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| # Kanbanara
# A Kanban-Based Project Management System

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## Constitution of a Charitable Incorporated Organisation whose only Voting Members are its Charity Trustees

1. ### Name

   The name of the Charitable Incorporated Organisation ("the CIO") is Kanbanara Software Foundation.

2. ### National Location of Principal Office

   The principal office of the CIO is in England.

3. ### Objects

   The objects of the Kanbanara Software Foundation are:

   1. to hold the intellectual property rights in all past and future versions of Kanbanara, a Kanban-based project management system. The KSF may also seek rights to other Kanbanara-related software for relicencing under a KSF licence.
   2. to manage the open source licensing for Kanbanara version 1.0 and later,
   3. to own and protect the Kanbanara name and the names, service marks and trademarks associated with all other intellectual property held by the KSF.
   4. to promote, protect, and advance Kanbanara,
   5. to fund Kanbanara related development with our grants program and by funding special projects,
   6. to support and faciliate the growth of a diverse and international community of Kanbanara users and programmers, and
   7. to foster development of the Kanbanara community and is responsible for various processes within the Kanbanara community, including developing the core Kanbanara distribution, managing intellectual rights and raising funds.
   8. to produce the core Kanbanara distribution, made available to the public free of charge. This includes Kanbanara itself, its documentation, installers, source code, educational material, and assorted tools and applications.
   9. to establishe KSF licences, ensuring the rights of the public to freely obtain, use, redistribute, and modify intellectual property held by the KSF.
   10. to work with the Open Source Initiative to ensure that KSF licences conform to the Open Source Definition.
   11. to solicit and manage contributions to the Kanbanara codebase and may perform these services on behalf of other open source Kanbanara-related codebases.
   12. to raise funds to support KSF programs and services.
   13. to publicise, promote the adoption of, and facilitate the ongoing development of Kanbanara-related technology and educational resources. This includes, but is not limited to, maintaining a public web site, planning Kanbanara conferences, and offering grants to Kanbanara-related open source projects.
   14. to encourage and facilitate Kanbanara-related research in the public interest.

4. ### Powers

   The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO has power to:

   1. employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by Benefits and Payments to Charity Trustees and Connected Persons clause and provided it complies with the conditions of that clause.

5. ### Application of Income and Property

   The income and property of the CIO must be applied solely towards the promotion of the objects.

   1. A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO.
   2. A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO's expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

   None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO.

   Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Benefits and Payments to Charity Trustees and Connected Persons clause.

6. ### Benefits and Payments to Charity Trustees and Connected Persons

   1. ### General Provisions

      No charity trustee or connected person may:

      1. be employed by, or receive any remuneration from, the CIO;
      2. receive any other financial benefit from the CIO;

      unless the payment or benefit is permitted by sub-clause (2) of this clause or authorised by the court or the prior written consent of the Charity Commission ("the Commission") has been obtained. In this clause, a "financial benefit" means a benefit, direct or indirect, which is either money or has a monetary value.

   2. ### Scope and Powers Permitting Trustees' or Connected Persons' Benefits

      1. A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.
      2. A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.
      3. Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.
      4. A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
      5. A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

7. ### Conflicts of Interest and Conflicts of Loyalty

   A charity trustee must:

   1. declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and
   2. absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).

   Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

8. ### Liability of Members to Contribute to the Assets of the CIO if it is Wound Up

   If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

9. ### Charity Trustees

   - #### Functions and Duties of Charity Trustees

     The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:

     1. to exercise his or her powers and to perform his or her functions in his or her capacity as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and
     2. to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
     1. any special knowledge or experience that he or she has or holds himself or herself out as having; and
     2. if he or she acts as a charity trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

   - ### Eligibility for Trusteeship

     1. Every charity trustee must be a natural person.
     2. No individual may be appointed as a charity trustee of the CIO:
     1. if he or she is under the age of 16 years.
     3. No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.
     4. At least one of the trustees of the CIO must be 18 years of age or over. If there is no trustee aged at least 18 years, the remaining trustees may only act to call a meeting of the charity trustees, or appoint a new charity trustee.

