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The below incorporation statement has been created on the basis of the ethics set out in the incorporation [[tenet]]. | The below incorporation statement has been created on the basis of the ethics set out in the incorporation [[tenet]]. | ||
==1. | ==1. Core Principles== | ||
===1.1 Preamble=== | ===1.1 Preamble=== | ||
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 T Corp Governance Process and the T Corp Bylaws, the Governance Process shall be subordinate to the regulations set forth in the Bylaws. | 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 T Corp Governance Process and the T Corp Bylaws, the Governance Process shall be subordinate to the regulations set forth in the Bylaws. | ||
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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 T Corp website. Any full Member of the T Corp 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 T Corp may also propose modifications to the T Corp Governance Process. The Board of Directors is not, however, required to act upon such proposals. | 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 T Corp website. Any full Member of the T Corp 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 T Corp may also propose modifications to the T Corp Governance Process. The Board of Directors is not, however, required to act upon such proposals. | ||
===='''1.4.3 Working Groups'''==== | ===='''1.4.3 Working Groups'''==== | ||
T Corp Working Groups (hereafter: WGs) are established to facilitate the collaboration between the | T Corp Working Groups (hereafter: WGs) are established to facilitate the collaboration between the T Corps 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 T Corps DSAO. As such there are a number of checks and balances on their activities as outlined within the T Corp governance processes (see ’Working Group Process’ section). | ||
====1.4.4 Extra Working Group Entities==== | ====1.4.4 Extra Working Group Entities==== | ||
Extra-Working-Group-Entities are agile, mostly self-governing groups within the T Corp. Any interested individual or institution may participate in such Extra-Working-Group-Entities. Participants can also be individuals or entities external to the T Corp. This is explicitly wished in the case of public events organized by the T Corp or its Extra-Working-Group-Entities. | Extra-Working-Group-Entities are agile, mostly self-governing groups within the T Corp. Any interested individual or institution may participate in such Extra-Working-Group-Entities. Participants can also be individuals or entities external to the T Corp. This is explicitly wished in the case of public events organized by the T Corp or its Extra-Working-Group-Entities. | ||
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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 T Corp will take this perspective into account when designing and implementing distributed ledger tools. | 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 T Corp will take this perspective into account when designing and implementing distributed ledger tools. | ||
==2 Membership Rules== | |||
===2.1 Membership=== | |||
Members of the T Corp may be natural persons or legal entities (public or private law entities) as well as professorships and universities. Membership admission takes place after written application by the potential Member and by confirmation of the T Corp Board of Directors. | Members of the T Corp may be natural persons or legal entities (public or private law entities) as well as professorships and universities. Membership admission takes place after written application by the potential Member and by confirmation of the T Corp Board of Directors. | ||
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====2.3 Rights and Obligation of Members==== | ====2.3 Rights and Obligation of Members==== | ||
====2.3.1 General Rights & Obligations of Members==== | ====2.3.1 General Rights & Obligations of Members==== | ||
All members must execute a Membership Agreement and pay the fees called thereon. Once accepted, Members shall be entitled to all rights and bound to all obligations generally afforded and imposed upon all Members of the | All members must execute a Membership Agreement and pay the fees called thereon. Once accepted, Members shall be entitled to all rights and bound to all obligations generally afforded and imposed upon all Members of the T Corp. In addition, some Members shall be granted additional rights and obligations as a result of their participation in a Working Groups. | ||
All Members pay Membership fees whose amount and due date are determined by the contribution regulations. For the year 2019 the defined contribution regulations apply. For the subsequent years, the Membership fee is decided by the general assembly on the proposal of the Board of Directors for the following financial year. | All Members pay Membership fees whose amount and due date are determined by the contribution regulations. For the year 2019 the defined contribution regulations apply. For the subsequent years, the Membership fee is decided by the general assembly on the proposal of the Board of Directors for the following financial year. | ||
Official Bank Account of the | Official Bank Account of the T Corp: | ||
