Membership & Governance

Membership

Category	Voting	Fee	Admission
Community Member	No	Nil	Open registration
Committer Member	Yes (1 vote)	Nil	Nomination by existing Committer, seconded by another, approved by majority vote

Qualifying Contributions

Contributions qualifying for Committer Member nomination include: code contributions, specification drafting, documentation, testing, community mentorship, translation, and sustained engagement in working groups (Clause 11).

The Board (or, from Phase 3 onward, the Governance and Nominations Committee with TSC recommendations) publishes and maintains objective criteria, reviewed annually. Refusal of membership requires written reasons and is limited to three grounds: failure to meet contribution criteria, unmanageable conflict of interest, or prior expulsion.

Cessation of Membership

A Member ceases to be a Member upon:

Written notice of resignation (effective after 30 days)
Expulsion by Special Resolution (14 days’ notice and right to be heard)
Death
36 months of inactivity: the Member transitions to Emeritus Member status, retaining all Community Member rights and the S$1 guarantee obligation. Reinstatement follows the standard nomination process upon resumption of contribution.

Membership Safeguards

Growth cap (Clause 12). No more than 100% increase or 20 new Committer Members in any 12-month period (whichever is greater). Exceeding the limit requires Independent Director majority approval.

Employer diversity (Clause 15). No single employer (including affiliates) may have its employees constitute more than 33% of voting Committer Members at any General Meeting. Persons acting in concert are treated as employees of a single employer. This threshold does not apply when total Committer Members are fewer than 10.

Transition of existing contributors (Clause 77). Individuals who contributed before incorporation may apply for Committer Member status within 12 months of publication of contribution criteria, without the standard nomination process.

Board of Directors

Composition

The Board scales with the Foundation’s governance phase:

Phase	Directors	Independent	Community-Elected	Institutional	Government Observer
Phase 1: Seed	1-3	Not required	Not available	Not available	Not available
Phase 2: Growth	3-7	Minimum 1	Up to 1	Up to 2	Not available
Phase 3: Maturity	7-11	Not fewer than 6 (majority)	Up to 3	Up to 2	1 (non-voting)

At least one Director must be ordinarily resident in Singapore. No Director may occupy more than one category seat simultaneously (from Phase 2 onward).

Three Estates (Phase 3)

From Phase 3 onward, the Board comprises three voting estates:

Independent Directors (not fewer than 6). Appointed by the Governance and Nominations Committee, subject to ratification by Ordinary Resolution at the next General Meeting. Independence criteria (Clause 33): no financial relationship with major sponsors (past 3 years), no family ties to the Founder or sponsor executives, no material interests in sponsors, and no prior Foundation employment within 2 years.

Community-Elected Directors (up to 3). Elected by Committer Members at a General Meeting. Nomination period of at least 30 days, eligibility criteria published in advance, secret ballot or electronic voting.

Institutional Directors (up to 2). Nominated by Institutional Partners, appointed by the Board. Available from Phase 2. Duty of loyalty is owed to the Foundation, not to the nominating partner. Term limits apply; re-nomination of the same individual is limited to 2 consecutive terms.

Terms and Limits

Each Director serves a 3-year term. From Phase 2 onward, no Director may serve more than 2 consecutive terms. After a gap of one full term (3 years), a former Director may be re-appointed. Phase 3 introduces staggered elections, with one-third of elected seats subject to election annually.

Removal

A Director may be removed by Special Resolution (14 days’ notice, right to be heard). Automatic vacation of office occurs upon: unsound mind, bankruptcy, absence from 3 consecutive meetings without leave, resignation, conviction for fraud or dishonesty, or ceasing to meet eligibility requirements.

Founder Provisions (Clause 29)

The Founder (Dr. Jack Hong) serves as Director and Chair during Phase 1. The constitution imposes specific constraints:

Phase 1 constraints: Recusal from all votes involving Material Interests. No related-party transactions over S$10,000 without independent approval. No single expenditure over S$50,000 without independent advisor approval. Quarterly financial summaries published publicly. Best efforts to admit 3 Committer Members within 24 months.
Phase 2 onward: Cannot chair any Board committee.
Phase 3 onward: Cannot serve as Chair (entrenched). May hold a Board seat only if elected through the Community-Elected Director process. Subject to the same term limits as any other Director.

Board Meetings

Minimum 4 per year (2 during Phase 1 with sole Director). Quorum: majority of Directors, including at least 2 Independent Directors once the Board has 3 or more. For conflict-of-interest matters, quorum includes all available Independent Directors (minimum 2).

