Tenet: Difference between revisions

The Transparent Company (T Corp) Governance Process is a set of binding rules, aiming at organizing governance and working procedures. Should there be any conflict between this EBA Governance Process and the EBA Bylaws, the Governance Process shall be subordinate to the regulations set forth in the Bylaws.  

The T Corp Board of Directors may amend the T Corp Governance Process as laid out in this document. These amendments shall be published within three business days prominently on the relevant EBA website. Any full Member of the EBA may appeal to such modifications. Appeals are arbitrated by the Blockchain Arbitration Forum (BAF) (see section Blockchain Arbitration Forum, as well as Checks and Balances in this document). Full Members of the EBA may also propose modifications to the EBA Governance Process. The Board of Directors is not, however, required to act upon such proposals.  

T Corp Working Groups (hereafter: WGs) are established to facilitate the collaboration between the European Blockchain Associations full Members. WGs are industry task forces that focus on building domain-specific blockchain PoCs and co-creating respective standards. Working Groups can steer the direction of blockchain related standards, protocols and industry norms across Europe. Working Groups play a special role within the EBAs DSAO. As such there are a number of checks and balances on their activities as outlined within the EBA governance processes (see ’Working Group Process’ section).

Extra-Working-Group-Entities are agile, mostly self-governing groups within the EBA. Any interested individual or institution may participate in such Extra-Working-Group-Entities. Participants can also be individuals or entities external to the EBA. This is explicitly wished in the case of public events organized by the EBA or its Extra-Working-Group-Entities.

The EBA was founded to combine, synchronize and leverage blockchain-related activities of European corporations, startups, venture capitalists, and scientific institutes.

This Code of Conduct includes a set of principles and values that reflect the beliefs of EBA participants and their expectations towards their counterparties.

The EBA Code of Conduct is based on international conventions such as the Universal Declaration of Human Rights, the Guiding Principles on Children and Entrepreneurship, United Nations Guiding Principles on Business and Human Rights, the OECD Guidelines, and the UN Global Compact (Sustainable Development Goals).

Members of the EBA accept its Ethical Code of Conduct, and are obliged to adhere to the principles set out in this document. The EBA Members engage in a constructive and open dialogue with their business partners and stakeholders to pursue the principles of ethically responsible economic activity. EBA Members not adhering to this Ethical Code of Conduct may have their Membership in the association terminated following a vote by the board of directors as outlined in the EBA Membership rules.  

The EBA Code of Conduct covers all EBA Members as well as their business partners. The EBA Governance Process and the EBA Bylaws are an integral part of the EBA Code of Conduct. The EBA Code of Conduct should be read and interpreted in conjunction with them.

By adopting the EBA Code of Conduct and implementing it in their work, EBA Members are guided by the following values:

The EBA’s decentralized architecture allows autonomous individual activities of its Mem- bers. To facilitate the integration of the EBA in society with its social, legal, economic and environmental aspects, the EBA maintains a governance model.

At the heart of the EBA’s architecture read a blockchain-based incentive scheme that motivates Members to actively participate in the DSAO. The crypto currency XSC can be used as a means to transfer value for all activities with the DSAO.

The foundation of EBA’s activities is laid out in the domain of blockchain and Dis- tributed Ledger technologies, built by Individuals, companies, organizations and research institutes.

The EBA’s DSAO architecture integrates the aggregation and synchronization of blockchain and distributed ledger technology member activities in order to minimize inefficiently en- capsulated and siloed developments.

T Corp Members may not resort to any form of servitude, forced or compulsory labor, serfdom, human trafficking or involuntary labor to directly or indirectly support EBA operations.

tomers, and consumers within their sphere of influence). Specifically, where required Mem- bers should adhere to industry best practices for GDPR compliance for all EBA business. Furthermore EBA Members should additionally adhere to the EBA Intellectual Property Rights Policy.

The T Corp advises Members to take on a social constructivist point of view on technology. The Association is aware of the moral non-neutrality of technology: each technology has systematic effects on society, as it embodies a set of values, a framework and an ideology. Insofar, technologies are responsible for better or worse, since they are not merely tools people use for their own ends. Developers within the EBA will take this perspective into account when designing and implementing distributed ledger tools.           