The following bank details are to be used for all T Corp official business including but not limited to the payment of membership fees: | The following bank details are to be used for all T Corp official business including but not limited to the payment of membership fees: | ||
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GENODEF1SLR | GENODEF1SLR | ||
All Members are entitled to participate in the events, elections and votes of the | All Members are entitled to participate in the events, elections and votes of the T Corp, as well as the use of all other services under the statutory provisions. | ||
This right is tied to the fulfillment of the contribution obligations. Each Member is obliged to inform the | This right is tied to the fulfillment of the contribution obligations. Each Member is obliged to inform the T Corp about the change of the residential and registration address, email address, mobile and fixed telephone number as well as the name immediately and unsolicited in writing. Costs incurred by the T Corp for such investigations must be reimbursed by the Member. The costs of legal action for the (judicial) assertion of claims against a Member, which may be incurred by the T Corp, are also to be reimbursed to the T Corp. | ||
All T Corp Members agree to abide by the rules of as set forth by the T Corp Code of Conduct. | All T Corp Members agree to abide by the rules of as set forth by the T Corp Code of Conduct. | ||
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2.4.2 Costs and Expenses | 2.4.2 Costs and Expenses | ||
Each Member shall bear all of its own costs and expenses related to Membership in the | Each Member shall bear all of its own costs and expenses related to Membership in the T Corp including, but not limited to, compensation payable to Members employees and consultants that participate in the European Blockchain Associ- ation on behalf of Members, and all travel and other expenses associated with Members participation in T Corp meetings, conferences, and development projects. Except as otherwise set forth in these Membership Rules, the Membership Agree- ment, or in the Bylaws, Members understands and agrees that Members have no rights of reimbursement from the T Corp. Members and working groups may however petition the Board of Directors for funding milestone based grants derived from Membership dues for specific projects or expenses. The decision over how to allocate this funding is entirely up to the Board of Directors but such decisions may be appealed to the Blockchain Arbitration Forum. | ||
2.4.3 Compliance with Policies | 2.4.3 Compliance with Policies | ||
Members agree to abide by, and shall have all applicable rights and obligations as set forth in, the European Blockchain | Members agree to abide by, and shall have all applicable rights and obligations as set forth in, the European Blockchain T Corps bylaws, the European Blockchain T Corps Intellectual Property Rights Policy (the IPR Policy), and all additional policies and procedures adopted by the European Blockchain As- sociation, as may be amended from time to time in accordance with the T Corps bylaws. | ||
====2.5 Compliance with Licences==== | ====2.5 Compliance with Licences==== | ||
Members review, and agree to abide by, and shall have all rights and obligations as set forth in the | Members review, and agree to abide by, and shall have all rights and obligations as set forth in the T Corps Intellectual Property Rights Policy (IPR Policy), as may be amended from time to time in accordance with the T Corps bylaws. Members agree to follow all licencing procedures as set forth in the T Corps Intellectual Property Rights Policy, unless otherwise agreed to in accordance with the T Corps bylaws and IPR Policy. | ||
====2.6 General Meeting==== | ====2.6 General Meeting==== | ||
The General Meeting takes place at least once a year at the invitation of the Board of Di- rectors, but for the first time in the calendar year 2019. An extraordinary General Meeting shall be convened if the Board of Directors resolves the convocation for urgent and important reasons. All Members of the | The General Meeting takes place at least once a year at the invitation of the Board of Di- rectors, but for the first time in the calendar year 2019. An extraordinary General Meeting shall be convened if the Board of Directors resolves the convocation for urgent and important reasons. All Members of the T Corp are entitled to participate in the General Meeting. | ||
The General Meeting shall be called by the Board of Directors with a notification period of at least two weeks, including the General Meetings agenda. The deadline begins with the day following the dispatch of the letter of invitation or the invitation email. The letter of invitation shall be deemed to have been received by the Member if it has been addressed to the address last notified to the representative Board. As an invitation, sending an email to the last known email address of the Member is sufficient. | The General Meeting shall be called by the Board of Directors with a notification period of at least two weeks, including the General Meetings agenda. The deadline begins with the day following the dispatch of the letter of invitation or the invitation email. The letter of invitation shall be deemed to have been received by the Member if it has been addressed to the address last notified to the representative Board. As an invitation, sending an email to the last known email address of the Member is sufficient. | ||
