incorporation_statement

# Transparent Incorporation Statement

This incorporation statement has been created based on a series of read only tenets, publicly published here on on https://github.com/thetransparent/company/.

##1.1 Preamble

This Transparent Company (T Corp) Incorporation Statement (IS) has been created to serve as a set of hierarchical rules governing the operation of T Corp. In the event there are any conflicts between this T Corp IS and Regional by-laws, the IS is subordinate to the regulations set forth in the by-laws.

##1.2 Objective

As of the date of agreement of this document, it is agreed by the Company Directors signing this document, that it adheres to ethical tenets published on burnzero.com/tenet, these will be uneditable for the duration of the existence of the T Corp and include:
The primary purpose of the entity is beneficence and the entity may actualise this via externality minimisation

All action performed by the corporation must be processed through a system that is based on real-time transparency, in the form of a series of non-editable disclosures

The entity may not harm humanity, or, by inaction, allow humanity to come to harm
The entity must obey the orders given to it by human beings, except where such orders would conflict with the First or Third point
The entity must protect its own existence, as long as such protection does not conflict with the First or Third Law

##1.3 Decentralised Semi-Autonomous Organisation (DSAO)

The T Corp is a DSAO, that is working towards becoming a Fully Autonomous Decentralised Organisation (DAO) (See Section 4. Roadmap). Core elements of a DSAO include:

All financial, programable, governance and strategic transactions (“all actions”) are logged in real-time and maintained on a radically transparent, publicly readable, decentralised repository
Any agreed changes regarding all actions within the T Corp will be published to the Decentralised Repository within three (3) business days
The DSAO is registered with the applicable regulating body of the host country in which it is domiciled

###1.3.1 DSAO Repository (DR)

The Decentralised Repository (DR), is an uneditable, publically available portal which records the actions of the organisation situated at https://burnzero.com/

1.3.1.1 DR Users (DRU)

A user who reads the Decentralised Repository but does not apply for membership. This type of user includes anyone who navigates to the BurnZero home page https://burnzero.com/.

1.3.1.1.1 Decentralised Repository Members (Members)

Members are DRU, who have privileges inside of the DSAO Repository. These privileges are granted by the Administrators (a full hierarchy can be seen in Figure 1. below).

images/transparent_hierarchy.png
Figure 1. Hierarchy of Decentralised Repository Users

1.3.1.1.1.1 Decentralised Repository Administrators

The singular peak administrative account of the DR is open to be accessed by all Directors of the company. On the primary DR, https://burnzero.com/ this account is termed WikiSysOps. New Directors are restricted to the pool of Counter_administrator Members (See section 1.3.1.1.1.2). Once suggested by administrators for inclusion, a quorum with unanimous agreement is required to grant new applicants access.

The Board represents the T Corp to the outside world and decides on the principles of the work of the organisation. The Board is elected by General Meeting for a term of two (2) years. The Board, as elected at the founding meeting, is as such, elected for a term of two (2) years.

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. In addition, 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 company premises etc.
Convocation and preparation of the General Meeting; the direction of the General Meeting
Accounting, preparation of the Annual Report and the fulfilment of all applicable statutory and regulatory obligations
Issuing of orders as well as the conclusion and the termination of labour, works and other contracts, which are concluded with third parties to assist in the fulfilment of the association’s statutory duties

1.3.1.1.1.1.1 Incorporation Statement Amendments

The T Corp Board of Directors may amend the T Corp IS as laid out by this document. These amendments must be published within three (3) business days prominently on the relevant DR. Any Director of the T Corp may appeal any such modifications. Appeals are arbitrated by the T Corp Arbitration Forum (TAF) (see section T Corp Arbitration Forum). Members of the T Corp may also propose modifications to the T Corp Governance Process. 

1.3.1.1.1.2 Counter-Administrators

A Counter-Administrator is a type of user in https://burnzero.com/ that has requested an account via  https://burnzero.com/Special:RequestAccount; and has been included within the DRU Membership by unanimous agreement of a quorum of Administrators.

1.3.1.1.1.2.1 Subversion Requirements

It is the main duty of Counter-Administrators to test whether these principles are upheld by the Administrators. An Administrator may present evidence to other Administrators, with a unanimous vote requirement, for any Administrator to be removed as Director. An additional incentive for subversion is the rolling Ethical Governance Bounty featured in section 1.5.2 of this document.

