KaiYuanShe Charter

2025 Revision - KaiYuanShe Governance Documents

Chapter 1 General Provisions

Article 1KaiYuanShe is composed of individual volunteers who volunteer to contribute to the open source cause."Contribution, Consensus, and Co-governance"An open source community formed by principles.

Article 2The English name of KaiYuanShe is"KAIYUANSHE“, the official website address is: https://kaiyuanshe.cn.

Article 3The vision of KaiYuanShe is:Based in China, contributing to the world, promoting open source to become a way of life in the new era。

Article 4The mission of KaiYuanShe is:Open source governance, international integration, community development, project incubation, join hands with domestic and foreign communities, foundations, universities, enterprises and governments to create a healthy and sustainable open source ecosystem.

Article 5The purpose of KaiYuanShe is to promote the spirit of open source, unite everyone's power for good, gather everyone's wisdom for good, open collaboration, mutual benefit and win-win, and contribute to making the world a better place. (Quoted from Kaiyuan People’s Manifesto)

Article 6The philosophy of KaiYuanShe is: asOpen Source Initiative（OSI）The first member in China agrees with OSI's definition of open source and encourages more Chinese developers and Chinese companies to understand, agree with and choose open source license agreements that comply with OSI's definition.

Article 7KaiYuanShe abides by national laws and regulations, social order and good customs, and follows relevant national guidelines and policies.

Chapter 2 Business Scope

Article 8The business carried out by KaiYuanShe includes but is not limited to:

Organize various activities such as open source related conferences, salons, and workshops
Operate an online media platform to disseminate cultural knowledge and information related to open source
Carry out research work such as translation of open source related content and preparation of reports
Develop, operate and maintain online infrastructure such as open source related tool platforms
Liaise with various open source communities/organizations in different types and fields of cooperation
Connect with open source communities/organizations at home and abroad to carry out international exchanges and cooperation
Open source sharing and training for universities, enterprises, communities, etc.
Provide development, consulting, operation and other support for projects and communities
Design open source related souvenirs, cultural and artistic creative works, etc.
Explore and promote the application of open source concepts and models in wider fields
Other open source related work

Chapter 3 Members

Article 9KaiYuanShe members includeCommunity member, official memberand other types of individual volunteers.

Article 10All individual volunteers who are interested in open source and have joined the working group or project team of the KaiYuanShe and made specific contributions can apply to become a formal member of the KaiYuanShe after being recommended by at least two formal members of the KaiYuanShe (the recommendations of the two formal members must clearly explain the recommended person's specific contribution to open source and the KaiYuanShe as a reference for voting by formal members).

Article 11Community members can apply as individuals to become official members of KaiYuanShe.More than 60% of full members voted, and the candidate receives more positive votes than negative votes, he or she will become a formal member of KaiYuanShe through election.

Article 12The rights of full members are as follows:

Enjoy the title of "Official Member of KaiYuanShe"
Enjoy the right to be displayed on the official member list of KaiYuanShe
You can apply to get the official email account of KaiYuanShe
You can apply for a business card from the KaiYuanShe, and print the volunteer titles held in the KaiYuanShe (such as team leader, deputy leader, secretary, official member, etc.)
Enjoy the right to nominate/recommend and vote as a formal member of KaiYuanShe
Enjoy the right to nominate/recommend, elect and be elected for volunteer positions such as KaiYuanShe Director
Have the right to make suggestions on KaiYuanShe affairs
You can apply for free or discounted participation in various online and offline activities of KaiYuanShe. The review will be based on budget, applicant status and other conditions.
You can apply for relevant necessary travel subsidies to participate in KaiYuanShe offline activities and represent KaiYuanShe in international open source conferences. It will be reviewed based on the budget, applicant status and other conditions.
You can apply to help promote articles and activities related to open source in the community or organization of the official member.
You can voluntarily give up your identity and rights as a full member of KaiYuanShe

Article 13The obligations of full members are as follows:

Understand and agree with the vision of KaiYuanShe
Support and practice KaiYuanShe's core mission of "open source governance, international integration, community development, and project incubation"
Understand and agree with KaiYuanShe's principles of "contribution, consensus, and co-governance" and the "Open Source Manifesto"
Understand and support the Charter of KaiYuanShe
Choose at least one working group or project group to join and make corresponding contributions
Actively participate in important activities of KaiYuanShe such as formal member recruitment voting and director election voting.
Actively participate in open source community online and offline activities, promotion and related open source projects

Chapter 4 Governing Body

Article 14The governance bodies of KaiYuanShe includeFormal General Meeting, Board of Directors, Advisory Committee, Legal Advisory Committee, the Board of Directors has an Executive Committee and a Project Committee.

Article 15The highest authority of KaiYuanShe isformal general meeting, the official membership meeting’s powers are:

Formulate and amend the charter and authorize the board of directors to draft a draft charter
Elect and remove directors
Other major matters determined by the Board of Directors to be voted on at the formal members’ meeting

Article 16The formal membership meeting shall be held for one year. A formal general meeting must haveMore than 2/3 of the full members are presentcan be held. The election of directors can only take effect if the number of valid affirmative votes cast by the formal members present at the meeting is greater than zero. Director candidates are ranked in descending order by the number of valid affirmative votes, and those who are within the number of candidates shall be elected. The formulation and amendment of the articles of association and the removal of directors must be approved by all formal membersPassed by 2/3 or more votesto take effect. Other resolutions must be approved by more than half of the formal members present at the meeting to take effect.

