Corda Network Foundation Document history

CORDA NETWORK FOUNDATION STICHTING BY-LAWS

INTRODUCTION

(1) These By-Laws are established pursuant to clause 6.4 of the Articles of Association and, together with the Articles of Association, provide a framework for the Foundation’s board and Participant Community to steer and govern the Corda Network effectively to realise its potential.

(2) These By-Laws are complementary to the provisions regarding the board and the directors contained in applicable law and regulations and the Articles of Association.

(3) These By-Laws shall be posted on the Foundation’s website.

(4) The meaning of certain capitalised or uncapitalised terms used in these By-Laws are set forth in the List of Definitions attached as Annex I and where capitalised terms are not set forth in the List of Definitions, they shall be defined as per the Articles of Association.

1.MISSION

1.1 The Foundation is a not-for-profit entity created exclusively to achieve the vision of Corda, whereby the state of transactions and agreements of business partners can be recorded in a single global database, ending the need for costly reconciliation and error correction, while maintaining privacy. Achieving this vision in its full ubiquity will involve running, maintaining and promoting a stable and secure Network with open and fair governance.

1.2 In furtherance of the foregoing, the board shall execute its mission adhering to the following principles:

  • 1.2.1 Fairness and openness Participants (irrespective of their background or a specific group’s affiliation) can join the Network and be elected to the board through a straightforward voting process.

  • 1.2.2 Democracy and transparency Key decisions and their rationale are shared openly with all Participants.

  • 1.2.3 Stability (with a long-term view) with flexibility The board is structured as a staggered board and directors’ terms will in principle last three (3) years. The governance model will be flexible to adapt if and when required.

  • 1.2.4 Efficiency and cost effectiveness Maintaining a lean organisation, as appropriate to commission, monitor and support an Operator to run the Network to achieve the vision of Corda.

  • 1.2.5 Not-for-profit nature Membership fees received from Participants are not for profit-making and are solely used to pay the Operator or any third parties otherwise necessary to run the Network responsibly and securely.

  • 1.2.6 Independence Within the boundaries set by applicable rules and regulations, the board makes its own independent decisions.

1.3 More specifically, the board shall focus on the following long-term commitments of the Foundation:

  • 1.3.1 Maintaining the long-term standards, services and open governance model of the Network, ensuring that the Network continues to be updated to the then current Corda protocol version.

  • 1.3.2 Holding the Network’s Trust Root that is used for the creation of operational certificates independently from the Operator.

  • 1.3.3 Commissioning the provision and operation of infrastructure and services for the Network itself and for meetings, events and collaborative discussions.

  • 1.3.4 Providing a sound structure around the business and technical governance of the Network.

  • 1.3.5 Facilitating a diverse and vibrant community of industry experts, Corda contributors, users and services, including developers, service and solution providers and end users.

  • 1.3.6 Setting minimum standards for the external provision of notary, oracle or other services.

  • 1.3.7 Enabling the ubiquity and utility of Corda throughout all applicable industries and commercial use cases.

  • 1.3.8 Balancing the divergent interests of a wide range of stakeholders, including Business Network operators, Corda customers and developers.

2.STRUCTURE OF THE FOUNDATION

The board shall ensure that after each of the below has been instituted for the first time, the Foundation shall at all times retain:

  • 2.1.1 A board of eleven (11) directors (except for the period prior to the Transition Period, as further set out in Clause 3.1).

  • 2.1.2 A Participant Community.

  • 2.1.3 An Operator.

  • 2.1.4 A Technical Advisory Committee.

  • 2.1.5 A Governance Advisory Committee.

Any other committees that are deemed conducive to the realisation of the Foundation’s mission by the board from time to time.

3.ESTABLISHMENT OF THE BOARD

3.1 Initial Board Composition and R3 Appointment Without prejudice to the provisions of the Articles of Association, to ensure rapid progress on the implementation of the Network by the Foundation, the board shall, from the incorporation of the Foundation until the date that falls four (4) weeks after the commencement of the Transition Period, consist of two (2) directors. Each such director shall be appointed by R3 for a three (3) year term. R3 has the right, at any time and in its sole discretion, to replace any director appointed by it without elections being held.

3.2 Transitional Board Composition, Appointment and Term

  • 3.2.1 Starting on the date in which at least three (3) Business Networks with at least three (3) Participants each are fully operational on the Network, a “transition period” of one (1) year shall commence (such period, the “Transition Period”). After the Transition Period has ended the provisions of this Clause 3.2 shall cease to apply.

  • 3.2.2 Within the first three (3) weeks of the Transition Period, each of the first three (3) Business Networks shall, after agreement among its Participants, provide a written notification to the board indicating which three (3) individuals representing those Participants shall represent the interests of that particular Business Network. To the extent possible given the pool of candidates, each Business Network shall ensure that it elects one Participant from each of the Americas, Europe/Africa and Asia; one Participant from businesses of different industries (as defined in Annex II) and different sized companies (as measured by number of employees or revenue, depending on the choice available).

