The Omnitude Foundation

Two angel statues, mother and child, shot in a public park in Cologne

Our mission

The Omnitude Foundation will be a not for profit entity, committed to the development, governance and growth of the Omnitude ecosystem.

The Board of Trustees will constitute the governing body of the Omnitude Foundation. They will define the strategies and select functional committee chairpersons to facilitate the operation of the Foundation.

Designed for openness, inclusiveness, security, transparency and efficiency, the Foundation will ensure the development, innovation and growth of the Omnitude ecosystem.

Governance Constitution

The Omnitude Foundation will have a charitable or not for profit status, committed to the development, governance and advancement of the Omnitude Platform’s ecosystem.

The decentralized operating mechanism of blockchain technology enables the Foundation to have an innovative governance structure, much more aligned with the decentralized operating community.

The typical Foundation Board is accountable to no external entity in overseeing the substantive work of the Foundation. It is for this reason, we have chosen to adopt a ‘not for profit’ or charitable Foundation structure, whose donors are from a variety of different sources including but not limited to Omnitude Ltd.

Two angel statues, mother and child, shot in a public park in Cologne

The typical Foundation Board is accountable to no external entity in overseeing the substantive work of the Foundation. It is for this reason, we have chosen to adopt a ‘not for profit’ or charitable Foundation.

Omnitude Foundation, Governance,
Constitution and Design

1.1. Philosophy of Governance Structure with supporting principles

The following Governance Principles and Constitution are used by the Omnitude Foundation to serve as a supporting framework to assist the Independent Trustees (referred to as, the “Trustees”), the Omnitude Board Representative, the ECOM token community, the Chairperson and the Protector in the execution of its responsibilities. These Governance Principles reflect the Foundation’s absolute commitment to monitor the fairness and effectiveness of policy and decision making for the Omnitude Foundation.

All Organisations are accountable for obeying the Law and complying with the Tax Code. In this regard Foundation Boards are no different from the governing boards of other organisations. In many other ways, however, Foundation Boards face many other distinct challenges. Unlike corporate boards that are accountable to shareholders, or ‘not for profit’ boards that are accountable to donors, the typical Foundation Board is accountable to no external entity in overseeing the substantive work of the Foundation. It is for this reason, we have chosen to adopt a ‘not for profit’ or charitable Foundation structure, whose donors are from a variety of different sources including but not limited to Omnitude Ltd.

These governance principles are subject to modification from time to time by the Foundation.

1.2. Governance Structure

The Omnitude Foundation has a charitable status, committed to the development, governance and advancement of the Omnitude Platform’s ecosystem. The decentralized operating mechanism of blockchain technology enables the Foundation to have an innovative governance structure, much more aligned with the decentralized operating community. The organizational diagram below provides a representation of the Omnitude Foundation’s governance structure.

Omnitude Foundation Structure Diagram

Omnitude Foundation Governance Structure

The Public Trustees is the supporting body of the Omnitude Foundation. It selects identifiable independent members having a variety of experience and backgrounds from society at large. The Foundation lays out the critical strategies and selects functional experts from the Omnitude Organisation and the wider community to oversee the operational success of the Foundation. Note that the Trustee appointed Omnitude Community Trust (OCT) has 5 votes representation. A further 4 votes are allocated to the ECOM token community. The top 40 by token value, candidates who have 50,000 tokens invested will be invited to stand via a nomination and voting system to take place to elect the 4 persons to the Foundation Board. Before each meeting there will be a check made to ensure the individual still has the tokens vested.

One other position is elected on an annual basis from the Omnitude Board to cast a vote, but with reference to the associated expert from the Omnitude Board. Foundation Meetings occur monthly and agendas will drive the attendance panel but always with the same voting rights.

Finally, as a further governance element, and to avoid any of the OCT members acting against the best interests of the Omnitude business, there will be an independent ‘Protector’ to periodically audit the OCT. These members can be replaced if any individual is found to be acting against Omnitude Ltd.’s best interests.

Initially the Foundation Board will be chosen for a period of 1 Year and consist of the following:

Chairman – Chris Painter – Permanent

Omnitude Board Vote – Martyn Brougham – Electable every year

Omnitude Community Trust – Independently selected from Public Trustees – Permanent unless resigns or Protector selects them for replacement

ECOM token Community members – Electable every year

Admin – minutes and agendas officially signed and salient summary distributed

1.3. Stakeholders with Voting Authority

1.3.1. Stakeholders

In the Omnitude Platform, the stakeholders are the ECOM holders and some of them have specific roles such as Sponsored Nodes. Each of the stakeholders hold voting rights calculated by the vote allocation model. The stakeholders can be individuals, corporations, partners, ‘not for profit’ entities and other institutions with a valid legal status. The stakeholder vote allocation model ensures the inclusiveness of all identified stakeholders in the Omnitude ecosystem.

