matrix.org/content/blog/2023/12/2023-12-19-electing-our-first-governing-board.md

+++
date = "2023-12-19T18:00:00Z"
title = "The Governing Board, our next big step in open governance"

[taxonomies]
author = ["Josh Simmons"]
category = ["Foundation"]

+++

## Forging our future with Matrix

As 2023 winds down and I find myself in the thick of planning for 2024, I’d like to start preparing all of us in the Matrix ecosystem for what is to come.

Next year will mark a number of important milestones in the history and evolution of Matrix: the protocol will mark its [10th birthday](https://matrix.org/blog/2014/09/03/hello-world/), we’ll see [key initiatives](https://matrix.org/blog/2023/09/matrix-2-0/) in the spec cross the finish line, and we’ll seat the first ever community-elected Governing Board.

The election of our first Governing Board is what I’d like to focus on today, because it is a huge milestone on the path to an independent, self-sustaining, and self-governing ecosystem. When we celebrate Matrix’s 20th birthday, we’ll look back and our history will be divided much the same way it is in other ecosystems: before and after incorporating a foundation, and before and after introducing community governance.

Let’s talk about what the Governing Board is, why it matters, and how to get involved!

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### What is the Governing Board

The Governing Board is an elected advisory board that supports and guides Matrix. It is a group of up to 25 people who offer a representative set of perspectives that will keep the Foundation on track and accountable in its work to evolve the spec and nurture the ecosystem.

The specific duties of the Governing Board include:

* Approving the Foundation’s budget based on the Managing Director’s recommendations.
* Approving partnerships and relationships with an annual value over $50,000.
* Approving initiatives and programs which will have a major impact on the brand and reputation of the Foundation, or create a new revenue stream.
* Helping the Spec Core Team prioritize their work, such as which MSC’s need attention in any given release cycle.
* Providing conclusions, recommendations, and guidance on next steps to the Guardians.

Ultimately, the Governing Board is meant to be a clearing house of feedback, expertise, and perspectives from across the ecosystem. Meeting at least twice a year, the Governing Board will shape our operational reality, influence our technical roadmap, and explore the next steps in making the Foundation increasingly transparent and community-governed over time.

The Governing Board and membership program have been intentionally structured to ensure key stakeholders from across the ecosystem have a voice. That structure was first codified in April 2023 with the Governing Board Terms of Reference, and I’m pleased to say that, with Guardian approval, I’ve introduced a round of improvements that incorporate community feedback and improve on the initial design.

A more in-depth discussion of the membership groups follows later in this post, but at a high level the composition of the Governing Board is as follows:

* Nonprofit and community representatives
    * 4 Individual Members
    * 3 Ecosystem Members
    * 2 Associate Members
* Funder representatives
    * 4 Platinum Members
    * 3 Gold Members
    * 2 Silver Members
* Foundation representatives
    * Managing Director
    * 2 Spec Core Team Members
    * 3 Guardians

All of the Governing Board members, with the exception of the Foundation’s Managing Director, are selected based on elections run by the Foundation within each group. Every year half of the groups’ representatives will end their term and those groups will vote in a new election – with the exception of our first elections in 2024.

In 2024, we will elect Governing Board members from all of the groups so that no one has to wait until 2025 to be represented. Half of the members elected in 2024 will have 1-year terms in order to enable this staggered election timeline. The reason for the staggered elections is that we want to maintain a degree of continuity so that we can accumulate institutional knowledge.

### Why does it matter

The Governing Board matters because it is the beginning of shared decision making for our collective assets, complementing the Spec Core Team which brought shared decision making to the protocol itself. The two, together, represent a complete set of basic community governance.

Not only will the Governing Board weigh in on our shared assets, it will also channel community feedback to the Spec Core Team in a more structured and representative fashion. Further, the Governing Board is itself a mechanism for introducing even more community governance.

This is a key threshold that all major open source communities must cross, and a pivotal moment in which individual and collective behavior sets precedents – good or bad – that echo for years to come.

The importance of the Governing Board is heightened by the context in which the Foundation itself was created: as an organization being spun out of the for-profit, Element, that Matrix’s founders Matthew Hodgson and Amandine Le Pape started in order to fund research and development of the project.