  • 3.2.3 Without prejudice to the provisions of the Articles of Association, from the date that falls four (4) weeks after the commencement of the Transition Period until the end of the Transition Period, the board shall consist of eleven (11) directors. Two (2) directors shall be appointed by R3, and the remaining nine (9) directors shall be appointed for a one-year term by each of the nine (9) Participants selected pursuant to Clause 3.2.2 of these By-Laws.

3.3 Steady-State Board Composition and Appointment

  • 3.3.1 After the Transition Period there will be an election for the nine (9) vacant board seats. For the first election only, three (3) directors shall be appointed for a three (3) year-term, three (3) directors shall be appointed for a two (2) year-term, and three (3) directors shall be appointed for a one (1) year-term, whereby all such appointments must take place with effect as of the date that falls four (4) weeks after the end of the Transition Period. The three (3) candidates that receive the most votes during this first election shall be appointed to the three (3) year term board seats, followed by the candidates for the two (2) year term board seats and the one (1) year term board seats. In all other respects, the first election after the Transition Period will follow the normal procedures of board elections during the Steady-State as set out below.

  • 3.3.2 After the first election has taken place in accordance with Clause 3.3.1, every year three (3) of the nine (9) non-R3 director seats shall continue to come up for election for a three (3) year term in accordance with the staggered board principle. In the event that an additional board seat has been vacated prior to that seat being up for election (e.g. for reasons outlined in clause 3.6 of the Articles of Association), an additional director may be voted for. Such director’s term will only last for the remainder of the previous director’s term. Assuming a vote for four (4) directors, three (3) such directors are to be designated as full three (3) year term directors, and one (1) director as a short term director (with a term lasting one (1) or two (2) years). The three (3) candidates that receive the most votes during this first election shall be appointed to the three (3) year term board seats, provided that they meet the Board’s Composition Criteria set forth in Clause 4 below.

  • 3.3.3 The purpose of Clause 3.3.1 and 3.3.2 is introducing a staggered board structure that is aimed at ensuring greater continuity at the end of each group of directors’ term.

  • 3.3.4 Subject to the terms of their respective Participant Terms of Use and the rights as set out in Clause 11, certain Participants may, by written notice to the board, the Participant Community and the Committees, nominate up to three (3) natural persons for appointment as director after the Transition Period. In case such Participants are natural persons they may also nominate themselves for the appointment as director. In order for a nomination to be valid, such written notice must, in any event: (a) include an updated CV, personal statement and short biography of the nominee; (b) indicate which director such nominee aims to replace (where applicable - in the case of a director’s term ending early); and (c) have been received by the board, the Participant Community and the Committees no earlier than ten (10) weeks and no later than 6 (six) weeks in advance of the end of the board term of the director such nominee aims to replace.

  • 3.3.5 Considering the overall board membership in aggregate, where a long list of applications of candidates for a board election is received, the board may, for a period of one (1) week after its receipt of any nomination made pursuant to Clause 4, create a short-list of suitably diverse nominees for whom the Participants can cast a vote (as per the procedures as set out in clause 3.2 and 3.3). The board shall promptly inform the Participant Community in writing of the created short-list, thereby substantiating its reasoning.

  • 3.3.6 Subject to the terms of their respective Participant Terms of Use and the rights as set out in Clause 11, certain Participants may cast three (3) votes for each director position after the Transition Period. The methodology for voting will be communicated to all Participants with fair advance notice but will not require Participants to attend an in-person meeting.

  • 3.3.7 Other than as set out in clause 3.6 of the Articles of Association or after expiry of their term, directors can be removed from the board through a Mandatory Governance Event. Any board seat that becomes vacant prior to the end of a non-R3 director’s term will be filled by a candidate elected during the next yearly board election.

4.BOARD COMPOSITION CRITERIA

4.1 The board shall at all times be composed so as to ensure that the board’s diversity in geography, culture, skills, experience and perspective is fostered and that the abilities and interests of directors are aligned with those of Corda. The following guidelines, that are only applicable after the first election pursuant to Clause 3.3.1, shall thereby be considered:

4.1.1 Nomination proposals should state how nominees will promote the level of diversity of the board considering the individual’s values, culture and skills. No independent Participant and no subset of Participants that, in the reasonable opinion of the board, are acting as a corporate group or otherwise in concert may at any time be represented by more than one director.

4.1.2 No more than three (3) directors:

  • (a) from the same broad industry classification, according to the industry classification matrix annexed as Annex II hereto;
  • (b) residing within the same Region; and
  • (c) representing corporate groups of over 100,000 employees, should serve on the board at any given time.

