The WP Community Collective

The WP Community Collective Corporate Documents

Mission

To foster and support the open source ecosystem by empowering community-driven innovation, enabling sustainable development, and advocating for open and inclusive practices and policy. The WP Community Collective provides a neutral home for collaboration, contribution, and resources essential for the long-term success of the open source projects we support.

Vision

We envision a thriving, accessible, and sustainable open source ecosystem that empowers individuals, organizations, and communities around the world. By encouraging open source principles, diverse collaboration, and ethical governance, The WP Community Collective is building an open source model of inclusivity, transparency, and innovation in the global web ecosystem.

Values

1. Openness and Accessibility

We believe that open source projects should be accessible to all, regardless of background, location, or resources. Our commitment to the development of our selected open source projects ensures that anyone can contribute to, learn from, and benefit from these projects and their surrounding ecosystems.

2. Collaboration and Community Empowerment

We recognize the strength of a unified, diverse community. By facilitating collaboration within the open source development community and ecosystem, we aim to enable everyone to participate in meaningful ways, fostering a collective impact that extends the reach and inclusivity of our selected open source projects.

3. Sustainable Development and Long-Term Vision

Our commitment to sustainability means providing the infrastructure and governance necessary to support selected open source projects for the long term. By fostering a balanced and resilient ecosystem, we ensure that our selected projects provide a stable foundation for global innovation and digital expression.

4. Ethical Governance and Accountability

To build trust within the community, we adhere to principles of transparency, accountability, and ethical governance. The WP Community Collective provides an independent and neutral space where decisions are made openly, fairly, safely, and with respect for diverse perspectives.

5. Innovation and Evolution

We believe in the importance of continuous evolution and advancement. By supporting innovative ideas, projects, and partnerships, we foster an environment where our selected projects can grow and adapt to the changing digital landscape while staying true to the principles of open source.

Goals

1. Promote Development and Adoption

Advance the growth and adoption of selected open source projects by supporting development, creating resources, and driving engagement and contribution across the global community.

2. Facilitate Diversity and Collaboration

Bring together diverse voices within the communities of our selected open source projects, promoting collaboration and shared learning that leads to a stronger, more resilient ecosystem.

3. Provide an Inclusive and Neutral Base

Serve as an inclusive resource and support network for our selected open source projects, enabling the adoption of open governance, establishing diverse contributor bases, and sustaining strong organizational structures.

4. Provide Infrastructure and Strategic Partnerships

Offer resources, infrastructure, and partnerships that bolster the growth and accessibility of our selected open source projects, helping developers and organizations focus on innovation and development.

5. Foster an Open and Accessible Web

Ensure that our selected open source projects are accessible, versatile tools that are able to power the open web effectively, providing opportunities for users and developers worldwide to create, connect, and contribute freely.

Commitment to Neutrality and Independence

The WP Community Collective is committed to serving as a neutral steward and advocate for its members, our selected projects within the open source ecosystem, and the respective communities of those projects.

The WP Community Collective is committed to financial and operational independence. Our funding sources and partnerships are carefully selected to align with our mission and values, and transparency is central to our funding strategy.

The WP Community Collective is committed to our mission, vision, values, and goals as the benchmark that guides our work and sets our priorities.

Articles of Incorporation

Article I: Name

The name of this corporation is The WP Community Collective, also referred to as The WPCC.

Article II: Purpose

This corporation is a nonprofit Mutual Benefit Corporation organized under the Nonprofit Mutual Benefit Corporation Law of California. This corporation intends to seek and maintain federal tax exemption under Section 501(c)(6) of the Internal Revenue Code.

The specific purpose of this corporation is to support and advance selected open source technologies and communities by fostering sustainable development, collaboration, contribution, and community-driven initiatives for the mutual benefit of its members and the broader open source ecosystem.

Article III: Financial Transparency

The corporation is established with a focus on transparency in financial allocations. Annual financial reports will be published publicly on the corporation’s website, no more than sixty (60) days after approval by the Board. 

Article IV: Membership Structure

The corporation will maintain a membership structure, fostering individual and corporate membership options with voting rights, dues requirements, and benefits.

Article V: Board of Directors

The management of this corporation shall be vested in a Board of Directors, as detailed in the Bylaws.