1.3.2. Stakeholders, Blockchain Operation nodes and multilayer certification

The following table shows the minimum ECOM holding requirement for each category of stakeholder and their corresponding vote allocation (after ecr20 launch and 1:1 token swap to Hyperledger tokens).

Minimum ECOM RequirementStakeholders with Vote AllocationVote Allocation
5,000 on date of meetingGreater than 50,000 tokens4 votes

Note: Detailed application and verification requirements will be released before the platform becomes operational.

1.3.3. Vote Allocation Model

Each Stakeholder shall have 1 vote and these will be split up to represent the percentage vote allocation for each of the 4 categories. In the event of a tie, the  Chairperson will agree the best course of action.

1.3.4. General Voting

1.3.4.1. Voting Issues

Initially the following will be voted by the Foundation Board according to their Vote Allocation:

  1. The election of the electable positions on the new Foundation Board *(some positions may be permanent, e.g Chairperson & Protector)
  2. The modification of the fundamental technical parameters of the Omnitude Platform
  3. Other issues that the Board of Trustees sees fit.

1.3.4.2. Vote Allocation Count

Before each vote, the Omnitude Foundation will announce formal voting rules. On the voting date, all the Foundation members will be eligible to cast their vote either in person during the meeting or via a secure service. Periodical voting events such as the election of the ECOM Community members will be announced at least one month prior to the voting date. For ad-hoc voting events, the Foundation will make the announcement on a case by case basis.

1.3.5. The Trustees

The Board of Trustees need to become strategic in recruiting and building the capacity of the OCT members. Our board development process includes:

  • A written job description for members – A Trustee’s job description will outline the requirements for service, the responsibilities assumed by members, and their accountability. It will make sure that each member takes his or her OCT responsibilities seriously. These descriptions will be formatted as a personal contract between the member and the not for profit and that members sign the contract every year to reaffirm their willingness to comply. We will confirm that OCT members have read and understand important policies, like the conflict of interest policy.
  • A strategic Trustees recruitment process – The first step is for the Trustees to identify the characteristics of individuals who would best serve the interest of the not for profit. The next step is to create an OCT recruitment matrix that outlines those characteristics, terms, and other data that could be useful when thinking about potential members. Finally, once identified, the Trustees should have a strategy for how it will cultivate prospects over time – to increase the likelihood that when asked, a prospect accepts.
  • Ongoing orientation and training process – All Trustee’s members, even those who have served on multiple boards for years, should receive information on their roles and responsibilities. All new members will participate in an initial orientation where they review the mission, programs, finances, and policies in depth. Experienced members can be used as guides for new members until the new members feel “in the loop.”
  • OCT Member’s evaluation process – A member of the OCT should take seriously. One of those responsibilities is to provide at least an annual review of what that CEO has done well, and opportunities for better service. At that time, the Board of Trustees should ask for equally candid feedback from their CEO about their performance. This could include specific information about individual members the CEO may have had difficulty with or more general information about the Board of Trustees’ support. In addition to this 360 degree approach, the Board of Trustees will engage in ongoing, at least annual, self-assessment. The Board of Trustees job description is a good tool to use to begin this process.

1.4.1. Mission

The Omnitude Foundation is a not for profit entity, committed to the development, governance and growth of the Omnitude ecosystem. The Board of Trustees is the governing body of the Omnitude Foundation. They define the strategies and select functional committee chairpersons to facilitate the operation of the Foundation. Designed for openness, inclusiveness, security, transparency and efficiency, the Foundation will ensure the development, innovation and growth of the Omnitude ecosystem.

TheFoundation Board believes that all committee members represent the balanced interests of the Omnitude ecosystem stakeholders as a holistic community. The Foundation Board represents the Omnitude Community stakeholders’ interests in future sustainable development of the technical architecture, growth, and ECOM value enhancement.

The Foundation Board is heavily involved in the blockchain ecosystem by providing active governance, ensuring the security, integration readiness, adoption and collaboration of the Omnitude ecosystem. The Omnitude Foundation is the Issuing Authority that grants Omnitude IDs to any party wishing to participate in the Omnitude ecosystem.

The Omnitude ecosystem codebase will be released under the MIT License to ensure any network participant can extend and adopt the platform for its’ specific use cases

The Board of Trustees is responsible for setting up the general oversight and framework, including the design of the operating rules of the blockchain, intended to achieve these goals.

