Organisational Regulations
Last approval 19 September 2023
TITLE I - PURPOSE OF THE ORGANISATIONAL REGULATIONS
ARTICLE 1 - PURPOSE
These Organisational Regulations are adopted by the Governance Committee of the Web3 Music Association (the "Association") and govern together will all applicable laws the organisation of the Association.
There Organisational Regulations are a supplement to the rules already established in the Articles of Association (the “Articles”).
In case of any conflict or inconsistency between the applicable laws, the Articles or any provisions in different rules, policies, procedures and regulations, the following order of precedence shall govern: (1) mandatory applicable laws, (2) the Articles, (3) these Regulations, (4) any other rules, policies, procedures or regulations of the Association. In case of any conflict or inconsistency between any other rules, policies, procedures or regulations of the Association, the one relating to the subject matter shall prevail.
TITLE II - GOVERNANCE COMMITTEE
ARTICLE 2 - PRINCIPLE
Other than with respect to the powers of the General Assembly described in Article 6 of the Articles, to the extent permitted by law, all powers of the Association shall be exercised by the Governance Committee.
The Governance Committee performs the duties assigned to it in the Articles and administers the operation of the Association according to the provisions of the law, the provisions of the Articles, the Code of Ethics and Business Conduct, these Organisational Regulations, as well as other regulations and procedures defined within the Association.
The Governance Committee may delegate its duties to one or more members of the Governance Committee and create additional subcommittees including members outside of the Association.
The Governance Committee may appoint a secretary who does not need to be a member of the Governance Committee.
ARTICLE 3 - TASKS OF THE GOVERNANCE COMMITTEE
The Governance Committee is responsible for implementing the purpose of the Association.
The Governance Committee has in particular the following tasks:
the overall management of the Association, the definition of the strategic objectives and principles of the Association and the determination of the means to achieve them;
determination of the organisation of the Association, branches and controlled companies (if applicable);
representation of the Association;
review proposals by the protocol native token holders according to article 7.2 of the Articles;
regulation of the signature and representation rights of the representatives of the Association and the persons entrusted with the management; creation and dissolution of subcommittees;
appointment and dismissal of the members of subcommittees and of delegates such as a Chief Executive Officer;
supervision and control of the management, employees and service providers;
administration of the Association's assets in accordance with business principles;
procurement and use of the Association's funds;
election and dismissal of an independent external Auditor;
application for an exemption from the audit requirement with the supervisory authority;
except as set out otherwise in the Articles, passing resolutions on amendments of this and any other regulations it may have enacted;
drafting the annual review;
drafting the strategic roadmap.
ARTICLE 4 - COMPOSITION AND TERM OF OFFICE OF THE GOVERNANCE COMMITTEE
The Governance Committee shall be composed in such a way that a responsible fulfilment of the Association’s purpose can be ensured. If possible, a majority of the members of the Governance Committee shall be experienced people with specialised knowledge in the area of open and decentralised technologies.
The term of office of the members of the Governance Committee is three years in accordance with article 7.3 of the Articles. Re-election is possible.
The term also ends upon resignation, dismissal, loss of ability to act and death of a member.
Dismissal from the Governance Committee is possible by the General Assembly at any time.
Governance Committee members may resign at any time by submitting a written declaration to the President. The resignation shall take effect on the date of receipt or at a later time specified therein.
If members of the Governance Committee drop out during the term of office, substitution elections shall take place for the remainder of the term.
ARTICLE 5 - MEETINGS AND AGENDA
No resolutions may be passed on items not included in the agenda without the consent of all members of the Governance Committee.
ARTICLE 6 - PRESIDENT
The meetings of the Governance Committee shall be chaired by the President of the Governance Committee; in its absence, by one of the members present.
The President has the signatory powers for any contracts consistent with the strategic roadmap with value up to CHF 500.000,00.
ARTICLE 7 - QUORUM OF ATTENDANCE
The Governance Committee shall constitute a valid quorum if the majority of its members is present. If the Governance Committee (temporarily) consists of less than three members, then all members must be present. A member of the Governance Committee may not be represented.
ARTICLE 8 - DECISION-MAKING
The resolutions of the Governance Committee are adopted by the majority of votes cast (one person one vote). In the event of an equality of votes, the President of the Governance Committee shall have the casting vote.