1.3.1.1.1.1.2 Working Groups (WGs)

T Corp Working Groups are established to facilitate the collaboration between the T Corps Members. WGs are specialist task forces that focus on recommendations to Administrators and co-creating respective standards.

1.3.1.1.1.1.3 T Corp Arbitration Forum (TAF)

The T Corp Arbitration Forum (TAF) is the internal 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 prior decisions of the Board.

If a proposal is rejected by the T Corp Board of Directors, the entity, whose proposal was rejected, has the right to appeal. The TAF will base its decision on the spirit of the T Corp Tenets and governance guidelines, as outlined 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.

1.3.1.1.1.1.4 Extra Working Group Entities

Extra-Working-Group-Entities are agile, mostly self-governing groups within the T Corp. 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. This is explicitly wished in the case of public events which are organised by the T Corp, or its Extra-Working-Group-Entities.

Extra-Working-Group-Entities can be, but are not limited to:

Events
Conferences
Hackathons
Meetups

##1.4 Code of Conduct

###1.4.1 Preamble

This Code of Conduct includes a set of principles and values that reflect the beliefs of Members and their expectations towards their counterparties.

The T Corp Code of Conduct is based on international conventions such as the Universal Declaration of Human Rights; the Guiding Principles on Children and Entrepreneurship; the United Nations Guiding Principles on Business and Human Rights; the OECD Guidelines; and the UN Global Compact (Sustainable Development Goals) bound within the overarching Tenets published via https://burnzero.com/tenet.

Members accept the T Corp’s Code of Conduct and are obliged to adhere to its principles. Members engage in a constructive and open dialogue with their business partners and stakeholders, in the pursuit of ethically-responsible, economic activity. Members not adhering to this Code of Conduct may have their Membership in the association terminated following a vote by the Board of Directors.

###1.4.2 Interpretation

The T Corp Code of Conduct covers all Members. The T Corp Governance Process and the T Corp by-laws are an integral part of the T Corp Code of Conduct. The T Corp Code of Conduct should thus be read, and interpreted, in conjunction with these two (2) key documents.

##1.5 Our Values

By adopting the T Corp Code of Conduct and implementing it in their work, T Corp Members are informed by the following values:

Pursuit of Sustainable Development Goals SDGs

The core value of this business is to generate profit by reducing negative externalities and increasing the positive externalities of traditional business. The main focus of the operation is to reduce environmental degradation whilst promoting inclusivity, prosperity, peace and justice. Our main objective is that we achieve the goals set out in our roadmap set in Section 4 of this document.

###1.5.1 Implementation

The principles, as set out in the T Corp Code of Conduct, establish the objectives and minimum expectations on the social behaviour of T Corp Members within the T Corp. While it is not possible to ensure full compliance with the Code by all Members at all times, T Corp Members must take appropriate measures to comply with the principles of the T Corp Code of Conduct.

Compliance with national legislation is the first duty of the Members. In countries where national laws and regulations conflict with the T Corp Code of Conduct, T Corp Members should seek ways of complying with those principles that best meet T Corp principles.

1.5.1.1 No Discrimination

T Corp Members are anonymous to one another. Members are prohibited from identifying individuals based on gender, age, religion, race, caste, birth, social background, disability, ethnic or national origin, nationality, 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.

1.5.1.2 Reasonable Remuneration

T Corp Members shall comply with these principles if, without prejudice to the specific expectations set out in this Agreement, they respect workers’ rights. This includes the right to adequate remuneration, sufficient to enable Members and their respective families to live decently, in addition to any applicable social benefits, provided by the Member's host nation's national body of law.

T Corp Members are required to meet the legal minimum wage requirements of the host country, or higher, if the industry standards are approved based on collective bargaining.

The wages are payable on time, regularly and completely in legal tender. A partial payment in kind is permitted in accordance with the limits and requirements set out by local regulations. The level of wages must reflect the qualifications and educational level of the employees and refers to the regular working hours.

1.5.1.3 No Child Labor

T Corp Members must 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 sixteen (16) years of age. This principle is intended to protect children from any form of exploitation in connection with T Corp activities.

1.5.1.4 No Forced Labour

Members may not resort to any form of servitude, forced or compulsory labour, serfdom, human trafficking or involuntary labour to directly, or indirectly, support T Corp operations.