The Foundation Board’s principal functions are to:

  • Propose and organize general voting activities for issues on the Omnitude’s
    ecosystem, including adjustments of the technical parameters, the election of new OCT members and other subjects that the Foundation Board deems necessary for general voting;
  • Review, approve and audit the Issuing Authority Process and applications that grants Omnitude IDs to any party wishing to participate in the Omnitude ecosystem.
  • Review, approve, and audit the Foundation’s major strategic, technical, financial, and Community goals.
  • Review, modify and approve the governance principles of the Foundation;
  • Review, approve and audit the Foundation’s annual budget, financial status, use of funds and its major transactions;
  • Review, approve and monitor the process of nomination and election of the Trustees Committee members, functional committee chairpersons and the General Secretary of the Foundation; and
  • Review, approve and monitor the commercial model of ECOM (operating cost basis of the Omnitude ecosystem) and cost model of the platform including but not limited to market variations and financial targets and other related policies.

1.4.2. Membership

1.4.2.1. Size

The Omnitude Foundation Board will govern with 10 members who are either investors, founders, partners, advisors public trustees or board members of Omnitude Ltd..

Chairperson. The Chairperson is a permanent position occupied by the owner of Omnitude Ltd., Chris Painter..

The Omnitude Board Representative must be a Board member who is responsible for coordination between the functional areas of discussion and the Foundation Board, co-opting other members of the Omnitude Board as required.

The first  Omnitude Board Representative is selected by the Foundation Board but then subject to a Omnitude Board vote.

1.4.2.2. Term, Retirement and Termination

The Term shall be for 1 year unless a member resigns, retires, or is terminated. The positions of CEO, Technical Committee Lead and Company Secretary are considered to be permanent. All other positions are subject to nomination, voting and election. The Protector can suggest revising the OCT if it does not feel it represents the diverse needs of the Foundation whilst complying with regulatory controls.

1.4.2.3. New Foundation Board – Nomination and Election

Nomination: To ensure the stability of the Foundation, the existing members of the OCT and ECOM are automatically nominees. Parties can nominate up to 3 candidates for each position
Election: the new Foundation Board will be elected by those members with voting authority, two months before the end of the term of the existing Foundation Board.

1.4.3. Conduct of the Foundation Board Meetings

The Foundation Board shall meet 6 times per year. Unscheduled meetings ad-hoc meetings can be called by Foundation Board members with the appropriate notice period.

1.4.3.1. Attendance

All members of the Foundation Board are expected to attend all scheduled and unscheduled meetings. For the Annual General Meeting, all members should attend in person. For scheduled and unscheduled ad-hoc board meetings, members may attend in person or via video call.

1.4.3.2. Attendance of Non-Members

From time to time the Omnitude Board Representative may invite advisors, community members or other non-members to increase informed discussion and decisioning wherever they deem the expert opinion will augment the existing members.

1.4.3.3. Minutes

All decisions shall be recorded by the Administration Secretary and placed before the Foundation Board at the following meeting and signed off as being a fair and accurate reflection of the proceedings

1.4.4. Foundation Board Compensation

It is shown that greater participation and use of ones own time on Foundation business is increased when a nominal amount is paid to each member. In the US the mean has been cited as $22,000 or $324 per hour spent on Foundation business. This of course would only be paid to non Omnitude employee members. (Source: A Report on a Survey of CEOs of the Largest 250 Foundations in the U.S. by the Center for Effective Philanthropy)

1.6. Functional Areas Of Interest

1.6.1. Areas Of Interest

Foundation Board has chosen the initial set of functional committees to include:

  • Technical
  • Audit (incl Risk & Compliance)
  • PR
  • Nominations
  • Education

The Nominations Area of Interest should be an independent member of the Foundation Board.

1.6.2. Functional Areas of Interest Meetings

To have a proposed agenda defined by the first Area of Interest Lead. They will define scope and reporting to the Foundation Board and construct their meetings with a mix of internal and external team members to enable the Foundation’s objectives to be met or exceeded.

1.7. Communication and Disclosure

1.7.1. Communication with the Foundation Board

Open and transparent contact and questions from the Omnitude or ECOM Community are to be encouraged and a mechanism implemented to give feedback and answers to these questions intended for the Foundation Board on [email protected]

1.7.2. Disclosure

To maintain Omnitude’s principle of transparency, the Foundation Board will publish a half year and full year summary report outlining the activities of the Foundation Board and its associated Areas of Interest.

1.7.3. Ethics

Ethics and adherence to the laws of England and Wales and wherever the Omnitude ecosystem is operating. All and any conflicts of interests must be declared and dealt with immediately. This may range from incitement to purchase by bribery or other unacceptable means to becoming a paid for member of a competing business entity. Any doubts as to whether the Code of Conduct has been breached or compromised should be taken to the Administrative Secretary in the first instance.

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