Intersect Constitutional Council Charter

This remains a work-in-progress, and will be refined and confirmed by the final Intersect Constitutional Council.

Intersect's position on the ICC and our Charter

Abstract

Intersect was incorporated in Wyoming, USA, on December 8 2023, as a not-for-profit, members-based organization. Intersect’s mandate is to advance Cardano’s open development through our members, including management of Cardano’s core repositories and associated open source projects. Intersect also orchestrates and coordinates Cardano’s technical roadmap (including continuity) and supports and facilitates the bootstrapping and rollout of Cardano’s governance program.

Intersect’s position on the Interim Constitutional Committee (ICC) as one member of a 7 member body, is an unelected seat during the interim period (max. term 73 epochs from the first stage of the Chang upgrade taking effect on mainnet). Once Cardano has exited the bootstrapping phase, ada holders will be able to replace the ICC via on-chain governance action. The membership body will decide whether Intersect should stand for election to the Constitutional Committee when the ICC term ends in the summer of 2025.

Given Intersect’s constitutional role, its seat on the ICC will be distinct from day-to-day operations, committees, and working groups. During the interim period, Intersect’s seat will be referred to as the ‘Intersect Constitutional Council’ (henceforth, ‘Council’).

Drafting the Charter

The new Council's first order of business will be to confirm the suggested provisions and motivations, and approve a final version of the Charter, with all Council members of the Council signing it. Intersect’s leadership team will sign the final Charter, along with the Council. Once finalized and signed by all parties, the Charter will undergo a legal review to ensure relevant regulatory compliance. Once signed, all signees will confirm to uphold the Charter in good faith.

The final Charter is expected to evolve and be amended frequently during the interim period as the Council matures and improves its operational capability. The core principles and tenets will remain largely unchanged, however. A change process is described in section 7.

This Charter will specify Intersect’s early principles and approach to how it will operationalize its ICC seat. It will describe processes, ways of working, membership conditions, and Intersect’s service to the Cardano community. The Charter will also detail the safeguards and dispute resolution procedures in place.

1. Charter principles

2. Membership composition & commitment

3. Decision making, administrative processes, and ways-of-working

4. Key management, custody, and security arrangements

5. Conflicts of interest and dispute resolution

6. Role of Intersect’s staff

7. Charter change process & versioning

Some clauses and terms may occasionally overlap with other sections. For the sake of completeness, there may be instances of duplication.

Definitions

• Full Council includes Full Members and Alternates

• Full Members are individual Intersect members either representing themselves or their organization, depending on the membership tier, on Intersect’s Council.

• Alternates are considered members of the Council without voting rights unless called upon to temporarily replace a full member due to a conflict of interest, resignations, inactivity, or voting deadlock.

1 - Core principles

1.1 The Council agrees to uphold the interim Constitution and adjudicate on all governance actions based on their constitutionality.

1.2 The Charter and its provisions will be upheld in good faith at all times.

1.2 The Council and its decisions will be transparent and made available to the Cardano community within a reasonable time frame.

1.3 The Council will be composed of Intersect members, subject to 1.31.

• 1.31 Individual Council members cannot be represented elsewhere on the ICC, either individually or via their organization. For example, the Council cannot have representatives from the 3 pioneer entities (Cardano Foundation, EMURGO, and IOG) or be part of an elected consortium since they are already represented on the ICC.

1.4 The Council will serve its term in accordance with limits given to Intersect’s seat on the ICC (notwithstanding arbitration options described in the dispute resolution section, nor the on-chain checks and balances as described in CIP-1694).

1.5 The Council may abstain from voting on governance actions that may wholly or partially benefit Intersect. There are many permutations to beneficiaries of decisions, and Intersect’s staff will assist in clarifying the conflicts of interest register.

1.6 Governance actions that wholly or partially benefit a member/s of the Council will require a conflict of interest declaration, and impacted members may abstain from serving on the Council until a decision is reached. The Council’s Chair will call for a motion to either proceed acknowledging conflicts and/or Alternates will step in to maintain quorum or abstain entirely.

2 - Membership composition, oath, and commitment

2.1 All Council members must be paid-up members of Intersect (either as an individual or as an employee of an enterprise member) and maintain a level of ‘good standing’ as defined in the membership agreement.

2.2 Council members can be individuals or represent their organization. However, all members must be named individuals and membership is non-transferable.

2.3 The Council (at least in the interim phase) will comprise seven full members and three alternates. Alternates will replace full members in the case of prolonged absence, conflicts of interest, resignations, motion to remove a member, or voting deadlock. Alternates will be invited to all meetings and will participate in full, with no voting rights unless called by the Chair to replace a full member.

2.4 The Council shall select a Chair from the full members. The Chair will rotate every three months and have limited scope, but will include tie-break powers in the case of a voting deadlock, represent the Council in dispute resolutions, and be able to call meetings among other areas as described throughout this Charter.

2.5 All Council members (Full and Alternates) are expected to be active, and will be considered inactive if they are absent for three meetings in any three month period. Inactivity can trigger clause 5.4.

2.6 Members may resign by giving four weeks written notice to the Chair. The resignation will trigger a by-election process to elevate one Alternate.

2.7 All members will sign a conflict of interest register (besides this Charter) before accepting their role.

2.8 All members are treated as equals, and will be afforded the same opportunity to share their position on a governance action, process, or procedural subject.