1.5.1.5 Ecological Protection

Members shall comply with this principle if, without prejudice to the specific expectations set out in this Code of Conduct, they take the necessary measures to prevent environmental damage resulting from their activities within the T Corp.

1.5.1.6 Ethical Business

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 blackmail, embezzlement or any form of bribery, including, but not limited to, the promise, offer or grant of any unfair financial, or other incentives.

Members are expected to have accurate information about their activities, structure and performance and to take action to disclose this in accordance with applicable regulations and industry benchmarking practices, especially concerning T Corp matters.

1.5.1.7 Data Protection

Members must take reasonable care regarding the collection, storage and use of personally identifiable information (including the data of employees, business partners, customers, and consumers within their sphere of influence). Specifically, where required Members should adhere to industry best practices for GDPR compliance for all T Corp business. Furthermore, T Corp Members should additionally adhere to the T Corp Intellectual Property Rights Policy.

1.5.1.8 Responsibility for Developed Software

Members are advised to take on a social constructivist point of view on technology. The Corporation 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, as technologies are responsible for better or worse, since they are not merely tools people use for their ends. Developers within the T Corp will take this perspective into account when designing and implementing distributed systems.

1.5.2 Ethical Governance Bounty

To ensure Directors abide by the Values encompassed in s1.5 of this document a bounty is offered to any reader of the central repository of a rolling total of 1% of all revenues of the company to that point in time.

#2. Membership

Decentralised Repository Members (Members) are to only be natural persons, not legal entities (public or private entities). T Corp membership admission takes place after a written application by the potential Member is approved by a confirmation of the T Corp Board of Directors.

##2.1 Rights and Obligations of Members

2.1.1 General Rights & Obligations of Members

Each Member is obliged to inform the T Corp about changes in a member’s name, residential and registration address, email address, mobile and fixed telephone number, unsolicited immediately. Costs incurred by the T Corp for such investigations must be reimbursed by the Member. The costs of legal action for any (judicial) assertion of claims against a Member, which may be incurred by the T Corp, are also to be reimbursed to the T Corp by the Member.

All T Corp Members agree to abide by the rules, as set forth by the T Corp Code of Conduct.

2.1.2 Proposal Permissions

Members are permitted to propose (https://burnzero.com/Proposals) and receive commissions (https://burnzero.com/Commissions) from DSAO funds. 

2.1.3 Compensation

Each Member shall bear all of its own costs and expenses related to Membership in the T Corp including, but not limited to, the compensation payable to Members employees and consultants that participate in the T Corp 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 outlined in these Membership Rules, the Membership Agreement, or in the by-laws, Members understand and agree that Members have no rights of reimbursement from the T Corp. 

Members however can propose works to be commissioned which will fulfil the Roadmap. The decision over how to allocate this funding is entirely up to the Board of Directors but such decisions may be appealed to the T Corp Arbitration Forum.

2.1.4 Working Group Permissions

Members can also act as Participants of a Working Group (WG), these individuals can participate and will have voting rights concerning 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.

2.1.5 Compliance with Policies

Members agree to abide by and shall have all applicable rights and obligations as outlined in, the T Corps by-laws, the T Corps Intellectual Property Rights Policy (the IPR Policy), and all additional policies and procedures adopted by the T Corp, as may be amended from time to time, in accordance with the T Corps by-laws.

2.1.6 Compliance with Licences

Members review, and agree to abide by the T Corp’s Intellectual Property Rights Policy (IPR Policy). Members shall have all rights and obligations, as may be amended from time to time, in accordance with the T Corp’s by-laws. Members agree to follow all licensing procedures as outlined in the T Corp’s Intellectual Property Rights Policy unless otherwise agreed to, in accordance with the T Corp’s by-laws and IPR Policy.

2.1.7 General Meeting

The General Meeting takes place at least once a year at the invitation of the Board of Directors but for the first time in the calendar year 2022. An extraordinary General Meeting shall be convened if the Board of Directors resolves the convocation for urgent and important reasons. All Members of the T Corp are entitled and encouraged to participate in the General Meeting.

The General Meeting shall be called by the Board of Directors with a notification period of at least two (2) weeks, including the General Meetings agenda. The deadline begins on the day following the dispatch of the letter of invitation, or the invitation email. 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 email to the last known email address of the Member is sufficient.