Board Reserved Matters

From Phase 2 onward, these matters require Board approval at a duly convened meeting (no written resolution):

Constitution amendments (subject to Member approval)
Annual budget
Executive Director appointment or removal
Expenditure exceeding S$100,000
Related-party transactions
Membership criteria changes
Litigation exceeding S$50,000
Dissolution recommendation

Member-Proposed Amendments (Clause 38)

Committer Members holding 10% of votes (or any 2 if fewer than 10 exist) may propose a constitution amendment by written requisition. The Board must place it on the General Meeting agenda. The Board may not refuse a validly requisitioned amendment.

Corporate Sponsors

Organizations support the Foundation financially through sponsorship. Sponsors receive no voting rights and no governance power. Sponsorship and governance are entirely separate.

Tier	Benefits
Platinum	Logo on website, CAC seat (once established), early access to draft specifications
Gold	Logo on website, CAC seat (once established), community event recognition
Silver	Logo on website
Bronze	Listing on website

Annual fees are determined by the Board.

Corporate Advisory Council (Clause 18)

Established once 3 or more Platinum or Gold sponsors exist. The CAC may advise the Board on industry needs, market adoption, and ecosystem development. Recommendations are non-binding. The CAC has no power to direct, veto, or influence governance decisions.

Institutional Partners (Part V-A)

Trade associations, industry bodies, academic institutions, or standards organizations invited by the Board. Not Members. Not Corporate Sponsors. Maximum 4 at any time.

Each Institutional Partner may nominate one person for appointment as an Institutional Director (maximum 2 on the Board, available from Phase 2). Institutional Partners have no vote at General Meetings and no preferential treatment in technical processes.

Institutional Partnership Agreements define mutual commitments (introductions, events, operational support) and are published on the website with commercially sensitive terms redacted.

Conflict of Interest

Disclosure (Clause 39)

Annual conflict-of-interest disclosure from every Director and senior officer. Changes disclosed within 7 days. Conflicts relevant to agenda items declared at the start of each meeting.

Register (Clause 40)

Maintained by the Foundation. Available to any Committer Member upon request (redacted only for personal contact information and national identification numbers). Summary published in the annual report.

Recusal (Clause 41)

Mandatory recusal for: contracts involving entities where a Director holds a Material Interest, technology evaluations involving competing products, budget allocations benefiting interested entities, matters involving the Founder’s other entities, and any matter where Independent Directors determine a reasonable perception of conflict.

During Phase 1 (sole Director), matters triggering recusal must be disclosed to all Committer Members with a 14-day objection period. If any Committer Member objects, the matter is deferred.

All related-party transactions must be at arm’s length, at fair market value, approved by a committee of Independent Directors (or disclosed to Members with objection period during Phases 1-2), documented, disclosed in the annual report, and supported by independent valuation for transactions exceeding S$50,000. Transactions with the same party are aggregated over 12-month periods.

General Meetings

Annual General Meeting (Clause 19)

First AGM within 18 months of incorporation. Thereafter, annually (not more than 15 months after the previous AGM, not more than 6 months after financial year end). Business includes: directors’ report and audited financials, director elections, auditor appointment.

Extraordinary General Meetings (Clause 20)

Convened by the Board at any time, or upon requisition from Committer Members holding 10% of votes (or any 2 if fewer than 10). If the Board fails to convene within 21 days, the requisitionists may convene it themselves.

Quorum (Clause 23)

Greater of 20% of voting Committer Members or 2, present in person, electronically, or by proxy. Adjourned meetings: lesser of original quorum or 3 (minimum 2). No Special or Supermajority Resolution may pass at an adjourned meeting with reduced quorum.

Proxies (Clause 25)

A Committer Member may appoint another Committer Member as proxy. No Member may hold more than 3 proxies. Proxy instrument filed 48 hours before the meeting.

Committees

Standing committees are established according to governance phase:

Committee	Purpose	Composition	Phase
Technical Steering Committee (TSC)	Standards roadmap, release management, certification criteria	3-5 members (Phase 2), up to 11 (Phase 3)	Phase 2
Finance and Audit	Budget monitoring, audit oversight, financial policy	Independent Directors only (minimum 2)	Phase 3
Governance and Nominations	Board nominations, governance review, conflict resolution	Independent Directors only (minimum 2)	Phase 3
Community and Programmes	Membership programmes, events, community health	Board and Committer Member representation	Phase 3

TSC employer diversity. No more than 2 elected TSC seats held by individuals from the same employer. No Corporate Sponsor may have more than 2 employees or contractors on the TSC total.

