TOPOS Nondominium Agreement
DRAFT UNDER EVOLUTION
1 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 Agreement'.
2.1 The name of the Nondominium shall be TOPOS.
3 AIMS & OBJECTS
3.1 <add and amend as necessary> The general aim of TOPOS shall be the provision of knowledge services and the creation, stewardship and use of Intellectual Property (“IP”) and other productive assets ('TOPOS Assets') in accordance with the following principles:
Sustainability - to preserve TOPOS Assets so that they are available for future generations;
Equity – fair sharing of risk and reward as between Members;
Transparency – between Members in relation to the use of TOPOS Assets and to the usufruct of the TOPOS Assets;
Accessibility – TOPOS assets will be accessible to members subject to their consent to this agreement.
3.2 In furtherance of the above aims, TOPOS shall have the following Objects:
To ensure that TOPOS Assets are held in perpetuity on behalf of the members generally;
To promote collaborative, open and transparent development of TOPOS Assets.
To co-operate and collaborate with others having similar aims and objects.
<Add more here>
4.1 There shall be the following Classes of Member:
(a) Custodian –the members collectively – the TOPOS Foundation;
(b) User – members with rights of use of TOPOS Assets;
(c) Investor – members who have invested money, or money's worth in TOPOS Assets
(d) Manager – members who manage the development and use of TOPOS Assets.
4.2 Members may belong to more than one Class.
5.1 Only TOPOS Members may be voting members of the Executive.
5.2 The Executive comprises a minimum of two and a maximum of five representative Members:- the two Foundation members of TOPOS with three additional Members one from each Class, as follows: -
Foundation Member & Chair
5.3 The Chair shall be a representative of the TOPOS Foundation.
5.4 The Executive has the power to co-opt members to fill casual vacancies to maintain the maximum number of five, and deem the co-opted members as elected to the position, subject to confirmation at the following Annual General Meeting (AGM).
5.5 Elected or co-opted Members are appointed for a three year term, after which they must stand for-re-election.
5.6 All Enterprise Agreements must be submitted to the Executive Group for consideration and approval, prior to registration of the agreement and any related rights and obligations.
5.7 The Executive may appoint up to four 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 TOPOS. 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 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 TOPOS 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 TOPOS Assets shall be recorded in title and transaction registries to be maintained in the name of the Custodian.
8 ENTERPRISE AGREEMENTS
8.1 TOPOS 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 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 CUSTODIAN AGREEMENT
9.1 TOPOS 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 TOPOS 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.
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 DISPUTE RESOLUTION
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 TOPOS 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 TOPOS.
13 COMMON SOURCE
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.