The General Meeting decides in particular:

Election and discharge of the Board of Directors;
Determination of Membership fees and resolution of the contribution regulations;
Acceptance of the reports of the Board of Directors;
Resolution on motions to the General Meeting;
Resolution on amendments to the by-laws of the T Corp;
Dissolution of the T Corp

Each duly convened General Meeting has a quorum. All decisions are taken by a simple majority of the voting Members present. Amendments to the by-laws require a majority of three-quarters of those present, as well as decisions on the change of the purpose of the T Corp or the dissolution of the T Corp. They can only be taken if they have been previously announced in a written format to each of the Members. The proceeding of the General Meeting of the T Corp is to be documented in the official meeting minutes. A scribe will be responsible for ensuring the accuracy of these minutes.

In principle, all elections and votes are aimed to be held by a distributed-based voting system. In case of a tie, both Directors have double voting rights.

The General Meeting elects the Members of the Board of Directors 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 tie will be broken by the drawing of lots.

##2.2 Termination of Membership

Membership shall terminate upon the occurrence of any one or more of the following:

(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 relieve the Member from any payment obligations the Member may have to the T Corp as a result of obligations incurred or commitments made before resignation. Except as otherwise outlined in these by-laws, 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.

(b) Expulsion, Termination or Suspension

The Membership of any Member may be terminated For Cause upon the affirmative vote of two-thirds (2/3) of the Members of the Board after a hearing duly held in accordance with this Section. As used in this Section, here, a two-thirds (2/3) vote means two-thirds (2/3) of the Members of the Board exclusive of any director who is facing expulsion or suspension (any such director, shall be referred to as the Affected Director). For purposes of this Section For Cause shall mean that the Member has materially breached the Membership Agreement, Code of Conduct, by-laws, IPR Policy, Antitrust Policy and/or other related T Corp agreements or policies, and has not cured such breach within thirty (30) days of receipt of written notice from the T Corp.

Such determination shall be made in the sole and absolute discretion of the Board (excluding the affected Director). Following the determination by the Board that a Member should be terminated, the following procedures shall apply:

A notice shall be sent by mail by prepaid, first-class or certified mail to the most recent address of such Member as shown on the T Corp’s records, setting forth the termination and the reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the termination.

The Member being terminated shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held no fewer than five (5) days before the effective date of the proposed termination. The hearing shall be held by the T Corp’s Board. The notice to the Member of its proposed termination shall state that such Member is entitled, upon request, to such hearing, shall state that date, time and place of the hearing will be established upon receipt of the request, therefore, and shall state, that in the absence of such a request, the effective date of the proposed termination.

In the event that a hearing is held, then following such hearing the Board (excluding the affected Director) shall decide whether such Member should be terminated, or sanctioned via written reprimand as determined by the Board; provided, that, any such decision to terminate or sanction such Member must be approved by a vote of two-thirds (2/3) of the Board (excluding the ffected Director). The decision of the Board shall be final unless there is a successful appeal decision through the T Corp Arbitration Forum.

Any action challenging the termination of Membership of a Member, including any claim alleging defective notice, must be commenced within fifteen (15) days after the date of the termination.

(c) Reinstatement

Members terminated pursuant to Section (b) may only be reinstated upon the affirmative vote of at least two-thirds (2/3) of the Directors in Good Standing represented at a Board meeting at which a quorum is present.

(d) Non-Liability

No Member shall be liable for the debts, liabilities, or obligations of the T Corp merely by being a Member of the T Corp.

(e) Assignment

Upon the completion of any acquisition or merger involving a Member in which the Member is not the surviving entity, the Board, in its sole discretion, may permit such Members Membership to be transferred to the surviving entity.

2.3 Data Processing Clause

The Member agrees by joining the association that all personal data disclosed or become known within the framework of the Membership may be stored, processed and used by the T Corp exclusively in strict connection to the purpose of the T Corp.

#3. Working Group Guiding Principles

The T Corp WGs are established to facilitate the collaboration between the T Corp’s Members and Directors. WGs are industry task forces that focus on building domain-specific distributed standards. WGs consist of experts for all relevant aspects within each respective domain. A WG is a special-purpose consortium of T Corp Members interested in supporting a certain technology domain. WGs are intended to complement the activities of a collection of the T Corps open source projects. T Corp WGs are self-governing entities that set their own technical agendas and plans. WGs and their Steering Committees are intended to complement the work happening in the open source projects (maintained under the umbrella of the T Corp with activities that lead to greater adoption, market presence, and momentum. Specifically, the role of the Working Group is to foster the creation and growth of the ecosystem that surrounds the projects.