FULL MEMBERS w. Voting Rights - Legal entities shall be legal entities that agree to abide by the obligations set forth in the EBA Membership Rules, including, without limi- tation, the requirements set forth on Exhibit B of the EBA Membership Agreement. Legal entities as Full Members with Voting Rights shall be permitted to vote with the Membership At-Large, as set forth in the Bylaws. Legal entities as Full Members with Voting Rights are entitled to found Working Groups, and initially appoint their representatives to the Work- ing Groups Steering Committee. Legal entities as Full Members with Voting Rights commit themselves to allocate at least one FTE to the activities of the EBA. FULL MEMBERS w. Voting Rights - Legal entities can be Member Participants of a Working Group (WG). These entities can participate and will have voting rights with respect to WG matters as outlined within each group’s charter. This could include scheduling meetings and activities, access/participation in the development of all materials produced in the WG, Marketing Programs, Material development, mailing lists and wikis.

FULL MEMBERS w. Voting Rights - Natural persons shall be individuals that agree to abide by the obligations set forth in the EBA Membership Rules, including, without limi- tation, the requirements set forth on Exhibit B of the EBA Membership Agreement. Full Members with Voting Rights as individuals shall be permitted to vote with the Membership At-Large, as set forth in the Bylaws. As Member Participants of a Working Group (WG), these individuals can participate and will have voting rights with respect to WG matters as outlined within each group’s charter. This could include scheduling meetings and activities, access/participation in the development of all materials produced in the WG, Marketing Programs, Material development, mailing lists and wikis.

FULL ACADEMIC MEMBERS w. Voting Rights - Legal entities shall be legal entities that agree to abide by the obligations set forth in the EBA Membership Rules, includ- ing, without limitation, the requirements set forth on Exhibit B of the EBA Membership Agreement. Legal entities as Full Academic Members with Voting Rights shall be permitted to vote with the Membership At-Large, as set forth in the Bylaws. Legal entities as Full Academic Members with Voting Rights are entitled to found Working Groups, and initially appoint their representatives to the Working Groups Steering Committee. Full Academic Members w. Voting Rights - Legal entities can be Member Participants of a Working Group (WG). These entities can participate and will have voting rights with respect to WG mat- ters as outlined within each group’s charter. This could include scheduling meetings and activities, access/participation in the development of all materials produced in the WG, Marketing Programs, Material development, mailing lists and wikis.

FULL ACADEMIC MEMBERS w. Voting Rights - Natural persons shall be individuals that agree to abide by the obligations set forth in the EBA Membership Rules, including, without limitation, the requirements set forth on Exhibit B of the EBA Membership Agree- ment. Full Academic Members with Voting Rights shall be permitted to vote with the Membership At-Large, as set forth in the Bylaws. As Member Participants of a Working Group (WG), these individuals can participate and will have voting rights with respect to WG matters as outlined within each group’s charter. This could include including scheduling meetings and activities, access/participation in the development of all materials produced in the WG, Marketing Programs, Material development, mailing lists and wikis.

HONORARY MEMBERS without Voting Rights - Legal entities shall be legal entities that agree to abide by the obligations set forth in the EBA Membership Rules, including, without limitation, the requirements set forth on Exhibit B of the EBA Membership Agree- ment. Legal entities as Honorary Members without Voting Rights shall not be permitted to vote with the Membership At-Large. Honorary Members without Voting Rights are not permitted to join any Working Groups.

HONORARY MEMBERS without Voting Rights - Natural persons shall be individuals that agree to abide by the obligations set forth in the EBA Membership Rules, including, without limitation, the requirements set forth on Exhibit B of the EBA Membership Agree- ment. Individuals as Honorary Members without Voting Rights shall not be permitted to vote with the Membership At-Large. Individuals as Honorary Members without Voting Rights are not permitted to join any Working Groups. They may however, be invited to sit in on meetings at the discretion of the Working Group.

The application for Membership must be submitted in writing, by signing the EBA Mem- bership Agreement. The EBA Board of Directors decides on the admission of new Members. There is no entitlement to Membership.

In case prospective Members aiming to join the EBA, bring in sufficient in-kind contri- butions, the EBA Board of Directors can discount the Membership fee or waive the fee as appropriate, based on the in-kind contribution of the prospective Members.

The following bank details are to be used for all EBA official business including but not limited to the payment of membership fees:

All EBA Members agree to abide by the rules of as set forth by the EBA Code of Conduct.

