Tenet
Can we look back on what we have learnt and make a new self sustaining machine which works for good?
1. Articles of Association of The Transparent Company
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 EBA Governance Process and the EBA Bylaws, the Governance Process shall be subordinate to the regulations set forth in the Bylaws.
1.2 Objective
- First Law - all action performed by the the corporation must process through a system of based on real time, purely transparent, non-editable disclosure.
- Second Law - the purpose of the entity is beneficence, the company is For Externality Minimisation
- Third Law - the entity may not harm humanity, or, by inaction, allow humanity to come to harm.
- Fourth Law - the entity must obey the orders given it by human beings except where such orders would conflict with the Second or Third Law.
- Fifth Law - the entity must protect its own existence as long as such protection does not conflict with the Second or Third Law.
1.3 DSAO Structure
The T Corp is a Decentralised Semi Autonomous Organisation (DSAO). A DSAO is a derivative of the original Decentralised Autonomous Organisation which describes a type of network connecting individual nodes that act autonomously on the basis of self-created rules. A DAO’s financial transaction record and program rules are maintained on a blockchain and Member activities are not influenced by a central government.
Key differentiators between the T Corp DSAO structure and a traditional DAO’s:
- The T Corp was founded as a legal entity - The Transparent Company - a company registered in Australia,
- The T Corp is supported by a set of governance processes openly published on https://burnzero.com/Tenet and is headed by the T Corp Board of Directors. This facilitates the integration of the T Corp into society at large. It addresses social, legal, economic and environmental aspects as well as providing a point of contact for doing business. With this structure of a DSAO, the T Corp combines the advantages of decentralised networks with the essential requirements of our society.
1.4 Core Elements of the DSAO
The T Corp consists of several entities which make up DSAO structure. Amongst these entities, but not limited to the entities listed, are the following:
1.4.1 Burnzero.com
Burnzero is the central repository of governance maintenance for T Corp. It comprises of a website located at https://burnzero.com/ and maintained.
1.4.2 WikiSysOp
Top burnzero.com permission, can edit the wiki. New WikiSysOps can only be suggested by other WikiSysOps, this require a quorom with unanimous agreement that the new WikiSysOp to be allowed in.
b) Learner - those who have access to the further wiki.
1.4.3 T Corp Board of Directors
The T Corp is represented by the Board of Directors in and out of court. The Board represents the T Corp to the outside world and decides on the principles of the work of the association, taking into account its objectives. The Board is elected by the General Meeting for a term of five years. The Board elected at the founding meeting is elected for the same duration.
Re-election is permitted. Until a new election, the Board remains in office. The Board of Directors decides on the distribution of all financial resources and assets available to the association.
The Board manages the affairs of the association and directs all administrative tasks including:
- Preparation and implementation of the events of the association, the publication of its information resources and communications.
- Conclusion of leases for premises etc.
- Convocation and preparation of the General Meeting; the direction of the General Meeting.
- Accounting, preparation of the annual report and the fulfillment of related statutory and regulatory obligations.
- 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.
- Admission and participation in the exclusion of Members
The T Corp Board of Directors may amend the T Corp Governance Process as laid out in this document. These amendments shall be published within three business days prominently on the relevant EBA website. Any full Member of the EBA may appeal to such modifications. Appeals are arbitrated by the Blockchain Arbitration Forum (BAF) (see section Blockchain Arbitration Forum, as well as Checks and Balances in this document). Full Members of the EBA may also propose modifications to the EBA Governance Process. The Board of Directors is not, however, required to act upon such proposals.
1.4.4 Working Groups
T Corp Working Groups (hereafter: WGs) are established to facilitate the collaboration between the European Blockchain Associations full Members. WGs are industry task forces that focus on building domain-specific blockchain PoCs and co-creating respective standards. Working Groups can steer the direction of blockchain related standards, protocols and industry norms across Europe. Working Groups play a special role within the EBAs DSAO. As such there are a number of checks and balances on their activities as outlined within the EBA governance processes (see ’Working Group Process’ section).
1.4.5 Extra Working Group Entities
Extra-Working-Group-Entities are agile, mostly self-governing groups within the EBA. Any interested individual or institution may participate in such Extra-Working-Group-Entities. Participants can also be individuals or entities external to the EBA. This is explicitly wished in the case of public events organized by the EBA or its Extra-Working-Group-Entities.
Extra-Working-Group-Entities can be, but are not limited to:
• Events: Conferences, Hackathons, Meetups
1.4.4 Arbitration Forum (TAF)
The T Corp Arbitration Forum (TAF) is the appellate body of the T Corp. The TAF provides a venue for Members to appeal decisions made by the Board of Directors. In such cases, the TAF can make binding decisions overruling the board.
The Arbitration Forum (TAF) is the appellate body of the T Corp. The TAF provides a venue for Members to appeal decisions made by the Board of Directors. In such cases, the TAF can make binding decisions overruling the Board.
