Bylaws of Fauna Social

English translation; the Norwegian original prevails.

Adopted at the founding meeting on 30 June 2026.

§ 1. Name

The name of the association is Fauna Social.

§ 2. Purpose

The purpose of Fauna Social is to develop and promote free and open-source software for decentralized social communication, with Fauna as its main project. The guiding principles of Fauna are:

1. Each user controls their own data and their own experience
2. There is no privileged actor that can track users or show advertising
3. Authorities can block illegal content

§ 3. Self-owning organization

Fauna Social is a self-owning (independent) association. No one may claim the association’s surplus or assets, and no one is personally liable for the association’s debts. The association’s funds and assets belong to the association as a whole, not to individual members.

§ 4. Intellectual property

The association’s intangible assets — including trademarks, domain names, signing keys, and platform accounts — are held in stewardship for the project and its community.

These assets may not be sold, exclusively licensed, or transferred to any other entity, with the sole exception of a transfer to an organization with an equivalent purpose through the dissolution process described in § 20.

§ 5. Commercial activity

Fauna Social shall not:

• Charge users of the software
• Sell advertising or user data
• Enter into agreements that oblige the association to provide commercial consideration to third parties
• Pay salaries, fees, or remuneration to members

§ 6. Donations and expenses

The association may receive voluntary donations and spend funds on direct project costs, including domain registration, hosting, signing certificates, and developer account fees.

Funds shall never accrue to members personally.

§ 7. Contributor copyright

Contributors retain the copyright to their contributions. The open-source license governing the project regulates usage rights. No separate copyright assignment agreement (CLA) is required.

§ 8. Membership

New members are admitted by a unanimous vote of all members. A member may be excluded by a unanimous resolution of the other members. The chair may not be excluded until a new chair has been elected in accordance with § 11.

All members are simultaneously board members. There is no separate non-voting membership category.

Persons who wish to support Fauna may become supporters. Supporters are admitted, and may be removed, by a board resolution. Supportership is not membership and carries no voting rights, but carries the right to attend, speak, and submit proposals at the annual meeting.

The association has no membership fee, and supportership is free of charge.

§ 9. Meetings and the annual meeting

The association has two types of meetings: annual meetings and board meetings. All meetings are held with simultaneous attendance, in person or digitally, and are convened with at least 14 days’ notice. Minutes are kept of all meetings.

An annual meeting is held once per calendar year and is convened by the chair. Members and supporters have the right to attend, speak, and submit proposals at the annual meeting. The annual meeting considers the annual report, an overview of the finances, and matters raised in the notice. The annual meeting passes no resolutions; decisions under these bylaws are made by the board.

At board meetings, only board members have the right to attend. Any board member may convene a board meeting. Resolutions are passed at board meetings. They may also be passed in writing without a formal board meeting, provided all board members accept written consideration and cast their vote in writing (e-mail or messaging service is acceptable). A board member who does not take part in a board meeting may cast their vote in writing on matters stated in the notice.

Resolutions for which these bylaws state no specific voting requirement are passed by a simple majority of all members.

§ 10. Voting rules

Voting requirements in these bylaws are reckoned against all the members the requirement covers, not against those attending a meeting. Unanimity requires that each of these members has voted for the resolution. A simple majority requires that more than half of them have voted for the resolution. A member who does not cast a vote has not voted for the resolution.

§ 11. Composition of the board

The board consists of a minimum of 3 members. All members of the association are board members. The chair is elected by a unanimous vote of all members.

§ 12. Vacancies

If a board seat becomes vacant, the remaining members shall unanimously appoint a replacement.

If only one member remains, that member must appoint two new members to restore the board to the minimum of 3 members.

§ 13. Last-person clause

If the board remains below 3 members for more than 12 consecutive months without being restored, the association must be dissolved in accordance with § 20.

§ 14. Chair’s veto

The chair of the board holds a veto over the following decisions:

• Admission or exclusion of members
• Amendment of the bylaws
• Transfer of intellectual property

This veto cannot be removed or limited without the chair’s own consent.

§ 15. Signatory rights

The association is signed for by the chair alone.

§ 16. Chair succession

The office is considered vacant if the chair, for 12 consecutive months, has not taken part in any meeting or written resolution, despite having been duly convened.

If a new chair has not been elected within 90 days of the office becoming vacant, the chair may instead be elected by a simple majority of all members. If the office is still vacant 180 days after it became vacant, the longest-serving member automatically becomes chair. In case of equal seniority, the oldest member becomes chair.

§ 17. Transparency

The bylaws are published at fauna.social and kept up to date.

§ 18. Activities

The association may start and end activities within its purpose by a simple majority of all members. Such resolutions are not bylaw amendments and cannot alter the governance of the association.

§ 19. Amending the bylaws

The bylaws are divided into three amendment levels. The chair’s veto under § 14 applies to all bylaw amendments, regardless of level. For Level 1 amendments, votes may only be cast in simultaneous attendance at the meetings; written voting cannot be used.

19.1 Level 1 (§§ 2, 3, 4, 10, 14, and 20, as well as clause 19.4): Amendment requires unanimity among all members, adopted at two consecutive board meetings held at least 30 days apart.

19.2 Level 2 (§§ 1, 5, 6, 7, 8, 11, 12, 13, 15, and 16, as well as clause 19.5): Amendment requires unanimity among all members.

19.3 Level 3 (§§ 9, 17, and 18): Amendment requires a simple majority of all members.

19.4 The amendment rules for Level 1 and Level 2 (clauses 19.1 and 19.2, the text of this section outside clauses 19.1–19.5, as well as this clause) may only be amended under the requirements for Level 1.

19.5 The amendment rule for Level 3 (clause 19.3, as well as this clause) may only be amended under the requirements for Level 2.

This self-protecting structure ensures that the amendment requirements cannot be relaxed without following the strictest requirement that protects them.

§ 20. Dissolution

A resolution to dissolve the association requires unanimity among all members, adopted at two consecutive board meetings held at least 30 days apart. Votes may only be cast in simultaneous attendance at the meetings; written voting cannot be used.

Upon dissolution, the association’s assets shall be transferred to an organization with an equivalent purpose, chosen by a unanimous vote of all members.

If the board does not reach agreement on a recipient organization within 6 months of the dissolution resolution:

• Trademarks and domain names shall be released
• Signing keys shall be revoked and destroyed, and platform accounts shall be closed
• Any remaining funds shall be donated to the Electronic Frontier Foundation (EFF)