##3.1 Output of a Working Group

###3.1.2 Types of Output

The work product of a WG can include code or non-code material. Any code material developed in relation to the activities of the WG must be open source.

###3.1.3 Computer Code

Any code outputs shall be open-sourced through the T Corp GitHub organisation. Individual Members contributing code to the organisation and/or their representatives must request permissions from the appropriate administrators and maintainers of the GitHub organisation. Conversely, these administrators and maintainers report to various levels of the T Corp as appropriate and described below.

GitHub Organisation Administrator(s):

At least one such administrator must be appointed by the Board of Directors
Can authorise the technical setup of Working Groups in GitHub
Can technically authorise Working Group maintainers as approved by the Board of Directors Working Group Maintainer(s):
At least one such maintainer must be appointed by each working Steering Committee
Can authorise the technical setup and GitHub Membership within a Working Group as approved by the Steering Committee.

Team Maintainer(s):

Every Working Group may organise multiple teams to address various portions of the technical work within the Working Group
Team Maintainer(s) are subordinate to a particular Working Group and appointed by the Working Group Steering Committee.
Can authorise writing permissions for committing code to the specific repositories of a Working Group for Members and their representative Further technical details are described on the wiki of the T Corp GitHub organisation.

###3.1.4 Non-code Output

Working Groups may produce non-code materials and assets. Non-code materials are used to describe assets that do not code. Such assets could be a technology roadmap, test suite, documentation, specification, or a marketing program (i.e. a set of activities which may be undertaken by a WG to promote T Corp technology and Members companies in a specific market or geography. Example Marketing Programs could include participation in a trade show, a joint press release put out by the T Corp, the creation of a logo to identify the Working Group, co-sponsored webinars to create leads for WG participants, etc.).

Unless otherwise approved by the T Corp Board of Directors, any third-party content used by a WG in the creation of non-code materials must adhere to common standards for intellectual property protection applicable in the jurisdiction of Germany. Plagiarism or unauthorised usage of third-party materials protected by applicable IP protections such as trademarks, copyright and patent law are prohibited and such infringement may result in the sanctioning of an offending Member by the Board of Directors.

##3.2 Formation of a Working Group

Only Administrators are allowed to propose a new Working Group. These Members are hereafter referred to as Initiating Members.

Members of the T Corp that are not Full Members with Voting Rights or Full Academic Members with Voting Rights are not allowed to form Working Groups due to the industry-wide nature of the work to be accomplished within such groups.

Each group is required to appoint a WGs Steering Committee, including at a minimum a chair, vice chair and a secretary. Each WG is moderated by a Steering Committee that oversees the WGs tasks and supports it to achieve its goals. The Steering Committee is initially composed of the founding Members of the WG. The T Corps Executive Board of Directors shall provide timely notice of the formation of each WG and its Steering Committee to all Members of the T Corp, as well as the then-current Operating Procedures that will govern the actions of such WG. Following the initial appointments and WG forming process, should Members of the Steering Committee Members be removed or relinquish their position and result in any vacancies, such positions will be filled by holding an election among existing Members of the Working Group (co-optation), based on meritocracy.

A member of the Steering Committee shall be deemed to be in good standing, and thus eligible to vote on issues coming before the Steering Committee, if the member has attended (in person or telephonically) a minimum of three (3) of the last four (4) meetings (if there have been at least four meetings), unless such absence has been approved by the other Members of the Steering Committee. The term of a Steering Committee Member lasts as long as the member is active and in good standing. A Member of the Steering Committee shall be removed after a vote of 2/3 of the other Members if the Member is not in good standing. The Steering Committee should then co-opt another Member. Steering Committee Members must be full Members with voting rights or the representative of a full Member with voting rights.