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4. Resolution on motions to the General Meeting | 4. Resolution on motions to the General Meeting | ||
5. Resolution on amendments to the bylaws of the | 5. Resolution on amendments to the bylaws of the T Corp | ||
6. Dissolution of the | 6. Dissolution of the T Corp | ||
Each duly convened General Meeting has a quorum. All decisions are taken by a simple majority of the voting Members present. Amendments to the bylaws require a majority of three-quarters of those present, as well as decisions on the change of the purpose of the | Each duly convened General Meeting has a quorum. All decisions are taken by a simple majority of the voting Members present. Amendments to the bylaws require a majority of three-quarters of those present, as well as decisions on the change of the purpose of the T Corp or the dissolution of the T Corp. They can only be taken if they have been previously announced in a written format to each of the Members. The proceeding of the General Meeting of the T Corp is to be documented in the official meeting minutes. A scribe will be responsible for ensure the accuracy of these minutes. | ||
In principle, all elections and votes are aimed to be held by a blockchain based voting system. In case of a tie, both Directors have double voting rights. | In principle, all elections and votes are aimed to be held by a blockchain based voting system. In case of a tie, both Directors have double voting rights. | ||
The General Meeting elects the Members of the Board of Directors individually and with a simple majority of the Members present. If there is a tie, another ballot takes place. If there is a new tie, the tie will be broken by the drawing of lots. | The General Meeting elects the Members of the Board of Directors individually and with a simple majority of the Members present. If there is a tie, another ballot takes place. If there is a new tie, the tie will be broken by the drawing of lots. | ||
===2.7 Delinquency: Non-payment of Fees=== | |||
In the event that a Member does not pay their annual Membership dues and all compounded late fees within ninety (90) days of the invoice due date (Dues Delinquent), the Membership of such Member shall, without further action by the Board of Directors or the Membership At-Large, be terminated. | In the event that a Member does not pay their annual Membership dues and all compounded late fees within ninety (90) days of the invoice due date (Dues Delinquent), the Membership of such Member shall, without further action by the Board of Directors or the Membership At-Large, be terminated. | ||
===2.8 Termination of Membership=== | |||
The Membership of any Member shall terminate upon the occurrence of any one or more of the following: | The Membership of any Member shall terminate upon the occurrence of any one or more of the following: | ||
(a) Resignation | (a) Resignation | ||
Any Member may resign from the | Any Member may resign from the T Corp via a written request filed with a Member of the management Board. The resignation of a Member shall not re- lieve the Member from any payment obligations the Member may have to the T Corp as a result of obligations incurred or commitments made prior to resignation. Except as otherwise set forth in these Bylaws, a resigning Member shall not be entitled to receive any refund, pro rata or otherwise, of any Membership fee, dues or assess- ments for the balance of the calendar year in which the resignation is effective. Within ten (10) days of resigning from the T Corp , a Member may appeal in writing to the Board for a pro rata refund of its annual Membership dues. The appeal will specifically set forth any circumstances that the Member believes justify a refund in its case. The Board shall decide by simple majority upon the appeal in its sole discretion at its first meeting following the appeal scheduled under Section. | ||
(b) Expulsion, Termination or Suspension | (b) Expulsion, Termination or Suspension | ||
The Membership of any Member may be terminated For Cause upon the affirmative vote of two-thirds (2/3) of the Members of the Board after a hearing duly held in accordance with this Section. As used in this Section, here, a two-thirds (2/3) vote means two-thirds (2/3) of the Members of the Board exclusive of any director is who is facing expulsion or suspension (any such director, shall be referred to as the Affected Director). For purposes of this Section For Cause shall mean that the Member has materially breached the Mem- bership Agreement, Code of Conduct, Bylaws, IPR Policy, Antitrust Policy and/or other related | The Membership of any Member may be terminated For Cause upon the affirmative vote of two-thirds (2/3) of the Members of the Board after a hearing duly held in accordance with this Section. As used in this Section, here, a two-thirds (2/3) vote means two-thirds (2/3) of the Members of the Board exclusive of any director is who is facing expulsion or suspension (any such director, shall be referred to as the Affected Director). For purposes of this Section For Cause shall mean that the Member has materially breached the Mem- bership Agreement, Code of Conduct, Bylaws, IPR Policy, Antitrust Policy and/or other related T Corp agreements or policies, and has not cured such breach within thirty (30) days of receipt of written notice from the T Corp. | ||