The following resolutions require the approval of two thirds of all members of the Governance Committee. If the Governance Committee (temporarily) consists of less than three members, decisions have to be taken unanimously:
creation and dissolution of subcommittees;
appointment and dismissal of the members of subcommittees and of delegate such as a Chief Executive Officer;
approve the annual review to be issued by the Governance Committee and the financial statements that will be subject to approval by the General Assembly;
approve the strategic roadmap;
issuance and amendments of regulations, incl. these Organisational Regulations;
investments, expenditures, sale of assets, entering into contractual obligations and donations exceeding CHF 500.000,00 (whether by a single transaction or a series of related transactions) and which are not included in the budget.
The following resolutions require a unanimous decision of the Governance Committee:
transfer of the registered office of the Association.
ARTICLE 9 - MINUTES
Minutes recording the deliberations and resolutions of the Governance Committee shall be kept. The minutes shall be signed by the President and if designated the secretary.
ARTICLE 10 - RIGHT OF INFORMATION
Each member of the Governance Committee may request information on all matters relating to the Association. In the meetings, all members of the Governance Committee and any subcommittees are obliged to provide information. If a member of the Governance Committee requests information or inspection of business documents outside the meetings, such member shall address this request in writing to the President of the Governance Committee or any subcommittee, namely the chair of a specific subcommittee.
On request of the Governance Committee, each chair of a subcommittee informs the Governance Committee about the current course of business and their focus. Extraordinary events must be brought to the attention of the Governance Committee without delay.
ARTICLE 11 - COMPENSATION AND EXPENSES
The members of the Governance Committee may determine a compensation for each member based on good market practice and up to the maximum amount resolved upon by the General Assembly.
Expenses shall be covered depending on actual time and effort expended. The Governance Committee shall decide on a case-by-case basis on the payment of attendance fees or compensations to members or persons with special powers.
TITLE III - CHIEF EXECUTIVE OFFICER
ARTICLE 12 - APPOINTMENT OF THE CEO
The Governance Committee elects, among members of the Governance Committee, a Chief Executive Officer (CEO) who shall serve as the highest-ranking executive in the Association.
The CEO will hold its office until he/she resigns, or is removed or is otherwise disqualified to serve, or until a successor will be appointed by the Governance Committee, whichever occurs first. Subject to the terms and conditions of individual agreements and mandatory applicable laws, the Governance Committee may remove the CEO, either with or without cause, at any time.
ARTICLE 13 - RESPONSIBILITIES OF THE CEO
The CEO shall be responsible for the management of overall operations, strategic direction, and decision-making within the Association.
The CEO shall be accountable to the Governance Committee and shall regularly report to the Governance Committee on the status of the Association's operations, achievements, challenges, and other matters of significance. At any time, the CEO, shall report without delay to the Governance Committee all significant changes, developments and events affecting the business of the Association.
The CEO suggests to the Governance Committee potential candidates to be appointed as members of the Executive Committee, possibly in consultation with or approval by the Governance Committee, based on skills, experience, and alignment with organisational goals.
The Governance Committee may define the rights and duties of the CEO in a separate agreement.
TITLE IV - EXECUTIVE COMMITTEE
ARTICLE 14 - PRINCIPLE
The Executive Committee is appointed by the Governance Committee under the suggestion of the CEO and each member of the Executive Committee will hold office until such member resigns, or is removed or is otherwise disqualified to serve, or until a successor will be appointed by the Governance Committee, whichever occurs first. Subject to the terms and conditions of individual agreements and mandatory applicable laws, the Governance Committee may remove any member, either with or without cause, at any time.
Any member of the Executive Committee may resign at any time by giving written notice as set out in the individual agreement (if any) to the Governance Committee or to the President.
The Executive Committee performs the duties assigned to it by the CEO.
The Executive Committee manages operational aspects, including implementing projects and initiatives of the Association according to the provisions of the law, the provisions of the Articles, the Code of Ethics and Business Conduct, these Organisational Regulations, as well as other regulations and procedures defined within the Association.
ARTICLE 15 - TASKS OF THE EXECUTIVE COMMITTEE
The Executive Committee is responsible for managing the day to day operational activities of the Association.
The Executive Committee has in particular the following tasks:
Operational execution and coordination;
Works closely with the CEO, or with the President in case a CEO is not elected, to achieve organisational objectives;
Oversee various Committees or working groups focused on specific tasks or projects.
The Governance Committee may define the rights and duties of the Executive Committee in a separate agreement.
