Skip navigation
Godot Foundation Godot Foundation

Godot Foundation Key Policies and Procedures

Section 1. Objective of the Policies.

Section 1.1. The Foundation.

This document sets forth the key policies and procedures (such policies and procedures collectively, the “Policies”) of the Godot Foundation (the “Foundation”). The Foundation is a Dutch Stichting that was formed on August 23, 2022. The KVK number of the Foundation is 87351919.

Section 1.2. Objective of the Policies.

The objective of the Policies is to set forth the key operating rules of the Foundation. These Policies, together with the organizational documents of the Foundation, govern the Foundation’s activities. The organizational documents of the Foundation are found on the Foundation’s website, which is located at godot.foundation.

Section 1.3. Supplemental Rules.

The Policies may be supplemented by such additional rules or guidelines as may be established by the Board of Directors (the “Board”) of the Foundation from time to time. All such additional rules and guidelines shall comply with the Policies.

Section 2. Foundation Mission Statement

The mission of the Foundation (the “Mission”) is to financially support the growth, initiatives and activities of the Godot Engine project, an open-source project that provides a free suite of tools and educational materials around the Godot Engine. Godot Engine - Free and open source 2D and 3D game engine The Foundation strives to help the Godot Engine continue to break down barriers to video game development and make it possible for everyone to create high quality video games, regardless of who they are and where they are located.

Section 3. Governance

Section 3.1. Board of Directors.

The Foundation is governed by a Board of Directors (the “Board”). The Board is responsible for managing the day-to-day affairs of the Foundation. The members of the Board of Directors are set forth on the Foundation’s website.

Section 3.2. Proceedings of the Board.

All proceedings of the Board shall be carried out in accordance with the Foundation’s organizational documents and applicable law. Records shall be kept of all matters reviewed by and decisions taken by the Board.

Section 3.3.Creation of Executive Positions and Committees.

The Board may, from time to time, create executive positions or establish committees and supervisory boards to assist the Foundation in connection with carrying out its Mission.

Section 3.4. Advisors.

The Board may retain or work with outside advisors to advise the Foundation on different matters. The terms and conditions of all such advisory arrangements shall be set forth in writing.

Section 4. Foundation Fundraising Activities

Section 4.1. Scope of Fundraising Activities.

The Foundation engages in fundraising activities to support the Mission.

Section 4.2. Fundraising Plan.

Fundraising activities of the Foundation will be carried out pursuant to a plan (the “Fundraising Plan”) approved by the Board. The Fundraising Plan shall set forth key fundraising objectives, including key targeted contribution areas, fundraising strategy and amounts to be raised.

Section 4.3. Fundraising Materials.

To assist with fundraising activities of the Foundation, the Foundation may prepare, from time to time, fundraising materials that describe the Foundation, targeted funding objectives and proposed uses of funds to be raised. All such materials shall be clear, truthful and contain such information as is reasonably necessary to allow potential donors to make a decision regarding whether to make a donation.

Section 4.4. Compliance with Applicable Law.

The Foundation shall, at all times, carry out all fundraising activities in accordance with applicable laws.

Section 5. Requests for Funding and Project Approval.

Section 5.1. Presentation of Projects.

Godot Engine may present to the Foundation, from time to time, specific projects that require funding and set forth in writing a funding request for such projects (a “Funding Request”). All Funding Requests shall contain a description of the project to be funded, the amount of funds that are requested, the proposed use of funds, a timeline for funding expenditure and the expected project outcomes.

Section 5.2. Review of Funding Request.

The Board shall review all Funding Requests and make a determination as to whether funding can be provided and, if so, how much based on its review of the project and available funds. All decisions of the Board regarding Funding Requests shall be set forth in writing. A Funding Request for a specific project that is approved by the Board is referred to as an “Approved Project.”

Section 6. Donations, Use of Funds and Spending Policy

Section 6.1. Types of Donations.

The Foundation shall have the flexibility to receive different types of donations from donors (each, a “Donor” and collectively, the “Donors”) to fund its Mission, including unrestricted donations, restricted donations and mixed donations. Donors may also make donations to the Foundation in-kind, subject to approval by the Board.

Section 6.2. Unrestricted Donations.

Unrestricted donations refer to general donations that may be used by the Foundation in accordance with its Mission, the Funding Plan, Foundation operating expenses and Approved Projects. The Foundation shall have the flexibility to allocate unrestricted donations as it deems appropriate and reasonable based on the Foundation’s Mission, subject to the Policies.

