Observers Council

As the name suggests, the role of the Observer Council is to observe the Muellners Foundation's various initiatives and ensure that the Foundation is in compliance with its vision & purpose.
Observation Council 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 Council 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 Council generally stay on the Council for a fixed period.
The members from the Observer Council work with following guidelines:
Meetings:
1. The Observation Council members shall meet the Executive Council on an ongoing basis:
Generally recorded on a monthly basis through an electronic meeting with the Executive Council, either exclusively or through Open Convention.
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 Council vote, atleast once in a month.  
Observation Council 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 Council members.
2. The Observation Council members may choose to meet the Executive Council or other members through an electronic meeting, in addition to the monthly Council meetings, to contribute to their roles and responsibilities. 
3. Observation Council 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 Council meeting” shall be released to the Executive Council within 14 days of the meeting. 
The Executive Council reserves the right to reject or release the meeting minutes and documented reviews of this council to the other members of the Foundation. 

Serenity Governance Framework: 
4. Muellners Foundation run itself with a decentralised governance system, known as Serenity. Observation Council 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 Council ratifies the Observer Council’s Resolutions. 
The Independent Board then ensures ratification of any amendments to this constitution, governance and steering of the Foundation, based on Executive Counsel’s public reports.
The chair of Observation Council may also get elected to an Open Tribunal, registered on Serenity Governance System for arbitrations between disputing members of the Foundation.
Consideration:
5. Appointment to this Observers Council is pro bono and voluntary in nature. Appointments are generally made for an election period of atleast 1 year and atmost 3 years. 
Appointment, Nomination, Removal and Resignation: 
6.1 Nomination: Following members can officially nominate an existing member of the Foundation to the Observation Council: 
6.1 a. An elected member of the Executive Council or of the Advisory Council or of this Observers Council.
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 already elected) member of one of the bodies of the Open Council for his/her/their appointment to the Observers Council is not acceptable.
Self nomination by an existing non Council member of the Foundation, for his/her/their appointment to the Observation Council 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 Council is published on the public facing records of the Muellners Foundation. 
Removal: 
7.1 Members of the Executive Council or of the Observation Council or of the Advisory Council can only officially nominate removal of a member from the Observation Council. 
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 Council is subject to a community referendum on the passed Council resolution “Vote OUT”, stated in 7.1 & 7.2 above. 
Community Referendum is generally accessible by all members of the Muellners Foundation - both Council, 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.
😒  
8. A member may serve on more than one Open Council bodies. Each Council body membership reserves additional voting rights. 
If a member happens to serve on two Open Council bodies, then this effectively means that two votes are counted for the same member for the Foundation’s Council Vote based decision proceedings, including but not limited to the governing protocols for appointment of members or their removal to the Open Council.
Resignation:
9. A Member's resignation from the Observer Council is a voluntary action. 
A member may resign from the Observer Council by stating the reasons for resignation. The announcement of resignation can be done via electronic email on the Council's mailing list.
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 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 Observers Council and initiate constitution of a new Observers Council.
12. The Foundation members communicate via cryptographic electronic communications systems, and technology tools. 
In connection to the electronic meetings convened by members of this council, 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 Council.   
Role of Observer Council members in Open Tribunal for arbitrations between disputing participants of Serenity Partner Program:
(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 to an Open Tribunal, by this Observation Council of the Foundation, to which authorized representatives of participant organisations may or may not be a member of. 
The appointment of the arbitrator and subsequent constitution of an Open Tribunal 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 Council, 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(s): The arbitration proceeding shall be governed by the provisions of the jurisdiction where Foundation has a Fiscal host:
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. Read more on Case Processing Fees here. 

Judgment upon the award rendered by the arbitrator(Open Tribunal) may be entered in any court with jurisdiction to do so.
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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.
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