Koha Foundation Steering Group Update 5 March 2025 Dear Koha Community Since our last update, the Foundation Steering group has met three times and made significant progress towards establishing the Koha Charitable Foundation in the following areas. Foundation vision and purpose The Koha Charitable Foundation will be established in the Open Library Foundation (OLF) as a Single Member Limited Liability Corporation (SMLLC) with the following vision: Koha Charitable Foundation promotes, protects, and enables the development of the Koha free and open source library system, and supports and facilitates the growth of a diverse and international community of Koha contributors and users. The Koha Charitable Foundation aims to: 1. foster the development, distribution, and adoption of the Koha free and open source software (hereafter referred to as "Koha") to manage both physical and online collections; 2. solicit, collect, and otherwise raise money in furtherance of the goals and activities of the Koha Charitable Foundation LLC; 3. expend funds collected in furtherance of the goals and activities of the Koha Charitable Foundation LLC and in accordance with any stipulations required by organizations providing funding to the Koha Charitable Foundation; 4. foster, promote and increase opportunities for Koha to interoperate within the library technologies ecosystem; 5. foster community involvement with the Koha Charitable Foundation LLC. Koha Charitable Foundation governanceCommitment to Community-Driven Representation We understand the importance of having representatives on this Steering Group, and also on the eventual governance board, that reflect the diverse perspectives of the Koha community. All of us are dedicated to ensuring that those who volunteer to represent Koha in the Foundation remain aligned with the community’s values and the open-source mission that guides our work together. It is proposed that the Koha Charitable Foundation will be governed by a board made up of no fewer than five and no more than 11 volunteer members of the Koha community, each entitled to vote on decisions of the board. Among those members will be the three legally required roles of: - Manager - Treasurer - Secretary These three roles will be nominated and voted in by the board on a rotational basis as described in the Koha Charitable Foundation’s bylaws. There will be provisions in the bylaws to ensure that support companies and individuals that derive an income from Koha do not have majority representation in these three roles. The board members will be nominated on a rotational basis by the wider Koha community in accordance with a process described in the bylaws. The process will aim to ensure that ideally there is an approximate 50/50 split on the board of library organisation representatives and support company employees/individuals that derive an income from Koha. The process will also aim to ensure that there is representation from at least two continents on the board. The board will aim to establish communication channels and feedback processes to ensure that the voices of all parts of the Koha community are listened to and represented in board discussions and decisions. Additionally, there will be a non-voting ‘Financial Manager’, resident and working in the USA for ease of access to the Foundation’s banking and accounting functions and to work with the Open Library Foundation Treasurer to meet fiscal and legal reporting requirements. The board will have the ability to co-opt temporary or permanent non-voting members with specific expertise eg fundraising, legal, employment The bylaws will include provisions for sub-groups to be established as part of the Foundation, either temporarily or permanently, to work on specific tasks e.g. Kohacon, Product Management. Koha Charitable Foundation bylaws The Steering Group is currently drafting a set of bylaws, fully compliant with the legal requirements of being established as a non-profit SMLLC in the USA and covering the following key areas: - Purpose and legal powers - Board membership, powers and term of service - Sub-committees - Officers and non-voting board members - Financial dealings and indemnification - Book keeping and fiscal year - Counter terrorism and due diligence - Document retention policy and record keeping - Transparency and public disclosure - Code of ethics and whistle blowing - Bylaw amendment - Certificate of adoption of the bylaws. Next steps The steering committee aims to have the key elements of the proposed bylaws ready to communicate to the Koha community during April 2025, hopefully in time for the Marseille Hackfest. This will enable the community to provide any feedback before the bylaws are finalised. Before WolfCon 2025, the steering committee will aim to finalise the bylaws and run a nomination process to establish the first board of the Koha Charitable Foundation and finalise the application process to join the Open Library Foundation. Best regards, Koha Foundation Steering Group The Koha Foundation Steering Group is currently made up of the following members: Andrew Auld - PTFS Europe, UK andrew.auld@ptfs-europe.com MM @aulda (currently acting as Chair of the Steering Group) Peter-Paul Kloppenborg - BSZ, Germany paul.kloppenborg@bsz-bw.de MM @paulkloppenborg (currently acting as Secretary of the Steering Group) Aleisha Amohia - Catalyst, New Zealand - aleisha@catalyst.net.nz - MM @aleisha Brendan Gallagher - ByWater Solutions, USA - brendan@bywatersolutions.com - MM @bag David Cook - Prosentient Systems, Australia - dcook@prosentient.com.au - MM @dcook Éric Bégin - inLibro, Canada - eric.begin@inlibro.com - MM @eric Esa-Pekka Peskitalo - National Library of Finland - esa-pekka.keskitalo@helsinki.fi - MM @keskitalo George Williams - NEKLS, USA - gwilliams@nekls.org - @georgehwilliams Nick Clemens - ByWater Solutions, USA - nick@bywatersolutions.com - MM @kidclamp Sonia Bouis - Université Lyon 3 and Kohala, France - sonia.bouis@univ-lyon3.fr - MM soniab Thomas Dukleth - USA - td-koha-foundation@agogme.com - MM @thd Tomas Cohen Arazi - Theke, Argentina - tomascohen@theke.io - MM @tcohen