The EBA aims to apply general, free, equal, secret and blockchained-based voting sessions within the entire Association.

Voting Sessions will be held digitally on a blockchain-based voting platform. The voting should be set up by the system administrators of the EBA and made accessible to respective Members of the EBA. The set-up of the voting platform defines attributes like the options to vote on, the start and the end of the voting and the distribution of an individual link for a voting. Every Member that is eligible to vote, depending on its Membership class and/or Working Group affiliation will get an individual access code over the contact details provided which they have to enter when accessing the voting page.

This voting mechanism should be used within Working Groups, Working Groups Steering Committees, the Board of Directors, the Blockchain Arbitration Forum as well as during the General Meetings to decide on relevant matters to be decided with respect to each sub-group of the EBA.

Membership of the EBA can entail Voting Rights, depending on the Membership Class. Membership is divided in two overall classes, there are Members with Voting Rights and Members without Voting Rights. Member Participants of Working Groups may have addi- tional Voting Rights on top of their basic Voting Rights in relation to the work carried out within the respective Working Group. Voting Rights for Member Participants of Working Groups may be defined by the Working Groups Steering Committee within the Working Group Charter.

The General Meeting for all EBA-Members with Voting Rights has the purpose to discuss and decide on proposals for changes of organizational matters that are applicable for the whole EBA (i.e. changes to the bylaws, changes to the governance process).

Any election, unless otherwise indicated in the EBA governance process, votes within the EBA will be decided by a simple majority.

* Vote on proposals for changes of organizational matters that are applicable for the whole EBA during the EBA General Meeting  

* Vote on proposals for changes of organizational matters that are applicable for the whole EBA during the EBA General Meeting  

* Vote on proposals for changes of organizational matter that are applicable for the whole EBA during the EBA General Meeting  

* Vote on proposals for changes of organizational matter that are applicable for the whole EBA during the EBA General Meeting  

If a Members payment of its annual Membership dues is not fully paid within sixty (60) days of its invoice due date, a late fee representing one percent (1%) of the delinquent Membership dues shall be added to such Membership dues, compounding monthly, commencing on the 31st day following invoice date. Additionally, if a Member qualifies for quarterly payment of its annual Membership dues (according to Exhibit B of the EBA Membership Agreement) and has not fully paid a payment within thirty (30) days of its invoice due date, a late fee representing one percent (1%) of the delinquent Membership dues shall be added to such Membership dues, compounding monthly, commencing on the 31st day following invoice date.

Members review, and agree to abide by, and shall have all rights and obligations as set forth in the European Blockchain Associations Intellectual Property Rights Policy (IPR Policy), as may be amended from time to time in accordance with the EBAs bylaws. Members agree to follow all licencing procedures as set forth in the European Blockchain Associations Intellectual Property Rights Policy, unless otherwise agreed to in accordance with the EBAs bylaws and IPR Policy.

The European Blockchain Associations (EBA) Working Groups (hereafter: ’WGs’) are es- tablished to facilitate the collaboration between the European Blockchain Associations Mem- bers. WGs are industry task forces that focus on building domain-specific blockchain PoCs and co-creating respective standards. WGs consist of experts for all relevant aspects within each respective domain. A WG is a special-purpose consortia of EBA Members interested in supporting a certain technology domain. WGs are intended to complement the activi- ties of a collection of the EBAs open source projects. EBA WGs are self-governing entities that set their own technical agendas and plans. WGs and their Steering Committees are intended to complement the work happening in the open source projects (maintained under the umbrella of the EBA with activities that lead to greater adoption, market presence, and momentum. Specifically the role of the Working Group is to foster the creation and growth of the ecosystem that surrounds the projects.

The work product of a WG can include code or non-code material. Any code material developed in relation to the activities of the WG must be open source as per the guidelines set forth in the Intellectual Property Rights Policy of the EBA.

Any code outputs shall be open sourced through the EBA github organization. Individual Members contributing code to the organization and/or their representatives must request permissions from the appropriate administrators and maintainers of the GitHub organiza- tion. Conversely these administrators and maintainers are report to various levels of the EBA as appropriate and described below.

* Can authorise writing permissions for committing code to the specific repositories of a Working Group for Members and their representatives  Further technical details are described on the wiki of the EBA github organization.