ARTICLE 16 - REPORTING
The Executive Committee reports to the CEO.
ARTICLE 17 - MEETINGS OF THE EXECUTIVE COMMITTEE
The Executive Committee generally holds one meeting every week or more if business requires.
Executive Committee meetings can be held as physical meetings, by telephone conference or video conference call.
The Executive Committee passes its resolutions by a majority of the votes casted. Each member of the Executive Committee has one vote. In case of vote parity, the chair shall have the casting vote.
Minutes recording the meetings of the Executive Committee shall be kept. The minutes shall be signed by one of the members and provided by email to the President or the CEO for approval.
ARTICLE 18 - COMPENSATION
The members of the Executive Committee will serve without compensation by the Association, unless the Governance Committee authorises compensation. Nothing herein contained will be construed to preclude any member of the Executive Committee from serving the Association in any other capacity as an agent, employee, or otherwise, and receiving compensation therefore.
TITLE V - ADVISORY COMMITTEE
ARTICLE 19 - PRINCIPLE
The Advisory Committee is appointed by the Governance Committee under the suggestion of the President or the CEO and each member of the Advisory Committee will hold office until such member resigns, or is removed or is otherwise disqualified to serve, or until a successor will be appointed by the Governance Committee, whichever occurs first. Subject to the terms and conditions of individual agreements and mandatory applicable laws, the Governance Committee may remove any members, either with or without cause, at any time.
Any member of the Advisory Committee may resign at any time by giving written notice as set out in the individual agreement (if any) to the Governance Committee or to the President.
The Advisory Committee provides expert advice and recommendations to the Governance Committee on specific issues or areas related to the mission of the Association according to the provisions of the law, the provisions of the Articles, the Code of Ethics and Business Conduct, these Organisational Regulations, a well as other regulations and procedures defined within the Association.
ARTICLE 20 - TASKS OF THE ADVISORY COMMITTEE
The Advisory Committee is responsible for providing expert advice and recommendations to the management of the Association.
The Advisory Committee has in particular the following tasks:
offer specialised advice and expertise as requested by the Governance Committee and the CEO;
review and provide feedback on strategic plans, risk management, or specific projects.
The Governance Committee may define the rights and duties of the Advisory Committee in a separate agreement.
The recommendations of the Advisory Committee are non-binding but are given strong consideration due to the expertise involved.
ARTICLE 21 - MEETINGS OF THE ADVISORY COMMITTEE
The Advisory Committee generally holds one meeting every month or more if business requires.
Advisory Committee meetings can be held as physical meetings, by telephone conference or video conference call.
The Advisory Committee passes its resolutions by a majority of the votes casted. Each member of the Advisory Committee has one vote. In case of vote parity, the chair shall have the casting vote.
Minutes recording the meetings of the Advisory Committee shall be kept. The minutes shall be signed by one of the members and provided by email to the President or the CEO for acknowledgment.
ARTICLE 22 - COMPENSATION
The members of the Advisory Committee will serve without compensation by the Association, unless the Governance Committee authorises compensation. Nothing herein contained will be construed to preclude any member of the Advisory Committee from serving the Association in any other capacity as an agent, employee, or otherwise, and receiving compensation therefore.
TITLE VI - OTHER COMMITTEES
ARTICLE 23 - OTHER COMMITTEES
The Governance Committee may, by means of a decision, if necessary, create additional committees or other sub-bodies and establish a list of tasks, specifications, terms and conditions, which lay down the members and competencies of the committees. The Governance Committee may also enact specific regulations or policies. Every committee shall appoint a chair and secretary.
The committees shall meet as often as necessary, but at least once a year.
The committees shall make a report regarding its activities to the Governance Committee on request. A report must be submitted to the Governance Committee at least once per calendar year.
The minutes of the committee meetings as well as any decision taken shall be sent promptly to all Governance Committee members.
Any member may also request a meeting with the Governance Committee if necessary. Otherwise, the coordination among the members of the committees and with the Governance Committee will take place via e-mail or other means of communication.
No committee shall incur expenditure or liability on behalf of the Association except where explicitly authorised by the Governance Committee or in accordance with a budget which has been approved by the Governance Committee.
The meetings and proceedings of any committee shall be governed by the provisions of these Organisation Regulations regulating the meetings and proceedings of the Governance Committee so far as they apply and are not superseded by any regulations made by the Governance Committee.