3.3 Working Group Proposals

The proposal for the formation of each new Working Group shall include the proposed charter of such WG and name the groups Steering Committee as well as the Members that initially desire to participate in such WG. The WGs Steering Committee is responsible for writing and maintaining a WG Charter consisting of the following:

A description of:

The purpose and scope of the WG
The code and non-code materials and assets to be developed by the WG
The proposed schedule for WG activities
The objectives, strategies, policies and plans of the WG
The guidelines for each of the Steering Committee Participants and Member Participants in the WG (’Member Participation Guidelines’). The Member Participation Guidelines in both cases must be objective, fair, reasonable and non-discriminatory standards and must not be designed to exclude or impose commercially unreasonable terms on any particular member or group of Members. That said, the expectation is that the Steering Committee Participant Guidelines will expect a greater investment of time, effort and resources than the Guidelines for the Member Participant. The Member Participation Guidelines must be based on meritocratic principles that allow for a community of Members to grow within a WG. The T Corp Board of Directors will have final approval on WG Member Participation Guidelines (including any modifications thereof ).
An identification of the technology features/components that are the focus of the WG
A statement of resource commitments for all Participants in that WG that will cover external resources (development, marketing programs, etc.). The WGs Initiating Members can draft a draft WG Charter and request the T Corp Board of Directors to make it available in the appropriate area on the T Corps website and T Corp
GitHub. Upon the T Corp Board of Directors' approval of the draft Charter, the Executive Director will do so, and an email will be circulated announcing the availability of the draft Charter for review. The Proposal Phase will commence upon the distribution of that email. A WG may modify their WG Charter. Any modifications to a Charter must be approved by: 
1) a super-majority (two-thirds) vote of the WG Steering Committee and; 
2) the T Corp Board of Directors. 
This process may be modified by the Board of Directors within thirty (30) days, with written notice to the T Corp Membership-at-large. 

3.3.1 Membership of a Working Group Participation

Each WG will have two types of participants: Steering Committee Participants and Member Participants (collectively, ’Participants’): Member Participant is a Member of the T Corp who agrees to actively participate in the WG and meets the Member Participation Guidelines. Any Member that satisfies the Member Participation Guidelines of a WG must be permitted to be a Participant in the WG. Any Member wishing to join the WG would contact the WG Steering Committee to indicate their interest and describe how they fulfil the Membership Participation Guidelines. The Steering Committee is responsible for maintaining the list of all Participants on an ongoing basis. All Participants in a WG, whether Steering Committee Participants or Member Participants, can participate and will have voting rights concerning 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. However, it is expected that WG Participants may require additional financial or development resources to undertake Marketing Programs or Material development, all as set out in the Charter. It is the Steering Committee’s responsibility to articulate the policy for how these additional resources are raised from the Participants. 

###3.3.2 Proposal Phase

The WGs Initiating Member can draft a draft WG Charter and request the T Corp to make it available in the appropriate area on burnzero.com. Upon the T Corp’s Board’s approval of the draft Charter, the Board will do so, and an email will be circulated announcing the availability of the draft Charter for review. The Proposal Phase will commence upon the distribution of that email.

The Proposal Phase will last not more than thirty (30) days.

During the Proposal Phase, an individual designated by the Initiating Members shall work with Members to produce a proposed Charter. Among other things, during the Proposal Phase, the Initiating Member will work with the Members to:

Define the WG name, goal, and description
Define the WG’s scope in terms of explicit inclusions and explicit exclusions
Refine the description of code and non-code materials and asset
Refine the schedule and define milestones
Identify the potential intellectual property that may be created or contributed by the WG
Refine the Membership Participation Guidelines
Define operational rules for the WG. 

As part of such rules, the Charter shall provide that:

The WG is open to participation by any Member who meets the criteria specified in the Membership Participation Guidelines
All WG meetings are announced and open to all WG Participants
All WG meetings are recorded via minutes and posted to a newsgroup, mailing list and/or wiki etc. available to all Working Group Members. Minutes will include the names of all participating Members, and record any decisions made by the WG. Steering Committee meetings are exempt.
All Materials, including drafts, are available in a public forum available to all Members.
Engage the Members to solicit additional WG participation and define ways the WG can be leveraged across the T Corp.

At the end of the Proposal Phase, subject to the Initiating Member’s compliance with the terms of this Policy, and the T Corps Executive Director’s approval of the Charter, and based on the feedback from the T Corp community and in consultation with the proposed WG Steering Committee, the T Corp Executive Director will determine whether to create the WG. Once the WG is created, a notification will be sent to the Members with the initial list of Participants and an invitation to other Members to participate. At this time, the IT infrastructure for the WG will be established. At this point, the Implementation Phase for the WG shall commence.