Working Groups may produce non-code materials and assets. Non-code materials is used to describe assets that are not code. Such assets could be a technology roadmap, test suite, documentation, specification, or a marketing program (i.e. a set of activities which may be undertaken by a WG to promote EBA technology and Members companies in a specific market or geography. Example Marketing Programs could include participation in a trade show, joint press release put out by the EBA, the creation of a logo to identify the Working Group, co-sponsored webinars to create leads for WG participants, etc.).

Unless otherwise approved by the EBA Board of Directors, any third party content used by a WG in the creation of non-code materials must be adhere to common standards the standards for intellectual property protection applicable in the jurisdiction of Germany. Plagiarism or unauthorized usage of third party materials protected by applicable IP protections such as trademarks, copyright and patent law are prohibited and such infringement my result in the sanctioning of an offending Member by the Board of Directors.

Members of the EBA that are not Full Members with Voting Rights or Full Academic Members with Voting Rights are not allowed to form Working Groups due to the industry- wide nature of the work to be accomplished within such groups.

Each group is required to appoint a WGs Steering Committee, including at a minimum a chair, vice chair and a secretary. Each WG is moderated by a Steering Committee who oversees the WGs tasks and supports it to achieve its goals. The Steering Committee is initially composed of the founding Members of the WG. The EBAs Executive Board of Directors shall provide timely notice of the formation of each WG and its Steering Committee to all Members of the European Blockchain Association as well as the then-current Operating Procedures that will govern the actions of such WG. Following the initial appointments and WG forming process should Members of the the Steering Committee Members be removed or relinquish their position, then the vacancies will be filled by holding an election among existing Members of the Working Group (co-optation) based on meritocracy.

* The guidelines for each of the Steering Committee Participants and Member Partic- ipants in the WG (’Member Participation Guidelines’). The Member Participation Guidelines in both cases must be objective, fair, reasonable and non-discriminatory standards and must not be designed to exclude or impose commercially unreasonable terms on any particular member or group of Members. That said, the expectation is that the Steering Committee Participant Guidelines will expect a greater investment of time, effort and resources than the Guidelines for the Member Participant. The Mem- ber Participation Guidelines must be based on meritocratic principles that allow for a community of Members to grow within a WG. The EBA Board of Directors will have final approval on WG Member Participation Guidelines (including any modifications thereof ).

* A statement of resource commitments for all Participants in that WG that will cover  external resources (development, marketing programs, etc.).  The WGs Initiating Members can draft a draft WG Charter and request the EBA Board of Directors to make it available in the appropriate area on the EBAs website and EBA

* GitHub. Upon the EBA Board of Directors approval of the draft Charter, the Executive Director will do so, and an email will be circulated announcing the availability of the draft Charter for review. The Proposal Phase will commence upon the distribution of that email. A WG may modify their WG Charter. Any modifications to a Charter must be approved by: 1) a super-majority (two-thirds) vote of the WG Steering Committee and 2) the EBA Board of Directors. This process may be modified by the Board of Directors with thirty (30) days written notice to the EBA Membership-at-large.  4.5 Membership of a Working Group  Participation in WGs is open to all Members of the European Blockchain Association. Each WG will have two types of participants: Steering Committee Participants and Member Participants (collectively, ’Participants’):  Member Participant is a Member of the EBA who agrees to actively participate in the WG and meets the Member Participation Guidelines. Any Member that satisfies the Member Participation Guidelines of a WG must be permitted to be a Participant in the WG. Any Member wishing to join the WG would contact the WG Steering Committee to indicate their interest and describe how they fulfill the Membership Participation Guidelines. The Steering Committee is responsible for maintaining the list of all Participants on an ongoing basis.  All Participants in a WG, whether Steering Committee Participants or Member Partici- pants, can participate and will have voting rights with respect to WG matters as outlined within each group’s charter. This could include including scheduling meetings and activi- ties, access/participation in the development of all materials produced in the WG, Marketing Programs, Material development, mailing lists and wikis.  There is no additional charge or Membership fee for EBA Members to be a Participant in a WG. However, it is expected that WG Participants may require additional financial or development resources to undertake Marketing Programs or Material development, all as set out in the Charter. It is the Steering Committee’s responsibility to articulate the policy for how these additional resources are raised from the Participants.  4.6 Participation Fees  Participation Fees are those annual fees (if any) for participating in a Working Group, as established by the Working Groups Steering Committee and set forth in the Working Groups Charter, as adopted and amended from time to time pursuant to the Working Group Process. At its discretion, each Working Group Steering Committee may, pursuant to the Working Group Process, establish different tiers of participation and associated fees for each organization participating in the Working Group.  4.7 Working Group Lifecycle  Following is a description of the lifecycle of a WG.  