Article VI: Dissolution

Upon dissolution of this corporation, any remaining assets shall be distributed to one or more nonprofit organizations that support open source development and community engagement, subject to the approval of the Board of Directors.

Article VII: Registered Agent

The corporation’s agent for service of process within California is the current President and CEO.

Article VIII: Amendments

These Articles of Incorporation may be amended according to the procedures outlined in Article VII of the Bylaws.

Bylaws

Approved as below on March 3, 2025.

Article I: Membership

1. Eligibility: Membership is open to individuals and entities interested in furthering the organization’s goals. Membership categories include Individual, Corporate, and Supporting.

2. Voting Rights: Each member in good standing shall have one vote. Members vote to approve changes to the membership program, including structure, dues, and benefits. Members vote to approve the appointment of new Board Directors. 

3. Dues: Dues are set by the Board and approved by the membership. Dues and benefits are communicated transparently to members. Dues and benefits are reviewed annually. Members can suggest changes to structure, dues, and benefits.

4. Code of Conduct Compliance: All members are required to adhere to the corporation’s Code of Conduct, which sets expectations for respectful and ethical behavior within the community.

5. Termination: Membership may be terminated for cause, including failure to adhere to the Code of Conduct. Termination processes and decisions will be communicated transparently and published in Board minutes.

Article II: Board of Directors

1. Structure: The Board of Directors (Board) is the organization’s governing body. It includes Executive Officers (the “Working Board”) and at-large Directors. The Board may establish committees on which Executive Officers, at-large Directors, and members participate. The Board may establish an Advisory Board of community and corporate members. The Advisory Board may elect one of its members to represent the Advisory Board on the Board of Directors.

2. Composition: The Board shall consist of a minimum of three (3) Directors and a maximum of thirteen (13) Directors, with at least one-third of the seats reserved for community representation.

3. Eligibility: To be eligible for election to the Board, prospective Directors must have held an active membership in good standing with the nonprofit corporation for at least one year. Prospective Directors must agree to the Code of Conduct and Conflict of Interest Policy, including disclosing any potential conflicts of interest, before they are eligible for election. Once elected, Directors must maintain their membership status in good standing, uphold the Code of Conduct, and disclose any newly arising potential conflicts of interest throughout their term to remain on the Board. 

4. Nomination: Board Members are nominated by the membership and leadership, appointed by the Board, and approved by the membership.

5. Term Limits: Directors shall serve three-year terms, with no more than half of the Board up for re-election in any given year. To foster diversity and fresh perspectives, Directors may serve a maximum of two consecutive terms, after which a hiatus is required. To encourage long-term participation and mentorship, Directors may serve a total of five terms over their lifetime, with a required hiatus after any three consecutive terms.

6. Responsibilities: Board members are stewards of public trust and must act for the good of the organization rather than for the benefit of themselves. As fiduciaries, Directors shall ensure the organization is financially solvent and operates in compliance with its mission and relevant U.S. federal and state laws through adherence to best practices and regular legal consultation as needed. Each Director is individually responsible for adhering to local laws applicable to their own jurisdiction, without imposing these local laws on the corporation as a whole or on other Directors.

  • The Board prioritizes the best interests of the organization above personal gain. 
  • The Board makes strategic policy decisions, oversees financial management, participates in fundraising efforts, supports board recruitment and governance, and upholds ethical standards. 
  • Officers and Directors are required to attend at least 75% of Board meetings; proxies are not permitted. 
  • Should the Board establish committees, Officers and Directors are required to actively participate in at least one committee and attend 75% of committee meetings. 

7. Elected Positions: The Working Board is composed of the Board’s Executive Officers, including: 

  • President 
  • Secretary 
  • Treasurer 
  • Vice President for Community & Membership 
  • Vice President for Business Development

Executive Officers shall be nominated by the membership and Board, vetted by the Board, elected by the Board, and approved by the general membership. Directors at-large do not hold elected positions. Directors at large are nominated by the membership and Board, vetted by the Board, appointed by the Board, and approved by the general membership.

Article III: Grievance Policy

This policy establishes a process for resolving internal disputes or grievances among Board members to ensure respectful, transparent, and constructive conflict resolution. This policy applies to grievances related to Board conduct, decision-making processes, or other actions that impact the Board’s operations or relationships.

