This page explains articles for empanelment of Digital Commerce businesses to Open Constitution Network Tenancy.
Notice: Muellners Foundation invites groups of peoples: legal bodies such as digital commerce businesses, digital payment services providers, who are active financial services providers, regulated within the local law and those who enable one or more fintech service(s) to be empanelled on the Open Constitution Network Tenancy.
- 1.ACCESS TO ALL NATURAL PERSONS, AFFILIATED TO ORG MEMBER BODY
An ORG Member shall have a verified information access corridor to Foundation maintained digital public goods and services infrastructure, for all of the natural persons, who are affiliated to the Org member, in accordance with the local business laws.
All natural persons who are affiliated to the Org Member, in accordance with the provisions of local law, shall have access to Foundation's digital public goods and services infrastructure.All such natural persons, who are affiliated to the Org Member, and have access to Foundation's open convention shall have derived membership rights in the Electoral Charter.
2. APPOINTMENT OF A REPRESENTATIVE:
An ORG Member shall nominate and appoint atleast one(1) representative member(a natural person or a group of natural persons e.g Org Committee) to the constitutional body: Observers Council.
Any such representation shall be duly authorised by the governing body of the ORG Member, in accordance with the local law.
Any such representation of a duty bound nominee shall have received signatory rights on behalf of the ORG Member, in full compliance with the local law.
Any nomination, appointment, termination of a representative (on behalf of the ORG Member) shall follow the Articles of Association of natural persons: Observers Council, and subsequently any appointment shall be ratified in accordance with the Articles of Association of natural persons: Open Constitution.
2.1 ROLE OF REPRESENTATIVE APPOINTEE(S) IN ORG TENANCY:
2.1.1 Atleast one(1) representative Appointee shall be appointed, and who shall have the powers to represent and legally bind the participation of the ORG Member in availing the benefits of open source development lifecycle(s) and intelligence on the Open Constitution network, maintained by Muellners Foundation.
2.1.2 A representative Appointee shall have the powers to propose Open Governance motions in creating, defining and publishing an ORG member "project"; and
reduce to practice an ORG Member project, into open source, on the OC Network; and
to further participate in conventions with ordinary voluntary members, and other Org Tenants or E Residents on the OC Network, who may voluntarily contribute ''Work'' into the ORG Member "project", either directly or indirectly through the attribution of OC Network's License.
2.1.3 In matter(s) concerning any Network Project Tenancy or any communications and publishing, release proceeding(s) thereof shall take place in accordance to the active Charters of the Open Constitution in a fiscal year.
The representative Appointee discharges their responsibility, within the purview and scope of the Articles of Association of Legal Bodies: Open Constitution, and exercise these rights through the Org Tenancy Account.
Subject to condition of clause 2.1.1, in managing their ORG Tenancy Account, this article declares that representative Appointee expresses an explicit Waiver of Indemnification rights, granted to any natural persons appointee on the network, for activities on the network.
i.e Representative Appointee are liable to their Org when they login through Org Tenancy Account.
2.1.4 It is at the discretion of the Appointee(on behalf of the Org Member), whether an explicit waiver of confidentiality grounds (as mentioned in the Data Security policy of the Foundation), remains, increased or abated in connection to the exchange of any confidential information, and any material thereof between the ORG Member and the Network, in connection with the ORG Member "project".
Maintaining Trust and Appropriate Confidentiality Status
3. OPEN CONVENTION:
In addition to a representative Appointee's derived rights to change Open Convention; all the natural persons who are affiliated to the Org Member body, shall have naturalized rights to Foundation E Residency, as if they were ordinary voluntary members of the Foundation.
3.1 PROJECT CONVENTION:
The Representative Appointee(s) to Observer's Council shall organise Project meetings on an ongoing basis, and participate in the Project CWC meetings or meet any other members of the Foundation, who are also a member of the Project CWC or have an Open Grant award or an employment award assigned to them, in connection with the Org Member project:
When recorded through the Appointee's presence in the Foundation’s Project meetings.
The primary mode of meetings are Electronic Mode of Meeting.
3.2 PROGRAM CONVENTION:
The Representative Appointee(s) to Observer's Council shall participate in the Program CWC on an ongoing basis, or meet with any other members of the Foundation, who have an Open Grant or an employment award assigned to them, in connection with the Open Source Development Program:
When recorded through the member’s presence in the Foundation’s Program meetings.