Section 6.3. Restricted Donations.

Restricted donations refer to donations that may only be used for specific projects, which may include Approved Projects or such other projects as may be requested by a Donor and approved by the Board from time to time. Funding in connection with restricted donations shall be carried out in accordance with the guidelines agreed in writing by the Foundation and the Donor and must align with the Mission of the Foundation.

Section 6.4. Mixed Donations.

Mixed donations are donations where funds are to be used both for unrestricted as well as restricted donations. The allocation of donations between mixed unrestricted and restricted donations are to be agreed and set forth by the Donor and the Foundation in writing.

Section 6.5. Payment Methods.

Donations may be made to the Foundation according to payment methods that are approved by the Board from time to time. Current payment methods are listed at https://godotengine.org/donate/

Section 6.6. Deposit and Use of Donations.

Donations received from Donors will be kept in a Foundation bank account until they are used for general purposes, Approved Projects or other projects that are approved by the Board.

Section 6.7. Protection of Donor Privacy.

The privacy of all Donors will be protected at all times. The Foundation shall not disclose the name of any Donor to the Foundation unless the Donor agrees to such disclosure.

Section 6.8 Right to Refuse Donations.

The Foundation reserves the right at all times to refuse donations which do not align with the Foundation’s Mission Statement or its ethical principles.

Section 7. Foundation Finances and Account Management

Section 7.1. General Foundation Financial Management Practices.

The Foundation follows strict and transparent practices to ensure that Donor contributions are appropriately received, managed and allocated in accordance with the Policies and any agreements made between the Foundation and Donors.

Section 7.2. Establishment of Account for Receipt of Contributions.

The Foundation has established a specific account for the receipt of donations from Donors.

Section 7.3 Signing and Spending Authority.

The Foundation has designated specific persons to have signing authority regarding accounts and to oversee disbursements for approved financing activities.

Section 7.4. Written Records of Financing Activity.

The Foundation maintains written records of all Donor deposits and disbursements to permit appropriate control, review and accounting of Foundation funding activity.

Section 8. Reporting to Donors and Disclosure of Information to the Public

Section 8.1. General Policy.

The Foundation follows a policy of complete transparency with the respect to the use of Donor funds.

Section 8.2. Foundation Annual Report.

Starting in 2024, the Foundation shall prepare an annual report describing in detail: (i) fundraising activities; (ii) all donations that were received from Donors; (iii) how donations were used and the projects that funds were invested in; and (iv) the progress made with all projects that received funding.

Section 8.3. Financial Statements.

Starting in 2024, each year the Foundation shall prepare and shall make available for review audited financial statements regarding its financial position at the end of each fiscal year. The audited financial statements shall be prepared by an accounting firm of international standing.

Section 8.4 Donor Right to Information.

The Foundation shall provide, on at least an annual basis, an update regarding use of donations.

Section 8.5 Disclosure of Information.

Information regarding the Foundation’s donations shall be made available on the Foundation’s website. The website shall include:

Section 9. Foundation Employment and Compensation Policies

Section 9.1. Employment.

The Foundation may, from time to time, employ, retain or contract with persons to assist the Foundation in carrying out its Mission. Such a person will be referred to as an “Employee” regardless of their legal status as an employee or contractor..

Section 9.2. Recruitment and Offers of Employment.

The Foundation shall conduct any searches for Employees in a professional manner and in accordance with the Foundation’s ethics policy. The Foundation shall make all employment offers on the basis of the candidate’s ability to assist the Foundation carry out its mission which includes but is not limited to: technical ability, alignment with the Foundation’s ethics, general attitude, experience contributing to the Godot Project, and soft skills.

Section 9.3. Contracts for Employment.

All employment and contracting terms and conditions shall be set forth in writing in a contract to be executed by the Foundation and the Employee.

Section 9.4. Compensation Policy.

The Foundation has developed a compensation policy that reflects its values. This policy allows the Foundation to recruit and retain the professionals it needs to achieve its mission. Key elements of the Foundation’s compensation policy are:

Section 10. Compliance; Maintenance of Status as Charitable Institution

Section 10.1. Compliance.

The Foundation shall, at all times, comply with all applicable laws in the carrying out of its Mission, including but not limited to applicable laws regarding charities, corporate laws, fundraising laws and labor laws.