###3.3.3 Funding

Working Groups may raise their own funding or request funding from the T Corps general budget. Working Groups may submit a proposal with a milestone-based plan to requisition funding from the T Corps general budget. Such a plan must be made publicly available via the respective entities T Corp GitHub. The T Corp Board of Directors may or may not support this milestone-based plan and fund the respective project out of the T Corps general budget. If the Working Group does not fulfil the milestones as described in the milestone-based plan, the Board of Directors may stop funding.

Working Groups may appeal decisions by the T Corp Board of Directors concerning funding requests to the Blockchain Arbitration Forum.

###3.3.4 Implementation Phase

The majority of a WG’s work is intended to be accomplished during its Implementation Phase. The development of the outputs for each WG is undertaken by its Participants during this phase. The WG Steering Committee shall provide regular systematic status reporting to the T Corp Board of Directors. The WG Steering Committee will provide overall coordination, will monitor the progress of the WG against the WG Charter milestones and schedules, provide attention to issues involving dependencies between WG, and publish all plans, documents, reports, and interactions to the Participants in the WG as needed.

###3.3.5 Working Group Termination

It is expected that some WGs will exist for a specific period of time to accomplish a specific objective and some WGs will continue for an extended period of time. Regardless, at some point in time, the operation of WGs may need to be terminated. Two events may trigger the termination of a WG: 

A super-majority (two-thirds) of the WG Steering Committee requests to the T Corp Board of Directors that the WG be terminated, or;
The WG is deemed inactive or non-compliant with the WG’s Charter by the T Corp Board of Directors in their sole discretion. The T Corp Board of Directors may terminate a WG by putting a public notice on the WG mailing list.

###3.3.6 Modifying a Working Group Charter

A WG may modify their WG Charter. Any modifications to a Charter must be approved by:

A super-majority (two-thirds) vote of the WG Steering Committee and;
The T Corp Board of Directors.

###3.3.7 Modifying This Process

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.

##3.4 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 three (3) working days, the founders of such Extra-Working-Group-Entities should get notice of the approval or rejection of their proposed charter.
Extra-Working-Group-Entities can be, but are not limited to:

Events: Conferences, Hackathons, Meetups

##3.5 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 a supporting committee. If no respective Supporting Committee is set in place, the T Corp’s Board of Directors is responsible for taking on the role, and the related duties of a Supporting Committee.

##3.6 Participation

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 participants 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.

##3.7 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 processes, and approved by the Board of Directors, 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-Entities name, goal, and description
Define the Extra-Working-Group-Entities scope in terms of explicit inclusions and explicit exclusions
Refine the description of code and non-code materials and assets
Refine the schedule and define milestones
Identify the potential intellectual property that may be created or contributed by the Extra-Working-Group-Entities
Refine the Membership Participation Guidelines
Define operational rules for the Extra-Working-Group-Entity 

##3.8 Funding Extra-Working-Group-Entities

Extra-Working-Group-Entities may submit a proposal with a milestone-based plan to requisition funding from the T Corps general budget. Such a plan must be made publicly available via the respective entities T Corp GitHub. The T Corp Board of Directors may or may not support this milestone-based plan and fund the respective project out of the T Corps general budget. If the Extra-Working-Group-Entities do not fulfil the milestones as described in the milestone-based plan, the Board may stop funding. 

Extra-Working-Group-Entities may appeal decisions by the T Corp Board of Directors concerning funding requests to the T Corp Arbitration Forum. 

##3.9 Voting Extra-Working-Group-Entities 

Voting Extra-Working-Group-Entities should integrate voting, based on the T Corp voting regulations (as described in this document). A T Corp established distributed voting system will be made available to be integrated into such voting processes. Decisions of fundamental importance for the entity (i.e., but not limited to charter changes) need to be decided democratically by the full Members within the respective entity. Decisions related to operational matters should be decided democratically by all actors within the respective entity. 

##3.10 Termination 

The T Corp Board or any relevant appointed supporting committee can dissolve Extra-Working- Group-Entities entities, in case such entities disregard the T Corp governance process or fundamental values or produce output that does not match the Board's intentions. The dissolution of these groups requires no electoral process. Such decisions however can be appealed to the T Corp Arbitration Forum.