4.1.3 Directors can be re-elected to the board for a maximum of three (3) additional terms.

4.2 In addition, each director should:

  • 4.2.1 hold sufficient understanding and appreciation of the Corda protocol and its purpose;

  • 4.2.2 demonstrate integrity and objectivity; and

  • 4.2.3 demonstrate a professional standard of written and spoken English.

5.CHAIR OF THE BOARD

5.1 The Chair of the board will be appointed for a one (1) year term and in accordance with clause 3.3 of the Articles of Association.

5.2 The Chair is responsible for:

  • 5.2.1 preparing an agenda and chairing meetings of the board;

  • 5.2.2 ensuring that the board functions and makes decisions in a collective manner;

  • 5.2.3 ensuring that any approved resolutions are in accordance with the strategy that should lead to the realisation of the mission and objectives of the Foundation as referred to in Article 1 (Mission) of these By-Laws; and

  • 5.2.4 consulting on an ad hoc basis with members of the board regarding their respective tasks.

6.RESPONSIBLITIES OF THE BOARD

6.1 The board is charged with the management of the Foundation and to ensure the Foundation achieves the objectives of Corda, which means, among other things, that it is responsible for achieving the Foundation’s mission, objectives and strategy. The board is accountable for these matters to the Participant Community. The responsibility for the management of the Foundation is vested collectively in the board.

6.2 The board is itself responsible for the quality of its performance.

6.3 Directors shall externally express concurring views with respect to important affairs, matters of principle and matters of general interest, with due observance of their individual responsibilities.

6.4 At its discretion, the board may conduct an annual review of its own corporate body to identify any issues requiring additional directors’ training or education.

6.5 The board ensures that internal procedures and policies are established and maintained which safeguard that all relevant information is known to the board in a timely fashion.

6.6 The board remains collectively responsible for decisions, even if they are prepared by individual members of the board. An individual member of the board may only exercise such powers as are explicitly attributed or delegated to him and he may never exercise powers beyond those exercisable by the board as a whole.

6.7 The division of tasks within the board is determined (and amended, if necessary) by the board. Directors charged with particular managerial tasks are primarily responsible for the risk control and monitoring of the managerial tasks concerned.

6.8 During meetings of the board or at any other time as deemed necessary, each director must inform the other directors in a clear and timely manner about the way in which he or she has used delegated powers and about major developments in the area of his or her responsibilities.

7.MEETINGS OF THE BOARD

7.1 Without prejudice to the below, the board shall convene and meet in accordance with the Articles of Association.

7.2 During each meeting of the board, the board shall review and consider any Governance Event (as set out in Article 8 (Governance Events)) proposed since the previous meeting.

7.3 Board meetings shall be limited to the directors and their representatives, and shall follow the requirements for quorum and voting outlined in this Clause 7.3, and Articles 8 (Governance Events) and 10 (Special Quorum and Marjority Resolutions).

7.4 The board may decide to allow one named representative to attend board meetings as an alternate for a period of up to six (6) months. During this period the named representative shall be allowed to attend board meetings, provided that the board may at its sole discretion and at any time decide to no longer allow such attendance.

7.5 The board meetings shall be conducted in private, but in the interest of transparency, a director or other person designated as secretary by the Chair shall record and distribute minutes of the meeting. The minutes should provide insight into the decision-making process at the meeting. The minutes shall be adopted by the board (i) at the next meeting or (ii) prior to the next meeting by having them signed for adoption by the Chair or, in his or her absence, two (2) board members present at the meeting. The minutes shall be distributed within two (2) weeks following such adoption.

7.6 Participants who do not have representation on the board may request an observer to be present at a board meeting. This is subject to a lottery held one (1) week prior to the meeting, a limit of 20 (twenty) observer places, and a limit of one (1) observer per unrepresented Participant. Observers may participate in discussions but shall not participate in any board vote and may be asked to join by video-conference if there are logistical constraints.

8.GOVERNANCE EVENTS

Any formal changes to the Network and the Foundation shall constitute a formal Governance Event pursuant to this Article 8, and the right to initiate this shall be held by all Participants.

8.1 Types of Governance Events

8.1.1 There are three (3) categories of proposed change that affect the Network and the Foundation, which require a controlled change process and a vote by the board as described in Article 10 (Special Quorum and Majority Resolutions), and are defined as Governance Events:

  • (a) All changes to the Articles of Association and By-laws as well as the change of the Operator are defined as Constitutional Governance Events;
  • (b) All changes to the Network membership criteria, charges, budgets, change management process and other business areas reflected in Clause 8.3 are defined as Mandatory Governance Events. The board shall vote to accept or reject all such Mandatory Governance Events, and the outcomes are binding on Participants and the Operator for implementation;
  • (c) All changes to technical parameters and notary criteria reflected in Clause 8.4 are defined as Advisory Governance Events. While the Operator can implement these without board approval, it may ask the board to provide an advisory (non-binding) vote. Conversely, the board may require that it is given the opportunity to provide an advisory vote.

