Fundamental Provisions

Fundamental Provisions (Draft)

Base agreements
	Purpose	Consistent with Identity Commons purpose.
	Principles	Fully comparable to Identity Commons set of principles.
	Participants	Capable of entering into a contract. Must be done voluntarily.
	(Group participant)	If allowed, must be a mutual contract among participants.
System definitions
	Related Corporations	Entities that have properly adopted these fundamental provisions into their governing instruments, and have entered into a contract with every other Related Corporation that they will operate in accord with them.
	ID Commons Trust Network	The network of Related Corporations.
Governance
	Structure	A related corporation may adopt any governance structure consistent with the fundamental provisions.
	Fiduciary duties	Fiduciary duty of care is owed to the specific related corporation only. Fiduciary duty of loyalty is owed the Purpose and Principles, and to the Identity Commons Trust Network.
	Indemnification, hold harmless	All governing bodies.
	Regular review of governance structure	At least every three (3) years.
	Governance of Fundamental Provisions	All entities that are part of the Identity Commons Trust Network are relevant and affected parties in the amendment or revision of these fundamental provisions.
Ownership
	Common assets/properties	Every related corporation must distinguish between those assets that it holds in trust for the participants in the Commons, and those that are reasonably excluded from this purpose.
	Ownership, IP, assets	The ownership structure of every entity within the Identity Commons Trust Network must ensure equitable access and use of common assets to all Identity Commons members, and be consistent with the Purpose and Principles.
	Identified authority	There must be an identified authority for all common properties within the Common.
	Terms of use	Terms of access and use of properties shall be established by those participating in its creation, and by any relevant terms established for properties from which it is derived.
	Transfer of common properties	Transfer of common properties may only be made to another related corporation.
Participant rights
	Right of self-determination	To establish their own purposes, principles and form of organization (consistent with existing agreements).
	Rights of self-organization (federation)	To work with whom and how they want (consistent with existing agreements), and to create new parts of the system.
	Right of self-governance	To make all decisions that they can reasonably make for themselves, and bind themselves to additional agreements, as they see fit (consistent with existing agreements).
	Right to join other Related Corporations	To become a member of one or more related corporations, and be able to withdraw their participation reasonably and equitably.
	Right to undertake activities	To undertake activities consistent with ID Commons Purpose and Principles, and those agreements established within self-governing parts of the network.
Participant contract
	Activities	To undertake activities consistent with ID Commons Purpose and Principles, and those agreements established within relevant self-governing parts of the network.
	Arbitration of disputes	To resolve disputes with other participants by bodies and methods within the network, if possible. If not, by arbitration.
	Non-transferability of membership	Memberships are non-transferable.
	Non-transferability of identity	Participants may not make or accept a transfer of identity without full transparency of the transfer, notification to all with whom that identity has agreements (with opportunity to withdraw from those agreements), and ongoing notice to participants of the transfer for a reasonable amount of time.
	Other
Fractalization
	Decision-making authority	Any set of all relevant and affected parties has the right to determine which related corporation(s) has authority for decisions affecting them and on which issues, subject to the approval of the governing bodies of the two corporations.
	Distribution of authority	A related corporation may only share an authority it has with another related corporation.
	Membership pass-through	Membership in one related corporation may constitute membership in another related corporation only if such membership is voluntarily chosen, the rights and responsibilities of such membership are clear, and the option of offering such membership is available to all related corporations on an equitable basis.
Misc.
	Interpretation clause	The primary rule of interpretation of these provisions and agreements arising out of them is to do so in accord with the Purpose and Principles. Within the network, the ultimate authority of this interpretation is the Identity Commons governing body. As last resort, the laws of the State of Delaware.

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