Section 10.2. Maintenance of Status as a Charitable Institution.

The Foundation shall, at all times, take such steps as are necessary to maintain in good standing its status as a charitable institution under the laws of the Netherlands and any other jurisdictions where it operates.

Section 10.3. Contracting Outside Professionals.

The Foundation may retain the services of outside firms and professionals to ensure that the Foundation remains aware of and complies with all applicable laws. All arrangements with outside advisors will be set forth in a contract between the advisor and the Foundation in writing.

Section 10.4. Adoption of Charitable Institution Best Practices.

The Foundation will consult recommended policies and practices published by bodies in the Netherlands and in other jurisdiction the Foundation works in to continually seek to improve its Policies.

Section 11. Ethics Policy and Code of Conduct

Section 11.1 Ethical Standards.

The Foundation is committed to carrying out its mission with the highest standards of ethical conduct and to striving to comply with ethical standards that are established by the Godot Project from time to time (the “Godot Code of Conduct”). Godot Engine - Code of Conduct

Section 11.2. Expectations.

Foundation Board members and Employees shall be expected, as set forth in the Code of Conduct to: (i) be polite, kind and courteous; (ii) assume positive intent from others; and (iii) provide constructive criticism and receive constructive criticism

Section 11.3. Additional Ethical Requirements.

The members of the Board and its Employees are committed to:

Section 11.4. Reporting.

If any person discovers or becomes or aware of any behavior which violates the Foundation’s ethics policy, they should report the behavior to such persons that the Foundation may designate from time to time to address compliance and ethical issues (such persons, the “Code of Conduct Committee”) or, if they are not for any reason comfortable reporting such behavior to the Code of Conduct Committee to a member of the Board.

Section 11.5 Code of Conduct Committee.

The Code of Conduct Committee is responsible for ensuring that all complaints about unethical conduct are investigated and resolved. The Code of Conduct Committee will advise the Board regarding all complaints and their proposed resolution. The Board will be responsible for deciding what action to take, if any.

Section 11.6 Community Platforms.

The Foundation reserves the right to deny admission to its community platforms to any individual or group that it, in good faith, believes violates or has violated the Godot Code of Conduct or that it judges to be disruptive to the project or its community.

Section 12. Whistleblower Policy.

Section 12.1 Whistleblower Policy.

This Whistleblower Policy is intended to encourage and enable Employees and others to raise serious concerns internally so that the Foundation can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, Employees and volunteers to report concerns about violations of the Foundation’s code of ethics or suspected violations of law or regulations that govern the Foundation’s operations.

Section 12.2. No Retaliation.

It is contrary to the values of the Foundation for anyone to retaliate against any Board member, officer, Employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of the Foundation. A representative of the Foundation who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Section 12.3. Reporting Procedure.

The Foundation has an open-door policy and suggests that Employees share their questions, concerns, suggestions or complaints with their supervisor. If a person is not comfortable speaking with his supervisor or not satisfied with your supervisor’s response, that person is encouraged to speak with any member of the Board or to such person that the Foundation may designate from time to time to address compliance issues (such person, the “Compliance Officer”). Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the Compliance Officer, who has the responsibility to investigate all reported complaints. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor or any member of the Board.

Section 12.4. Compliance Officer.

The Compliance Officer is responsible for ensuring that all complaints about illegal conduct are investigated and resolved. The Compliance Officer will advise the Board regarding all complaints and their resolution and will report at least annually to the Board on compliance activity relating to accounting or alleged financial improprieties.

Section 12.5. Accounting and Auditing Matters.

The Foundation Compliance Officer shall immediately notify the Board of any concerns or complaint regarding corporate accounting practices, internal controls or auditing and work with the committee until the matter is resolved.

Section 13. Conflict of Interest Policy.

Section 13.1. Purpose of the COI Policy.

The purpose of the Foundation’s conflict of interest policy (the “COI Policy”) is to protect the Foundation when the Foundation contemplates entering into a transaction or arrangement that might benefit the private interest of a Director or Employee of the Foundation. The COI Policy is intended to supplement but not replace any applicable laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 13.2, Persons Covered by the COI Policy.

Directors and all Employees of the Foundation (such persons collectively, the “Foundation Persons”) each have a duty to protect the Foundation from violating law and avoiding any appearance of impropriety. The Foundation Persons serve the public interest and are to have a clear understanding of the Foundation’s Mission. All decisions made by Foundation Persons are to be made solely on the basis of a desire to promote the best interests of the Foundation and the public good.

