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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]]. Once formalised, the resulting company will consider submitted [[proposals]] and [[Commissions|commission]] to form the basis of operation of the company.''' | ||
==1. Core Principles== | ==1. Core Principles== | ||
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{| class="wikitable" | {| class="wikitable" | ||
|'''Membership Classes''' | |'''Membership Classes''' | ||
|'''Membership Fees per year, in | |'''Membership Fees per year, in USD''' | ||
|- | |- | ||
| | |1) FULL MEMBERS "'''WikiSysOp'''" w. Directorship, Voting Rights, Full Wiki permissions - Natural persons | ||
|$ 2,500 pa | |||
|2 | |||
|- | |- | ||
| | |2) FULL ACADEMIC MEMBERS w. Full Wiki permissions - Natural persons | ||
| | |$ 1,000 pa | ||
|- | |- | ||
| | |3) HONORARY MEMBERS without Voting Rights Natural persons | ||
|No Membership Fees | |No Membership Fees | ||
|} | |}1) FULL MEMBERS w. Voting Rights - Natural persons | ||
FULL MEMBERS w. Voting Rights - Natural persons shall be individuals that agree to abide by the obligations set forth in the T Corp Membership Rules, including, without limi- tation, the requirements set forth on Exhibit B of the T Corp 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 MEMBERS w. Voting Rights - Natural persons shall be individuals that agree to abide by the obligations set forth in the T Corp Membership Rules, including, without limi- tation, the requirements set forth on Exhibit B of the T Corp 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. | ||
2) FULL ACADEMIC MEMBERS w. Voting Rights - Natural persons | |||
FULL ACADEMIC MEMBERS w. Voting Rights - Natural persons shall be individuals that agree to abide by the obligations set forth in the T Corp Membership Rules, including, without limitation, the requirements set forth on Exhibit B of the T Corp 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. | FULL ACADEMIC MEMBERS w. Voting Rights - Natural persons shall be individuals that agree to abide by the obligations set forth in the T Corp Membership Rules, including, without limitation, the requirements set forth on Exhibit B of the T Corp 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. | ||
3) HONORARY MEMBERS without Voting Rights - Natural persons | |||
HONORARY MEMBERS without Voting Rights - Natural persons shall be individuals that agree to abide by the obligations set forth in the T Corp Membership Rules, including, without limitation, the requirements set forth on Exhibit B of the T Corp 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. | HONORARY MEMBERS without Voting Rights - Natural persons shall be individuals that agree to abide by the obligations set forth in the T Corp Membership Rules, including, without limitation, the requirements set forth on Exhibit B of the T Corp 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. | ||
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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: | ||
'''<u>TBC</u>''' | |||
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. | 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. | ||
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!Voting Rights | !Voting Rights | ||
|- | |- | ||
| | |1) FULL MEMBERS w. Voting Rights - Nat- ural persons | ||
| | | | ||
*In case the Member is a Participant of a Working Group: Voting Rights with respect to WG matters as outlined within each group’s charter (e.g. scheduling meetings and activities, access/participation in the development of all materials produced in the WG, Marketing Programs, Ma- terial development, mailing lists and wikis) | *In case the Member is a Participant of a Working Group: Voting Rights with respect to WG matters as outlined within each group’s charter (e.g. scheduling meetings and activities, access/participation in the development of all materials produced in the WG, Marketing Programs, Ma- terial development, mailing lists and wikis) | ||
*Vote on proposals for changes of organizational matters that are applicable for the whole T Corp during the T Corp General Meeting | *Vote on proposals for changes of organizational matters that are applicable for the whole T Corp during the T Corp General Meeting | ||
|- | |- | ||
| | |2)FULL ACADEMIC MEMBERS w. Voting Rights - Natural per- sons | ||
| | | | ||
*In case the Member is a Participant of a Working Group: Voting Rights with respect to WG matters as outlined within each group’s charter, (e.g. scheduling meetings and activities, access/participation in the development of all materials produced in the WG, Marketing Programs, Ma- terial development, mailing lists and wikis) | *In case the Member is a Participant of a Working Group: Voting Rights with respect to WG matters as outlined within each group’s charter, (e.g. scheduling meetings and activities, access/participation in the development of all materials produced in the WG, Marketing Programs, Ma- terial development, mailing lists and wikis) | ||
*Vote on proposals for changes of organizational matter that are applicable for the whole T Corp during the T Corp General Meeting | *Vote on proposals for changes of organizational matter that are applicable for the whole T Corp during the T Corp General Meeting | ||
|- | |- | ||
| | |3) HONORARY MEMBERS without Voting Rights - Natural persons | ||
|• No Voting Rights | |• No Voting Rights | ||
|} | |} | ||
====2.4 Late Fees, Costs and Expenses==== | ====2.4 Late Fees, Costs and Expenses==== | ||
2.4.1 Late Fees | '''2.4.1 Late Fees''' | ||
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 T Corp 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. | 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 T Corp 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. | ||
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 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. | 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 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. | 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. | ||
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(a) Resignation | (a) Resignation | ||
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 | 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 relieve 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 assessments 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 | ||
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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. | 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 Bylaws== | ||
3.1 | |||
#The association bears the name ’T Corp’ | === 3.1 Name, Registered Office, Fiscal Year === | ||
#The association bears the name ’T Corp’ . 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. | ||
3.2 | |||
=== 3.2 Purpose of the Association === | |||
#The purpose of the association is the promotion of the exchange of opinions and experiences as well as the exploration of the potentials of Blockchain and Distributed Ledger Technologies (DLT). | #The purpose of the association is the promotion of the exchange of opinions and experiences as well as the exploration of the potentials of Blockchain and Distributed Ledger Technologies (DLT). | ||
