Article I. Purpose and application
These organizational regulations (“Regulations”) are adopted by the Board of the OMA3 association (“Association” or “OMA3”) and govern together with the applicable laws, the OMA3 articles of association (as amended, the “Articles”), the Organizational Documents (as applicable), the organization of the Association.
In case of any conflict or inconsistency between the applicable laws, the Articles or the Organizational Documents, the following order of precedence shall govern: (1) mandatory applicable laws, (2) the Articles, (3) these Regulations, (4) the other Organizational Documents. In case of any conflict or inconsistency between the other Organizational Documents, the one relating to the subject matter shall prevail.
The Board may modify or amend any rule(s) in these Regulations or in the other Organizational Documents at any time within the purpose of the Association for good governance.
Article II. Definitions
Terms not otherwise defined in these Regulations shall have the meaning assigned to them in the Articles.
“Board of Directors” or the “Board” means the group of individuals charged with directing the activities and affairs of the Association in accordance with Article 7 of the Articles.
“Executive Director” means the executive director of the management as defined in Article IV (1) (1.1) of these Regulations.
“Chairperson” means the Board member elected by the other Board members to preside over the Board.
“General Assembly” means the meeting of the Members and the resolutions by means of written/electronic means (Urabstimmung), as defined in the Articles.
“Member” means a member of the Association as defined in the Articles.
“Membership Criteria” means the criteria and procedures to become a Member as defined in the Articles.
“Secretary” means the secretary of the management as defined in Article IV (1) (1.2) of these Regulations.
“Sponsor Member” means a member of the class ‘sponsor member’ as defined in the Articles.
“Treasurer” means the treasurer of the management as defined in Article IV (1) (1.3) of these Regulations.
“Working Groups” means working groups for Association initiatives as defined in Article VI (1).
Article III. Board
The Board constitutes and amends itself (co-optation) and designates its Chairperson other roles as appropriate. The selection of candidates by the Board is limited to the candidates nominated by the Sponsor Members for election. Each member of the Board nominated by a Sponsor Member shall be and remain an employee, officer, or director of the Sponsor Member that nominated such member.
A non-election of a nominated member by a Sponsor Member or the dismissal of such a member (once elected) is only permitted for valid reasons, including but not limited to situations, where (i) a nominated member does not comply with the requirements in the applicable laws, the Articles, these Regulations, or the other Organizational Documents, or (ii) the election of a nominated member is objectively detrimental to the interests of the Association, or (iii) the maximum number of members has been reached.
The Board shall consist of a minimum of one (1) member at all times and a maximum of forty (40) members. The number of Board members shall correspond to the total number of Sponsor Members . If at any time there are more than forty (40) Sponsor Members, then any individual or entity that thereafter becomes a Sponsor Member becomes entitled, in the order of becoming a Sponsor Member, to individually nominate a member of the Board for election by the Board upon: (i) the resignation or termination of a Sponsor Member that was entitled until its resignation to nominate a member of the Board, (ii) notice by a Sponsor Member entitled to nominate a member of the Board that it is waiving its right to nominate or replace a member, and the resignation or removal of any member of the Board then serving that had been nominated by such Sponsor Member, or (iii) the amendment of these articles of association to expand the number of Board members available to be filled by Sponsor Members.
All Board members shall hold office until their dismissal, or their respective successors are elected or their resignation. Except for adjustments that the Board may make in the future to maintain or create staggered terms upon any increase or decrease in the authorized number of members, the term of office for Board members is one (1) year; such term of office shall run from January 1 to December 31 of the calendar year after election or from July 1 to May 31. The Board shall make provisions to stagger the terms of members so that each half-year the terms of as close as possible to one-half of its members shall expire. There shall be no prohibition on re-election or re-nomination of any member following the completion of that member’s term of office. Elections of members whose terms are expiring in any calendar year shall be held in the quarterly election meeting prior to the expiration.
The effective term of a Board member will cease regardless of the one-year (1) term upon (i) his or her death, (ii) the resignation of the member, termination of employment, directorship or the engagement as officer by the appointing Sponsor Member, (iii) appointment of a successor or replacement member by the Sponsor Member, or (iv) when the appointing Sponsor Member ceases to be a Sponsor Member.
The powers and tasks of the Board include:
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.
At the invitation of the Chairperson or the Secretary, the Board holds meetings as often as the operation of the Association requires, but at least one meeting every quarter. One-third of the members of the Board may request, by stating the agenda items and motions, that a meeting be convened by the Chairperson or the Secretary. In the absence of the Chairperson or the Secretary convening a validly requested meeting within thirty (30) calendar days from such request date despite a written reminder sent by the requesting members copying in all other Board members, such requesting members may in such case convene the Board meeting in the Chairperson’s and the Secretary’s stead.
