Charter of the Transition Committee

# Charter of the Transition Committee Last updated: 2024-05-09 **Note: This is a draft charter and is still in progress. Changes will be reflected as needed.* ## Committee Description and Purpose The Committee is established to support Invest in Open Infrastructure (IOI) in its process of transitioning from fiscal sponsorship to establishing itself as an independent not-for-profit organization (501c3). The Transition Committee was established to support IOI in its next phase of organizational growth and maturity. The responsibilities of the committee include supporting the Executive Director in navigating and providing oversight of the logistics associated with incorporating a new 501c3 nonprofit in the US, and transitioning legal and fiscal identity successfully from Code for Science & Society (CS&S), IOI’s fiscal sponsor. ## Key responsibilities & Duties The Committee will: 1. Support IOI Leadership in reviewing and selecting external counsel to help with filing for nonprofit status and other incorporation needs, including transition arrangements for formal spin out from Code for Science & Society; 1. Work with IOI Leadership to provide input and oversight for incorporation / filing requirements such as nonprofit name, locality (state) for incorporation, registered address, applying for trademark, and named officers. 1. Support IOI Executive Director in overseeing and guiding the transition planning process with Code for Science & Society, including policy creation and review for handoff of operations and financials, intellectual property and asset transfer, and other associated matters to ensure a smooth separation. 1. Assist IOI Leadership as needed in funder conversations surrounding transition needs, costs, and logistics. 1. Ongoing oversight to ensure compliance and reporting needs are surfaced, addressed and met during the transition. ## Committee Membership & Structure This Committee consists of at least 5 members of IOI’s existing Steering Committee, including IOI’s current Chair. ## Procedures ### Meetings This Committee will meet monthly, as needed, and will be disbanded after a successful transition and handoff is complete. A majority of Committee members (at least 4 members) will constitute a quorum. Committee recommendations can be made and approved only when a quorum is present. Committee recommendations pass with a majority vote and may then be presented to the Steering Committee for final approval. ### Communications The Committee will report its activities to the Steering Committee on a regular basis and will keep minutes of its meetings. ### Periodic Review The Committee will conduct periodic performance evaluations to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee deems appropriate. --- ## See also * [IOI Transition Committee meetings](https://hackmd.io/@investinopen/rJaosuCYR) --- This page first published: 2025-05-19 --- <a rel="license" href="http://creativecommons.org/licenses/by/4.0/"><img alt="Creative Commons License" style="border-width:0" src="https://i.creativecommons.org/l/by/4.0/88x31.png" /></a><br />This work is made available under a <a rel="license" href="http://creativecommons.org/licenses/by/4.0/">Creative Commons Attribution 4.0 International License</a>. Users are free to share, remix, and adapt this work. (Please attribute [Invest in Open Infrastructure](https://investinopen.org/) in any derivative work).