Such determination shall be made in the sole and absolute discretion of the Board (excluding the Affected Director). Following the determination by the Board that a Member should be terminated the following procedures shall apply: | Such determination shall be made in the sole and absolute discretion of the Board (excluding the Affected Director). Following the determination by the Board that a Member should be terminated the following procedures shall apply: | ||
1. A notice shall be sent by mail by prepaid, first-class or certified mail to the most recent address of such Member as shown on the | 1. A notice shall be sent by mail by prepaid, first-class or certified mail to the most recent address of such Member as shown on the T Corp’s records, setting forth the termination and the reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the termination. | ||
2. The Member being terminated shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held no fewer than five (5) days before the effective date of the proposed termination. The hearing shall be held by the | 2. The Member being terminated shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held no fewer than five (5) days before the effective date of the proposed termination. The hearing shall be held by the T Corp’s Board. The notice to the Member of its proposed termination shall state that such Member is entitled, upon request, to such hearing, shall state that a date, time and place of the hearing will be established upon receipt of request therefore, and shall state, that in the absence of such request, the effective date of the proposed termination. | ||
3. In the event that a hearing is held, then following such hearing the Board (excluding the Affected Director) shall decide whether such Member should in fact be terminated, or sanctioned via written reprimand as determined by the Board; provided, that, any such decision to terminate or sanction such Member must be approved by a vote of two-thirds (2/3) of the Board (excluding the Affected Director). The decision of the Board shall be final unless there is a successful appeal decision through the Blockchain Arbitration Forum. | 3. In the event that a hearing is held, then following such hearing the Board (excluding the Affected Director) shall decide whether such Member should in fact be terminated, or sanctioned via written reprimand as determined by the Board; provided, that, any such decision to terminate or sanction such Member must be approved by a vote of two-thirds (2/3) of the Board (excluding the Affected Director). The decision of the Board shall be final unless there is a successful appeal decision through the Blockchain Arbitration Forum. | ||
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(d) Non-Liability | (d) Non-Liability | ||
No Member shall be liable for the debts, liabilities, or obligations of the | No Member shall be liable for the debts, liabilities, or obligations of the T Corp merely by reason of being a Member. | ||
(e) Assignment | (e) Assignment | ||
Upon the completion of any acquisition or merger involving a Member in which the Member is not the surviving entity, the Board, in its sole discretion, may permit such Members Membership to be transferred to the surviving entity. | Upon the completion of any acquisition or merger involving a Member in which the Member is not the surviving entity, the Board, in its sole discretion, may permit such Members Membership to be transferred to the surviving entity. | ||
===2.9 Press Releases=== | |||
A new member shall assist the | A new member shall assist the T Corp in publicly announcing such new members Membership therein within ninety (90) days of joining the Association. A Member may make public announcements or press releases concerning its own activities as a member. Unless otherwise required by law, any press release concerning a Member made by the T Corp or another Member shall be subject to that member’s prior written consent. Once approved, the press release statement may be used by the T Corp and other Members for the purpose of promoting the Association (or such purpose as is designated in the member’s consent) and reused for such purpose until such approval is withdrawn with reasonable prior written notice. Any use of a Member’s name shall be subject to the applicable usage guidelines of that Member. | ||
===2.10 Data Processing Clause=== | |||
The Member agrees by joining the association that all personal data disclosed or become known within the framework of the Membership may be stored, processed and used by the | The Member agrees by joining the association that all personal data disclosed or become known within the framework of the Membership may be stored, processed and used by the T Corp exclusively in strict connection to the purpose of the T Corp. | ||
Each Member agrees that the name, address, email address and telephone of Members as well as Members of tax advisory and legal professions, which are required to professional secrecy, may be disclosed and allow them to use the same, solely in the interest of orientation on the purpose of the | Each Member agrees that the name, address, email address and telephone of Members as well as Members of tax advisory and legal professions, which are required to professional secrecy, may be disclosed and allow them to use the same, solely in the interest of orientation on the purpose of the T Corp to promote and support the implementation of the T Corp’s goals. | ||
