Governance Charter

This charter establishes the governance framework for the Galileo Luxury Standard, an open industrial specification for digital product identity and traceability in the luxury goods sector. The governance structure ensures neutrality, prevents single-organization control, and enables competing luxury brands to collaborate on a shared standard.

1. Mission and Scope

The mission of the Galileo Luxury Standard is to establish an interoperable digital product identity standard for luxury goods that:

Creates an immutable digital memory for objects spanning multiple decades
Enables provenance verification independent of proprietary platforms
Allows competing brands to collaborate without competitive sacrifice
Prepares the industry for ESPR Digital Product Passport requirements (2027)

Core Value

"Proteger le patrimoine des marques et le savoir-faire humain" — Protect brand heritage and human craftsmanship through a common language enabling interoperability between competing brands without competitive sacrifice or platform dependency.

Scope

The Standard encompasses:

Specification Development— Technical specifications for digital product identity, lifecycle events, and compliance interfaces
Reference Implementations— Non-production reference code demonstrating specification compliance
Certification Program— Conformance testing and certification for implementations
Educational Materials— Documentation enabling adopter implementation

The Standard explicitly excludes production-ready smart contract implementations, user interface applications, hosting or infrastructure services, and financial tokenization or speculative trading features.

2. Participation

Galileo Protocol follows an open contribution model. All contributions require a Developer Certificate of Origin (DCO 1.1) sign-off.

2.1 Contributors

Anyone may contribute to the Standard by submitting RFCs, code, or documentation. No membership or fee is required.

Full access to all published specifications
Participation in RFC comment periods
Submit pull requests and specification proposals
Commercial use of specifications under Apache License 2.0

2.2 Active Contributors

Contributors with sustained, meaningful participation over 12+ months gain recognition and eligibility for TSC nomination.

Eligible for TSC seat nomination (elected or peer-nominated)
Invitation to contributor-only working group sessions
Listed in project contributors registry

2.3 Founding Partners

Enrollment window closed at Charter ratification. Founding Partners hold transitional TSC seats that sunset after three (3) years.

Transitional representation on TSC (see Section 4)
All Contributor rights
Sunset: Founding Partner TSC privileges expire three (3) years from Charter ratification. After expiration, Founding Partners continue as Active Contributors.
Contribution of RFCs and specification improvements

Observers have no voting rights on Governing Board or Member matters, and no attendance at closed Member sessions.

3. Governing Board

The Governing Board provides strategic direction and fiduciary oversight for the Standard.

3.1 Composition

One (1) representative from each Founding Partner organization
Representatives elected by Member organizations (minimum 3, number based on membership count)
Non-voting Executive Director (if appointed)

No single organization may hold more than one (1) Board seat.

3.2 Responsibilities

Budget— Approving annual budget and financial reports
Strategy— Setting strategic direction and priorities
Membership— Establishing membership policies and fee structures
Trademark— Managing trademark and brand policies
Appointments— Appointing Board-designated TSC members
Escalation— Serving as final arbiter for unresolved disputes
Charter— Proposing and approving Charter amendments

3.3 Voting

Quorum: Two-thirds (2/3) of voting Board members
Standard Decisions: Majority of members present
Charter Amendments: Two-thirds (2/3) of all voting members
Budget Approval: Two-thirds (2/3) of all voting members

4. Technical Steering Committee (TSC)

The TSC is the technical governance body responsible for specification development and technical decision-making.

4.1 Composition

The TSC consists of eleven (11) voting members:

6 Elected— Elected by Active Contributors for 2-year terms
3 Appointed— Appointed by the Governing Board for expertise and diversity, 2-year terms
2 Founding Partner (Transitional)— Designated by Founding Partners, expire 3 years post-ratification

4.2 Anti-Dominance Provision

No single organization may hold more than two (2) TSC seats simultaneously. If elections or appointments would exceed this limit, the excess seat(s) pass to the next eligible candidate(s).

4.3 Active Contributor Definition

An Active Contributor is any individual who has had a contribution accepted during the prior twelve (12) months. Qualifying contributions include specification text, accepted RFCs, reference implementation code, official documentation, and test suites.

