# Founding Charter — The Landscape Archive Foundation **Document type:** Founding Charter (Constitution) **Version:** 0.1 — DRAFT for founding-member consultation **Status:** NOT yet legally binding. This becomes operative only when (a) founding members execute it, and (b) the Foundation is incorporated (see §11). Legal review required before signing. > Plain-language companion: [HOW_IT_WORKS.md](./HOW_IT_WORKS.md). Summary: [GOVERNANCE.md](./GOVERNANCE.md). --- ## 1. Name and purpose 1.1 The body is the **The Landscape Archive Foundation** ("the Foundation"), a not-for-profit alliance of independent members. It starts as an **unincorporated working group** (no new company); see §11. 1.2 Purpose: - maintain an **open, free metadata schema** for Australian landscape architecture; - provide neutral shared infrastructure (validator, optional asset registry, "Foundation Approved" badge); - advance national advocacy (climate-positive design, open planting data, Connection to Country protocols); - **without** absorbing or controlling the internal operations of any member. 1.3 The Foundation does not sell commercial products. Members and implementation partners (e.g. The Landscape Archive) may sell products that **implement** the schema. See [COMMERCIAL_SEPARATION.md](./COMMERCIAL_SEPARATION.md). --- ## 2. Members 2.1 **Member classes:** | Class | Who | Vote | |-------|-----|------| | Practice member | Private landscape architecture practices | Yes | | Academic member | University LA programs / schools | Yes | | Public-body member | Councils, environmental & research bodies | Yes | | First Nations advisory member | Traditional Owner organisations / protocol authorities | Yes + protocol veto (§6.4) | | Implementation partner | Software/BIM/GIS vendors implementing the schema | **No vote** (advisory) | 2.2 Each member remains a fully independent legal entity. Membership creates no joint liability between members. 2.3 Admission, suspension, and resignation procedures are set by by-laws approved under §5. --- ## 3. The two-tier power split (reserved powers) This is the core of the Foundation: an explicit line dividing Foundation power from member autonomy. Anything not listed as a Foundation reserved power remains with members. ### 3.1 Foundation reserved powers (central body) The Foundation **may only** act on: - the public metadata schema and its versioning; - the JSON-LD context and reference validator; - "Foundation Approved" badge criteria; - the optional shared open-asset registry policy; - national advocacy positions adopted by Council; - the Foundation's own budget, brand, and infrastructure. ### 3.2 Member-reserved powers (local autonomy) The Foundation **must not** interfere in: - a member's staffing, finances, fees, or clients; - a member's proprietary design IP and unreleased models; - a member's choice of software vendor or internal workflow; - a member's project delivery decisions. ### 3.3 Default rule Where a matter is not expressly listed in §3.1, it is a member-reserved power. Disputes over which tier applies go to arbitration (§7). --- ## 4. The Council (governing body) 4.1 The Foundation is governed by a **Council** of voting representatives, not by any single member or partner. 4.2 **Composition (founding):** | Seats | Sector | Term | |-------|--------|------| | 2 | Practice members (different states/territories) | 2 years | | 2 | Academic members | 2 years | | 1 | First Nations advisory | 2 years, renewable by the advisory panel | | 1 | Public-body / environmental | 2 years | | 1 | Open-data / standards liaison | 2 years | 4.3 Implementation partners (including The Landscape Archive) hold **no voting seat** by default and attend in an advisory capacity only. 4.4 The Council elects a Chair and a Secretary from among voting members. No member holds more than one voting seat. --- ## 5. Decisions and voting 5.1 **Quorum:** a majority of voting seats filled and present. 5.2 **Vote thresholds:** | Decision type | Threshold | |---------------|-----------| | Ordinary business (budget, badge tweaks, advocacy statements) | Simple majority of votes cast | | Schema **minor** release (1.x) | Simple majority | | Schema **major** release (2.0), charter amendment, new member class | **Two-thirds (2/3)** of all voting seats | | Anything engaging cultural-context rules | Simple/2-thirds as above **plus** §6.4 protocol sign-off | | Dissolution | Three-quarters (3/4) of all voting seats (§10) | 5.3 Each voting member has one vote. The Chair has a casting vote only to break a tie on ordinary business. 5.4 Decisions, vote tallies, and dissents are recorded in a public minute on the schema portal. --- ## 6. Schema change process and cultural governance 6.1 Changes follow a public **RFC** process: 1. RFC opened on GitHub (minimum 14-day comment period); 2. working-group recommendation; 3. Council vote at the threshold in §5.2; 4. publication on `schema.landscapefoundation.org.au` with a CHANGELOG entry and semver tag. 6.2 The schema is versioned with semver. Breaking changes require a major bump and the §5.2 super-majority. 6.3 No member or partner may publish a competing fork under the Foundation name or "Foundation Approved" mark. 6.4 **Connection to Country protocol veto:** any schema field, badge rule, or registry policy touching `cultural-context` requires sign-off from the First Nations advisory seat **before** adoption. This sign-off cannot be overridden by majority vote. --- ## 7. Dispute resolution (the binding arbitrator) 7.1 Because power is split, disputes are expected. The Foundation maintains an **independent arbitrator** (or a small arbitration panel) who is **not** an officer or employee of any member. 7.2 **Process:** 1. Good-faith negotiation between the parties (14 days); 2. if unresolved, referral to the independent arbitrator; 3. the arbitrator interprets **this Charter** and the schema rules and issues a **binding** decision; 4. decisions are published (with confidential/cultural detail redacted). 7.3 Arbitration is the agreed forum before any court action. Governing law: the State/Territory of the Foundation's registered office, Australia. 