The primary mode of meetings are Electronic Mode of Meeting.
4. DISSOLUTION OF ORG TENANCY
It is at the discretion of the Executive Council or Steering Council to remove an ORG Member body from the Open Constitution Network.
The Governing body of the ORG Member can also dissolve the Org Tenancy, in accordance with local laws and by giving a notice to the Foundation, in accordance with the Open Constitution Network Tenancy Agreement.
The representative Appointee to the Observer's Council shall ensure that the ORG Tenancy Project has been closed, or all the stated Project roadmaps have been closed on the network.
The representative Appointee shall have rights to close Project proceedings.
Nomination, appointment of the representative Appointee(s) (on behalf of an Org Member body) survives the dissolution of partnership, on any grounds whatsoever, until the electoral appointment runs its natural course or Term or duration, in accordance with rights of natural persons of the Foundation and in accordance to the Electoral Charter.
The termination of ORG Tenancy account is governed by the Open Ballot proceedings, akin to removal of a member from the Foundation, as if a violation of these Articles of Association of Legal Bodies has taken place or as if a voluntary removal of the legal body has taken place from the Association.
5. International Mediation and Arbitration Rights
(i) Mediation and appointment of arbitrator:
Any dispute/difference and/or claim arising out of or in connection with an agreement between the 'Org Tenant' of the Open Constitution Network shall be resolved amicably between the authorized representatives of the disputing parties, failing which:
Representative Appointee(s) (on behalf of ORG Tenant)
Observation Council Body or a Committee(on behalf of network)
such dispute/difference and/or claim shall be resolved by the arbitration of a sole arbitrator, to be nominated and appointed to an Open Tribunal, by the Observation Council of the Foundation, to which authorized representatives of ORG Member may or may not be a member of.
The appointment of the arbitrator and subsequent constitution of an Open Tribunal shall be ratified by the Executive Council of the Muellners Foundation.
(ii) Re appointment of arbitrator: In the event, an arbitrator so appointed is unable to proceed with the arbitration proceedings for any reason whatsoever, this Observation Council, to which authorized representatives of Tenants may or may not be a member of, shall appoint another single arbitrator in his/her/their place, who shall become entitled to proceed with the arbitration proceeding from the state at which it was left by his predecessor.
(iii) Governing Law(s): The arbitration proceeding shall be governed by the provisions of the business laws in a jurisdiction where Foundation has a Fiscal host and the Tenant is a Tax Resident of.
E.g If Org Tenant is in Europe Economic Area, then Danish Arbitration Act 2005 and any statutory amendments thereof, as the netwoprk has a Registered Agent or Fiscal Host in EEA
(iv) Location: The venue of arbitration shall be the registered office of the network's Registered Agent or Fiscal Host, in the jurisdiction (where Foundation has a Fiscal host and the Tenant is a Tax Resident of)
and if due to any reason, physical attendance of authorised representatives of both the parties, and the appointed arbitrator is not possible, then the arbitration proceedings may take place via recorded electronic communications system.
(v) Cost and binding arbitration: Any costs and fees other than attorney fees associated with the arbitration shall be shared equally by the disputing parties.
The award passed by the arbitrator shall be final and binding on the disputing parties. Read more on Case Processing Fees here.
Judgment upon the award rendered by the arbitrator(Open Tribunal) may be entered in any court with jurisdiction to do so.
6. The Executive Council reserves the right to update the terms and conditions, statutes from time to time, in compliance with the existing rules and regulations of the association, including reserving the right to terminate the appointment of representative Appointee of ORG Member to the Observer's Council at any time, without notice and without the due electoral process of removal, in the following scenario:
If the ORG member body is found convicted of criminal, civil and financial crimes, in any court of competent jurisdiction, across the world, where Foundation has an active presence, either through a legal body representation or an affiliate network.
The statutes of the Foundation and terms and conditions governing its functioning can be found here.
- 7.The Foundation members communicate via cryptographic electronic communications systems, and technology tools. In connection to the electronic meetings convened by members of this council, Foundation or Network's IT infrastructure shall only be used to record meeting minutes.
If the convention took place outside the Foundation’s communications infrastructure, then the meeting minutes must be brought back to the notice of the Executive Council.