Meetings may be convened by letter, telefax, email or any other method of communication enclosing the agenda items and motions at seven (7) days prior to the date of the meeting. This period may be shortened if this is necessary from an operational point of view or if it benefits the Association.
No resolutions may be passed on items not included in the agenda without the consent of two-thirds of the members of the Board.
The Board constitutes a valid quorum, if the majority of its members are present. If the quorum is not reached, the meeting shall be postponed and called against with at least seven (7) days prior notice. In this case, the Board is duly constituted with the presence of at least ten (10) members. If the Board (temporarily) consists of less than five (5) members, then all members must be present.
Subject to Article V(6) below, each Board member has one (1) vote at the Board meetings. In the event of an equality of votes, the Chairperson shall have the casting vote. The resolutions of the Board are generally adopted by the majority of votes present (one person one vote), unless otherwise required. The following matters require a two-third majority of the members present:
Board meetings can be held as physical meetings, by telephone conference or video conference call.
Board resolutions may also be passed by way of circular resolution by mail, e-mail, or any other method of communication as determined by the Board, unless the mandatory applicable law requires otherwise, or a member of the Board demands an oral deliberation.
Minutes recording the deliberations and resolutions (same quorums as for physical or virtual Board meetings) of the Board shall be kept. The minutes shall be signed (wet-ink or by electronic signature, if not otherwise required by applicable laws) by the Chairperson and the Secretary.
Each member of the Board may request information on all matters relating to the Association. In the meetings, all members of the Board and any management officer, committee, working group, sub-committee, -group, or other sub-body are obliged to provide information. If a member of the Board requests information or inspection of business documents outside the meetings, such member shall address this request in writing to the Chairperson.
On request of the Board, the Executive Director, each chair of a committee, working group, sub-committee, -group, or other sub-body informs the Board about the current course of business and their focus. Extraordinary events must be brought to the attention of the Board without delay.
Except as may be otherwise provided under provisions of law, the Board, in its sole discretion, may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any particular agent of the Association (including a director, officer, employee, or other agent of the Association) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Association would have the power to indemnify the agent against such liability under the Articles, or applicable provisions of law.
Article IV. Management - officers
The Board may appoint one or more officers and delegate the day-to-day operation, management and administration of the Association. The main functions within the management are: the (i) the Executive Director, (ii) the Secretary, and (iii) the Treasurer. The Executive Director shall be the chair of the management and head of the group. The management may also elect another member as chair.
The Board may define the rights and duties of each officer in a separate agreement. Each officer may engage third parties to undertake any of its activities, provided that the relevant officer enters into appropriate contracts protective of the Association, and ensures compliance with terms and conditions of these Articles, these Regulations, and the other Organizational Documents.
If the Board does not appoint any officers or only officers for few of the defined functions in this Article IV, such unfilled functions remain with the Board.
The officer acting in the capacity of Executive Director, will, subject to the control of the Board, supervise and control the operational affairs of the Association and the activities of the other officers and other employees or service providers.
The Executive Director of the Association will perform such undertakings as are necessary to manage the day-to-day needs of the Association, including:
Furthermore, the Executive Director keeps the overall interest and direction of the Association and is the ‘spokesperson’ of the Association (i.e. is authorized to communicate with journalists, analysts and media on behalf of the Association).
The Executive Director may act as the secretary at Board meetings in the event that the designated Secretary is unavailable to attend such Board meetings, and will perform the duties of the Secretary during any such Board meeting in addition to the duties of the Executive Director.
Except as otherwise expressly provided by law, by the Articles, or by these Regulations, or the other Organizational Documents, the Executive Director will, in the name of the Association, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board.
The Secretary will take care of the corporate housekeeping of the Association, including:
The Treasurer manages the funds of the Association, including:
The Association may also have such other officers with such titles as may be determined from time to time by the Board. New officer positions can be created by the Board. The creation of the officer position must contain the following description: (i) Name of position; (ii) a task description; and (ii) duration.
Officers will be elected by simple majority vote of the Board at each annual meeting of the Board and each officer will hold office until such officer resigns, or is removed or is otherwise disqualified to serve, or until a successor will be appointed at the next annual meeting, whichever occurs first.
Subject to the terms and conditions of individual agreements and mandatory applicable laws, the Board may remove any officer from the officer’s elected office, either with or without cause, at any time.