Section 13.3. Conflict of Interest.

Foundation Persons should avoid making decisions on matters where their personal interests are at odds with the Foundation’s interests. In particular, the following scenarios are to be identified as conflicts of interest:

The Foundation acknowledges that other situations may create the appearance of a conflict, or present a duality of interests. All such circumstances should be disclosed to the Board, as appropriate, and the Board shall make a decision as to what (if any) course of action the Foundation or relevant Foundation Persons should take so that the Foundation’s best interests are not compromised by personal interests.

Section 13.4. General Policies for Foundation Persons

Section 13.5. Conflict Resolution Procedures for Foundation Persons.

Section 14. Travel and Reimbursement Policy.

Section 14.1. Overview.

This Travel and Reimbursable Expense Policy (“T&R Policy”) applies to all Foundation activities and has been created to memorialize the Foundation’s reimbursement policies relating to travel and other business expenses incurred by Foundation Board members and Employees while engaged in business on behalf of, or at the behest of the Foundation (“such persons collectively, “Travelers”).

Section 14.2. Purpose.

The Foundation must maintain effective control of business-related expenses in order to maintain its financial viability. The Foundation is also accountable to our Donors to ensure that we manage their contributions wisely and maximize our ability to pursue our Mission. As such, the Foundation expects Travelers to use good judgment and to claim reimbursement for only those expenses that are necessary and reasonable. Excessive expenses, including but not limited to luxury accommodations and services unnecessary for, or unrelated to the furtherance of Foundation’s charitable mission are not eligible for reimbursement.

Section 14.3. Reimbursable Expenses.

All requests for reimbursement for any expenses, including but not limited to travel, hotel and lodging must be presented to the Board for prior approval in writing. To be approved, expenses must fall within the Foundation Schedule for Reimbursable Expenses, as updated by the Foundation from time to time. Independent of Foundation Schedule for Reimbursable Expenses, several guidelines must be followed by Travelers at all times:

Section 14.4. Submission of Claims for Reimbursement.

All requests for reimbursement for approved expenses must be accompanied by written receipts.

Section 14.5. Non-Reimbursable Expenses.

The following expenses are non-reimbursable:

Section 14.6. Updating of T&R Policy.

The T&R Policy may be updated from time to time if approved by the Board.

Section 15. Foundation Relationship with Third Parties.

The Foundation may, from time to time, enter into relationships with third-party organizations to carry out its Mission. All such third-party relationships shall be approved by the Board.

Section 16. Establishment of Subsidiaries and Affiliates.

The Foundation may establish subsidiaries and affiliates if necessary or useful in connection with carrying out its Mission. All such subsidiaries and affiliates shall be established and carry out their operations in accordance with applicable law.

Section 17. Amendment of the Policies.

The Policies may be amended with the approval of the Board provided that all such amendments shall be consistent with the Foundation’s Mission.

Exhibit A. Foundation COI Disclosure Form

Directors and Employees of the Foundation each have a duty to protect the
Foundation from violating applicable law and to avoid any appearance of
impropriety. Foundation Persons serve the public interest and are to have a
clear understanding of Foundation’s Mission. All decisions made by Foundation
Persons are to be made solely on the basis of a desire to promote the best
interests of the Foundation and the public good.

This Form is to be completed every six months and submitted to the Foundation’s
Board and to the Foundation’s Compliance Officer.

Date: __________________________

Next Form to be completed by (six months from now): __________________

Name: __________________________

Position (Employee/officer/trustee): _________________________________

I affirm the following:
- I have received a copy of the Foundation Conflict of Interest Policy. _________ (initial)
- I have read and understood the policy. _________ (initial)
- I agree to comply with the policy. _________ (initial)
- I understand that the Foundation is a public charity and must engage primarily
  in activities which accomplish its mission. _________ (initial)

Disclosures:

Please describe below any relationships, transactions, positions you (or your
family member) hold, or any other circumstances that you believe could cause a
conflict of interest as defined by the COI Policy between your duty to the
Foundation and your personal interests, financial or otherwise:
- [ ] I have no conflicts to report
- [ ] I have the following conflicts and/or potential conflicts to report:

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________


I hereby certify that the information set forth is true and complete to the best of my knowledge.

Signature: ______________________________________

Date: __________________________