#The purpose is achieved in particular by: | #The purpose is achieved in particular by: | ||
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#*Networking and matchmaking | #*Networking and matchmaking | ||
#The association is selfless and non-partisan; he does not pursue primarily self-economic purposes. Funds of the association may only be used for statutory purposes. The members receive no profit shares and in their capacity as members also no other donations from means of the federation. | #The association is selfless and non-partisan; he does not pursue primarily self-economic purposes. Funds of the association may only be used for statutory purposes. The members receive no profit shares and in their capacity as members also no other donations from means of the federation. | ||
3.3 | |||
=== 3.3 Membership === | |||
#Members of the Association may be natural or legal persons as well as professorships, universities and public or private law entities. The admission takes place after written application by the potential member and by confirmation of the executive committee. | #Members of the Association may be natural or legal persons as well as professorships, universities and public or private law entities. The admission takes place after written application by the potential member and by confirmation of the executive committee. | ||
#The membership of the association requires the natural age of the majority of the member. | #The membership of the association requires the natural age of the majority of the member. | ||
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• The General Meeting • The Board | • The General Meeting • The Board | ||
3.5 | === 3.5 Rights and Obligations of the Members === | ||
#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 meeting on the proposal of the executive board 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 meeting on the proposal of the executive board for the following financial year. | ||
#All members are entitled to participate in the events, elections and votes of the asso- ciation, as well as the use of all other services under the statutory provisions. This right is tied to the fulfillment of the contribution obligations. | #All members are entitled to participate in the events, elections and votes of the asso- ciation, 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 association about the change of the residential and registration address, e-mail address, mobile and fixed telephone number as well as the name immediately and unsolicited in writing. Costs incurred by the Association 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 association, are also to be reimbursed to the association. | #Each member is obliged to inform the association about the change of the residential and registration address, e-mail address, mobile and fixed telephone number as well as the name immediately and unsolicited in writing. Costs incurred by the Association 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 association, are also to be reimbursed to the association. | ||
3.6 | |||
=== 3.6 Board === | |||
#The executive committee consists of three members, namely the chairman and two deputy directors. The board has joint power of attorney. He forms the board within the meaning of 26 BGB. The Executive Board, ie both the Executive Board and the Deputy Executive Board, are each consistently and at least exempted from the restrictions of 181 BGB. | #The executive committee consists of three members, namely the chairman and two deputy directors. The board has joint power of attorney. He forms the board within the meaning of 26 BGB. The Executive Board, ie both the Executive Board and the Deputy Executive Board, are each consistently and at least exempted from the restrictions of 181 BGB. | ||
#The association is represented by the executive committee in and out of court. He represents the club to the outside and decides on the principles of the work of the association, taking into account the purpose of the club. | #The association is represented by the executive committee in and out of court. He represents the club to the outside and decides on the principles of the work of the association, taking into account the purpose of the club. | ||
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#*Issuing of orders as well as the conclusion and the termination of labor, works and other contracts, which are concluded with third parties to assist in the fulfillment of the statutory duties of the association, | #*Issuing of orders as well as the conclusion and the termination of labor, works and other contracts, which are concluded with third parties to assist in the fulfillment of the statutory duties of the association, | ||
=== 3.7 General Assembly === | |||
3.7 | |||
#The General Assembly meets at least once a year at the invitation of the Executive Board, but for the first time in the calendar year 2019. An Extraordinary General Meeting shall be convened if the Executive Board resolves the convocation for urgent and important reasons. All members of the association are entitled to participate in the general meeting. | #The General Assembly meets at least once a year at the invitation of the Executive Board, but for the first time in the calendar year 2019. An Extraordinary General Meeting shall be convened if the Executive Board resolves the convocation for urgent and important reasons. All members of the association are entitled to participate in the general meeting. | ||
#The General Assembly shall be held by the Executive Committee with a notice period of at least two weeks calling the agenda. The deadline begins with the day following the dispatch of the letter of invitation or the invitation E-Mail. 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 e-mail to the last known e-mail address of the member is sufficient. | #The General Assembly shall be held by the Executive Committee with a notice period of at least two weeks calling the agenda. The deadline begins with the day following the dispatch of the letter of invitation or the invitation E-Mail. 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 e-mail to the last known e-mail address of the member is sufficient. | ||
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#The General Assembly elects the members of the Executive Board 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 lot decides. | #The General Assembly elects the members of the Executive Board 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 lot decides. | ||
=== 3.8 General, Entry Into Force of the Statutes === | |||
3.8 | |||
#The General Assembly grants the Executive Board the right to pass amendments to the statutes that are required by official bodies (district court, tax office or others) within the scope of their competence. These changes must not significantly change the purpose of the association nor limit the rights of its organs and members. | #The General Assembly grants the Executive Board the right to pass amendments to the statutes that are required by official bodies (district court, tax office or others) within the scope of their competence. These changes must not significantly change the purpose of the association nor limit the rights of its organs and members. | ||