==3 Bylaws== | |||
3.1 §1 Name, Registered Office, Fiscal Year | 3.1 §1 Name, Registered Office, Fiscal Year | ||
#The association bears the name | #The association bears the name ’T Corp’ (here- inafter referred to as ’association’). He is to be registered in the association register. After registration, he receives the suffix ’e.V.’. | ||
#The club is based in Munich. | #The club is based in Munich. | ||
#Fiscal year is the calendar year. | #Fiscal year is the calendar year. | ||
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Should individual provisions of these Articles of Incorporation be wholly or partially inef- fective or unenforceable or become ineffective or unenforceable as a result of changes in the legislation after the of conclusion of the contract, the remaining provisions and the validity of the Articles of Association as a whole remain unaffected. The invalid or unenforceable provision shall be replaced by an effective and enforceable provision that comes as close as possible to the meaning and purpose of the invalid provision. If the articles of incorporation prove to be incomplete, the provisions which correspond to the meaning and purpose of the contract and would have been agreed upon in the case of being taken into consideration shall be deemed agreed. | Should individual provisions of these Articles of Incorporation be wholly or partially inef- fective or unenforceable or become ineffective or unenforceable as a result of changes in the legislation after the of conclusion of the contract, the remaining provisions and the validity of the Articles of Association as a whole remain unaffected. The invalid or unenforceable provision shall be replaced by an effective and enforceable provision that comes as close as possible to the meaning and purpose of the invalid provision. If the articles of incorporation prove to be incomplete, the provisions which correspond to the meaning and purpose of the contract and would have been agreed upon in the case of being taken into consideration shall be deemed agreed. | ||
==4 Working Group Process== | |||
====4.1 Working Group Guiding Principles==== | ====4.1 Working Group Guiding Principles==== | ||
The | The T Corps (T Corp) Working Groups (hereafter: ’WGs’) are es- tablished to facilitate the collaboration between the T Corps 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 T Corp Members interested in supporting a certain technology domain. WGs are intended to complement the activi- ties of a collection of the T Corps open source projects. T Corp 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 T Corp 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. | ||
===4.2 Output of a Working Group=== | |||
=====4.2.1 Types of Output===== | =====4.2.1 Types of Output===== | ||
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 T Corp. | 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 T Corp. | ||
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Unless otherwise approved by the T Corp 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. | Unless otherwise approved by the T Corp 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. | ||
===4.3 Formation of a Working Group=== | |||
Only Institutional Members with voting rights of the | Only Institutional Members with voting rights of the T Corp (i.e. Full Members with Voting Rights or Full Academic Members with Voting Rights) are allowed to propose a new Working Group. These Members are hereafter referred to as Initiating Members. | ||
Members of the T Corp 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. | Members of the T Corp 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 T Corps Executive Board of Directors shall provide timely notice of the formation of each WG and its Steering Committee to all Members of the | 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 T Corps Executive Board of Directors shall provide timely notice of the formation of each WG and its Steering Committee to all Members of the T Corp 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. | ||
A member of the Steering Committee shall be deemed to be in good standing, and thus eligible to vote on issues coming before the Steering Committee, if the member has attended (in person or telephonically) a minimum of three (3) of the last four (4) meetings (if there have been at least four meetings), unless such absence has been approved by the other Members of the Steering Committee. The term of a Steering Committee Member lasts as long as the member is active and in good standing. A Member of the Steering Committee shall be removed after a vote of 2/3 of the other Members if the Member is not in good standing. The Steering Committee should then co-opt another Member. Steering Committee Members must be full Members with voting rights or the representative of a full Member with voting rights. | A member of the Steering Committee shall be deemed to be in good standing, and thus eligible to vote on issues coming before the Steering Committee, if the member has attended (in person or telephonically) a minimum of three (3) of the last four (4) meetings (if there have been at least four meetings), unless such absence has been approved by the other Members of the Steering Committee. The term of a Steering Committee Member lasts as long as the member is active and in good standing. A Member of the Steering Committee shall be removed after a vote of 2/3 of the other Members if the Member is not in good standing. The Steering Committee should then co-opt another Member. Steering Committee Members must be full Members with voting rights or the representative of a full Member with voting rights. | ||
