Board & Governance

Lead Role for the inventor

Like a few successful examples of open-source software foundations, we have organized that KERI inventor Sam Smith can rule over the KERI Foundation. This will change over the coming years. But we start by putting Dr. Smith in the driver’s seat.

Once the ethos around the KERI Suite has matured, his role could be more relaxed and less stringent.

Coopetive design

Sam has always been a builder of systems at scale. Nothing is better than a real-life proof of your design, concepts, and standardizations.
This is why Sam has also been focussing on infrastructure for KERI. He saw that such infrastructure did not exist for secure identifier systems at scale.

Compatible solution for business-minded actors in the foundation

To look for economic incentives to make web-scale infrastructure work for the new ideas he has (had), like the KERI Suite, is something Dr. Smith will continue to do. The foundation’s design is coopetive: the time to put in a business initiative has to healthily compete with the time put into taking up roles and executing tasks of the foundation. In other words, the foundation strives to pay people market-conform.

The foundation will run as a role-based business, and these coopetive characteristics apply to every manager and actor in the foundation.

L3C steering the board of managers

Beware of the wording:
– managers on the board of the foundation
– members of the L3C

graph LR;
    K(L3C) <---> M[KERI Foundation];
    A[Sam Smith] --> |50% member| K;
    B[Henk van Cann] --> |50% member| K;

Multi-Member LLC Operating Agreement, Manager-Managed

graph LR;
    K(L3C) <---> M[KERI Foundation];
    M <--> L(Board);
   M  <---> N(Advisory Board);
   N ---> |Manager|L;

Manager-Managed: board “members” are the managers of the foundation, but we do not use the word “members” for the board to avoid confusion with the members of the L3C, who are shareholders.

graph LR;
   A[Sam Smith]  ---> |Technical Lead/manager|L(Board);
   B[Henk van Cann] --->  |Chairman/manager|L(Board);
   N[Advisory board] ---> |Advisory Lead/Manager|L;

Note that the group of members of the L3C, the board, and the advisory board can be extended according to our wishes.

Multi-Member LLC Operating Agreement, Manager-Managed will delegate to:

• Competence profiles
• Policy Memorandum of Understanding

Advantages of L3C over LLC

• private non-profit foundations can invest in an L3C without losing their non-profit status.
• L3C can emphasize its mission over making a profit. That implies that not making a profit is perfectly fine and does not lead to situations where somebody can be sued for decisions not to make a profit.