TITLE VII – SIGNING AUTHORITY
ARTICLE 24 - SIGNING AUTHORITY
The Governance Committee appoints the persons authorised to sign on behalf of the Association and determines their signature authority. As a general rule, the Governance Committee shall only grant to Governance Committee members, officers and other individuals representing the Association collective signature right by two.
If a member of the Governance Committee is also the chair of the management, such member may only sign collectively with another authorised signatory from the Governance Committee or the management but not with any non Governance Committee or non-management individual.
TITLE IX - MEMBERS APPLICATIONS
ARTICLE 25 - CATEGORIES OF MEMBERS
The Association’s members are divided in three categories, each of them is designed to match the varying levels of engagement, contribution, and commitment that members have within our ecosystem:
Genesis Members are contributors to the Association, engaging through their unique expertise, network of relations, or voluntary involvement in the music or web3 industries. While they lack voting rights in the General Assembly, their contributions are vital, and they are entitled to actively participate and engage in debates within the General Assembly;
Development Members play an essential role in the Association through financial contributions (including holding native tokens), software development, or other means as determined by the Governance Committee. These members are empowered with full voting rights in the General Assembly, reflecting their active role and influence in shaping the Association's direction;
Visionary Members represent a tier of substantial commitment and contribution to the Association, encompassing financials (including significant native token holdings), software development, and other means as defined by the Governance Committee. They enjoy full voting rights in the General Assembly and certain additional privileges, as outlined in these Articles of Association. Their leadership role reflects an elevated level of engagement, insight, and influence within the community.
The Genesis Members category serves as an entry point, offering access to the Association’s ecosystem. Genesis Members can take part in networking events and gain valuable insights from content, encouraging them to develop their own unique contribution value proposition. This sets the stage for them to advance to higher tiers, engaging more directly and substantially with the community and its initiatives.
The Development Members category is where commitment meets opportunity. By holding tokens and actively contributing to the growth of the Association ecosystem, members at this level become co-creators of the Association’s future. With voting rights in the General Assembly, eligibility to be part of the Advisory Committee, access to exclusive resources, and collaboration opportunities, this tier empowers its members to go beyond mere participation. It is a space for proactive growth, innovation, and shared success.
The Visionary Members category represents the apex of influence and leadership within the Association. Reserved for those shaping the industry, Visionary Members are leaders who drive transformative changes. They enjoy all the privileges of the Development Members, enriched by exclusive benefits that put them at the forefront of the ecosystem. This tier embodies a commitment to leverage resources, insights, and influence to drive the growth of the Association and include eligibility to become a member of the Strategic Committee.
ARTICLE 26 - APPLICATIONS
Applications for admission as Genesis Members, Development Members and Visionary Members must be addressed to the Governance Committee by filling in the online forms available on the Association’s website. The content of the forms is determined by the Governance Committee with express consent of the Governance Committee members nominated by the Founding Members.
The Governance Committee renders the final decision on the admission to the Genesis Members, Development Members and Visionary Members categories within 30 days from the submission of the related admission form. Such an admission requires the consent of the Governance Committee members nominated by the Founding Members.
In order to pass from the Genesis Members category to the Development Members category, the following conditions must be met:
active engagement with community discussions within the Association;
substantial contributions to the Association’s initiatives;
at least one year of membership in the Genesis Member category;
vesting Association’s native tokens in an amount established from time to time and on a case by case basis by the Governance Committee;
verifiable evidence of contributions to the Association’s ecosystem.
In order to pass from the Development Members category to the Visionary Members category, the following conditions must be met:
robust track record of substantial engagement, thought leadership, and concrete commitments within and to the Association;
at least one year of membership in the Development Member category;
vesting Association’s native tokens in an amount established from time to time and on a case by case basis by the Governance Committee.
The Governance Committee may set further membership fees to each category of members.
TITLE X - MISCELLANEOUS
ARTICLE 27 - MEETING TYPES
For any meeting by the Governance Committee, the Executive Committee, the management, the Advisory Committee or any other committee or type of meeting within the Association, the participation by means of telephone conference, video conference or any other means of communication by which the participating persons may hear and understand each other as well identify one another, is deemed as equivalent to a meeting with physical presence.
ARTICLE 28 - MODIFICATION AND ORGANISATIONAL REGULATIONS
The Governance Committee may at any time amend the provisions of these Organisational Regulations within the purpose of the Association.
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