   - ### Number of Charity Trustees

     There must be at least one charity trustee. If the number falls to this minimum, the remaining trustee may act to appoint a new charity trustee.

     There is no maximum number of charity trustees that may be appointed to the CIO.

   - ### First Charity Trustees

     The first charity trustee is as follows:

     Rebecca Shalfield

10. ### Appointment of Charity Trustees

    Apart from the first charity trustee, every trustee must be appointed by a resolution passed at a properly convened meeting of the charity trustees.

    In selecting individuals for appointment as charity trustees, the charity trustees must have regard to the skills, knowledge and experience needed for the effective administration of the CIO.

11. ### Information for New Charity Trustees

    The charity trustees will make available to each new charity trustee, on or before his or her first appointment:

    1. a copy of the current version of this constitution; and
    2. a copy of the CIO's latest Trustees' annual Report and statement of accounts.

12. ### Retirement and Removal of Charity Trustees

    A charity trustee ceases to hold office if he or she:

    1. retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
    2. is absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;
    3. dies;
    4. in the written opinion, given to the CIO, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;
    5. is disqualified from acting as a charity trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).

    Any person retiring as a charity trustee is eligible for reappointment.

13. ### Taking of Decisions by Charity Trustees

    Any decision may be taken either:

    1. at a meeting of the charity trustees; or
    2. by resolution in writing [or electronic form] agreed by a majority of all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the charity trustees has signified their agreement. Such a resolution shall be effective provided that:
    1. a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and
    2. the majority of all of the charity trustees has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner as the charity trustees have previously resolved, and delivered to the CIO at its principal office or such other place as the trustees may resolve within 28 days of the circulation date.

14. ### Delegation by Charity Trustees

    The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they shall determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.

    This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:

    1. a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee;
    2. the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
    3. the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

15. ### Meetings of Charity Trustees

    #### Calling Meetings

    Any charity trustee may call a meeting of the charity trustees. Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.

    #### Chairing of Meetings

    The charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.

    #### Procedure at Meetings

    1. No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is the number nearest to one third of the total number of charity trustees, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
    2. Questions arising at a meeting shall be decided by a majority of those eligible to vote.
    3. n the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

    #### Participation In Meetings by Electronic Means

    A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.

    Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.

    Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

16. ### Membership of the CIO

    The members of the CIO shall be its charity trustees for the time being. The only persons eligible to be members of the CIO are its charity trustees. Membership of the CIO cannot be transferred to anyone else.

    Any member and charity trustee who ceases to be a charity trustee automatically ceases to be a member of the CIO.

17. ### Informal or Associate (Non-Voting) Membership

    The charity trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and termination of membership of any such class of members.

    Other references in this constitution to "members" and "membership" do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.

18. ### Decisions which must be made by the Members of the CIO

    Any decision to:

    1. amend the constitution of the CIO;
    2. amalgamate the CIO with, or transfer its undertaking to, one or more other CIOs, in accordance with the Charities Act 2011; or
    3. wind up or dissolve the CIO (including transferring its business to any other charity)

    must be made by a resolution of the members of the CIO (rather than a resolution of the charity trustees).

    Decisions of the members may be made either:

    1. by resolution at a general meeting; or
    2. by resolution in writing, in accordance with sub-clause (4) of this clause.

    Any decision specified in sub-clause (1) of this clause must be made in accordance with the provisions of the amendment of constitution clause, Voluntary winding up or dissolution clause, or the provisions of the Charities Act 2011, the General Regulations or the Dissolution Regulations as applicable. Those provisions require the resolution to be agreed by a 75% majority of those members voting at a general meeting, or agreed by all members in writing.

    Except where a resolution in writing must be agreed by all the members, such a resolution may be agreed by a simple majority of all the members who are entitled to vote on it. Such a resolution shall be effective provided that:

    1. a copy of the proposed resolution has been sent to all the members eligible to vote, and
    2. the required majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member's agreement must be authenticated by their signature, by a statement of their identity accompanying the document, or in such other manner as the CIO has specified.

    The resolution in writing may comprise several copies to which one or more members has signified their agreement. Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated.