Governance Phases

The governance structure scales with the community. Phases trigger automatically; no Board vote required. Once triggered, a phase never reverts, even if membership falls below the trigger threshold. All 11 entrenched provisions are in force from incorporation, regardless of phase.

Phase	Trigger	Board	Committees
Phase 1: Seed	Incorporation	1-3 Directors (Founder + co-founders)	None required
Phase 2: Growth	10 Committer Members	3-7 Directors (min 1 Independent, up to 1 Community-Elected, up to 2 Institutional)	TSC (3-5 members)
Phase 3: Maturity	30 Committer Members AND 3+ years since incorporation	7-11 Directors (not fewer than 6 Independent, up to 3 Community-Elected, up to 2 Institutional)	All standing committees; TSC up to 11

Phase Transitions

Phase 2 (within 90 days): Appoint at least 1 Independent Director, establish TSC, hold first Community-Elected Director election, adopt formal conflict-of-interest policy.

Phase 3 (within 180 days): Expand Board to at least 7 with 6 Independent Directors, establish all standing committees, hold Community-Elected Director elections (up to 3 seats), expand TSC, implement staggered Board elections. The Independent Director Chair must be elected within 90 days of the Board reaching minimum composition.

Officers and Staff

Company Secretary (Clause 43)

Appointed at incorporation or within 6 months. Must be a natural person resident in Singapore.

Executive Director (Clause 44)

Optional during Phase 1. Manages day-to-day operations. No prior employment with or Material Interest in major sponsors (past 3 years). Post-employment restriction: 2 years for major sponsors. Expenditure authority up to S$50,000 per transaction within approved budget. Renewable 4-year terms, maximum 12 consecutive years.

Staff Neutrality (Clause 45)

All staff must not hold equity in major sponsors, must not receive sponsor compensation during engagement, must disclose family relationships with sponsor executives, and must sign annual neutrality attestations.

Whistleblower Protection (Clause 46)

Good-faith reports of violations protected from retaliation. Retaliation grounds: director removal by Ordinary Resolution, staff termination, sponsor agreement termination. Reports investigated within 30 days.

Director Remuneration (Clause 49)

Directors serve without remuneration, except reasonable honoraria benchmarked to comparable Singapore non-profit foundations. Expenses reimbursed. All compensation disclosed individually in the annual report.

Financial Matters

Financial Year (Clause 58)

Ends 31 December. Change requires Ordinary Resolution, not more than once in 5 years.

Accounts and Audit (Clause 59)

Proper books of account per the Act. Annual audit required (CLG is a public company, so no small company exemption applies). Audited financials presented at AGM and published on the website.

Transparency (Clause 60)

The following are published on the Foundation’s website:

Annual audited financial statements
Board meeting minutes (redacted for legitimately confidential matters)
All related-party transaction disclosures
Individual Director and Executive Director compensation
Conflict of interest register (redacted only for personal contact information and national identification numbers)
RFC outcomes and decision rationale
Corporate Sponsor identities and tier levels
CAC meeting summaries (once established)

Dispute Resolution (Clause 67)

Three-tier process:

Negotiation: 30 days of good-faith negotiation from written notice
Mediation: Singapore Mediation Centre, up to 60 days
Arbitration: Singapore International Arbitration Centre (SIAC), sole arbitrator, seat in Singapore, English language

Urgent interim relief from Singapore courts is always available. Statutory rights under the Companies Act (including Section 216 oppression relief) are preserved.

General Provisions

Notices (Clause 71). Served by post, email, or electronic means.

Governing law (Clause 72). Singapore law.

Severability (Clause 73). If a non-entrenched provision is held invalid, the rest continues. If an entrenched provision is held invalid, the Board must propose a replacement achieving the same protective purpose within 90 days, subject to the enhanced amendment process. Each entrenched provision is independently enforceable; the invalidity of one does not affect the others.

Data protection (Clause 68). Compliance with Singapore PDPA. Data Protection Officer designated within 6 months. Privacy policy published on the website.

Indemnity (Clause 69). Directors and officers indemnified against liability in proceedings where judgment is in their favour or they are acquitted.

Insurance (Clause 70). D&O insurance purchased and maintained at Board-determined levels, subject to the Foundation having sufficient resources. If annual revenue is below S$100,000, the Board may defer with documented rationale.