The effective term of an officer will cease upon (i) his or her death, (ii) the resignation of the officer, termination of employment, directorship or the engagement as officer by the appointing Sponsor Member, (iii), or when the appointing Sponsor Member ceases to be a Sponsor Member.
Any officer may resign at any time by giving written notice as set out in the individual agreement (if any) to the Board or to the Chairperson, or the Secretary of the Board.
The management shall meet at least monthly and whenever a meeting is requested by one of its members. Meetings are chaired by the chair.
The management passes its resolutions by a majority of the votes casted. Each member of the management has one vote. In case of vote parity, the chair shall have the casting vote.
The officers report to the Executive Director. The Executive Director reports to the Chairperson. On request of the Board, the Executive Director shall inform the Board on the state of affairs of the Association so as to allow the Board to comply with its statutory duty to ultimately manage and supervise the Association. If deemed necessary or appropriate, the Executive Director or the Board may request the participation of other officers.
At any time, the Executive Director shall report without delay to the Board all significant changes, developments and events affecting the business of the Association.
Except for the Executive Director, whose services may be provided pursuant to a consulting and services agreement between the Association and an outside contractor, officers will serve without compensation by the Association, unless the Board authorizes compensation. Nothing herein contained will be construed to preclude any officer from serving the Association in any other capacity as an agent, employee, or otherwise, and receiving compensation therefore.
The provisions of this Section 5 will be superseded by any conflicting terms of a contract that has been approved or ratified by the Board relating to the employment of any officer of the Association.
Article V. Membership
The Association has classes of membership. The Association is open for participation by any natural person (or persons) representing a decentralized unincorporated entity in the Web3 industry, 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 Criteria defined in this Article V..
Admission to membership in the Association is subject to the conditions that an applicant executes the member agreement, accepts to be bound by the Articles and the Operational Documents, and pays the fees for the relevant membership class.
Applicants for membership in the Association must meet the following criteria:
Applicants for Sponsor Member must meet the following criteria in addition to the general criteria:
Sponsor Members have full voting rights in the General Assembly and are entitled to:
Participating Members are divided into Creator Members and Community Members as subclasses. They do not have voting rights in the General Assembly but are entitled to participate and debate in the General Assembly.
Applicants for Participating Members must meet the general Membership Criteria set out above.
Creator Members are entitled to:
Community Members are entitled to:
Representatives of Affiliates of a Member are permitted to participate in all activities in which representatives of the Member are permitted to participate. Affiliates may also elect to join as independent Members, provided that Affiliated entities will be deemed to be one Member for all Association votes and quorum calculations. If a Member is itself a consortium, membership organization, user group or other entity which has members, then the rights and privileges granted to such Member shall extend only to the paid employees or volunteer leader of such Member, and not to its members or users.
The annual dues payable to the Association by each class of Members will be established and may be changed from time to time by resolution of the Board. The Association may establish from time to time additional fees for Members with representatives serving on the Board. Initial dues will be due and payable upon written commitment to join the Association. Thereafter, yearly dues will be due and payable as specified in the member agreement or any other Organizational Document or on the invoice. If any Member is delinquent in the payment of dues, such Member’s rights will be deemed suspended upon written notice from the Association until all delinquent dues are paid and the Board may expel the Member according to the Articles.
The Association will keep a participant roll containing the name and address, including electronic mail addresses, of each Member, the date upon which the applicant became a Member, and the name of one individual from each Member organization who will serve as a primary contact for the Association, receive all correspondence and information, distribute this information within the Member’s organization, and vote on all issues submitted to a vote of the Member. Termination of the membership any Member will be recorded in the roll, together with the date of termination of such participation.
Article VI. Committees, Working Groups, sub-committees, -groups, or -other sub-bodies
The Board may create committees, working groups, sub-committees,- groups, or other sub-bodies and define the scope of activity, as well as establish rules, policies, procedures and regulations, specifications, and terms and conditions, which lay down requirements, the type of collaboration, participation conditions, rights and obligations of each participant or member and competencies of each committee, working group, sub-committee, -group, or other sub-body.
All participants, members or natural or legal persons otherwise involved in any initiative, committee, working group, sub-committee, - group or other sub-bodies are bound (as applicable) by the Articles, these Regulations and the other Organizational Documents.
The Association will have such groups of Members as may from time to time be designated upon vote of the Board (“Working Groups”). Meetings and actions of Working Groups will be governed by, noticed and held in accordance with Article VI (1).