8.1.2 Any other changes in the day to day internal implementation of network services by the Operator, which do not require changes to be implemented on the nodes of Participants, do not qualify as Governance Events.

8.1.3 In order to qualify as such, all Constitutional, Mandatory and Advisory Governance Events shall be supported by a formal proposal to the board, using standard structured documents and containing all relevant background information as required by the board, to create an efficient process both for the submitter and the board.

8.1.4 Depending on the content of the Governance Event proposal, the board or Operator may rely on the Governance or Technical Advisory Committee to provide due diligence and make a recommendation for implementation.

8.1.5 For all Governance Events, decisions and the rationale for each decision shall be published transparently.

8.2 Constitutional Governance Event Areas

8.2.1 Changes to Articles of Association and By-laws

8.2.2 Change of Operator

  • (a) The board shall define and publish service levels for services provided by the Operator and shall agree upon these with the Operator annually.
  • (b) The board shall annually review the performance of the Operator, measured against the service level agreement. The Operator may only be changed with a Constitutional Governance Event and vote.
  • (c) As noted, the Foundation shall hold the Trust Root, and the Operator and any services they operate shall be provisioned with intermediate certificates that derive from this.

8.3 Mandatory Governance Event Areas

8.3.1 Access Standards

  • (a) The Corda system can be accessed by using software that implements the set of technical protocols which define compatibility. The reference implementation of this software is open source and freely accessible at www.corda.net.

  • (b) To join the Network, a Participant running Corda compatible software also needs a unique and real-world identity. The Foundation shall enforce this access requirement through the issuance of PKI certificates. Corda has a primary objective to facilitate the automation of real-world contracts between real-world parties and has a particular requirement to ensure that identities on the Network are unique and that all Participants understand the basis on which they have been issued.

  • (c) The Foundation shall govern the operation of the technical infrastructure to enable a good level of service for identity issuance purposes.

  • (d) The access criteria for proving real world identity shall be defined by the board and shall be transparent and objective. Any party which can demonstrate that they meet the board’s criteria will be issued a certificate without prejudice. The goal is to ensure that the Operator which manages the issuance of the network certificates cannot act arbitrarily or discriminatorily.

  • (e) These criteria may be subject to change over time to deal with changing circumstances, such as a change in applicable rules and regulations. However, the changes shall be subject to Mandatory Governance Events. In this way the Network is able to provide its Participants with a strong and fair identity framework.

  • (f) Arbitration, suspension, and in extreme circumstances, revocation (for example for illegal behaviour or when a Participant no longer meets the standards set forth) shall be managed through an Emergency Governance Event, set out in Clause 8.4.4.

8.3.2 Budget

  • (a) The board shall annually prepare and approve a budget for the operations of the Foundation, considering the not-for-profit status of the Foundation and the mission to promote the Corda Ecosystem.

  • (b) The board shall annually approve financial accounts. These shall be prepared by an external auditor.

8.3.3 Change Management Process

The Network will periodically require participating nodes to implement changes. A change notification and management process shall be defined and communicated; and any change to the change management process shall be the subject of a Mandatory Governance Event.

8.3.4 Other Mandatory Governance Events

  • (a) Restrictions on individual Participants to initiate Governance Events, in the event of behaviour deemed disruptive by the board in its sole discretion.

  • (b) Where R3 shall commit to license the Corda trademark to the Foundation. The Foundation shall manage its own brand and any trademarks created.

  • (c) Where the Foundation provides standards for certification of organisations, individuals or technologies, the board shall approve the standards and processes for certification.

  • (d) An update of the Network.

  • (e) Change to the arbitration and dispute resolution process.

  • (f) Where policies covering areas of operation are not covered by these By-Laws (e.g. code of conduct for directors).

8.4 Advisory Governance Event Areas

8.4.1 Technical Standards

  • (a) There is a set of technical standards, such as “network parameters”, which all Corda Network nodes need to comply with in order to guarantee technical compatibility to other nodes and services within the Network. While Corda has stability and backwards compatibility as key design goals, there may be circumstances under which these standards will need to change. Where these changes require Participants in the Network to update to remain compatible, these changes will be subject to Governance Events.

  • (b) Changes to technical standards, such as network parameters, may require formal design processes, and the Operator may choose to delegate technical due diligence to the Technical Advisory Committee prior to formally accepting a change to the technical standards.

  • (c) The Corda software is the reference implementation for the core technical standards adopted for the Network. Corda implementations and distributions can vary in their internal details, but their core interfaces and Corda protocol implementation must conform to this standard to be compatible with the Network.

8.4.2 Consensus Standards

(a) The Foundation shall set minimum standards for notary clusters, to allow their use across different business applications. The Operator shall ensure that standards are followed by notary service providers, and shall operate a framework of audit and assessment, review, feedback, and certification, covering the following:

  • (i) Technical standards, such as meeting strict requirements for high-availability and data replication/security and performance.
  • (ii) Compliance with necessary laws and regulations (for example privacy and data retention regulations) in the jurisdictions in which they operate.
  • (iii) Availability for independent audits upon request by the board.