Article 17KaiYuanShe has established a board of directors to make decisions on behalf of the interests of all formal members and is responsible to the formal membership meeting. The Executive Committee and the Project Committee carry out daily work under the leadership of the Board of Directors. The Executive Committee of KaiYuanShe has an indefinite number of working groups under its jurisdiction, each working on a specific field; the Project Committee has an indefinite number of project teams under its jurisdiction, each working on a specific project.

Article 18Depending on the size of KaiYuanShe, the number of board members is at most seven. If there are vacancies, they will not be filled. The proportion of directors who serve in the same organization (except volunteers) other than KaiYuanShe cannot exceed 30%. The board of directors consists of a chairman, vice-chairmen and several directors. Each member of the Board of Directors serves a one-year term, and the Chairman shall not be re-elected for more than two terms. All formal members can nominate or self-recommend candidates for director, and all have the right to elect and be elected as director.

Article 19The Board of Directors may exercise the following powers:

Implement the resolutions of the formal general meeting of members
Preparing for a formal general meeting of members
Elect and remove the Chairman and Vice Chairman
Propose the removal of directors and submit it to the formal members meeting for a vote
Elect and remove the CEO of the Executive Committee and the Chair of the Program Committee
Determine and terminate the appointments of the Executive Committee’s Deputy CEO, Working Group Leaders and Deputy Leaders
Determine and terminate the appointments of Vice Chairman of the Project Committee, Project Team Leader and Deputy Team Leader
Determine relevant norms and matters regarding the withdrawal of formal members
Drafting a draft charter
Determine other important internal management systems
Decide on the establishment and termination of working groups, project teams and other institutions
Lead the work of various agencies of KaiYuanShe
Approve the annual financial budget (final) of KaiYuanShe, coordinate fund raising and use, etc.
Decide on other major matters

Article 20Board meetings are held at least once a month, and the time and place are determined by the Chairman. Board meetings can also be held online through audio or video conference calls. Board meetings must haveMore than 2/3 of the board of directors attendedIn order to be convened, the resolutions of the board of directors must be approved by more than half of the directors present at the meeting to take effect. When there is a tie in voting by the Board of Directors, the Chairman shall exercise the final decision-making power and his opinion shall be the final resolution.

Resolutions on the following particularly important matters must be approved by all directorsPassed by 2/3 or more votesTo take effect:

Propose to remove director
Drafting a draft charter
Cancellation or modification of passed resolutions of the Board of Directors
Other particularly important matters approved by more than 2/3 of all directors

Article 21The Executive Committee is the daily execution and working body of KaiYuanShe, and implements the CEO responsibility system. There is a CEO, several deputy CEOs, working group leaders and deputy leaders, each serving a one-year term. The CEO is accountable to the Board of Directors. The deputy CEO, working group leader and deputy team leader are nominated by the CEO.

Article 22The Executive Committee may exercise the following powers:

Execute the resolutions of the Board of Directors and be fully responsible for the daily affairs of KaiYuanShe
Responsible for making annual work summary reports to the Board of Directors and preparing annual work plans, financial budgets and final accounts.
Responsible for accepting applications to join KaiYuanShe and reviewing their qualifications
Responsible for the coordination of official members of KaiYuanShe

Article 23The project committee is the daily management organization of the KaiYuanShe project, and implements the project committee chairman responsibility system. The internal project committee has a chairman, several vice-chairmen, project team leaders and deputy team leaders, each serving a one-year term. The Chair of the Project Committee is accountable to the Board of Directors. The Vice Chairman, Project Team Leader and Deputy Team Leader are nominated by the Project Committee Chairman.

Article 24The project committee may exercise the following powers:

Various resolutions of the Executive Council on projects
Responsible for accepting applications for KaiYuanShe projects. Members of the project committee vote to approve the establishment, joining or rejection of the project.
Responsible for coordinating the resources of KaiYuanShe and promoting the healthy development of various projects

Article 25Working groups are responsible for daily work in specific areas; project groups are established around major projects, topics, and topics. Each working group or project team has a leader, deputy leaders, and several team members. The leader should be a formal member of KaiYuanShe. There is no limit to the number of working groups or project teams.

Article 26The initiative of a working group or project team shall be proposed by a formal member, and the goals, scope of responsibilities and work plan of the working group or project team shall be stated, and shall be formally established with the approval of the Board of Directors. Working groups and project teams should submit work reports regularly. The Board of Directors is responsible for reviewing the work of various working groups and project teams and deciding whether to continue their work.

Chapter 5 Asset Management and Use

Article 27The main sources of funding for KaiYuanShe:

Income from activities and services performed within the scope of the business
Donate
funding
interest
other legal income

Article 28The funds of KaiYuanShe are used for the development of the business scope and undertakings stipulated in this Articles of Association, as well as the maintenance of daily operations.May not be distributed among members, no unit or individual may encroach, privately distribute or misappropriate it.

Article 29Commissioned by KaiYuanSheXingyuan (Shanghai) Information Technology Co., Ltd.Responsible for relevant financial management, regularly publish financial reports, and accept supervision by members.

Chapter 6 Supplementary Provisions

Article 30Modifications to the Articles of Association must be approved by the Board of Directors and then submitted to the General Meeting of Members for review and take effect after being voted and approved by the General Meeting of Members.

Article 31The right to interpret this charter belongs to the Board of Directors.