Any Sponsor or Creator Member may propose to the Board the establishment of one or more Working Groups to carry out the work of the Association. Such a proposal will include the proposed charter of such Working Group, and the Sponsor or Creator Members that initially desire to participate in such Working Group. The Board will (1) approve or disapprove the formation of each Working Group, (2) approve or disapprove the charter of such Working Group or propose a different charter, (3) appoint the initial chair of such Working Group from among the Sponsor and Creator Members, which chair will serve for a term of two (2) years after which time the Board must either replace or reappoint said chair, and (4) appoint the initial vice chair of such Working Group from among the Sponsor and Creator Members, which vice chair will serve for a term of two (2) years after which time the Board must either replace or reappoint said vice chair. The Board will provide timely notice of the formation and chair of each Working Group to all Members as the approved charter that will govern together with the Articles and the Organizational Documents the actions of such Working Group. Without limiting the powers of the Board, all output of Working Groups, including but not limited to draft specifications, and modifications thereto, will be subject to review and approval of the Board in accordance with the Organizational Documents prior to publication or disclosure by the Association and before becoming binding upon the Association and the Members.
The Board may provide a charter template that defines the fundamentals for the organization of Working Groups and other templates that must be used for making any proposals and for Working Group operations.
Any Sponsor or Creator Member in good standing is eligible to participate in any Working Group. Members may first be required to enter into any additional agreement or accept additional terms and conditions as required by the Board and the charter of the Working Group.
It is the duty of the vice chair to document and record the Working Group’s activities.
Working Groups will hold regular meetings on a schedule as determined by such Working Group. The noticing of meetings of the Working Group and the governance thereof will be defined in the charter. When practical, Robert’s Rules of Order will be used as a guide in the conduct of meetings.
The Board may vote to terminate any Working Group either upon a determination of the completion of its charter or otherwise.
Every Working Group shall operate under a charter, approved by the Board. The charter shall be updated and approved as needed. Discussions outside the charter are not allowed. In addition, every Working Group shall develop and maintain a workplan, release schedules, and milestones.
The Board may develop and publish guidelines which establish the objective minimum requirements for specifications being developed by Working Groups, as part of the charter.
A participant of a Working Group may be temporarily or permanently removed from a Working Group, if such participant has repeatedly violated the charter guiding the Working Group, the Articles or Organizational Documents.
The Working Group chair can remove a participant from an ongoing meeting after an appropriate warning has been provided and the participant continues such violations. The Working Group chair can temporarily remove a participant from future meetings in consultation with the Board. Permanent removal requires Board approval. The Board shall follow due process and hear the participant prior to determining the cause of action.
Working Group meetings may be conducted as face-to-face meetings, telephone conference or video conference calls.
Meeting quorum is defined as fifty percent (50%) or more of eligible voting participants. In the absence of a quorum, a meeting can be held as an informative meeting. A Working Group may agree to organize ad-hoc meetings, outside the regular Working Group schedule.
Ad-hoc meetings shall not count towards voting eligibility and shall not require a quorum. Decisions shall not be made, even if a quorum is reached.
Every Working Group meeting shall record detailed meeting minutes. Working Group meetings may be recorded to support the writing of minutes, if no one in the meeting is designated for taking minutes. Recording of a meeting requires unanimous consent from all meeting participants. Recordings are to be deleted after approval of the minutes. Meeting minutes shall be published in the Working Group’s domain of the Association’s document management system. Meeting minutes or an extract of them can be published to all Members or can be made available outside the Association, after approval from the Board. In that case, the Working Group shall develop publication guidelines.
An agenda for every Working Group meeting shall be provided at least three (3) business days prior to the Working Group meeting. The meeting shall go over the following topics:
Telephone conference or video conference calls for meetings shall be announced at least one (1) week prior. Recurring meetings do not require individual notices. Face-to-face meetings shall be announced at least fifteen (15) days prior to the start of the meeting. Ad-hoc meetings shall be announced in a prior recurring meeting.
The Working Group leadership is always encouraged to reach consensus whenever possible. Working Group leadership should take into account the viewpoints of all voting participants. Additionally, the project scope, workplan, release schedules, and milestones, as approved by the Board should all be taken into account. For all Working Group actions quorum shall be met.
Consensus approval of issues can be done through unanimous consent, i.e., without any raised objections. Abstentions are allowed. The issues resolved through unanimous consent shall be documented in the meeting minutes.
Consensus can also be reached through voluntary consensus, where a participant voices a minor dissent, but the dissenting participant agrees to move forward on a voluntary consensus basis, after the dissent has been heard and addressed or discussed. The dissenting participant can ask the dissent to be recorded in the meeting minutes.
