gpt-engineer/GOVERNANCE.md

# Governance Model of GPT-Engineer

## I. Project Board Structure

### Project Board

The Project Board is the central decision-making body for the project, overseeing both strategic and technical decisions of the open source project GPT-Engineer.

#### Composition:
- The Board consists of the project's founder, Anton Osika, and representatives from each significant contributing entity, including individual contributors and commercial partners.
- The board is restricted to a maximum of 7 seats.
- New board members are admitted by majority vote.
- Board members may be expelled by majority vote.

## II. Roles and Responsibilities

### Veto due to Ethical Considerations
- The founder has veto right over any decisions made by the Board.
- This veto power is a safeguard to ensure the project's direction remains true to its original vision and ethos.

### Contribution-Conditioned Decision Making
- Each board member has one vote as long as they qualify as active contributors.
- To qualify as an active contributor, a board member or the entity they represent, must have made 6 significant contributions on the GPT-Engineer GitHub page over the past 90 days.
- A significant contribution is:
  - A merged pull request with at least 3 lines of code.
  - Engagement in a GitHub/Discord bug report, where the board members' input leads to the confirmed resolution of the bug. If the solution is in terms of a merged pull request, the bug resolution together with the merged pull request counts as one significant contribution.
  - A non-code, but necessary, community activity agreed on by the board, such as administration, corporate design, workflow design etc, deemed to take more than 1 hour. Participation in meetings or discussions does not count as a significant contribution.
- A board member may retain its seat on the board without voting right.

## III. Decision-Making Process

### Majority Voting
- Decisions are made based on a simple majority vote. Majority means more than half of board members with voting rights agree on one decision, regardless of the number of choices.
- The founder's veto can override the majority decision if exercised.

### Regular Meetings and Reporting
- The Board will convene regularly, with the frequency of meetings decided by the Board members.
- Decisions, discussion points, and contributions will be transparently documented and shared within the project community.

## IV. Data Access and Confidentiality

### Board Members' Right to Access Data
- Any confidential data collected by GPT-Engineer is accessible to the board members after signing a relevant non-disclosure agreement (NDA).
- A relevant NDA requires a board member to erase any copies of confidential data obtained by the time of leaving the board.

## V. Scope of Voting

### Essential Topics
- Board voting is restricted to essential topics.
- Essential topics include essential technical topics and essential community topics.
- An essential technical topic is a change in the GPT-engineer code base that is likely to introduce breaking changes, or significantly change the user experience for users and developers.
- Essential community topics are changes to the community's governance or other central policy documents such as the readme or license.
- Day-to-day tasks such as bug fixes or implementation of new features outside the core module do not require voting.

## VI. Transparency

### Commitment to Transparency
- The governance process will be transparent, with key decisions, meeting minutes, and voting results publicly available, except for sensitive or confidential matters.

## VII. Amendments

### Changes to Governance Structure
- The governance model can be revised as the project evolves. Proposals for changes can be made by any Board member and will require a majority vote for adoption.

## VIII. The GPT-Engineer Brand

### Copyright and Stewardship
- The creator of GPT-engineer (Anton Osika) will be the steward of the GPT-engineer brand to decide when and how it can be used, and is committed to never jeopardizing the interest of the open source community in this stewardship.
- Anton Osika possesses the exclusive intellectual property rights for the trademark 'GPT-engineer,' encompassing all case variations such as 'gpt-engineer,' 'GPT-engineer,' and 'GPTE.' This ownership extends to the exclusive legal authority to utilize the 'GPT-engineer' trademark in the establishment and branding of both commercial and non-profit entities. It includes, but is not limited to, the use of the trademark in business names, logos, marketing materials, and other forms of corporate identity. Any use of the 'GPT-engineer' trademark, in any of its case variations, by other parties for commercial or non-commercial purposes requires express permission or a license agreement from Anton Osika.

# Current Board Members
- Anton Osika
- Axel Theorell
- Corey Gallon
- Peter Harrington
- Theo McCabe