(b) Additionally, the Operator shall manage a reference distributed notary service for the Network, using an approved Crash Fault Tolerant (CFT) algorithm, or Byzantine Fault Tolerant (BFT) consensus algorithm, with nodes provided by a minimum number of identified and independent entities.

8.4.3 Dispute Resolution Process Disputes between Participants arising from the operation of a Corda application are anticipated to be resolved by the Business Network Operator, or directly by Participants if no Business Network is involved. If necessary, Participants may escalate to the board by creating an Advisory Governance Event.

8.4.4 Emergency Governance Events Certain Network incidents, which impact one or more Network Participants and that would be the subject of Mandatory Governance Events or Advisory Governance Events, shall require immediate resolution. In these cases, the Operator may make emergency changes, but these shall be subject to post-event evaluation and standard Governance Event processing. Areas of control that are the subject of Mandatory Governance Events are not expected to require emergency remediation, but the Operator shall be entitled to make emergency changes to preserve the stability and integrity of the Network.

9.DECISION-MAKING WITHIN THE BOARD

9.1 The board shall follow the decision-making rules and process as set forth in the Articles of Association.

9.2 Where unanimity cannot be reached and applicable law, the Articles of Association, or these By-Laws do not prescribe a larger majority, all resolutions of the board are adopted by an absolute majority of the votes validly cast. If there is a tie of votes the Chair shall decide.

10.SPECIAL QUORUM AND MAJORITY RESOLUTIONS

10.1 Governance Events

10.1.1 Except for the exception set forth in Clause 8.1.1(c), all Constitutional, Mandatory and Advisory Governance Events outlined in Article 8 (Governance Events) shall be presented to the board for voting.

10.1.2 Quorum for a vote on Governance Events shall require two thirds (2/3) of the directors to vote. The board may continue to meet if quorum is not met but shall be prevented from making any decisions at the meeting.

10.1.3 Provided quorum is met, Constitutional Governance Events shall require a three quarters (3/4) majority vote, and Mandatory Governance Events shall require a two thirds majority vote.

10.1.4 All Governance Events proposed for consideration by the board at a meeting shall be circulated in draft form to the members of the board at least one (1) week prior to the date of the meeting, and the text of such draft events may be altered at the meeting.

10.1.5 The Foundation may choose to implement the tracking and voting for Governance Events using an on-ledger Corda application in an attempt to simplify governance, provide transparency and lower costs, provided the application has been tested thoroughly and has sufficient manual override controls.

10.2 R3 Directors Resolutions The following resolutions by the board may only be adopted by an absolute majority of votes cast in a meeting, provided that each of the R3 Directors votes in favour of adopting such resolution:

  • 10.2.1 Changing the governing body of Corda Network to be anything other than the Foundation.

  • 10.2.2 Increasing the Network fees by more than thirty per cent. (30%) in one year.

  • 10.2.3 Changing the Foundation’s legal status to be anything other than a not-for-profit foundation (stichting).

  • 10.2.4 Changing the number of R3 directors to less than two (2).

  • 10.2.5 Selling the Foundation.

11.PARTICIPANT COMMUNITY

11.1 General Membership

11.2 Participants are legal entities and/or their representatives who have entered into (or will enter into) the Participant Terms of Use with the Foundation. Participants can only be admitted as a Participant once the Operator has verified that the Participation Criteria have been met by that Participant. Depending on the commercial agreements signed with the Operator, it is possible that different classes of Participants with different voting rights and levels of participation are introduced by the Foundation.

11.3 Participants with voting rights may be consulted in writing or at a meeting – as decided by the board – about matters determined by the board, with the provision that the board may also limit such consultation to specific categories of Participants.

11.4 A legal entity shall cease to be a Participant:

  • a. if that legal entity ceases to exist;
  • b. if that legal entity is declared bankrupt, applies for court protection from creditors (moratorium), or applies for a debt payment program under the statutory debt arrangement scheme as defined in the Dutch Bankruptcy and Insolvency Act (Faillissementswet), or an equivalent scheme under foreign law which is applicable to the Participant in question;
  • c. if that legal entity loses the right to freely dispose of its assets;
  • d. if that legal entity gives notice of termination of participation;
  • e. if the board gives notice of termination of participation to that legal entity;
  • f. if that legal entity conducts legal proceedings against the Foundation and/or its (former) directors, or as otherwise set forth in the Participant Terms of Use.