In many cases, for-profit organizations created to fund R&D of an open source project end up going down an unfortunate path that ultimately sees the project fall into a “[rights ratchet](https://meshedinsights.com/2021/02/02/rights-ratchet/)” pattern that takes it out of the open source commons. The last 5 years of open source have been littered with dispiriting examples of this.

Much to the credit of Matrix’s founders, they have charted a different course. Matthew and Amandine formed the Matrix.org Foundation, gave it all the core project assets, and donated millions of dollars annually in services through Element. Even when they ultimately made the decision to fork some of the Foundation’s projects in a bid to keep Element stable, they implemented a Contributor License Agreement with a clause that ensures those projects, and all third party contributions to it, remain available under an open source license. This is a laudable pattern when cast against the backdrop of the rest of the industry.

But the fact remains that the Foundation was spun out of an existing organization, and the resulting power dynamic is one that is unequal. The broader community and Matrix’s founders all agree: we need a Foundation that is more representative and more independent.

The Governing Board is how we get there.

### Getting ready for our first elections

Running the first Governing Board elections will require preparation from both the Foundation and everyone who aims to participate in the elections.

#### Election timeline

Our first election season begins April 2024 and ends in June. The timeline looks like this:

* Monday, April 15: Announcements with logistical details
* Saturday, April 20 through Friday, April 26: Nominations
* Saturday, April 27 through Friday, May 17: Campaigning
* Saturday, May 18 through Friday, May 31: Voting
* Monday, June 3: Results announced

Following the election, the duly elected members of the Governing Board will participate in an onboarding process prior to their first official meeting which will be scheduled following the conclusion of the election.

#### Preparations at the Foundation

First, the Foundation itself needs to establish its membership and voter rolls, which requires new tools to manage membership, and processes paired with an outreach campaign to make sure we bring everyone along with us.

We’ve started that by beginning to consolidate on Donorbox as our donor management platform, and making it possible to [become an Individual Member](https://donorbox.org/membership-303) simply by signing up at the appropriate level on Donorbox. If you’re an existing donor on Donorbox or another platform, you’ll be hearing from us about how to make the transition.

Please keep your eyes on our blog, social channels, official Foundation rooms, and your email inbox. We’ll be using as many channels as we can to make sure we reach people – including donors who are eligible to be Individual Members that have donated anonymously such that we have no direct contact info.

#### Preparing yourself and your community for the election

There are many membership groups (referred to in the Terms of Reference as “constituencies”) from which people may nominate themselves as candidates.

Among those membership groups are three who represent the grassroots corners of the community:

* Individual Members are people who donate at least $60 per year, or equivalent in other currencies. In the future, we will allow people to apply for Individual Member status on the basis of non-monetary contributions to the community. They are elected to represent themselves. You can [become an Individual Member today](https://donorbox.org/membership-303)!
* Ecosystem Members are open source projects that speak Matrix – such as clients, servers, or bots. If you are the maintainer of such a project, stay tuned, we'll begin accepting applications for Ecosystem Members in late January. Each Ecosystem Member may nominate a representative to run in the election. 
* Associate Members are open source foundations, standards bodies, other nonprofits, and organizations that use Matrix but are resource constrained such as universities. If you are in leadership at such an organization, stay tuned, we'll begin accepting applications for Associate Members in late January. Each Associate Member may nominate a representative to run in the election.

Then there are three membership groups who represent the major funders of the Foundation, major funders who are typically service providers who use Matrix or organizations with major deployments. Each funder is entitled to nominate a representative to run in the election. These funders, as of today, include both for-profits and public sector organizations. If your organization is interested in becoming a funder, [please reach out](mailto:funding@matrix.org).

Members must be in good standing with the Foundation and its Guardians in order to qualify as candidates. This is discretion we don’t expect to have to exercise often, thankfully. One needn’t be agreeable to be in good standing, but one ought to, for instance, not violate our Code of Conduct. We need to build a Governing Board that can have healthy debates and get things done.

If you are considering nominating yourself, it would serve you well to build positive working relationships with others in your community and membership group. That’s something you can start doing today, even before the official nomination period opens.

As we get closer to the elections, we’ll share more about the level of commitment that is required of Governing Board members and how we aim to work together.

But until then, the best thing you can do to support the Foundation and prepare for the elections is to become a member!