===4.4 Working Group Proposal=== | |||
The proposal for the formation of each new Working Group shall include the proposed char- ter of such WG and name the groups Steering Committee as well as the Members that initially desire to participate in such WG. The WGs Steering Committee is responsible for writing and maintaining a WG Charter consisting of the following: | The proposal for the formation of each new Working Group shall include the proposed char- ter of such WG and name the groups Steering Committee as well as the Members that initially desire to participate in such WG. The WGs Steering Committee is responsible for writing and maintaining a WG Charter consisting of the following: | ||
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*The proposed schedule for WG activities | *The proposed schedule for WG activities | ||
*The objectives, strategies, policies and plans of the WG | *The objectives, strategies, policies and plans of the WG | ||
*The guidelines for each of the Steering Committee Participants and Member | *The guidelines for each of the Steering Committee Participants and Member Participants 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 Member Participation Guidelines must be based on meritocratic principles that allow for a community of Members to grow within a WG. The T Corp Board of Directors will have final approval on WG Member Participation Guidelines (including any modifications thereof ). | ||
*An identification of the technology features/components that are the focus of the WG | *An identification of the technology features/components that are the focus of the WG | ||
*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 T Corp Board of Directors to make it available in the appropriate area on the T Corps website and T Corp | *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 T Corp Board of Directors to make it available in the appropriate area on the T Corps website and T Corp | ||
*GitHub. Upon the T Corp 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 T Corp Board of Directors. This process may be modified by the Board of Directors with thirty (30) days written notice to the T Corp Membership-at-large. 4.5 Membership of a Working Group Participation in WGs is open to all Members of the | *GitHub. Upon the T Corp 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 T Corp Board of Directors. This process may be modified by the Board of Directors with thirty (30) days written notice to the T Corp Membership-at-large. 4.5 Membership of a Working Group Participation in WGs is open to all Members of the T Corp. Each WG will have two types of participants: Steering Committee Participants and Member Participants (collectively, ’Participants’): Member Participant is a Member of the T Corp 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 T Corp 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. | ||
====4.7.1 Proposal Phase==== | ====4.7.1 Proposal Phase==== | ||
The WGs Initiating Member can draft a draft WG Charter and request the T Corp to make it available in the appropriate area on europeanblockchainassociation.org/. Upon the T Corp’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. | The WGs Initiating Member can draft a draft WG Charter and request the T Corp to make it available in the appropriate area on europeanblockchainassociation.org/. Upon the T Corp’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. | ||
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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 T Corp 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 T Corps Board of Directors is responsible for taking on the role and the related duties of a Supporting Committee. | 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 T Corp 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 T Corps Board of Directors is responsible for taking on the role and the related duties of a Supporting Committee. | ||
5.3 Participation | === 5.3 Participation === | ||
Any interested individual or institution may participate in such Extra-Working-Group- Entities. Participants can also be individuals or entities external to the T Corp. If partici- pants disregard the T Corps code of conduct and the T Corp 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. | Any interested individual or institution may participate in such Extra-Working-Group- Entities. Participants can also be individuals or entities external to the T Corp. If partici- pants disregard the T Corps code of conduct and the T Corp 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. | ||
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Full (academic) Members of the T Corp are eligible to found Extra-Working-Group-Entities. Extra-Working-Group-Entities need to be consistent with the general T Corp 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: | Full (academic) Members of the T Corp are eligible to found Extra-Working-Group-Entities. Extra-Working-Group-Entities need to be consistent with the general T Corp 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 the Extra-Working-Group-Entitys name, goal, and description | *Define the Extra-Working-Group-Entitys name, goal, and description | ||
