# Memorandum of Understanding (MoU)

**Between:**

The KERI Foundation, a manager-managed entity incorporated under the laws of the State of Utah, United States ("the Foundation")

**And:**

The multi-member L3C entity formed to govern the Foundation ("the L3C")

###### L3C and LLC can be used interchangeably for the purpose of the MoU.

---

## 0. Integral documents

This Memorandum of Understanding (MoU) is an integral part of the governance documents of the Foundation:

1. [Multi-Member LLC Operating Agreement, Manager-Managed](https://hackmd.io/ToaYkwceTBaAWYqcz7vrwA)
2. [KERI Foundation Roles and Organization](https://hackmd.io/Ih1nZrafQAWk5t-tjg4SFA)

## 1. Purpose and Scope

This Memorandum of Understanding (MoU) outlines the governance framework, decision-making processes, roles, and responsibilities of the KERI Foundation and its governing multi-member L3C. This document ensures alignment with the Foundation's mission and vision, safeguarding the integrity and security of its operations and intellectual property, particularly the KERI Suite, while fostering collaborative and business-friendly structures.

It's a MoU between managers among themselves, between members of the steering L3C among themselves, and between the managers and the members of the steering L3C. The members of the L3C also have the operational agreement as a leading contract.

---

## 2. Organizational Structure

The KERI Foundation operates through the following governance bodies:

### **2.1 Board of Directors**
- **Chairman of the Board**: Acts as CEO and provides strategic leadership.
- **Technology Lead**: Serves as CTO, responsible for guiding technical direction.
- **Community Lead**: Heads the Advisory Board and represents community interests.
- **Finance Role**: Initially undertaken by the Chairman until a dedicated financial officer is appointed.

### **2.2 Executive Team**
Operational roles responsible for the day-to-day management of the Foundation:
- Chairman
- Technology Lead
- Chairman Advisory Board
- Finance and Administration Manager
- External Relations and Fundraising Manager
- Communications and Public Relations Manager
- Human Resources Manager
- Legal Affairs Manager
- Internal IT, Web, and Infra Manager

One individual manager can take on multiple roles.

### **2.3 Advisory Board**
Provides non-binding strategic advice to the Board and includes representatives from funders, the developer community, and partner organizations.

---

## 3. Governance Principles

1. **Consensus-Oriented Decision-Making:**
- Efforts will be made to reach a consensus on all decisions.

2. **Majority Rule:**
- In cases where consensus is not achievable, decisions will be made by a majority of the Board, the Advisory Board, and the L3C members.

3. **Roles and Appointments:**
- New roles, changes in roles, and terminations require a majority vote.
- Appointment or removal of individuals in key positions requires a majority vote.

4. **Financial Authority:**
- **Small Expenses (up to $1,000):** Authorized by individual board managers.
- **Medium Expenses (up to $5,000):** Handled by the individual manager Chairman or Technology Lead.
- **Large Expenses (over $5,000):** Require a majority decision by the Board.

---

## 4. Objectives of the Foundation

The Foundation's objectives, established by the inventor Sam Smith, include:

1. **Resilience:**
- Ensure protection against takeovers by special interest groups.
2. **Copyright Management:**
- Leverage the KERI Suite copyright for societal and business benefits.
3. **Coopetive Model:**
- Integrate economic incentives while maintaining a focus on the Foundation's mission.
4. **License Management:**
- Adopt a flexible licensing approach to balance open-source and commercial needs.
5. **Community Integrity:**
- Discourage free-riding and protect the Foundation's core team.
6. **Security Focus:**
- Prioritize security in all decisions and operations.
7. **Inventor's Role:**
- Maintain Sam Smith's pivotal role until the organization matures.

---

## 5. Decision-Making Process

The decision-making framework includes the following steps:

1. **Proposal Submission:**
- Any manager or member may submit proposals to the Board.
2. **Deliberation:**
- The Board discusses proposals with input from the Advisory Board as needed.
3. **Voting:**
- Majority votes determine outcomes when consensus is not reached.

**Note:**
Special provisions are made to ensure that Sam Smith's guidance remains central to technical and strategic decisions until such time that the Foundation can independently sustain its operations.

---

## 6. Financial Management

The Foundation operates a tiered financial authorization system to ensure accountability and transparency:

1. **Small Expenses:** Handled by individual managers.
2. **Medium Expenses:** Handled by the individual manager Chairman or Technology Lead.
3. **Large Expenses:** Require majority approval from the Board.

---

## 7. Role Allocation and Competencies

Roles and responsibilities are detailed in the Foundation's governance documents and include:

1. **Development Cell:**
- Oversees security, reference code, IP management, and language compatibility.
2. **Advisory Cell:**
- Provides non-binding recommendations to ensure community alignment.

---

## 8. Amendments and Review

This MoU may be amended with a majority vote from the Board and L3C members. A periodic review will be conducted to ensure alignment with the Foundation's mission and evolving needs.

---

## 9. Agreement

### Procedure
Each LLC member must sign both for the company and for themselves.

The manager signs here. If the manager is also an owner of the company (a member), they must sign for the company and for themselves in addition to signing as the manager.



### Signatures

On behalf of the KERI Foundation:

**[Name]**
Manager of the Board

Date: __________________

On behalf of the L3C:

**[Name]**
Representative Member

Date: __________________