4.4 Elections

Annual elections held each September for seats expiring December 31
Self-nomination or nomination by another Active Contributor
Nominees must be Active Contributors
Ranked-choice voting by Active Contributors
Results published within seven (7) days of voting close

4.5 Term Limits

TSC members serve two (2) year terms, renewable once. After two consecutive terms, a member must observe a one (1) year gap before seeking re-election or re-appointment.

5. Voting Procedures

Quorum: Two-thirds (2/3) of voting members for both TSC and Governing Board
Standard Decisions: Majority of members present (in-person) or majority of all voting members (electronic)
Electronic votes remain open for minimum seven (7) days
Members may abstain; abstentions count toward quorum but not the vote threshold
Members must disclose material conflicts of interest before voting

6. Veto Mechanism for Breaking Changes

This section establishes protections for Standard adopters against disruptive specification changes.

6.1 Definition

A breaking change is any modification that would cause a previously-conformant implementation to become non-conformant, remove or fundamentally alter existing feature semantics, change mandatory requirements in a non-backward-compatible manner, or modify identifier formats, data structures, or interfaces incompatibly.

6.2 Veto Rights

Any TSC member may exercise a veto on proposed breaking changes. A veto must be:

Timely— Declared in writing during the RFC review period
Justified— Include specific technical justification referencing adopter impact
Constructive— Propose an alternative approach or conditions for lifting the veto

6.3 Veto Effect and Resolution

A valid veto immediately suspends the RFC approval process and triggers a ninety (90) day resolution period. The TSC Chair facilitates negotiation between the veto holder and RFC authors. If unresolved, the RFC is tabled and may be reintroduced after twelve (12) months with substantial modifications.

6.4 Veto Override

A veto may be overridden only by:

Unanimous TSC Consent— All other TSC members (excluding veto holder) agree to override
Governing Board Override— Two-thirds (2/3) vote of the full Governing Board

7. Intellectual Property Policy

All specification text, schemas, reference implementations, and documentation are licensed under the Apache License, Version 2.0.
All contributions must be submitted with a Developer Certificate of Origin (DCO) sign-off, certifying the contributor has the right to submit under Apache 2.0.
Per Apache License 2.0, contributors grant a perpetual, worldwide, royalty-free patent license for patent claims necessarily infringed by their contributions.
The "Galileo Luxury Standard" name, logo, and marks are held by the Foundation. Usage is governed by the Trademark Policy.

8. Transparency Policy

The Standard operates under a hybrid transparency model that protects competitive concerns while ensuring accountability.

Deliberations: TSC and Board discussions may be held privately to allow candid debate between competing brands.
Decisions: All decisions are published within seven (7) days with full rationale.
Meeting Records: Summary minutes published within 14 days. Detailed minutes are available to Members only.
A public, append-only decision log is maintained as the authoritative record of Standard governance.

9. Antitrust Compliance

All activities are conducted in compliance with applicable antitrust and competition laws. The following topics are strictly prohibited in all Standard activities:

Pricing— Current, future, or historical prices; pricing strategies
Market Allocation— Division of customers, territories, or markets
Boycotts— Agreements to refuse dealing with competitors, suppliers, or customers
Competitive Intelligence— Sharing of non-public competitive information
Production— Agreements on production levels or capacity

Violations may result in immediate termination of membership, exclusion from Standard activities, and referral to appropriate authorities.

10. Code of Conduct

All participants are bound by the Code of Conduct. The TSC is responsible for enforcement. Violations may result in graduated sanctions up to and including permanent removal from project participation.

11. Amendment Procedures

Charter amendments may be proposed by:

Any Governing Board member
The TSC (by majority vote)
Petition of five (5) Member organizations

Proposed amendments undergo a sixty (60) day review period. Approval requires a two-thirds (2/3) vote of all Governing Board voting members. Approved amendments become effective thirty (30) days after approval.

In case of legal or regulatory emergency, the Board may adopt temporary amendments by unanimous consent, effective immediately. Emergency amendments expire after ninety (90) days unless ratified through the normal process.