2.9 All members agree not to be an ‘open or public’ DRep (ie openly accepting delegations) whilst serving in their role.

3 - Decision making, administrative processes, and ways of working

3.1 The seven members of the Council will reach a decision by simple majority vote, requiring a minimum 3-2 (quorum is 5) to vote yay, nay, or abstain pertaining to the constitutionality of a governance action.

3.2 To reach a decision, it’s expected the Council will seek technical, legal, and other external sources of information. This can include, but may not be limited to, the technical, parameter, and civic committees within Intersect.

3.3 If abstentions result in a voting deadlock, all three alternates will be called forward to vote. In the event of a tie (5:5), the Chair will have the casting vote.

3.4 Upon reaching a decision, the Chair will formally instruct Intersect to vote in accordance with the Council’s wishes (see more under ‘key management’).

3.5 The Council will initially convene on a weekly basis during the bootstrapping phase. With Council approval, the Chair can alter this depending on governance action volume or for procedural reasons.

3.6 In special circumstances, the Chair can convene a special meeting by giving at least 48 hours notice to the Council. Also, the Chair will inform the Council if a full ICC meeting is called by other members of the ICC.

3.7 The Council will commit to publishing the rationale within 72 hours of a decision being reached, including the meeting recording of that decision being made.

3.8 The Council Chair will be invited to executive committee meetings for holistic awareness to technical and governance outputs from across Intersect.

3.9 The Council is currently an unpaid body, but it is anticipated remuneration will be a discussion point for the Council in collaboration with Intersect professional staff.

3.10 An appointed Secretary will keep pace with the flow of information on-chain, including governance action submissions and expiry dates, ensuring the Council understands critical timelines in which to reach a decision.

4 - Credential management and security arrangements

4.1 During the interim period, Intersect’s Constitutional Committee credentials will be in the legal custody of Intersect and fully managed by Intersect staff (subject to clause 4.3).

4.2 Intersect’s credential configuration will support multiple roles within a larger system, allowing for separation of capabilities between different roles/individuals. Using a robust multi-signature authorization scheme for on-chain governance transactions, Intersect will leverage best key management practice. See reference point.

4.3 Intersect staff, including the board and executive team, have no authority to use the keys without formal instruction from the Council. For security purposes, key holders will remain confidential.

5 - Conflicts of interest and dispute resolution

5.1 All members will be required to declare conflicts of interest before joining the Council. The Secretary will maintain an up-to-date log at every meeting.

5.2 The Chair can propose the removal of a Council member. This requires a supermajority (6:3) decision by the Council. This decision should specify the alleged Charter breach/es (inactivity, for example), Intersect’s Code of Conduct, and/or Intersect’s membership agreement.

5.41 Once verified by Intersect’s governing board, the offending member will be notified and an Alternate will fill the vacancy. Similarly to a member resigning, this will trigger a by-election to select a new Alternate.

5.3 The Council can be dissolved if a petition by the Intersect membership base is presented to the governing board with at least 51% of the membership signing.

• 5.31 Once verified, the governing board and executive team will dissolve the Council in its current state and assume responsibility for fulfilling Intersect’s role on the ICC. However, the election process to elect a new Council must commence no later than 14 days after the dissolution. This clause does not at any time supersede the on-chain safeguards to submit a no-confidence vote.

5.4 Upon receiving formal instruction from the Council, if the agreed decision is not carried out in accordance with the Council’s wishes, a formal investigation will immediately commence, including the option for disciplinary action against named individuals. This may include sanctions such as suspension and dismissal.

5.5 If Intersect ceases to exist as a legal entity or winding down notices are submitted, the Council will be notified and dissolved with immediate effect. Intersect professional staff will resign from the ICC by submitting the relevant transaction to take effect on-chain.

6 - Role of Intersect and its staff

6.1 Under Intersect’s second pillar - administrate and champion Cardano’s community-led governance implemented by CIP-1694 - Intersect and its staff will remain neutral and at all times act as servant-leaders to the Council and Intersect’s membership base.

6.2 To support the Council, Intersect will appoint a permanent Secretary, allowing all members to fulfill their role to the best of their ability without too heavy a burden on administrative tasks. Also, technical and communication resources will be available to the Council when required.

6.3 A senior member of Intersect’s staff will act in an observer capacity at all formal governance action meetings, but will not participate in debate or discourse. The Council may call upon the named individual to clarify a procedural question or request an action, but said individual shall remain impartial and objective at all times.

6.4 Intersect’s leadership, including the executive team and governing board, will have no authority or responsibility over decisions taken by the Council, and will only act under formal instruction to vote in accordance with the Council’s wishes.

7 - Charter change process and versioning

7.1 This charter will be regularly reviewed for adherence and accuracy once in effect. It must be reviewed at least every three months during the interim period, after which it is expected to be reviewed annually if the membership agrees to stand for election in 2025.

7.2 This charter can be amended at any time, but requires all Council members (including alternates) to be present, approving with a super-majority threshold (7:3). All Council members (including Intersect leadership) will be required to re-sign their commitment to upholding the charter within 72 hours of any new version coming into effect.

7.3 The Secretary of the Council will maintain all records.

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END OF CURRENT DRAFT