#The statutes enter into force with their first entry in the register of associations. Before that, the statute in the current version applies. | #The statutes enter into force with their first entry in the register of associations. Before that, the statute in the current version applies. | ||
3.9 | |||
=== 3.9 Remuneration === | |||
#Running costs: The running costs such as postage and communication fees, office supplies, rent and office costs, travel expenses, etc. covers the association from the membership fees or reimburses the association to that board or third party against evidence, if they have interpreted such costs. | #Running costs: The running costs such as postage and communication fees, office supplies, rent and office costs, travel expenses, etc. covers the association from the membership fees or reimburses the association to that board or third party against evidence, if they have interpreted such costs. | ||
#Service contracts: The Board may, if necessary, taking into account the economic capacity of the Association and the need to decide that certain activities (such as office work, etc.) be exercised for a fee on the basis of a service contract or payment of a lump-sum allowance. With regard to these decisions, the Executive Board is authorized to pass resolutions in accordance with the above-mentioned rules. | #Service contracts: The Board may, if necessary, taking into account the economic capacity of the Association and the need to decide that certain activities (such as office work, etc.) be exercised for a fee on the basis of a service contract or payment of a lump-sum allowance. With regard to these decisions, the Executive Board is authorized to pass resolutions in accordance with the above-mentioned rules. | ||
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#The Management Board receives a remuneration. Further details are set out in the rules of procedure of the Management Board. | #The Management Board receives a remuneration. Further details are set out in the rules of procedure of the Management Board. | ||
#The liability of the Management Board is limited to intent. The board is not liable for negligence and gross negligence. | #The liability of the Management Board is limited to intent. The board is not liable for negligence and gross negligence. | ||
=== 3.10 Data Processing Clause === | |||
The member agrees with its accession that all personal data disclosed or become known within the framework of the membership may be stored, processed and used by the associ- ation exclusively in strict connection to the purpose of the association. | The member agrees with its accession that all personal data disclosed or become known within the framework of the membership may be stored, processed and used by the associ- ation exclusively in strict connection to the purpose of the association. | ||
Each member agrees that the name, address, e-mail, telephone and fax numbers 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 orienta- tion on the purpose of the association to promote and support the implementation of the association’s goals. | Each member agrees that the name, address, e-mail, telephone and fax numbers 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 orienta- tion on the purpose of the association to promote and support the implementation of the association’s goals. | ||
3.11 | === 3.11 Severability Clause === | ||
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 Working Group Process== | ||
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This process may be modified by the T Corp Board of Directors with thirty (30) days written notice to the T Corp Membership-at-large. | This process may be modified by the T Corp Board of Directors with thirty (30) days written notice to the T Corp Membership-at-large. | ||
5 EXTRA-WORKING-GROUP-ENTITY WORKING PROCESS | == 5 EXTRA-WORKING-GROUP-ENTITY WORKING PROCESS == | ||
=== 5.1 Principle of Agility === | |||
Extra-Working-Group-Entities are agile and mostly self-governing groups within the T Corp. 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. | Extra-Working-Group-Entities are agile and mostly self-governing groups within the T Corp. 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. | ||
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• Events: Conferences, Hackathons, Meetups | • Events: Conferences, Hackathons, Meetups | ||
5.2 Supporting Committees for Extra-Working-Group-Entities | === 5.2 Supporting Committees for Extra-Working-Group-Entities === | ||
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. | ||
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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. | ||
5.4 Proposal of an Extra-Working-Group-Entity | === 5.4 Proposal of an Extra-Working-Group-Entity === | ||
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 | ||
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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. | ||
== | == 6 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. | 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 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. | ||
=== | === 6.1 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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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. | 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. | ||
=== | === 6.2 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. | ||
=== | === 6.3 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. | 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. | ||
=== | === 6.4 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. | 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. | ||
=== | === 6.5 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. | 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. | ||
=== | === 6.6 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. | 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. | ||
=== | === 6.7 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. | ||
=== | === 6.8 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. | ||
=== | === 6.9 Distribution of Antitrust Policy === | ||
It is the policy of the T Corp that a copy of this antitrust policy be distributed to all Members. | It is the policy of the T Corp that a copy of this antitrust policy be distributed to all Members. | ||
=== | === 6.10 Prohibited Member Conduct === | ||
Do not discuss or exchange information relating to the T Corp or in conjunction with T Corp activities regarding: | 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. | ||
• Individual company plans to license intellectual property to or from third parties. | • Individual company plans to license intellectual property to or from third parties.<hr>'''The next stage is to us this statement to incorporate into and entity called [https://burnzero.com/The_Transparent_Company The Transparent Company].''' | ||
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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] | *'''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] | ||