19. ### General Meetings of Members

    #### Calling of General Meetings of Members

    The charity trustees may designate any of their meetings as a general meeting of the members of the CIO. The purpose of such a meeting is to discharge any business which must by law be discharged by a resolution of the members of the CIO as specified in Decisions which must be made by the members of the CIO clause

    #### Notice of General Meetings of Members

    1. The minimum period of notice required to hold a general meeting of the members of the CIO is 14 days.
    2. Except where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations, a general meeting may be called by shorter notice if it is so agreed by a majority of the members of the CIO.
    3. Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.

    #### Procedure at General Meetings of Members

    The provisions in Meetings of Charity Trustees clause governing the chairing of meetings, procedure at meetings and participation in meetings by electronic means apply to any general meeting of the members, with all references to trustees to be taken as references to members

20. ### Saving Provisions

    Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:

    1. who was disqualified from holding office;
    2. who had previously retired or who had been obliged by the constitution to vacate office;
    3. who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;

    if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.

    1. Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for sub-clause (1), the resolution would have been void, or if the charity trustee has not complied with the Conflicts of Interest clause

21. ### Execution of Documents

    The CIO shall execute documents either by signature or by affixing its seal (if it has one)

    A document is validly executed by signature if it is signed by at least two of the charity trustees.

22. ### Use of Electronic Communications

    The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:

    1. the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
    2. any requirements to provide information to the Commission in a particular form or manner.

23. ### Keeping of Registers

    The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, a (combined) register of its members and charity trustees.

24. ### Minutes

    appointments of officers made by the charity trustees;

    proceedings at general meetings of the CIO;

    meetings of the charity trustees and committees of charity trustees including:

    1. the names of the trustees present at the meeting;
    2. the decisions made at the meetings; and
    3. where appropriate the reasons for the decisions;

    decisions made by the charity trustees otherwise than in meetings.

25. ### Accounting Records, Accounts, Annual Reports and Returns, Register Maintenance

    The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account, and to the preparation of annual reports and returns. The statements of account, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.

    The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.

26. ### Rules

    The charity trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.

27. ### Disputes

    If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

28. ### Amendment of Constitution

    As provided by sections 224-227 of the Charities Act 2011:

    1. This constitution can only be amended:
    1. by resolution agreed in writing by all members of the CIO; or
    2. by a resolution passed by a 75% majority of those voting at a general meeting of the members of the CIO called in accordance with the General meetings of members clause.
    2. Any alteration of clause 3 (Objects), clause 29 (Voluntary Winding Up or Dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.
    3. No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
    4. A copy of every resolution amending the constitution, together with a copy of the CIO's constitution as amended must be sent to the Commission by the end of the period of 15 days beginning with the date of passing of the resolution, and the amendment does not take effect until it has been recorded in the Register of Charities.

29. ### Voluntary Winding Up or Dissolution

    As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:

    1. at a general meeting of the members of the CIO called in accordance with clause 19 (General Meetings of Members), of which not less than 14 days' notice has been given to those eligible to attend and vote:
    1. by a resolution passed by a 75% majority of those voting, or
    2. by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
    2. by a resolution agreed in writing by all members of the CIO

    Subject to the payment of all the CIO's debts:

    1. Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.
    2. If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.
    3. In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.

    The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:

    1. the charity trustees must send with their application to the Commission:
    1. a copy of the resolution passed by the members of the CIO;
    2. a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and
    3. a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution;
    2. the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.

    If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

30. ### Interpretation

    In this constitution:

    "connected person" means:

    1. a child, parent, grandchild, grandparent, brother or sister of the charity trustee;
    2. the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;
    3. a person carrying on business in partnership with the charity trustee or with any person falling within sub-clause (a) or (b) above;
    4. an institution which is controlled –
    1. by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or
    2. by two or more persons falling within sub-clause (d)(i), when taken together
    5. a body corporate in which –
    1. the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or
    2. two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.

    Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.

    "General Regulations" means the Charitable Incorporated Organisations (General) Regulations 2012.

    "Dissolution Regulations" means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

    The "Communications Provisions" means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.

    "charity trustee" means a charity trustee of the CIO.

    A "poll" means a counted vote or ballot, usually (but not necessarily) in writing

### Copyright © Rebecca Shalfield and Kanbanara Software Foundation 2013-2018