The WGs Initiating Member can draft a draft WG Charter and request the EBA to make it available in the appropriate area on europeanblockchainassociation.org/. Upon the EBA’s Board’s approval of the draft Charter, the Board will do so, and an email will be circulated announcing the availability of the draft Charter for review. The Proposal Phase will com- mence upon the distribution of that E-Mail.

* Engage the Members to solicit additional WG participation and define ways the WG can be leveraged across the EBA.

* Recruit WG Chairs (at a minimum Chair and Vice Chair). The Chairs must be employees of an EBA full an institutional member with voting rights.  At the end of the Proposal Phase, subject to the Initiating Member’s compliance with the terms of this Policy, and the EBAs Executive Director’s approval of the Charter, and based on the feedback from the EBA community and in consultation with the proposed WG Steering Committee, the EBA Executive Director will determine whether to create the WG. Once the WG is created, a notification will be sent to the Members with the initial list of Participants and an invitation to other Members to participate. At this time, the IT infrastructure for the WG will be established. At this point, the Implementation Phase for the WG shall commence.  

Working Groups may raise their own funding or request funding from the EBAs general budget. Working Groups may submit a proposal with a milestone-based plan to requisition funding from the EBAs general budget. Such a plan must be made publicly available via the respective entities EBA github. The EBA Board of Directors may or may not support this milestone-based plan and fund the respective project out of the EBAs general budget. If the Working Group does not fulfill the milestones as described in the milestone-based plan, the Board of Directors may stop funding.

Working Groups may appeal decisions by the EBA Board of Directors in relation to funding requests to the Blockchain Arbitration Forum.

The majority of a WG’s work is intended to be accomplished during its Implementation Phase. The development of the outputs for each WG is undertaken by its Participants during this phase. The WG Steering Committee shall provide regular systematic status reporting to the EBA Board of Directors. The WG Steering Committee will provide overall coordination, will monitor progress of the WG against the WG Charter milestones and schedules, provide attention to issues involving dependencies between WG, and publish all plans, documents, reports, and interactions to the Participants in the WG as needed.

It is expected that some WGs will exist for a specific period of time to accomplish a specific objective and some WGs will continue for an extended period of time. Regardless, at some point in time the operation of WGs may need to be terminated. Two events may trigger the termination of a WG: 1) A super-majority (two-thirds) of the WG Steering Committee requests to the EBA Board of Directors that the WG be terminated, or 2) the WG is deemed inactive or non-compliant with the WG’s Charter by the EBA Board of Directors in their sole discretion. The EBA Board of Directors may terminate a WG by putting a public notice on the WG mailing list.

A WG may modify their WG Charter. Any modifications to a Charter must be approved by: 1) A super-majority (two-thirds) vote of the WG Steering Committee and 2) the EBA Board of Directors.

This process may be modified by the EBA Board of Directors with thirty (30) days written notice to the EBA Membership-at-large.  

Extra-Working-Group-Entities are agile and mostly self-governing groups within the EBA. Extra-Working-Group-Entities are fast to set up: Within 3 working days, the founders of such Extra-Working-Group-Entities should get notice of of the approval or rejection of their proposed charter.

The Board may appoint Supporting Committees for Extra-Working-Group-Entities (such as, but not limited to Hubs, Events, Academy). Supporting Committees may decide on the granting or rescinding of charters or funding related to Extra-Working-Group-Entities. Supporting Committees should comprise at least one EBA full (academic) member. Only full Members in good standing can be in such supporting committee. If no respective Supporting Committee is set in place, the EBAs Board of Directors is responsible for taking on the role and the related duties of a Supporting Committee.

