( the “Articles”)
A not-for-profit association named OMA3 (the “Association”) is hereby established pursuant to Articles 60 to 79 of the Swiss Civil Code. The Association is an independent legal entity with legal capacity. It is governed by Swiss law. Its duration is unlimited.
The official language of the association is English.
The Association shall establish and maintain a registered office and administration in Baar, Zug, Switzerland. The Association may also have offices in other locations.
The purpose of the Association, a not-for-profit organization, is to directly or indirectly support, promote, protect and standardize open collaboration for metaverses and the surrounding ecosystems to foster interoperability, standardization and ownership.
The Association may generally take necessary and appropriate measures to implement the above-mentioned purpose as well as plan and implement initiatives and – even only financially – participate in initiatives of other organizations or support financially or otherwise other organizations or individuals to the extent that all such activities serve the purpose of the Association. The Association may also accept donations from third persons and act as fiduciary to pursue its purpose. The Association does not pursue commercial purposes and does not strive for profit.
In furtherance of the above-mentioned purpose the Association will seek to solicit the participation of all interested parties on a fair, equitable and open basis.
The Association is open for participation by any natural person representing an unincorporated entity as defined by the Board, corporation, partnership, association, trust, public or private non-profit research institution, governmental body, or other legal entity that supports the purpose of the Association, has an interest in participating in the activities of the Association and meets the membership acceptance procedures and criteria for one of the membership classes (“Membership Criteria”) defined by the Board.
Each Member that is organized as a legal entity, authority or private or public non-profit institution shall designate in writing or as otherwise defined by the Board one individual to act as its primary representative and an alternate to act in the event that the primary representative is not available.
A Member and its Affiliates will be deemed as one (1) Member for all Association votes and quorum calculations. “Affiliate” or “Affiliates” means any entity that is controlled by, under common control with, or that controls the subject party; and ‘control’ means direct or indirect control of more than fifty (50) % of the voting power to elect directors of an entity or, for any other entity, the power to direct management of such entity.
Applications for admission must be addressed to the Board. The Board renders the final decision on the admission of new members and the class of membership based on the Membership Criteria (regardless of the membership class, each admitted member, a “Member” and all together the “Members”).
The Association has multiple membership classes. Each applicant must apply for one of the following classes:
Sponsor Members (Voting Members): are Members that substantially support the Association in open collaboration initiatives. Sponsor Members (Voting-Members) have full voting rights and are entitled to:
Participating Members (Non-Voting Members): are Members that support the Association in open collaboration initiatives. Participating Members (Non-Voting Members) do not have voting rights in the General Assembly but are entitled to participate and debate in the General Assembly.
The Board may define additional rights and obligations for each membership class outside of the General Assembly or divide a class into subclasses or -groups in the Organizational Documents for the operational activities of the Association.
The annual membership fee for each membership class is determined by the Board. The Board may waive the collection of membership fees in general or only for specific type of entities, individuals representing unincorporated entities as defined by the Board, institutions or governmental bodies, or grant certain discounts to such type of entities, individuals representing unincorporated entities, institutions or governmental bodies based on non-discriminatory objective criteria.
Members may resign from the Association at any time, provided that they notify the Board (mail, e-mail, or any other method of communication as determined and notified to each Member in writing by the Board) at least thirty (30) days in advance.
The Board may expel a Member by written notice (i) in case a Member (a) fails to pay its membership fees (if any), (b) is in breach of these Articles or the Organizational Documents (defined in article 7), (c) engages in behavior detrimental to the interests of the Association, or (ii) for other good cause, as determined in good faith by the Board. The expelled Member may appeal against the Board's expulsion resolution within thirty (30) days of its written notice to the General Assembly. The appeal must be submitted to the Board and has suspensive effect. The General Assembly shall decide on the appeal by a simple majority of the votes represented, excluding the Member concerned.
Resigning or excluded Members do not receive a refund for any membership fees paid.
The participation and voting rights of resigned or excluded Members cease at the same time as the resignation or exclusion effective date.
Resigning or excluded Members have no rights against the assets of the Association unless granted by the Board. Any obligation of a resigning or excluded Member in these Articles and the Organizational Documents which, explicitly or by its nature, should survive resignation or expulsion of membership, will survive any such resignation or expulsion of membership.
