Chapter policies and procedures;

C. Develop, monitor and provide input to CC on the Global Network Strategy with the work of the CCGN, including its Chapters and Network Platforms, based on the shared set of objectives established in the Charter and taking into account resources at the disposal of the Council;

D. Grow the overall CCGN and the broader open movement, seek funding for the CCGN, and periodically evaluate the effectiveness and goals of the CCGN;

E. Provide advice to Creative Commons on improving and enhancing staff support, infrastructure, and initiatives that support the health, growth, economic sustainability and effectiveness of the CCGN; and

F. Other administrative matters relating to the conduct and operation of the CCGN and its committees, which may include the adoption of consensus and transparency principles and practices.

ARTICLE II – MEMBERSHIP

  1. Membership to the Council shall consist of one Global Council Chapter Representative selected by each CC Chapter that has been established in accordance with the CCGN Charter, the Guide to Establishing a Chapter, and the Chapter Standards and Guidelines (a "Council Representative"). The Council Representative should be identified to the Secretary promptly following his/her/their selection by a Chapter.

  2. The term of a Council Representative shall be one year, which term commences upon selection and terminates at the next Annual Meeting of the Council after such selection, with the exception of Council Representatives selected before the first Annual Meeting whose terms shall expire at the second Annual Meeting. For Chapters first established between Annual Meetings, a Council Representative shall serve a term that commences as of selection by the Chapter and terminates as of the next Annual Meeting thereafter. Council Representatives may serve a second consecutive one-year term if permitted by their Chapter processes and procedures. Thereafter, Chapter Representatives have the possibility of serving an additional term after at least a one-year absence.

  3. A Council Representative may resign by delivering their resignation to the Secretary. A resignation is effective upon receipt or such other time as stated in the resignation. A Chapter may replace its Council Representative consistent with its Chapter policies and practices, in which case the Chapter may choose and identify a replacement Council Representative to serve the remainder of such term.

  4. A Council Representative may be removed by the Council at any time by a vote of the majority of the Council Representatives then serving if the

Council determines that the Council Representative has engaged in any of the following:

  1. Violation of the Charter, including the Code of Conduct;

  2. Repeated failure to attend or constructively participate in meetings of the Council or one of its committees;

  3. Engagement in dishonesty, gross negligence or misconduct related to their work on the Council or one of its committees; or

  4. Unethical and disruptive behavior which causes friction within the Council membership.

  5. Upon the resignation, removal, or replacement of a Council Representative, the individual shall be automatically removed from all Council committees on which they serve. The Council will fill any such committee vacancy in accordance with Article V, below.

ARTICLE III – MEETINGS

  1. An Annual Meeting of the Council shall be set and called by the Executive Committee each calendar year. The Annual Meeting will take place at approximately the same time each year when possible. Notice and a proposed agenda for the Annual Meeting shall be circulated by the Executive Committee to the GNC in advance so that Council Representatives can propose agenda items for discussion and consideration. In addition to the Annual Meeting, the Council shall aspire to meet at least once per quarter. Meetings may be conducted by phone, video call or other remote means. A single meeting may take place in one or more sessions to accommodate time zones of the Council Representatives, provided the same agenda is presented at each session and notes summarizing the sessions including any recommendations are made available to all Council Representatives.

  2. Decisions of the Council shall be made by consensus when possible. All Council Representatives shall be entitled to vote on all matters brought before the Council for official decision when a consensus is not reached. The GNC expects that all members will be regularly engaged and contribute between meetings, and will make attendance at meetings a priority. Accordingly, the normal practice is that members will participate and make their views known in advance of meetings even if they are unable to attend. Notwithstanding, for official business of the GNC, including when consensus cannot after a good faith effort be achieved, a vote shall be taken on official matters. A quorum of no less than ¼ of the total membership of the Council must be present at the meeting session(s) for such purposes in order for a vote to be taken. The vote of a majority of a quorum if present shall be the decision of the Council.

ARTICLE VI – OFFICERS

  1. The officers of the Council shall consist of a Chair, Vice Chair, and Secretary, and such other officers as the Council may determine.

  2. The Chair, Vice Chair and Secretary, as with other officers (if any), shall be elected at the Annual Meeting. The Chair, shall preside at all meetings of the Council, and shall be responsible for general supervision and control of the business of the Council. In the absence of the Chair, the Vice Chair shall perform the Chair’s responsibilities. The first Chair of the Council will be the CC Director of Ecosystem Strategy and shall serve on an interim basis until the Council selects a Chair. The Chair shall hold office until the next Annual Meeting, and thereafter until their successor is selected by the Council or otherwise resigns. In the event the Chair resigns or is removed, the Vice Chair shall assume responsibilities of the Chair on an interim basis, until such time as the Council selects a new Chair.

  3. The Secretary of the Council shall be appointed by Creative Commons, and shall be responsible for calling meetings, maintaining records of proceedings, and otherwise supporting the work of the Council.

ARTICLE V – COMMITTEES

  1. The Council shall appoint an Executive Committee consisting of nine (9) members. The Executive Committee shall consist of the CEO of Creative Commons, two staff or board members appointed by the CEO of Creative Commons, and six Council Representatives elected by the Council, one of whom shall be the Chair of the Council. The term shall be one year, and the Executive Committee shall be appointed annually at the Annual Meeting of the Council. The Council shall strive to appoint Council Representatives that fairly represent the geographic, cultural, racial and gender diversity of the CCGN, and consider the CCGN’s goal of supporting opportunities for new contributors to participate in all aspects of the CCGN. All members of the Executive Committee shall have voting rights on matters within its purview. The Council shall adopt a Charter governing the work and operations of the Executive Committee. The Executive Committee shall have the power to act for the full Council on all matters between Council meetings. The Chair of the Council shall also serve as Chair of the Executive Committee.

  2. The Council shall appoint a Membership Committee consisting of fifteen (15) individuals comprised as follows: twelve (12) members of the CCGN, including the Chair of the GNC together with elected Council Representatives; the CEO of Creative Commons; and the CC Global Network Manager and the CC Director of Ecosystem Strategy. In addition, the General Counsel of Creative Commons or their designee shall serve as an ex officio non-voting member of the Committee. The Council shall strive to appoint members that fairly represent the geographic, cultural, racial and gender diversity of the CCGN, and consider the CCGN’s goal of supporting opportunities for new contributors to participate in all aspects of the CCGN. The Council shall adopt a Charter governing the work and operations of the Membership Committee. Membership Committee responsibilities shall include, among other matters, handling inquiries and disputes related to membership or participation in the CCGN or a Chapter, including membership applications and allegations and appeals involving violations of the Charter and Chapter policies and procedures. The list of responsibilities shall be set forth in the Charter of the Membership Committee.

  3. The Council may appoint additional committees and may delegate to any such committee or committees any or all of their powers. The members of any committee shall be selected from the Council and remain in office at the pleasure of the Council.

ARTICLE VI – AMENDMENTS

The GNC, acting as such or via the Executive Committee, has authority to amend this Charter and the Charter of the Creative Commons Global Network. As a U.S.-based 501(c)(3) tax-exempt charitable corporation and governed by state and federal laws as well as its own governing documents, Creative Commons is obligated to retain final right to approve any such amendments and may also amend this Charter to comply with any applicable laws. Creative Commons will consult with the GNC in connection with any such changes.