Article IV: Meetings

1. Annual Membership Meeting: An annual meeting of all members shall be held at a date and location determined by the Board, no less than six months and no more than fifteen months from its previous meeting. This meeting may be online or in-person, as determined by the Board. The purpose of this meeting shall be to offer a general overview of the organization’s mission and activities and to host elections for new or returning Board Directors.

2. Board Meetings: Regular Board meetings shall be held quarterly, with additional meetings as requested or required by a simple majority vote of the Board. These meetings may be online or in-person, as determined by the Board.

3. Quorum: A quorum shall consist of a majority of the Board for decision-making purposes.

Article V: Committees

The Board may establish committees to address Finance, Governance, and Membership, with each committee reporting regularly to the Board. While any person may assist with these committees, official committee membership must consist of current members in good standing with the nonprofit corporation.

Article VI: Finances

1. Fiscal Year: The fiscal year shall be the calendar year.

2. Budget: The Board shall approve the organization’s annual operating budget and regularly review the organization’s finances. Board members may request copies of the organization’s financial reports from the Treasurer at any time. Reports will be delivered within two weeks of the request. 

3. Financial Transparency: As codified in the organization’s Articles of Incorporation, we aim to operate with financial transparency at all times. Efforts shall be made to share the organization’s financial status, outlook, and activities with the membership and general communities as appropriate.

4. Tax Returns: The Board shall approve our annual tax returns. Tax returns are public records and will be published on the organization’s website.

5. Audit: Financial records shall be reviewed at least every two years by an independent auditor to ensure compliance and transparency.

Article VII: Amendments

1. Voting on Amendments: These Bylaws and the Articles of Incorporation may be amended by a supermajority vote of the Board or by a supermajority vote of the general membership.

2. Proposing Amendments: Board Directors may propose amendments by submitting a written motion at a regular meeting, requiring a second. If a motion receives a supermajority approval vote from the Board, it is immediately adopted. If only a simple majority is reached, the motion proceeds to a general membership vote, where a supermajority approval vote is required for adoption.

Members may propose amendments by submitting a written request to the Board. Upon review, if the proposal receives a supermajority approval vote from the Board, it is adopted. If it receives only a simple majority, the proposed amendment moves to a general membership vote, requiring a supermajority approval vote for adoption.

3. Notification: Members must be notified electronically via email and the nonprofit corporation’s website at least sixty (60) days before any proposed amendment for a general membership vote. Voting must be conducted online in an accessible format, providing all members the opportunity to participate digitally.

Definitions

The following terms are defined for clarity within these Bylaws and Articles of Incorporation:

  1. Member: An individual or business entity who has an active formal membership with the organization.
  2. Board Member: An individual member in good standing who has been elected or appointed to serve on the Board of Directors. Board Directors serve as fiduciaries. They are responsible for overseeing strategy, financial, and policy decisions and upholding the organization’s mission, values, and governance policies.
  3. Good Standing: The status of a member or Board member who has met all membership requirements, including payment of dues, adherence to the Code of Conduct, and active participation in corporate activities. Only members in good standing are eligible to vote, hold committee leadership roles, and hold Board positions.
  4. Fiduciary Duty: Board Directors act as trustees of the organization’s assets and must exercise due diligence and oversight to ensure that the organization is well-managed and that its financial situation is sound. Fiduciary duty requires board members to be objective, responsible, honest, and trustworthy.
  5. Quorum: The minimum number of members required to conduct Board business, as specified in Article IV: Meetings.
  6. Simple Majority: More than half of the votes cast by those entitled to vote, excluding abstentions. A simple majority is required for certain decisions, such as moving a proposed amendment to a general membership vote if not approved by a supermajority of the Board.
  7. Supermajority: A supermajority requires at least two-thirds (2/3) of votes cast by eligible voters, excluding abstentions, for significant decisions, including direct approval of amendments.
  8. At-Large Director: A Director elected to represent the broader interests of the community.
  9. Fiscal Year: The nonprofit corporation’s accounting period, from January 1 to December 31, as referenced in Article VI: Finances.
  10. Grievance: A formal complaint or dispute raised by a Board member regarding conduct, decision-making, or other issues within the Board’s operations that impact the nonprofit corporation. Grievances are resolved according to the Grievance Policy in these Bylaws.
  11. Hiatus: A required break in service for Board members who have served three consecutive terms. Each hiatus lasts for one full term (three years), after which the member is eligible to serve additional terms.