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Observation Committee
This page explains the role of Observation Committee, appointed by the Executive Committee of the Foundation's Open Council.
As the name suggests, the role of the Observer Committee is to observe the Muellners Foundation's various initiatives and ensure that the Foundation is in compliance with its vision & purpose.
Observation Committee members are usually individuals of industry wide reputation. They have had persistent success in steering and contributing to the humankind, with major sustainable impact. They can be successful product engineers, fin tech industry professionals, scientists, industry managers, researchers, youth leaders, social media influencers. The members of the Observer Committee have chosen to actively contribute to the Muellners Foundation's agenda. These members publish opinion articles on Foundation's open source projects, participate in presenting Foundation's agenda in their industry network, build strategic relationships with partners.
The primary role that these members play is ensure that the Muellners Foundation's activities are in compliance with its manifesto. Therefore, they observe and analyse Foundation's key initiatives and publish their findings periodically. The members to Observer Committee generally stay on the Council for a fixed period.
The members from the Observer Committee work with following guidelines:
Meetings:
1. The Observation Committee members shall meet the Executive Committee on an ongoing basis: 1.1 Generally recorded on a monthly basis through an electronic meeting with the Executive Committee, either exclusively or
1.2 When recorded through the member’s presence in the Foundation’s monthly Council meetings, or
1.3 When participating through the Independent Board's private mailing list on any Open Council vote, atleast once in a month.
Observation Committee plays a central role in observing, advancing and promoting Foundation's advocacy of its guiding principles. Therefore, a vote of confidence may be scheduled to register attendance of the Observation Committee members.
2. The Observation Committee members may choose to meet the Executive Committee or other members through an electronic meeting, in addition to the monthly Council meetings, to contribute to their roles and responsibilities.
3. Observation Committee can convene an electronic meeting, inviting all the Open Council members or all the Foundation's members, to conduct an independent documented audit or review of the Foundation’s projects and initiatives.
The meeting minutes from any convened “Observation Committee meeting” shall be released to the Executive Committee within 14 days of the meeting.
The Executive Committee reserves the right to reject or release the meeting minutes and documented reviews of this committee to the other members of the Foundation.
Serenity Governance Framework:
4. Muellners Foundation run itself with a decentralised governance model, known as Serenity. Observation Committee works with all the Open Council members with respect to the Foundation’s projects, spokesmanship of its advocacy and maintaining open source projects, licensing and infrastructure.
The Executive Committee ratifies the Observation Committee’s counsel.
The Independent Board then ensures ratification of any amendments to the constitution, governance and steering of the Foundation, based on Executive committee’s counsel.
Consideration:
5. Appointment to this Observation Committee is pro bono and voluntary in nature.Appointments are generally made for a minimum period of 1 year.
Appointment, Nomination, Removal and Resignation:
6.1 Nomination: Following members can officially nominate an existing member of the Foundation to the Observation Committee:
6.1 a. An individual member of the Executive Committee or of the Observation Committee or of the Advisory Committee.
6.1 b. A non Council member can also request a nomination, in the form of community proposal. The Nomination action shall be officially initiated by the only members mentioned in above 6.1 “a”.
6.2 Self nomination by an existing member of one of the Council Committees for his/her/their appointment to the Observation Committee is not acceptable.
Self nomination by an existing non Council member of the Foundation, for his/her/their appointment to the Observation Committee is not acceptable. Please read more. 6.3 Once the nomination is accepted by the Nominee, Nominee or the member nominating the nominee, shall file supporting information such as nominee's literature, publications, demonstration of social activities on Foundation's Membership Registry.
A Council Resolution "Vote IN" is then scheduled on the Council's mailing list.
Electoral Process for "Vote IN" is conditional to a quorum.
a. Quorum is achieved when a minimum of half of all the Open Council members, participate in the Council Resolution - "Vote IN". b. A decision is received in favour of the Council Resolution - "Vote IN", when majority of all the participating members of the Open Council, vote "+1". E.g: Let's say there are 21 Open Council members.
Atleast 11 members shall participate in the Council Resolution for the "Vote IN" to achieve quorum. This is the qualifying state for the Council Resolution to be logged on Serenity public ledger. For the appointment to be electorally approved, the "Vote IN" should receive atleast half of the total votes(required for quorum), in the favour of this Council Resolution. So, in this example, six (+1) votes of the participating 11 Council members will do the job.😒
6.4 Appointment to the Observation Committee is publicized on the public facing records of the Muellners Foundation and members are encouraged to link public affiliations to the Foundation.
Removal:
7.1 Members of the Executive Committee or of the Observation Committee or of the Advisory Committee can only officially nominate removal of a member from the Observation Committee.
7.2 Open Council Resolution - Vote OUT" is considered to be active on the Serenity system, once it is initiated on the Council’s private mailing list.
Electoral Process for "Vote OUT" is conditional to a quorum. a. Quorum is achieved when a minimum of half of all the Open Council members participate in the Council Resolution "Vote OUT". b. A decision is received in favour of the "Vote OUT", when majority of all the participating members of the Open Council, vote "+1". E.g: Let's say there are 21 Open Council members.