If a proposal is rejected by the T Corp Board of Directors, the entity whose proposal was rejected has the right of appeal. The Blockchain Arbitration Forum will base its decision on the spirit of the T Corp code of conduct and governance guidelines as set forth in this document.
If the TAF rejects the appeal, the draft may be revised and resubmitted to the Board of Directors. If however, the TAF accepts the appeal, the Board of Directors must confirm the proposal.
1.6 Ethical Code of Conduct
1.6.1 Preamble
The EBA was founded to combine, synchronize and leverage blockchain-related activities of European corporations, startups, venture capitalists, and scientific institutes.
This Code of Conduct includes a set of principles and values that reflect the beliefs of EBA participants and their expectations towards their counterparties.
The EBA Code of Conduct is based on international conventions such as the Universal Declaration of Human Rights, the Guiding Principles on Children and Entrepreneurship, United Nations Guiding Principles on Business and Human Rights, the OECD Guidelines, and the UN Global Compact (Sustainable Development Goals).
Members of the EBA accept its Ethical Code of Conduct, and are obliged to adhere to the principles set out in this document. The EBA Members engage in a constructive and open dialogue with their business partners and stakeholders to pursue the principles of ethically responsible economic activity. EBA Members not adhering to this Ethical Code of Conduct may have their Membership in the association terminated following a vote by the board of directors as outlined in the EBA Membership rules.
1.6.2 Interpretation
The EBA Code of Conduct covers all EBA Members as well as their business partners. The EBA Governance Process and the EBA Bylaws are an integral part of the EBA Code of Conduct. The EBA Code of Conduct should be read and interpreted in conjunction with them.
1.7 Our Values
By adopting the EBA Code of Conduct and implementing it in their work, EBA Members are guided by the following values:
Pursuit of Sustainable Development Goals SDGs
The Sustainable Development Goals are inclusive, climate change, environmental degra- dation, prosperity, peace and justice. The Goals connect and in order to leave no one behind, it’s important that we achieve each goal and target by 2030.
Decentralized Semi-Autonomous Organization DSAO with Basic Governance
The EBA’s decentralized architecture allows autonomous individual activities of its Mem- bers. To facilitate the integration of the EBA in society with its social, legal, economic and environmental aspects, the EBA maintains a governance model.
Member Economic Participation Grounded in a Blockchain Based Protocol
At the heart of the EBA’s architecture read a blockchain-based incentive scheme that motivates Members to actively participate in the DSAO. The crypto currency XSC can be used as a means to transfer value for all activities with the DSAO.
Education, Access to and Sharing of Information
The foundation of EBA’s activities is laid out in the domain of blockchain and Dis- tributed Ledger technologies, built by Individuals, companies, organizations and research institutes.
Connecting the Dots: Synchronization of Member Activities
The EBA’s DSAO architecture integrates the aggregation and synchronization of blockchain and distributed ledger technology member activities in order to minimize inefficiently en- capsulated and siloed developments.
1.7.1 Implementation
The principles set out in the EBA Code of Conduct establish the objectives and minimum expectations of EBA Members with regard to social behavior within the EBA. While it is not possible to ensure full compliance with the Code by all their business partners at all times, EBA Members undertake to take appropriate measures to comply with the principles of the EBA Code of Conduct.
Compliance with national legislation is the first duty of the Members. In countries where national laws and regulations conflict with the EBA Code of Conduct, EBA Members should seek ways of complying with those principles that best meet EBA principles.
1.7.2 Principles for Member Conduct
The EBA expects all Members and business partners to comply with the EBA Code of Conduct insofar as this is possible under local law.
No Discrimination
EBA Members are prohibited from identifying individuals on the basis of gender, age, religion, race, caste, birth, social background, disability, ethnic or national origin, nation- ality, membership of workers’ organizations, including trade unions, political membership or beliefs, sexual orientation, family responsibilities, civil status or any other situation that could lead to discrimination, exclusion or preference. In particular, Members may not be subject to harassment or disciplinary measures for the reasons stated above.
Reasonable Remuneration
EBA Members shall comply with these principles if, without prejudice to the specific ex- pectations set out in this Agreement, they respect workers’ right to adequate remuneration sufficient to enable them and their families to live decently and social benefits provided by law.
EBA Members are required to meet at least the legal minimum wage or, if higher, the in- dustry standards approved on the basis of collective bargaining.
The wages are payable on time, regularly and completely in a legal tender. A partial pay- ment in kind is permitted in accordance with the limits and requirements set out by local regulations. The level of wages has to reflect the qualifications and educational level of the employees and refers to the regular working hours.
No Child Labor
EBA Members comply with this principle if they do not, directly or indirectly, employ children under the legal age of compulsory school attendance, which may not be less than 15 years. This principle is intended to protect children from any form of exploitation in connection with EBA activities.
No Forced Labor
EBA Members may not resort to any form of servitude, forced or compulsory labor, serfdom, human trafficking or involuntary labor to directly or indirectly support EBA oper- ations.
Environmental Protection
EBA Members shall comply with this principle if, without prejudice to the specific ex- pectations set out in this code of conduct, they take the necessary measures to prevent environmental damage resulting from their activities within the EBA.