11.5 Notice of termination of participation as referred to in Clause 11.4(d) above may be given with effect from the end of a financial year only and the period for giving such notice is two (2) months. However, a Participant or the board may terminate a Participant’s participation as referred to in Clauses 11.4(d) and (e) above with immediate effect if the Participant or the board cannot reasonably be required to continue the Participant’s participation in the Foundation. A Participant may also terminate his participation as referred to in Clause 11.4(d) above with immediate effect within one (1) month of the date on which it becomes aware of or is informed of a resolution resulting in an increase in the financial obligations of that Participant. In that case, such resolution shall not apply to such Participant. A resolution as referred to in Clause 11.4(e) above may be passed only by the board by a majority of at least two thirds (2/3) of the votes cast at a meeting at which at least two thirds (2/3) of all the directors are present of represented.

11.6 The Participant Community has the right to:

  • 11.6.1 Propose a formal Governance Event to the board for voting. Such proposal must meet the appropriate standards and formats.

  • 11.6.2 Request observer representation at a board meeting subject to logistical constraints.

  • 11.6.3 Utilise the brand and marketing materials of the Foundation.

  • 11.6.4 Identify themselves as Participants.

  • 11.6.5 Vote in the periodic election of a new board.

  • 11.6.6 Participate in conferences, projects and initiatives of the Foundation. Numbers of Participants and any additional costs will depend on the individual event.

  • 11.6.7 Receive an identity necessary to operate a Corda node on the Network.

  • 11.6.8 Use the Network for production business activities.

11.7 Technical Advisory Committee

The Technical Advisory Committee shall have limited membership appointed directly by the board. Its mandate and charter will be set by the board. It shall act directly on the instructions of the board or the Operator, which shall set expected deliverables and timelines. It shall focus on specific technical topics and may have responsibility for the following:

  • 11.7.1 Advise on technical decisions for the Operator.

  • 11.7.2 Advise the board in technical matters.

  • 11.7.3 Provide feedback on the technical roadmap for Corda, from real-world and practical experience gained from observing the operation of the Network.

  • 11.7.4 Conduct open design reviews and soliciting public input for technical proposals.

  • 11.7.5 Contribute to the Corda community from a Network perspective to ensure that Corda retains a coherent, elegant and practical system design.

11.8 Governance Advisory Committee

The Governance Advisory Committee shall have a limited membership appointed directly by the board. Its purpose is to recommend actions to the board for approval on non-technical matters, where additional support is helpful. This may include decisions on:

  • 11.8.1 Operator Due Diligence;

  • 11.8.2 Identity and Permissions;

  • 11.8.3 Risks and Escalations;

  • 11.8.4 Interacting with Regulators; and

  • 11.8.5 Complaints and Whistleblowing.

12.PARTICIPANT FEES

12.1 Participants shall pay and be responsible for any fees that may be charged by the Foundation from time to time in accordance with the term of their respective Participant Terms of Use. Transaction notary fees will be charged separately, to reflect the variable cost of notary services and based on transaction volumes.

12.2 The fee shall be based on the number of Participants divided by an estimate of the cost of running the Foundation. There may be variance in the fee amount depending on the amount of service which the Participant chooses from the Network.

12.3 Such fees shall be set out separately, updated annually and approved by the board as a Mandatory Governance Event.

12.4 The Operator may agree to provide the Foundation with a start-up loan, in order to cap fees for Participants initially and allow widespread adoption, when the number of early Participants will not offset fixed operating costs. In this case, the fees will not fall to steady-state levels until the loan has been fully repaid.

12.5 Subsidiaries of large organisations shall apply for participation separately, since the model for Corda usage is for one (1) identity per legal entity, unless varied by Mandatory Governance Event. The fee and voting right shall apply to each subsidiary individually.

12.6 The fee applies even if the Participant chooses not to operate a Corda node on the Network. Therefore, Participants can be either active or inactive on the Network.

13.OPERATOR

13.1 The board shall ensure that the Foundation at all times has a network Operator.

13.2 For the three (3) years following the incorporation of the Foundation, R3 will undertake the role of Operator.

13.3 The Operator shall charge the Foundation for the provision of services, including management of Participant membership, Network membership and access services, Network map and notary services.

13.4 The Operator may also provide fee-based services that are supplementary to those needed to participate on the Network, directly to Participants on a commercial basis similar to other third-party service providers.

13.5 The Operator may undertake any other activities as agreed upon between the Foundation and the Operator from time to time.

14.RELATIONSHIP OF THE BOARD WITH THE PARTICIPANT COMMUNITY

14.1 The board shall timely provide the Participant Community with the information reasonably required to exercise its powers.

14.2 The board shall provide the Participant Community with all requested information in a timely manner, unless this would be contrary to an overriding interest of the Foundation. If the board invokes such an overriding interest, it shall state the reasons.

15.RELATIONSHIP OF THE BOARD WITH THE OPERATOR

It is the duty of the board to monitor the Operator’s performance to ensure that the Network operates in an effective, efficient and ethical manner. The board will also be responsible for overseeing the Operator in the development of the Network’s strategic and tactical plans, ensuring that they will result in sustainable outcomes. The Operator is responsible to the board for the execution of day-to-day operations, and the implementation of strategic and tactical change.

