Governance

This page is a plain-language summary. The governing text is the By Laws of OpenAttribution Limited, which sit beneath the company's articles of association. Where this summary and the by-laws differ, the by-laws prevail. Section references below point to the by-laws.

What it is

OpenAttribution Limited is a company limited by guarantee registered in England and Wales (company number 17002582). It exists to develop, maintain and promote open technical standards, protocols, software and infrastructure for the transparent, accountable and measurable use of content by AI systems, and to support their adoption by content owners, AI platforms, technology and measurement providers, publishers, advertisers, brands, retailers and regulators (section 3.1).

OpenAttribution owns and maintains its own specifications, including the AIMS agent identity standard, the registry model and a commerce profile, and operates free telemetry infrastructure for content owners. The reporting wire format itself is the Content Telemetry standard, a neutral open standard stewarded by the SPUR Coalition. OpenAttribution participates in that standard through public comment; it does not own it. This is measurement infrastructure. It does not decide who gets paid or how much.

OpenAttribution is a not-for-profit body. It may earn revenue from membership fees and paid services, but no part of its earnings may be distributed to any member or individual other than as reasonable remuneration for services actually rendered, and all surplus is applied to its purposes (sections 3.2 and 4.3).

Membership

There are three classes of member (section 5.2). Admission to any class is decided by the Board (section 5.4).

Steering Group Members

Organisations that support the purposes of the company and are approved by the Board under criteria designed to keep the group representative across content owners, agencies, technology providers and AI providers. Each designates a named employee representative. Steering Group Members vote at general meetings, chair and participate in working groups, and between them fill up to six seats on the Board.

Associate Members

Organisations that support the purposes of the company and are approved by the Board. Associate Members vote at general meetings and participate in working groups and committees as the Board permits, but do not hold Board seats.

Observer Members

Individuals or organisations such as journalists, academic researchers, research institutions and government bodies. Observer Members pay no fees, do not vote and do not sit on the Board, but may attend general meetings and such working group meetings as the Board permits.

Fees

The Board sets the fee structure for Steering Group and Associate Members (section 7). Fees fund operations, infrastructure, events and development of the standards. A member whose fees are more than ninety days overdue may have its membership suspended until they are paid.

How decisions are made

General meetings

Steering Group and Associate Members in good standing are Voting Members. Each has one vote, whatever it pays (section 6.5.1). An annual general meeting is held each year, and further general meetings may be called by the Chairperson, a majority of the Board, or twenty per cent of Voting Members. Members may attend and vote remotely or by proxy, and resolutions may be passed in writing (section 6).

Ordinary matters are decided by a simple majority of those voting. Two things require a Supermajority, meaning seventy-five per cent of all Voting Members rather than of those present: any amendment to the by-laws, and any change to how the company's intellectual property is owned, exploited or licensed (section 6.5.3).

The Board

The Board manages the affairs of the company (section 8.1). It has up to fourteen members, drawn from three sources (section 8.2):

• Two permanent seats held by OpenAttribution Limited, appointed and removed by its management and not subject to election or rotation.
• Up to six seats filled by named employee representatives of Steering Group Members, under an appointment and rotation policy the Board publishes to members.
• Up to six seats appointed by the Board for technical, legal, regulatory, standards, commercial, content, publisher, platform, measurement or governance expertise.

The Chairperson is nominated by OpenAttribution Limited from the holders of the permanent seats or its designated management, chairs Board and general meetings, and has a casting vote at Board meetings (section 11.2). The Board meets at least twice a year, and each Board Member must attend at least half of meetings in any rolling twelve-month period.

Working groups and committees

The detailed work on specifications happens in working groups, which are open to the named representatives of Steering Group Members and, at the Board's discretion, to Associate and Observer Members. The Board may also establish standing committees, ad hoc project committees and advisory committees, and non-Board members may be invited onto project and advisory committees (section 10).

Safeguards

Fees do not buy votes

Every Voting Member has exactly one vote. There is no weighted voting and no minimum financial contribution as a condition of membership beyond the fee structure the Board sets (section 5.1).

Openness is locked in

The company's policy is to publish its standards, specifications, schemas, protocols, documentation, reference implementations and SDKs under open-source, open-access or permissive licences. Any decision to license on materially less open terms requires a Supermajority of all Voting Members, not a Board decision (section 13.3).

The rules cannot be changed quietly

Amending the by-laws takes a majority of the entire Board and then a Supermajority of all Voting Members, and every amendment is recorded in full (section 14.7).

Conflicts of interest

A Board Member with a material interest in a matter must disclose it before the matter is considered, must not vote on it, and must leave the room for that part of the meeting unless the non-conflicted members resolve otherwise. All disclosed interests are recorded in a conflicts register (section 8.11).

No private benefit

No part of the company's earnings may go to a member or individual except as reasonable payment for services actually rendered, and on dissolution the assets are distributed under a plan adopted by the Voting Members on the same basis (section 14.8). Accounts are filed at Companies House.

Intellectual property

All intellectual property created by or for the company, including standards, specifications, software and documentation, is owned by OpenAttribution Limited. Members and working group participants acquire no rights in it by virtue of taking part (section 13.1). OpenAttribution's specifications, profiles and code are published under Apache 2.0. The Content Telemetry standard's IP sits with the SPUR Coalition, which publishes it under the same licence.

Where a member contributes pre-existing IP, the licence or assignment terms are agreed in writing before the contribution; none is implied (section 13.4).