*Define the Extra-Working-Group-Entitys scope in terms of explicit inclusions and ex- plicit exclusions | *Define the Extra-Working-Group-Entitys scope in terms of explicit inclusions and ex- plicit exclusions | ||
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*Refine the Membership Participation Guidelines | *Refine the Membership Participation Guidelines | ||
*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 T Corps general budget. Extra-Working-Group-Entities may submit a proposal with a milestone-based plan to requi- sition funding from the T Corps general budget. Such a plan must be made publicly available via the respective entities T Corp github. The T Corp Board of Directors may or may not sup- port this milestone-based plan and fund the respective project out of the T Corps 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 T Corp 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 T Corp voting regulations (as described in this document). An T Corp 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 T Corp Board or any relevant appointed supporting committee can dissolve Extra-Working- Group-Entities entities, in case such entities disregard the T Corp 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 | *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 T Corps general budget. Extra-Working-Group-Entities may submit a proposal with a milestone-based plan to requi- sition funding from the T Corps general budget. Such a plan must be made publicly available via the respective entities T Corp github. The T Corp Board of Directors may or may not sup- port this milestone-based plan and fund the respective project out of the T Corps 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 T Corp 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 T Corp voting regulations (as described in this document). An T Corp 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 T Corp Board or any relevant appointed supporting committee can dissolve Extra-Working- Group-Entities entities, in case such entities disregard the T Corp 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 | ||
1. | 1. | ||
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5. | 5. | ||
INTELLECTUAL PROPERTY RIGHTS POLICY - | INTELLECTUAL PROPERTY RIGHTS POLICY - T Corp | ||
Members agree that all new inbound code contributions to European Blockchain Asso- ciation e.V. (T Corp) 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. | Members agree that all new inbound code contributions to European Blockchain Asso- ciation e.V. (T Corp) 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. | ||
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All outbound code will be made available under the Apache License, Version 2.0. | All outbound code will be made available under the Apache License, Version 2.0. | ||
All documentation will be contributed to and made available by | All documentation will be contributed to and made available by T Corp under the Creative Commons Attribution 4.0 International License (avail- able at <nowiki>http://creativecommons.org/licenses/by/4.0/</nowiki>). | ||
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 T Corps 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. | 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 T Corps 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. | ||
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Subject to available Project funds, T Corp 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. | Subject to available Project funds, T Corp 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. | ||
== 7 ANTITRUST COMPLIANCE POLICY == | |||
The T Corp (T Corp) combines, synchronizes and leverages blockchain- related activities of European corporations, startups, venture capitalists, and scientific insti- tutes. The T Corp 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. | |||
It is the express policy of the T Corp to require that all activi- ties of the Association, and any projects, committees, or working groups organized under its auspices, be conducted strictly in accordance with current German antitrust law. This policy has been prepared to inform Members of the T Corp of this obligation. | |||
It is the express policy of the | |||
=== 7.1 Price Fixing === | |||
Agreements among competitors to fix prices are per se unlawful and the government strictly enforces laws against price fixing. Competitors may be found to have engaged in price fixing if they: | Agreements among competitors to fix prices are per se unlawful and the government strictly enforces laws against price fixing. Competitors may be found to have engaged in price fixing if they: | ||
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Formal written agreements are not required for an antitrust violation to exist. Informal, even tacit, agreements may violate the antitrust laws. | Formal written agreements are not required for an antitrust violation to exist. Informal, even tacit, agreements may violate the antitrust laws. | ||