16.RELATION WITH BUSINESS NETWORKS

16.1 The global Network shall support the operation of Business Networks by industry-specific operators on top of the Network. The board shall ensure that there is a clear separation between areas of governance for the Foundation and Network outlined in this document and the Articles of Association, and for individual Business Networks.

16.2 The structure and control processes defined for the Foundation shall be documented and made available under a Creative Commons license, both for reuse by Business Network operators if Business Networks need a similar governance structure and so that such governance layers are complementary and not contradictory.

17.RELATION WITH OTHERS

Corda was created and is maintained through a collaborative effort, and part of the Foundation’s mission is to help create and foster a technical community that will benefit all Corda solution providers and users. As such, the Foundation will work to encourage further participation of leading members of the ecosystem, including developers, service and solution providers and end users. This community shall work towards furthering the adoption of Corda, and contribute to the specific capabilities identified in the technical white paper. The Corda technical community shall be broad and open, encouraging participation and active conversations on the technology and applications.

18.CONFLICTS OF INTERESTS OF DIRECTORS

18.1 Any form of conflict of interest between the Foundation and the members of its board shall be prevented. To avoid conflicts of interest, adequate measures shall be taken.

18.2 A conflict of interest may exist if the Foundation intends to enter into a transaction with a legal entity:

  • 18.2.1 in which a member of the board personally has a material financial interest; or

  • 18.2.2 which has a member of the board who is related under family law to a member of the board of the Foundation.

  1. A director shall report any potential conflict of interest in a transaction that is of material significance to the Foundation and/or to the Chair and to the other members of the board without delay. The director shall provide all relevant information in that regarded as necessary, including the information relevant to the situation concerning his spouse, registered partner or other life companion, foster child and relatives by blood or marriage up to the second degree who is relevant to the potential conflict of interest.

19.1 Directors must be alert to conflicts of interest and shall in any case refrain from the following:

  • 19.1.1 competing with the Foundation;

  • 19.1.2 demanding or accepting substantial gifts from the Foundation for themselves or their spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree;

  • 19.1.3 providing unjustified advantages to third parties at the Foundation’s expense;

  • 19.1.4 taking advantage of business opportunities to which the Foundation is entitled for themselves or for their spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree.

19.2 A director shall not take part in any discussion and decision-making that involves a subject or transaction in relation to which he has a conflict of interest with the Foundation. If, in truly exceptional circumstances, as a result no board resolution can be adopted, the resolution will be adopted by the R3 Directors.

19.3 All transactions in which there are conflicts of interest with the directors shall be agreed on terms that are customary in the market.

20.NON-DISCRIMINATION

20.1 The board shall not seek to exclude any Participant based on any criteria, requirements or reasons other than those that are reasonable and applied on a non-discriminatory basis to all Participants.

20.2 The board shall encourage open participation from any organization able to meet the membership requirements, regardless of different competitive interests amongst Participants.

21.REASONABLE EXPENSES

Directors will not be remunerated by the Foundation. Appropriate expenses connected with board activities will be paid to directors upon submission of a claim to the Operator, subject to an expense policy agreed by the board.

22.FINANCIAL REPORTING AND ANNUAL ACCOUNTS

The Foundation’s annual financial accounts shall be prepared by a certified accountant. These shall be approved by the board on an annual basis and made available to the relevant stakeholders as determined by the board.

23.CONFIDENTIALITY

No director shall, during his membership of the board or afterwards, disclose in any way whatsoever to anyone whomsoever any information of a confidential nature regarding the business of the Foundation, R3, Corda, the Operator or the Network that came to his or her knowledge in the capacity of his or her work for the Foundation and which he or she knows or should know to be of a confidential nature, unless required by law. A board director is allowed to disclose the above information to the other directors and to staff members of the Foundation, who, in view of their activities for the Foundation, should be informed of the information concerned. A director shall not in any way whatsoever utilise the information referred to above for his personal benefit.

24.WEBSITE OF THE FOUNDATION

The Foundation shall post and update information which is relevant to the Participants on its website at https://corda.network/, or any successor website redirected from there.

25.MISCELLANEOUS

25.1 Acceptance by directors Anyone who is appointed as a director must, upon assuming office, declare in writing to the Foundation that he accepts and agrees to the contents of these By-Laws and pledge to the Foundation that he will comply with the provisions of these By-Laws.

25.2 Occasional non-compliance The board may occasionally decide not to comply with these By-Laws, with due observance of applicable laws and regulations. When doing so it shall provide the Participant Community with substantiated reasoning.

25.3 Amendment These By-Laws may be amended by the board at any time and without any notification being made. However, any decision by the board to amend any special quorum and/or majority requirement in these By-Laws shall be subject to the same special quorum and/or majority requirement.