##3.11 Intellectual Property Rights Policy

Members agree that all new inbound code contributions to T Corp shall be made under the Apache License v2.0 (available at: http://www.apache.org/licenses/LICENSE-2.0). All contributions shall be accompanied by a Developer Certificate of Origin sign-off (http://developercertificate.org) that is submitted through a Governing Board and Linux Foundation-approved contribution process. Such a contribution process will include steps to bind non-Member Contributors and, if not self-employed, their employer, to the licences expressly granted in the Apache License, Version 2.0 concerning such contribution.

All outbound code will be made available under the Apache License, Version 2.0.

All documentation will be contributed to and made available by T Corp under the Creative Commons Attribution 4.0 International License (available at http://creativecommons.org/licenses/by/4.0/).

If an alternative inbound or outbound licence is required for compliance with the licence for a leveraged open source project or is otherwise required to achieve the T Corps mission, the Governing Board may approve the use of an alternative licence for specific inbound or outbound contributions on an exception basis. Any exceptions must be approved by a two-thirds vote of the entire Governing Board and the Linux Foundation and must be limited in scope to what is required for such purpose.

Subject to available Project funds, T Corp may engage The Linux Foundation to determine the availability of, and register, trademarks, service marks, and certification marks, which shall be owned by the Linux Foundation.

The T Corp (T Corp) combines, synchronises and leverages distributed activities of European corporations, startups, venture capitalists, and scientific institutes. 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 activities of the Association, and any projects, committees, or working groups organised 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.

#4. Roadmap

The roadmap is a document which maps where the T Corp currently is and where the T Corp would like to be within a time frame of 2030. This document is openly published on burnzero.com/Roadmap. Below is a summary of the principles outlined.

##4.1 Transparency Roadmap

It is understood from the initial publication of this document that The Transparent Company is not 100% transparent, however, the organisation is working towards 100% transparency by 2030.

##4.2 Governance Automation Roadmap

It is understood from the initial publication of this document that The Transparent Company is not 100% automated, however, the organisation is working towards 100% automation by 2030.

##4.3 Externalities Roadmap

The Transparent Company recognises it is currently producing negative externalities, the organisation is working towards becoming a positive externality organisation within the first year of incorporation and it has concrete plans to increase this substantially by 2030.

#5. Antitrust

##5.1 Price Fixing

Agreements among competitors to fix prices are unlawful, and governments strictly enforce laws against price fixing. Competitors may be found to have engaged in price fixing if they:

Agree on the range of prices within which purchases or sales may be made or that prices are to fall within any sort of formula;

Agree to fix or stop giving discounts;

Agree to artificially increase or limit supply

Formal written agreements are not required for an antitrust violation to exist. Informal, even tacit, agreements may, in fact, violate antitrust laws.

Illegal price fixing may occur even when undertaken by non-competitors where there is an agreement to fix the price at which a purchaser will resell a particular 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 Member's pricing or marketing practices.

##5.2 Agreements To Allocate Markets

The antitrust laws expressly prohibit any understanding or agreement between competitors 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 agreement 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.

##5.3 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 agreements 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 organisation or group to no longer licence or buy from (or licence 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.

##5.4 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.

##5.5 Standard 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 organisation be conducted openly and with the opportunity for participation from all interested parties. To that end, the policies of T Corp conform to the following guidelines.

##5.6 Membership

Any person 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 organisations.

##5.7 Notice of Meetings

All meetings shall be preceded by notice to Members, as outlined in the by-laws..

##5.8 Meetings and Agenda

All meetings will follow a prepared agenda and follow any procedures outlined in the by-laws Working Group processes and Extra-Working-Group-Processes. An agenda should be distributed before 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 be promptly brought to the attention of the T Corp’s Secretary.

##5.9 Distribution of Antitrust Policy

It is the policy of the T Corp that a copy of this antitrust policy is distributed to all Members.

##5.10 Prohibited Member Conduct

Do not discuss or exchange information relating to the T Corp, or in conjunction with T Corp activities, pertaining to:

Any Members' current or projected prices, price changes, price differentials, markups, discounts, allowances, terms and conditions or sales, including credit terms, etc., or data that bear on prices, including profits, margins or cost for any product or service.
The individual company plans to licence intellectual property to, or from, third parties.