Atleast 11 members shall participate in the Council Resolution for "Vote OUT" to achieve quorum. This is the qualifying state for the Council Resolution to be locked on Serenity public ledger. For the removal to be electorally approved for next stage, the "Vote OUT" should receive at least half of the total votes(required for quorum), in the favour of this Council Resolution. So, in this example, six (+1) votes of the participating 11 Council members will do the job.😒
A strong reason for violation of Muellners Foundation’s governing policies and directives must be provided by member(s) initiating the resolution, to support the Council resolution “Vote OUT”.
7.3 Community Referendum: Final removal of a member from the Observation Committee is subject to a community referendum on the passed Council resolution “Vote OUT”, stated in 7.1 & 7.2 above.
Serenity's Community Referendum is generally accessible by all members of the Muellners Foundation - both Council and its CWC members and non Council members.
Quorum on the Community Referendum for the Council Resolution - "Vote Out" is achieved when 33% (more than 1/3rd) of all the voluntarily organised subscribed members participate. Of the minimum participating members, the Community Referendum stands as Decided when majority of the quorum populace votes in favour of the stated Council resolution “Vote OUT”.
E.g: Let's say there are 1000 Foundation members.
A minimum of 333 members are required to participate in the Community Referendum to achieve quorum. The decision of the Community Referendum depends on a majority(167/333) in favour of, or against the subject of the Referendum. This is the qualifying state for the Referendum to get locked on Serenity public ledger.
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8. If a member happens to serve on two Council committees, then this effectively means that two votes are counted for the same member for the Foundation’s Open Council voting decision proceedings, including on these governing protocols for appointment of members or their removal.
Resignation:
9. A Member's resignation from the Observer Committee is a voluntary action.
A member may resign from the Observer Committee by stating the reasons for resignation. The announcement of resignation can be done via electronic email on the Council's mailing list; [email protected]
Miscellaneous:
10. The Independent Board reserves the right to update the terms and conditions, statutes from time to time, in compliance with the existing rules and regulations of the association, including reserving the right to terminate the appointment to this Council Committee at any time, without notice and without the due electoral process of removal, in the following scenario:
If the member is found convicted of criminal, civil and financial crimes, in any court of competent jurisdiction, across the world, where Foundation has an active presence, either through a legal body representation or an affiliate network.
Read more on the guiding principles & diversity statement of the Foundation here.
Read more about the Foundation’s Code of Conduct here.
11. The statutes of the Foundation and terms and conditions governing its functioning can be found here. The Independent Board reserves the right to dissolve the whole Observation Committee and initiate constitution of a new Observation Committee.
12. The Foundation members communicate via cryptographic electronic communications systems, and technology tools licensed with global grants from Google for Non- Profits, Slack, Github, Gitbook, Atlassian, AWS, Microsoft etc. In connection to the electronic meetings convened by members of this committee, Foundation’s IT infrastructure shall be used.
If the meeting took place outside the Foundation’s communications infrastructure, then the meeting minutes must be brought back to the notice of the Executive Committee.

Role of Observer Committee members in arbitrations between disputing participants of Partner Program, which the Independent Board has delegated to the Observer Committee.

(i) Mediation and appointment of arbitrator:
Any dispute/difference and/or claim arising out of or in connection with an agreement between the participant organisations of the Serenity Partner Program shall be resolved amicably between the authorized representatives of the disputing parties, failing which such dispute/difference and/or claim shall be resolved by the arbitration of a sole arbitrator, to be nominated and appointed by this Observation Committee of the Foundation, to which authorized representatives of participant organisations may or may not be a member of.
The appointment of the arbitrator shall be ratified by the Independent Board of the Muellners Foundation.
(ii) Re appointment of arbitrator: In the event, an arbitrator so appointed is unable to proceed with the arbitration proceedings for any reason whatsoever, this Observation Committee, to which authorized representatives of participant organisations may or may not be a member of, shall appoint another single arbitrator in his/her/their place, who shall become entitled to proceed with the arbitration proceeding from the state at which it was left by his predecessor.
(iii) Governing Law: The arbitration proceeding shall be governed by the provisions of the Danish Arbitration Act 2005 and any statutory amendments thereof.
(iv) Location: The venue of arbitration shall be at Copenhagen and if due to any reason, physical attendance of authorised representatives of both the parties, and the appointed arbitrator is not possible, then the arbitration proceedings may take place via recorded electronic communications system.
(v) Cost and binding arbitration: Any costs and fees other than attorney fees associated with the arbitration shall be shared equally by the disputing parties. The award passed by the arbitrator shall be final and binding on the disputing parties.
Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
Upon a successful nomination and having received a passed Council Resolution "Vote IN", a new Open Council member should file their supporting documents to Serenity Membership Registry. A private link is generated by Serenity system.
Last modified 1d ago