25.4 Interpretation In the event of lack of clarity or difference of opinion on the interpretation of any provision of these By-Laws, the opinion of the Chair of the board shall be decisive.

25.5 Governing law and jurisdiction These By-Laws are governed by the laws of the Netherlands. The courts of the Netherlands have exclusive jurisdiction to settle any dispute arising from or in connection with these By-Laws (including any dispute regarding the existence, validity or termination of these By-Laws).

25.6 Complementarity to Dutch law and Articles of Association These By-Laws are complementary to the provisions governing the board as contained in Dutch law, other applicable Dutch or EU regulations and the Articles of Association. Where these By-Laws are inconsistent with Dutch law, other applicable Dutch or EU regulations or the Articles of Association, the latter shall prevail. Where these By-Laws are consistent with the Articles of Association but inconsistent with Dutch law or other applicable Dutch or EU regulations, the latter shall prevail.

25.7 Partial invalidity If one or more provisions of these By-Laws are or become invalid, this shall not affect the validity of the remaining provisions. The board may replace the invalid provisions by provisions that are valid and the effect of which, given the contents and purpose of these By-Laws, is to the greatest extent possible, similar to that of the invalid provisions.

ANNEX I

LIST OF DEFINITIONS

1.In these By-Laws the following terms have the following meanings:

“Articles of Association” means the articles of association (statuten) of the Foundation.

“board” means the Foundation’s managing board.

“Business Network” means a business network by industry-specific operators on top of the Network.

“By-Laws” means the By-Laws of the board, including the annexes belonging thereto.

“Chair of the board” or “Chair” means the chairman of the board.

“Corda” means a distributed ledger platform software made available pursuant to an Apache License made available at github.com/corda/ (“Corda Open Source”) and an enterprise distributed ledger platform software which may incorporate portions of Corda Open Source;

“directors” means each member of the board from time to time.

“Foundation” means the Corda Network Foundation Stichting.

“Governance Advisory Committee” means a group of committed Participant representatives, assembled by invitation, to advise of any aspects of governance of the Foundation which require due diligence and investigation.

“Governance Events” means all Governance Events as set out in Article 8 (Governance Events) of these By-Laws.

“in writing” means by letter, by telecopier, by e-mail, or by message which is transmitted via any other current means of communication and which can be received in written form.

“Network” means the Corda Network, an internet of Corda nodes governed by the Foundation in which business transactions are created and validated via Corda Distributed Applications (CorDapps) running on such nodes.

“Operator” means the operator of the Network that, in its role, will run the day-to-day operations of the Network, including managing the Network notary, providing an identity issuance service, and providing support and additional services to Participants .

“Participant” has the same meaning as in clause 8.1 of the Articles of Association.

“Participant Community” has the same meaning as in clause 8.5 of the Articles of Association.

“Participant Terms of Use” means the participation agreement entered into by the Participants and the Foundation pursuant to Article 8 of the Articles of Association.

“R3” means R3 LLC, a limited liability company incorporated under the laws of Delaware, having its office address at 11 West 42nd Street, floor 8, New York, NY 10036 and registered with the State of Delaware under number 5971617.

“R3 Directors” are the directors appointed by R3 pursuant to Clause 3.1.

“Region” means each of (i) North America, (ii) Central and South America, (iii) Europe, (iv) Africa and (v) Asia and Australasia.

“Technical Advisory Committee” or “TAC” means a group of committed Corda experts, assembled by invitation to advise on the technical direction of the Network, and on the adoption of network parameter changes.

“Trust Root” means the public/private key pair(s) that is used to sign all PKI certificates presented on the Network, directly or indirectly.

  1. Save where the context dictates otherwise, in these By-Laws: (a) words and expressions expressed in the singular form also include the plural form, and vice versa; (b) words and expressions expressed in the masculine form also include the feminine form and vice-versa; and (c) a reference to a statutory provision counts as a reference to this statutory provision including all its amendments, additions and replacing legislation that may apply from time to time.

  2. Headings of articles and other headings in these By-Laws are inserted for ease of reference and do not form part of the By-Laws concerning the purpose of interpretation.  

ANNEX II: INDUSTRY CLASSIFICATION MATRIX

   
Number Description
1 Agriculture, Forestry, Fishing and Hunting, Mining, Quarrying, and Oil and Gas Extraction
2 Utilities
3 Construction, Real Estate and Rental and Leasing, Accommodation and Food Services
4 Manufacturing, Transportation and Warehousing
5 Trade
6 Finance
7 Insurance
8 Professional, Scientific, and Technical Services
9 Public Administration, Educational Services, Arts, Entertainment, and Recreation, Health Care and Social Assistance
10 Other Services (except Public Administration), Management of Companies and Enterprises, Administrative and Support and Waste Management and Remediation Services