Any interested individual or institution may participate in such Extra-Working-Group- Entities. Participants can also be individuals or entities external to the EBA. If partici- pants disregard the EBAs code of conduct and the EBA governance process, as described in this document, the Initiating Members of the respective Extra-Working-Group-Entity may exclude such participants following a democratic process as outlined in the Extra-Working- Group-Entity charter.

Full (academic) Members of the EBA are eligible to found Extra-Working-Group-Entities. Extra-Working-Group-Entities need to be consistent with the general EBA governance pro- cesses, and approved by the Board of director, or, if existing, the relevant support committee. The Initiating Members of Extra-Working-Group-Entities need to provide a charter, naming the following:

* Define operational rules for the Extra-Working-Group-Entity  5.5 Funding  Extra-Working-Group-Entities (including, but not limited to Hubs, Events, Academy, and so forth) may raise their own funding or request funding from the EBAs general budget. Extra-Working-Group-Entities may submit a proposal with a milestone-based plan to requi- sition funding from the EBAs general budget. Such a plan must be made publicly available via the respective entities EBA github. The EBA Board of Directors may or may not sup- port this milestone-based plan and fund the respective project out of the EBAs general budget. If the Extra-Working-Group-Entities does not fulfill the milestones as described in the milestone-based plan, the Board may stop funding.  Extra-Working-Group-Entities may appeal decisions by the EBA Board of Directors in re- lation to funding requests to the Blockchain Arbitration Forum.  5.6 Voting  Extra-Working-Group-Entities should integrate voting, based on the EBA voting regulations (as described in this document). An EBA established blockchain-based voting system will be made available to be integrated in such voting processes.  Decisions of fundamental importance for the entity (i.e., but not limited to charter changes) need to be decided democratically by the full Members within the respective entity. Decisions related to operational matters should be decided democratically by all actors within the respective entity.  5.7 Termination  The EBA Board or any relevant appointed supporting committee can dissolve Extra-Working- Group-Entities entities, in case such entities disregard the EBA governance process or fun- damental values, or produce output that is not match the Boards intentions. The dissolution of these groups requires no electoral process. Such decisions however can be appealed to the Blockchain Arbitration Forum.  34

Members agree that all new inbound code contributions to European Blockchain Asso- ciation e.V. (EBA) shall be made under the Apache License, Version 2.0 (available at <nowiki>http://www.apache.org/licenses/LICENSE-2.0</nowiki>). All contributions shall be accompa- nied by a Developer Certificate of Origin sign-off (<nowiki>http://developercertificate.org</nowiki>) that is submitted through a Governing Board and Linux Foundation-approved contribution process. Such contribution process will include steps to also bind non-Member Con- tributors and, if not self-employed, their employer, to the licenses expressly granted in the Apache License, Version 2.0 with respect to such contribution.

If an alternative inbound or outbound license is required for compliance with the license for a leveraged open source project or is otherwise required to achieve EBAs mission, the Governing Board may approve the use of an alternative license for specific inbound or outbound contributions on an exception basis. Any exceptions must be approved by a two-thirds vote of the entire Governing Board and the Linux Foundation and must be limited in scope to what is required for such purpose. Please email info@eublas.org to obtain exception approval.

Subject to available Project funds, EBA may engage The Linux Foundation to de- termine the availability of, and register, trademarks, service marks, and certification marks, which shall be owned by the Linux Foundation.

The European Blockchain Association (EBA) combines, synchronizes and leverages blockchain- related activities of European corporations, startups, venture capitalists, and scientific insti- tutes. The EBA serves as a superior, neutral body to aggregate and coordinate blockchain activities throughout Europe and to provide Non-European parties with a direct API into the European blockchain ecosystem.

All meetings will follow a prepared agenda and follow any procedures set forth in the by- laws Working Group processes and Extra-Working-Group-Processes. An agenda should be distributed prior to the meeting. Potential antitrust questions posed by the agenda should be raised in advance. Accurate minutes shall be kept of all Board and committee meetings. The minutes of the preceding meetings shall be read and approved at each meeting. After minutes have been approved, they shall be distributed to all attendees within a short period following the meeting. It is important that any deficiencies in minutes promptly be brought to the attention of the EBAs secretary.

* '''European Blockchain Association, Governance Process''', first published on 15 July 2020 accessed on 8 July 2022 via: https://github.com/European-Blockchain-Association/DSAO/blob/master/Governance/EBA_Governance_Process.pdf