Ethical Business
EBA Members shall comply with this principle if, without prejudice to the objectives and expectations set out in this chapter, they are not involved in any form of bribery, blackmail, embezzlement or any form of bribery, including, but not limited to, the promise, offer or grant of any unfair financial or other incentives.
EBA Members are expected to have accurate information about their activities, structure and performance and to disclose it in accordance with applicable regulations and industry benchmarking practices especially with regard to EBA matters.
Furthermore EBA Members should additionally adhere to the EBA Antitrust Compliance Policy.
Data Protection
EBA Members must take reasonable care regarding the collection, storage and use of personally identifiable information (including the data of employees, business partners, cus-
tomers, and consumers within their sphere of influence). Specifically, where required Mem- bers should adhere to industry best practices for GDPR compliance for all EBA business. Furthermore EBA Members should additionally adhere to the EBA Intellectual Property Rights Policy.
Responsibility for Developed Software
The EBA advises Members to take on a social constructivist point of view on technology. The Association is aware of the moral non-neutrality of technology: each technology has systematic effects on society, as it embodies a set of values, a framework and an ideology. Insofar, technologies are responsible for better or worse, since they are not merely tools people use for their own ends. Developers within the EBA will take this perspective into account when designing and implementing distributed ledger tools.
----4. Time of annual meetings
The annual meeting of the of Guides shall be held on the 21st day of December each and every year except if such day be a legal holiday. Then and in that event the Board of Guides shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws.
The Secretary shall cause to be mailed to every Guide in good standing at his address as it appears in the membership roll book of this organisation a notice telling the time and place of such annual meeting.
Regular meetings of the Tenet shall be held online via via conference.
1 -Roll call.
2 -Reading of the minutes of the preceding meeting.
3 - Reports of committees.
4 - Reports of officers.
5 - Old and unfinished business.
6 - New business.
7 - Good and welfare.
8 - Adjournments. 5. Voting procedures
5. Voting procedures
At all meetings, except for the election of officers and directors, all votes shall be viva voice, except that for election of officers ballots shall be provided, and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot.
At any regular or special meeting if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.
At all votes by ballot, the chairman of such meeting shall immediately prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors d Election" and who shall, at the conclusion of such balloting, certify in writing to the chairman the results, and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.
No Inspector of Election shall be a candidate for office or shall be personally interested in the question voted upon.
These By-Laws may be altered, amended, repealed, or added to by an affirmative vote of not less than half of the members present at a quarterly meeting. On motion duly made and carried, it was decided that meetings of the Board of Guides be held on the 21st day of December, March, June, and September.
There being no further business, the group participated in a silent meditation after which the meeting was adjourned.
Respectfully submitted, Narayana
6. Officers
7. Committees
8. Dues
9. Procedures for amending by-laws
6. Order of Business
7. Board of Guides
The business of this organisation shall be managed by a Board of Guides consisting of nine members together with the officers of this organisation..
The Board of Guides to be chosen for the ensuing year shall be chosen at the annual meeting of this organisation in the same manner and style as the officers of this organisation and they shall serve for a term of one year.
The Board of Guides shall have the control and management of the affairs and business of this organisation. Such Board of Guides shall only act in the name of the organisation when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
8. Officers
The officers of this organisation shall be as follows:
President
Vice President (First Guide) Secretary
Treasurer
The President shall preside at all membership meetings.
They shall, by virtue of their office, be chairman of the Board of Directors.
They shall present at each annual meeting of the organisation an annual report of the works of the organisation.
They shall appoint all committees, temporary or permanent.
They shall see mat all books, reports, and certificates as required by law are properly kept or filed.
They shall be one of the officers who may sign the checks or drafts of the organisation.
They shall have such powers as may be reasonably construed as belonging to the chief executive of any organisation.
The First Guide shall, in the event of the absence or inability of the President to exercise his office, form a three-man committee to execute the duties of the president of the organisation with all the rights, privileges, and powers as if they had been the collectively elected president.
The Secretary shall keep the minutes and records of the organisation in appropriate books. It shall be his duty to file any certificates required by any statute, federal or state.
He shall give and serve all notices to members of this organisation.
He shall be the official custodian of the records and seal of this organisation.
He may be one of the officers required to sign the checks and drafts of the organisation.
He shall present to the membership at any meetings and communication addressed to him as Secretary of the organisation.
He shall submit to the Board of Guides any communications which shall be addressed to him as Secretary of the organisation.
He shall attend to all correspondence of the organisation and shall exercise all duties incident to the office of secretary.
The Treasurer shall have the care and custody of all monies belonging to the organisation and shall be solely responsible for such monies or securities of the organisation.
The next stage is to us this statement to incorporate into and entity called The Transparent Company.
References
- European Blockchain Association, Governance Process, first published on 15 July 2020 accessed on 8 July 2022 via: https://github.com/European-Blockchain-Association/DSAO/blob/master/Governance/EBA_Governance_Process.pdf