Illegal price fixing may occur even when undertaken by non competitors when there is an agreement to fix the price at which a purchaser will resell a product. Where a product is sold for resale, the seller is permitted to suggest resale prices to customers, but any agreement as to resale prices, whether formal or informal, express or implied, is to be avoided.The | Illegal price fixing may occur even when undertaken by non competitors when there is an agreement to fix the price at which a purchaser will resell a product. Where a product is sold for resale, the seller is permitted to suggest resale prices to customers, but any agreement as to resale prices, whether formal or informal, express or implied, is to be avoided.The T Corps activities should not involve any individual Members activities in pricing or marketing particular products. To avoid the risk of liability, T Corps Members should never discuss prices, pricing systems, or discounts relating to the T Corp or in conjunction with T Corp activities, nor should the T Corp ever be involved in Members pricing or marketing practices. | ||
=== 7.2 Agreements To Allocate Markets === | |||
The antitrust laws expressly prohibit any understanding or agreement between competi- tors or Members of an association involving division or allocation of geographic markets or customers, or an agreement to divide sales by product type. Even an informal agree- ment whereby one Member agrees to stay out of another’s territory or product markets may constitute a violation of the antitrust laws and must be avoided. | The antitrust laws expressly prohibit any understanding or agreement between competi- tors or Members of an association involving division or allocation of geographic markets or customers, or an agreement to divide sales by product type. Even an informal agree- ment whereby one Member agrees to stay out of another’s territory or product markets may constitute a violation of the antitrust laws and must be avoided. | ||
=== 7.3 Concerted Refusals to Deal === | |||
Members should avoid participating in ’concerted refusals to deal’ relating to the T Corp or in conjunction with T Corp activities, these are more commonly known as boycotts. Members should be careful not to make agree- ments that in effect result in the exclusion of a competitor from a market or a competitive activity. For example, an agreement among two or more Members of an organization or group to no longer license or buy from (or license or sell to) a particular supplier or dis- tributor might constitute such a boycott. To avoid this risk, Members should avoid any discussion or conduct that involves the refusal to deal with a particular third party. | |||
7.3 Concerted Refusals to Deal | |||
=== 7.4 Competition === | |||
Nothing contained in this policy should be construed to prohibit or limit a Member from making, using, selling, marketing, or promoting products that do not embody or make use of the T Corp. Members are not required to exclusively use, announce, or promote T Corp tools or specifications. Members are free to design, develop, manufacture, acquire or market their respective products in any lawful way. | |||
7. | === 7.5 General Operating Procedures === | ||
In order to ensure that T Corp activities are conducted fairly in a manner that does not unduly benefit some competitors to the detriment of others, it is important that proceedings of the organization be conducted openly and with the opportunity for participation from all interested parties. To that end, the policies of the T Corp conform to the following guidelines. | |||
=== 7.6 Membership === | |||
Any organization or entity that satisfies Membership criteria and agrees to abide by the rules and agreements of the T Corp may join the T Corp. Members are not precluded from joining any similar Organizations. | |||
7.6 Membership | |||
Any organization or entity that satisfies Membership criteria and agrees to abide by the rules and agreements of the | |||
=== 7.7 Notice of Meetings === | |||
All meetings shall be preceded by notice to Members, as set forth in the bylaws. | All meetings shall be preceded by notice to Members, as set forth in the bylaws. | ||
7.8 Meetings and Agenda | === 7.8 Meetings and Agenda === | ||
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 T Corps secretary. | 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 T Corps secretary. | ||
=== 7.9 Distribution of Antitrust Policy === | |||
It is the policy of the T Corp that a copy of this antitrust policy be distributed to all Members. | |||
7.9 Distribution of Antitrust Policy | |||
It is the policy of the | |||
Do not discuss or exchange information relating to the | === 7.10 Prohibited Member Conduct === | ||
Do not discuss or exchange information relating to the T Corp or in conjunction with T Corp activities regarding: | |||
• Any Members current or projected prices, price changes, price differentials, markups, discounts, allowances, terms and conditions or sale, including credit terms, etc., or data that bear on prices, including profits, margins or cost for any product or service. | • Any Members current or projected prices, price changes, price differentials, markups, discounts, allowances, terms and conditions or sale, including credit terms, etc., or data that bear on prices, including profits, margins or cost for any product or service. | ||
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'''References''' | '''References''' | ||
*''' | *'''T Corp, 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 https://github.com/European-Blockchain-Association/DSAO/blob/master/Governance/T Corp_Governance_Process.pdf] |