7.4 The arbitrator is appointed by Council super-majority and serves a fixed term; removal requires the same threshold. --- ## 8. Intellectual property and licensing 8.1 The public TLA-169 field dictionary and schema documentation are licensed **CC BY-NC-ND 4.0**. Reference validator code may be licensed Apache-2.0 where marked. On incorporation, copyright in the public standard layer is assigned to the Foundation entity. 8.2 The Foundation grants every member and implementation partner a perpetual, royalty-free licence to implement and extend mappings to the schema in their own tools. 8.3 Members retain all IP in their own designs, datasets, and models. Contributing to the schema does not transfer member project IP. --- ## 9. Finances 9.1 The Foundation is not-for-profit. Any surplus is applied to its purpose (§1.2), never distributed to members. 9.2 Funding may come from modest membership contributions, grants, and sponsorship — none of which confer extra votes or schema control. 9.3 The Foundation keeps infrastructure low-cost (static schema hosting, public Git repo, lightweight validator). 9.4 **Staff and lawful pay.** The Foundation may engage employees and contractors to carry out its purpose (§1.2) — for example schema maintenance, validator engineering, secretariat/administration, and programme coordination. Employing anyone is one of the incorporation triggers in §11.3, so the Foundation only employs people in its incorporated-association form. The Foundation **will comply with all applicable employment law** and pay every worker **at least the lawful minimum** for their role — the National Employment Standards and any applicable modern award under the *Fair Work Act 2009* (Cth), or, where the Foundation is not a national-system employer, the equivalent state industrial instrument and minimum standards. The correct award or instrument and the classification for each role will be **identified with professional advice before anyone is engaged**; where none applies, remuneration is set at a fair, arm's-length rate approved by Council. *(Not legal advice.)* 9.5 **Surplus feeds the work.** Because the Foundation is not-for-profit, "applied to its purpose" in §9.1 expressly includes paying the wages, salaries, superannuation, and on-costs of the people engaged under §9.4. Any operating surplus is directed first to funding this work — the payment for, and salaries of, those working for the Foundation — and then to the Foundation's other purpose activities (§1.2). Paying lawful remuneration for services actually rendered is **not** a distribution of profit to, or financial gain of, members, and remains permitted even where the person paid is also a member (§2), subject to the safeguards in §9.6. No surplus is ever distributed to members in their capacity as members. 9.6 **Related-party pay safeguards.** Where a person paid under §9.4 is also a member or a Council member (or is associated with one), that person must declare the interest, must not be present for or vote on the decision to set or approve their own remuneration, and the rate must not exceed fair market value for the work actually done. Remuneration of any Council member requires prior Council approval recorded in the minutes and, where the applicable *Associations Incorporation Act* or model rules require it, member approval. This mirrors the material-personal-interest and voting rules in §5. --- ## 10. Amendments and dissolution 10.1 This Charter is amended only by the §5.2 super-majority after a 21-day notice period to all members. 10.2 Dissolution requires a 3/4 vote of all voting seats. On dissolution, the schema and documentation remain permanently under their open licences (§8.1); any remaining assets transfer to a not-for-profit with a compatible purpose. --- ## 11. Legal status and form > **Decision (2026-06-13):** the founders are proceeding to establish the Foundation as an **incorporated association** (a state-registered non-profit — *not* a company) so it can hold `landscapefoundation.org.au` and act as a neutral legal entity. Until incorporation completes, the Foundation operates as the unincorporated working group described in §11.1. See [INCORPORATION_CHECKLIST.md](./INCORPORATION_CHECKLIST.md). ### 11.1 Interim form — unincorporated working group (until incorporation completes) The Foundation **starts as an unincorporated open-standards working group**. It is **not** a company and is not separately registered. This Charter operates as a **binding multi-party agreement** between the founding members. The schema, repository, validator, and portal require no legal entity to exist or be used (open licences under §8 do that). This is the lightest option and is preferred while the Foundation has no employees and no assets beyond its public repository. See [LEGAL_STRUCTURE_OPTIONS.md](./LEGAL_STRUCTURE_OPTIONS.md). ### 11.2 Handling money early (if needed) If funds must move before incorporation (e.g. shared domain cost, a small grant), the Foundation will be **auspiced by a neutral existing not-for-profit** (e.g. a professional body or university) — **not** by a commercial implementation partner — to preserve neutrality. ### 11.3 Incorporation trigger — incorporated association (still not a company) The Foundation will incorporate **as an incorporated association** (a state-registered entity, **not** an ASIC company) once any of the following occurs: - it needs to hold assets or sign contracts in its own name; - it wishes to employ anyone; - it takes grants above a threshold set by Council; - officer/member liability exposure becomes material. A company limited by guarantee is **not** adopted unless the Foundation later reaches national scale with many funded members and Council resolves to do so by the §5.2 super-majority. ### 11.4 To make this operative 1. Founding members review and **execute** this Charter (a multi-party agreement — short legal review, not a company formation). 2. **Appoint** the founding Council and the independent arbitrator. 3. **Adopt by-laws** for admissions, meetings, and the badge programme. Until members sign, the Foundation is an informal group and this document has no legal force.