Draft of the OVN Nondominium Agreement
1.1 A Nondominium is a neutral collaborative agreement between individuals in respect of their mutual interaction and their creation and use of productive assets.
1.2 A Nondominium comprises agreements in relation to mutual commitments:
- (a) Guarantee Society - a collective agreement between members jointly in respect of the creation and exchange of value and the sharing of risk – referred to below as the 'Custodian Agreement'; and
- (b) Capital Partnership – the aggregate of associative agreements between members individually or severally in relation to the allocation of activity and flows of value mutually created – the 'Enterprise Registry'.
- The name of the Nondominium shall be Open Value Network Infrastructure (OVNI).
AIMS & OBJECTS
3.1 The general aim of OVNI shall be the creation of a Open Value Network in accordance with the following principles:
- Reference: Core Values and Characteristics of the Open Value Network
- Sustainability - of both its members and its efforts;
- Equity – fair sharing of risk and reward as between Members;
- Transparency – between Members in relation to the creation and custodianship of OVNI Assets and to the usufruct of the OVNI Assets;
- Accessibility – OVNI Assets will be accessible to members subject to their consent to this agreement.
3.2 In furtherance of the above aims, OVNI shall have the following Objects:
- To ensure that OVNI Assets are held in perpetuity on behalf of the members generally;
- To promote collaborative, open and transparent development of OVNI Assets.
- To co-operate and collaborate with others having similar aims and objects.
<add and adjust according to context>
Membership is open to all who subscribe to the OVNI Nondominium Agreement.
4.1 There shall be the following Classes of Member:
- (a) Custodian –the members collectively – the OVNI Foundation;
- (b) User – members with rights of use of OVNI Assets;
- (c) Investor – members who have invested value (tangible or intangible) in OVNI Assets
- (d) Manager – members who manage the development and use of OVNI Assets.
4.2 Members may belong to more than one Class.
5.1 Only OVNI Members may be voting members of the Executive.
5.2 The Executive comprises a minimum of ___ and a maximum of ____ representative Members:- two Foundation members of OVNI with three additional Members one from each Class, as follows: -
5.3 The Chair shall be a representative of the OVNI Open Value Network.
5.4 The Executive has the power to co-opt members to fill casual vacancies to maintain the maximum number, and deem the co-opted members as elected to the position.
5.5 Elected or co-opted Members are appointed for a specific term length, after which they must renew their committment.
5.6 All Enterprise Agreements must be submitted to the Executive Group for consideration, prior to registration of the agreement and any related rights and obligations.
5.7 The Executive may appoint Advisory members. Advisory members have no voting right and their term of appointment is at the Executive’s Groups’ sole discretion.
5.8 The Executive may propose amendments to this Agreement where it believes these will better achieve the Aims and Objects of OVNI. Where the proposed amendment is material, then a majority in favour from each Class of Member in General Meeting is required, provided always that the Chair has an absolute right of veto.
5.9 Membership of the Executive Group may be terminated by a simple majority vote of the Group and/or the Members for the following reasons: -
- a) Failure to uphold the Aims and Objects of the Organisation.
- b) Incapacity or incompetence.
- c) Failure to attend three consecutive meetings.
- d) Notification of resignation in writing to the Chair.
<set out membership procedures here. The following might be useful provisions>
6.1 The Annual General Meeting (AGM) shall be held annually to consider the Annual Report, hold any elections needed to fill vacant posts along with any other business, written notice of which is to be provided to the Chair at least 14 days prior to the AGM.
6.2 The Chair shall convene the AGM, providing at least 21 days written prior notice to all Members.
6.3 Election to any vacant Executive Group position, by simple majority of the Membership, will take place at the next AGM following the resignation or release of a Founder Member from their position, subject to the provisions at section 4. Members of the Executive Group (other than the Founders) are elected for a two year period.
6.4 Nominations for any election, including the confirmation of any Executive Group post co-opted during the previous year, to be made in accordance with nomination arrangements notified by the Chair in writing to all Members at least 21 days before the AGM. All nominations must be returned to the Chair, duly proposed and seconded by Members of the relevant Class of Member, at least 10 days before the date of the AGM. Member elections are decided on the basis of a simple majority of the relevant Class present and voting.
6.5 Special General Meetings may be convened by the Executive Group at any time to refer matters to the Membership, providing at least 7 days notice is provided to Members.
6.6 Executive Group Meetings will take place four times a year, and at other times as the Executive Group shall determine, at a mutually convenient location. A quorum is reached if three Members of the Group are present.
6.7 Aside from changes to the constitution, decisions shall be determined by simple majority, the chair having a casting vote if no majority is reached after the initial show of hands.
6.8 The Executive Group are responsible for ensuring Minutes are taken at all meetings of the Executive Group, AGM and SGM.
<provision here for virtual meetings etc>
7.1 The Executive Group shall ensure that OVNI Assets are registered as appropriate in the name of the Custodian.
7.2 The Executive Group shall open and supervise any bank accounts by the Custodian. <provision here as to signatories etc>
7.3 All rights and obligations pursuant in relation to OVNI Assets shall be recorded in title and transaction registries to be maintained in the name of the Custodian.
8.1 OVNI members may enter into associative agreements with each other individually or severally both within each Class of Member and between Classes of Member and these agreements shall be known as 'Enterprise Agreements'.
8.2 A Registry of Enterprise Agreements shall be maintained by the Manager/Custodian? in accordance with this Agreement.
8.3 The Executive shall have such powers of oversight in respect of Enterprise Agreements as the Members may agree.
8.4 Enterprise Agreements do not constitute partnerships.
9.1 OVNI Members may agree to create, issue and exchange credits based upon their capacity to provide goods and services or the use value of productive assets held by Custodians or both.
9.2 OVNI Members may enter into associative Sub-Agreements, mutual guarantees and commitments with each other collectively both within each Class of Member and between Classes of Member.
9.3 The process of credit creation, issue and exchange shall be supervised by the Manager in accordance with the Custodian Agreement.
9.4 A Registry of credit entitlements, Sub- Agreements, mutual guarantees and any other commitments shall be maintained by the Manager/Custodian?.
9.5 Neither the Custodian Agreement nor any Sub-Agreement, mutual guarantee or other commitment pursuant to the Custodian Agreement shall constitute a partnership.
10.1 The Registries maintained pursuant to clauses 8 and 9 will be available online at any time to all agreement subscribers in respect of those agreements and commitments to which they have subscribed.
11.1 Disputes arising out of Enterprise Agreements shall be resolved in the first instance in accordance with provisions set out in those Agreements.
11.2 In the absence of such provisions, the Executive shall act to resolve disputes or delegate to Managers the provision of dispute resolution services.
12.1 OVNI may be dissolved by a two-thirds majority in each class of membership present and voting at a Special General Meeting convened for the purpose subject to a right of veto by the Custodian.
12.2 Any remaining assets following dissolution shall not be paid to or distributed amongst Members but will be donated or transferred to another Organisation with Aims and Objects similar to those of OVNI.
(might we use or reference the "Scope of Agreement" section within the OVN Custodian agreement in here?)
13.1 This agreement shall be registered as a Nondominium agreement and shall be subject to such terms of access, transparency and integrity as are set out in the Nondominium registration agreement.
source: TOPOS nondominium agreement