# Draft governance — The Landscape Archive Foundation

_Status: draft for founding member consultation. Not yet incorporated._

## Purpose

Shared national advocacy, open metadata standards, and neutral stewardship of the public schema — without absorbing member practices or universities.

## Who can change what

Governance is **shared for the public standard only**. No member, partner, or contributor can use the Foundation to control another organisation's business, IP, or tooling.

| Matter | Who decides | How | Notes |
|--------|-------------|-----|-------|
| 185 field dictionary (minor / new modules) | Foundation Council | RFC → working group → simple majority | Published semver on GitHub + schema portal |
| 169 field dictionary (minor / 1.x) | Foundation Council | RFC → working group → simple majority | Supported base standard |
| 169 / 185 breaking changes (major) | Foundation Council | RFC → **two-thirds** super-majority | Charter amendment uses same bar |
| `cultural-context` fields or badge rules | Council **+** First Nations advisory seat | Protocol sign-off **before** adoption | Advisory veto cannot be overridden by majority |
| Foundation Approved badge criteria | Foundation Council | Same thresholds as schema tier | Validator rules updated in public repo |
| National advocacy statements | Foundation Council | Simple majority | Must stay within Foundation purpose (§1.2) |
| Foundation budget, brand, domain | Foundation Council | Simple majority | Not-for-profit; no profit distribution to members |
| Foundation staff pay | Foundation Council | Simple majority | Lawful salaries (award / state instrument); surplus may fund them (Charter §9.4–9.6) |
| GitHub org admin & release tags | Foundation officers (Secretary / Council) | Per charter & by-laws | Public read and PR comment; merge via officers |
| Reference validator code (`lib/`) | Foundation Council | RFC + release | Apache-2.0 where marked; canonical releases only |
| Member practice HR, fees, clients | **Each member** | Internal only | Foundation must not interfere |
| Member proprietary designs & unreleased models | **Each member** | Internal only | Contributing to schema does not transfer project IP |
| Member choice of software (LA, Revit, GIS, etc.) | **Each member** | Internal only | Foundation standard is vendor-neutral |
| The Landscape Archive products & pricing | **The Landscape Archive Pty Ltd** | Commercial board / operator | **No Foundation voting seat** for implementation partners |
| The Landscape Vault IP (Brain, assets, pipelines) | **The Landscape Vault Pty Ltd** | Holding company | Not Foundation-governed |
| Commercial implementation licence | **The Landscape Archive Pty Ltd** | Separate contract | NC standard ≠ commercial product entitlement |
| Real project bundle JSON (client data) | **Project author / member** | Local export policy | Restricted cultural detail never belongs in open GitHub repos |

**What is not a "takeover":** admitted members electing Council representatives and approving schema RFCs through the process above.

**What is not allowed:** redirecting Foundation brand, marks, or releases; publishing competing forks under the Foundation name; using Council seats to set Archive shop prices or Vault IP terms.

Full reserved powers: see [CHARTER.md](./CHARTER.md) §3. Commercial boundary: [COMMERCIAL_SEPARATION.md](./COMMERCIAL_SEPARATION.md).

## Council (proposed seats)

| Seat | Sector | Term |
|------|--------|------|
| 2 | Private practice (different states) | 2 years |
| 2 | University landscape architecture programs | 2 years |
| 1 | First Nations advisory (protocol authority) | 2 years, renewable by advisory panel |
| 1 | Environmental / research body | 2 years |
| 1 | Open data / standards liaison | 2 years |

Landscape Archive holds **no voting seat** by default; participates as **founding implementation partner**.

## What the Foundation owns

- Public metadata schema (semver releases)
- Foundation Approved badge rules
- National advocacy positions (climate-positive design, open planting data)
- Optional open asset registry policy

## What members keep

- Internal HR, finances, and project delivery
- Proprietary design IP and unreleased models
- Choice of software vendor (LA, Vectorworks, GIS stacks, etc.)

## Finances & staff pay

- The Foundation is **not-for-profit**: no surplus is ever distributed to members as members.
- Once incorporated (the trigger for employing anyone — see Charter §11.3), the Foundation may **employ staff and engage contractors** to run the schema, validator, secretariat, and programmes.
- The Foundation **complies with all applicable employment law** and pays everyone it employs **at least the lawful minimum** — the National Employment Standards and any applicable modern award under the *Fair Work Act 2009* (Cth), or the equivalent **state instrument** if it is not a national-system employer.
- **Surplus feeds the work first:** any operating surplus is applied to the payment for, and salaries of, those working for the Foundation, and then to its other purpose activities. Paying for services actually rendered is not "profit distribution."
- **Related-party safeguard:** anyone paid who is also a member or Council member must declare the interest and cannot vote on their own pay; Council-member pay needs the approval the state Act/model rules require. Full wording: [Charter §9](./CHARTER.md#9-finances); incorporation clauses: [ASSOCIATION_RULES.md](./ASSOCIATION_RULES.md#part-c--not-for-profit-and-winding-up-clauses-required).

## Schema change process

1. RFC on GitHub (14-day comment period)
2. Working group recommendation
3. Council approval for minor (1.x) or major (2.0) bumps
4. Published on `schema.landscapefoundation.org.au` with CHANGELOG

## Cultural context governance

Badge criteria involving `cultural-context` require sign-off from the First Nations advisory seat before publication in validator rules.