The bodies of the Association are:
The General Assembly has the following powers:
The General Assembly can be held as a virtual (telephone or video conference) or physical meeting. It is possible to hold the General Assembly as a mixed physical and virtual meeting, in which the Members can decide whether to participate physically or virtually.
The Board may determine that all items on the agenda (including elections) shall be voted on by means of written / electronic communication (by mail, e-mail, or any other method of communication as determined by the Board, Urabstimmung), in which case the Board shall inform the Members about the results. This option is available to the Board also in the case of a General Assembly which shall be convened by request of Members.
The virtual or physical General Assembly will take place upon invitation by the chairperson, or by request of at least twenty (20) % of the Members. The notice can be made electronically (e-mail, online publication or other means of communication) or in writing and shall state the place (if not a virtual assembly) and/or the access information (if a virtual assembly) and time of the meeting. Meetings must be called at least twenty (20) days in advance.
Alternative motions by Members for the agenda can be sent to the Board within five (5) days after dispatch or publishing of the invitation notice with or without a reasoning. The Board shall publish alternative motions and any reasonings at least five (5) days before the virtual or physical General Assembly, provided that such alternative motions are supported by at least twenty (20) % of the Members and are subject to the power of the General Assembly.
No later than ten (10) days prior to the day of the ordinary General Assembly (as set out in the notice calling the General Assembly), the Board’s annual report and the auditors’ report (if any) shall be made available to the Members for inspection either at the registered office of the Association or online.
If no objection is raised by any Member, the Members may hold a General Assembly without observing the prescribed formalities of calling the meeting.
The General Assembly will be chaired by the chairperson or, in the case of its inability, another member of the Board attending the General Assembly as deputy of the chairperson (as determined by the Board). The same applies to the other obligations of the chairperson set out in the Articles.
Voting by written / electronic means (Urabstimmung) takes place upon invitation by the chairperson. The voting window shall be five (5) days and the deadline for submitting votes shall be communicated in the invitation. This voting window can be shortened if an emergency is present as identified by the chairperson and approved by at least two-third of the Board members.
The invitation to participate in the written / electronic voting has to be sent out or published at least twenty (20) days before the deadline for submitting votes and can be made electronically (e-mail or other means of communication) or in writing. It shall include the items on which resolutions shall be taken as well as the motions of the Board.
In the case of a written / electronic voting in lieu of an ordinary General Assembly the annual report issued by the Board, the financial statements of the Association as well as the report issued by the auditors have to be disclosed online at the same time as the invitation is sent out.
Alternative motions by Members for the written / electronic voting can be sent to the Board within five (5) days after dispatch or publishing of the voting material with or without a reasoning. The Board shall publish the alternative motions and any reasonings at least one (1) day before the voting window starts together with the final voting material which allows the Sponsor Members to vote on all motions received, provided that such alternative motions are supported by at least twenty (20) % of the Members and are subject to the power of the General Assembly.
Each Sponsor Member has one (1) vote at the General Assembly and for the written / electronic voting (Urabstimmung). A Sponsor Member and its Affiliates are treated for voting purposes also as one single Sponsor Member and all of a Sponsor Member’s Affiliates are aggregated into a single vote.
Votes are not transferable to another Member or a third person.
Unless otherwise required by law or these Articles, resolutions shall be passed and elections shall be made by the absolute majority of all votes present at the General Assembly
The chairperson of the meeting will have the casting vote.
The majorities for decisions of the General Assembly shall apply likewise to decisions taken by written / electronic communication (Urabstimmung).
In addition to such other special voting thresholds as may be provided for under these Articles, the following shall also apply:
Matter to be Voted On
Number of Affirmative Votes Required
Adopt and amend the Articles - 6.1 (a)
Simple majority of all Sponsor Members
2/3 majority of votes present
Dismiss members of bodies - 6.1 (b)
Simple majority of all Sponsor Members
2/3 majority of votes present
Supervise and grant discharge to the members of the bodies - 6.1 (e)
Simple majority of all Sponsor Members
2/3 majority of votes present
Dissolution of the Association - 13 (b)
Supermajority of all Sponsor Members
2/3 majority of votes present
Initially, all members of the Board including an interim chairperson shall be appointed during the inaugural General Assembly. Thereafter, the Board constitutes and amends itself (co-optation) and defines its organization.
The Board shall consist of a minimum one (1) member at all times and a maximum of forty (40) members.