If unanimous approval cannot be reached, the Working Group may use non-binding straw polls at any time to obtain a sense of the participants' views. Straw polls may be executed without pre-announcement, at the discretion of the Working Group chair. At the discretion of the Working Group chair, non-eligible voting participants can be included in the straw poll.
When consensus cannot be reached, voting may occur at the Working Group level. Announcing and holding votes is entirely at the discretion of the Working Group chair. Votes shall be announced in the meeting agenda at least twenty-four (24) hours prior to the Working Group meeting in which the voting will occur.
To execute a formal vote, the Working Group chair shall formulate clearly defined motions with a clear indication of the voting positions. Valid positions are affirmative, negative or abstain. Abstains are considered deference to the affirmative result. Motions shall be submitted and seconded by separate eligible voting participants. Formal votes can be executed through a roll call vote during a meeting or via an electronic ballot. Electronic ballots shall be open for at least seven (7) days.
A formal vote can only be executed or set up (in case of an electronic ballot), if fifty (50) % or more of the total eligible voting participants are present. A simple majority of eligible voting participants may request a secret vote. Otherwise, all formal votes are not secret. Proxy voting is allowed in case of an electronic ballot, subject to support from the voting tool.
A properly announced Working Group vote on a motion shall pass, if at least 2/3 of eligible non-abstaining votes cast an affirmative vote to approve the motion.
Success = [ (Affirmative) / (Affirmative + Negative) >= 2/3 ]
If a motion cannot be formulated as a simple Yes/No motion, voting shall be executed through ranked-choice voting. The option receiving the least number of votes shall be removed and replaced by the voter’s next choice, which has not been eliminated yet. If more than one option has the same least number of votes, all these options are eliminated. Elimination of options shall be done until either one option has received at least 2/3 or all votes or only two options are left. In the latter case, if one of these two options receives at least 2/3 of all votes, the vote passes and the option is approved. Otherwise, the vote failed. If through elimination less than two options survive, the vote fails. The issues resolved through formal voting shall be documented in the meeting minutes, including the voting results and voting participants in case of a non-secret vote.
Participating Sponsor and Creator Members are eligible to vote in Working Group decisions, if their attendance has been recorded in at least two (2) of the last three (3) regular meetings (not including the current meeting) of the Working Group. Meetings which stretch over multiple sessions count as one meeting. Ad-hoc meetings are not included in eligibility calculations.
In case of a newly created Working Group, voting eligibility is granted to all participating Sponsor and Creator Members present in the first three (3) regular meetings.
Voting eligibility with electronic ballot shall be based on the voting list from the last Working Group meeting prior to the voting notice being issued. Only one representative of each participant shall participate in a vote (i.e., 1 Member, 1 vote).
The Working Group meetings are meant to provide a free and open environment in which issues are identified and discussed regarding topics necessary for meeting the Working Group’s deliverable output requirements. Meeting order is based on common courtesy. The Working Group chair has discretion to establish the degree to which formal rules of order are to be observed, utilizing Robert’s Rules of Order, as a guide in the conduct of meetings.
Article VII. Miscellaneous
All Board members, officers and other natural or legal persons (including members of the General Assembly) that perform any duty for the Association shall perform their duties with diligence and in good faith in the best interest of the Association.
All Board members, officers and other natural or legal persons (including members of the General Assembly) shall observe confidentiality in all matters relating to the Association's activity, in accordance with the confidentiality provisions of the IPR Policy where applicable.
Except if otherwise defined by mandatory laws or as required to exercise mandatory rights, all Board members, officers and other natural or legal persons (including members of the General Assembly) must return all files relating to the Association by the end of their term of office or membership at the latest.
All Board members, officers and other natural or legal persons (including members of the General Assembly; on matter outside of the General Assembly) that perform any duty for the Association must declare the nature and extent of:
In case of conflict of interest the Board member, officer or natural or legal person in question shall withhold its vote (if any). The member can be present for the deliberations (if any), but not for the decision regarding the matter. If it is unclear whether the interests or duties of a Board member, officer or natural or legal person may lead to a conflict of interest, the Board shall decide whether there is an actual or potential conflict of interest.
The Board may establish further conditions and requirements for conflict of interests and establish rules, policies, procedures or regulations in this regard.
These Regulations and any other Organizational Document are governed by substantive laws of Switzerland Any dispute, controversy or claim arising out of or in relation to these Regulations or any other Organizational Document, including the validity, invalidity, breach or termination thereof, shall be subject to the mediation and arbitration clause in the Articles.
[●name, Chairperson of the board], Chairperson, [●date]