Each Sponsor Member may designate a single observer to attend meetings of the Board when such Sponsor Member’s nominated member of the Board is unable to be present, provided that such member provides prior notice to the chairperson. An observer permitted to attend shall have the right to participate in the meeting but may not put forth or vote on any motion.
The Board operates, manages and administers the Association as well as performs all duties and powers assigned to it collectively or individually by: applicable law, the Articles or any other rules, policies, procedures, regulations, organizational regulations (all rules, policies, procedures, regulations and organizational regulations, including the Membership Criteria and any related member agreement enacted now or in the future within the Association, as amended, together the “Organizational Documents”).
Other than with respect to the powers of the General Assembly described in Article 6 - , to the extent permitted by mandatory law, all powers of the Association shall be exercised by the Board, including but not limited to the decision on registering the Association in the commercial register.
The Board shall set out the principles of its activities, on how it convenes for meetings, and the details of the operation of the Association in organizational regulations.
Each Board member has one (1) vote at the Board meetings, provided that Board members nominated by Affiliated entities will collectively have a single vote (see Article 4 above). In the event of an equality of votes, the chairperson shall have the casting vote.
The members of the Board act voluntarily and will not receive compensation for such voluntary office. They will be reimbursed, however, for any out-of-pocket expenses reasonably incurred.
The term of office for Board members nominated by Sponsor Members is generally one (1) year, subject to the provisions of the organizational regulations that may define staggered terms, conditions for extensions and dismissal. There shall be no prohibition on re-election or re-nomination of any member following the completion of that member’s term of office.
Every Board member, chairperson of the Management, executive director, any individual currently or formerly acting in such capacity and their personal representatives (each an "Indemnified Person") shall be entitled to be indemnified by the Association against all actions, proceedings, costs, damages, expenses, claims, losses, liabilities, fines or amounts made or threatened by reason of any act done or omitted in or about the execution of the duties of their respective offices or otherwise in relation thereto, including any advances of expenses to be incurred in defending any proceedings, whether civil or criminal, except to the extent that any of the foregoing arise through the Indemnified Person’s gross negligence or willful misconduct.
The Association shall maintain books and records as appropriate.
The accounting and fiscal year of the Association shall run from January 1 to December 31. The Board may, at its own discretion, determine an extra-long association year.
The financial resources of the Association shall consist of:
The Association’s financial obligations can and must only be satisfied from its assets. The Members of the Association shall not be personally liable for the obligations or debts of the Association.
The General Assembly elects a legal entity or natural person as auditor of the Association for one financial year.
The financial statements shall be prepared annually. The auditor shall annually audit the accounts, books and records of the Association in accordance with Swiss law, and shall be entitled to require such evidence as deemed necessary and appropriate to effectuate its duties.
The General Assembly may waive election of an Auditor if the Association does not exceed two of the following thresholds in two successive financial years:
This waiver also applies to the subsequent years.
The auditor shall prepare and deliver its audit report for the preceding calendar year to the Board no later than March 31 of each calendar year.
Any dispute, controversy or claim arising out of or in relation to the present Articles, including the validity, invalidity, breach or termination thereof, shall be submitted to mediation in accordance with the Swiss Rules of Mediation of the Swiss Arbitration Centre in force on the date when the request for mediation was submitted in accordance with these Rules.
The seat of the mediation shall be Zug in Switzerland.
The mediation shall be conducted in English.
If such dispute, controversy or claim has not been fully resolved by mediation within sixty (60) days from the date when the mediator(s) has (have) been confirmed or appointed by the Swiss Arbitration Centre, it shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date when the Notice of Arbitration was submitted in accordance with those Rules.
The number of arbitrators shall be one (1) for disputes of up to CHF 2,000,000 and three (3) for disputes above such amount.
The seat of the arbitration shall be Zug in Switzerland.
The arbitration shall be conducted in English.
The Association shall be dissolved:
ln case of dissolution and liquidation (i) the Board shall transfer the remaining assets (after payment of all debts) to a non-profit organization with a similar purpose; provided however, that (ii) if the Association fully tax-exempt association under Swiss law at the time of dissolution and liquidation, the remaining assets of the Association shall be transferred to another tax-exempt organization with a registered office in Switzerland with a similar purpose.
The distribution of the Association's remaining assets to the Members or members of any other body is excluded.
The Members have adopted the present Articles. The present Articles have entered into force today.
October, 20 2022, Switzerland