Statutes

I. General Provisions

Article 1 – Name and Seat

  1. PRAGMA is an association incorporated under Art. 60 et seqq. of the Swiss Civil Code.
  2. Its domicile is at Dammstrasse 16, Zug. PRAGMA is registered in the Commercial Registry of the canton of Zug.

Article 2 – Objectives

The objectives of PRAGMA are:

  1. creation of an open source ecosystem for blockchain software projects;
  2. fostering collaborative innovation and transparency in blockchain software projects;
  3. promoting community-driven development and shared expertise in the blockchain community;
  4. creation of software codes for the public good which are freely available, emphasising accessibility, inclusivity, and societal impact of the projects;
  5. building enduring and impactful projects in various areas related to blockchain software development, focusing on long-term public sustainability and a lasting positive effect on the open-source software community and beyond.

Article 3 – Languages

  1. The working languages of the association are English and German. All official documentation issued by PRAGMA will be issued in one or both of these languages.
  2. In the event of any conflicts between the English and German versions of these Statutes or any other document issued by PRAGMA, the English version shall prevail.

Article 4 – Vision

  1. In a first phase, PRAGMA activities shall focus on a limited number of projects chosen by the members at the constitutional assembly of the association and managed by maintainer committees reporting to the Administrative Board. Membership shall be limited to legal entities.
  2. In a second phase, PRAGMA shall expand its activities and onboard new projects through the constitution of a project committee responsible for vetting and selecting additional maintainer committees. Membership shall be opened up to natural persons.
  3. The General Assembly determines the start of the second phase per par. 2.

II. Bodies

Article 5 – General Structure

  1. The bodies of PRAGMA are:

    1. The General Assembly, which is the supreme and strategic body;
    2. The Administrative Board, which is the oversight and coordinating body;
    3. If instated by the General Assembly, the administration, which would be the operational body;
    4. The Maintainer Committees, each of which organises, manages, and implements a specific blockchain software project; and
    5. If instated by the General Assembly, a project committee.

  2. The Administrative Board shall propose to the General Assembly the creation of new maintainer committees for the implementation of additional blockchain software or other related projects. The maintainer committees’ organisation, responsibilities and authority shall be set out in regulations to be approved by the Administrative Board.

III. Membership

Article 6 – Members’ rights and obligations

  1. Membership is limited to legal entities.
  2. Members have the following rights:
    1. to call a General Assembly in accordance with these Statutes;
    2. to propose items to be included in the agenda of a General Assembly;
    3. to take part in the General Assembly with one vote each;
    4. to nominate candidates for the positions on the Administrative Board;
    5. to request access to the services provided by PRAGMA to members at any time; and
    6. to request access to PRAGMA’s bookkeeping records and other internal documentation of the association in order to exercise their rights in the General Assembly.
  3. Members have the following obligations:
    1. to comply at all times with these Statutes and any regulations, guidelines, circulars etc. issued by any body of PRAGMA;
    2. to pay their membership fees; and
    3. to make any other membership contributions required by these Statutes.

Article 7 – Members’ contributions

  1. Membership fees are set by the General Assembly. The Administrative Board shall submit recommendations to the General Assembly for membership fees each year, which shall take into account the different rights and obligations of the members and shall ensure the proper financing of PRAGMA.
  2. Further financial or in-kind contributions from members or third parties may be accepted at any time. In particular, members are free at any time to offer their expertise, know-how etc. to PRAGMA and provide resources to the members of the maintainer committees.
  3. However, PRAGMA may not accept financial donations which are expressly or implicitly made for any projects managed by the maintainer committees or under consideration by the project committee.
  4. The General Assembly may refuse to accept significant donations, in particular from third parties whose objectives do not align with the objectives of PRAGMA.
  5. The Administrative Board shall report on any significant donations to the members at the earliest opportunity.

Article 8 – Membership

  1. The initial members of PRAGMA are the following legal entities:
  2. Other legal entities that are active in blockchain and open source technologies and that can actively contribute to the achievement of PRAGMA’s statutory objectives are eligible to join the membership of PRAGMA.
  3. The General Assembly has sole authority to admit or expel members.
  4. Organisations that wish to become members of PRAGMA shall apply in writing to the Administrative Board. The application must include a written recommendation for membership in PRAGMA from at least two members. The Administrative Board will submit the application for membership to the General Assembly together with its recommendation for approval or rejection.
  5. New members acquire the rights and obligations of their membership upon the closing of the General Assembly at which they have been admitted, unless otherwise decided by the General Assembly.

Article 9 – Members’ Expulsion

  1. The General Assembly may expel any member of PRAGMA at the recommendation of the Administrative Board in the event that:
    1. the member has seriously violated these Statutes and/or its obligations towards PRAGMA;
    2. the member by its behaviour has made impossible the cooperation with other members;
    3. the member has seriously damaged the reputation of PRAGMA.
  2. More than 50% of PRAGMA’s members must be present at a General Assembly at which a member is to be expelled, and the decision must be taken with no less than two thirds of the valid votes cast.

Article 10 – Members’ Resignation

Any member may resign from PRAGMA in writing at any time with immediate effect. Pre-paid membership fees for the respective calendar year or any other contribution will not be reimbursed.

IV. The General Assembly

Article 11 – Organization

  1. The General Assembly shall meet at least once a year. It may be held in person or by any other means of communication.
  2. The Administrative Board determines the place (or means of communication), date, and time of each meeting.
  3. Any member may at any time make a written request that the Administrative Board convene an additional meeting of the General Assembly.
  4. If the activity of the association requires it, the Administrative Board may also convene an additional meeting of the General Assembly.

Article 12 – Meetings

  1. The Administrative Board shall notify the members of the place (or means of communication), date, and time of the next regular General Assembly at least seven weeks in advance.
  2. The Administrative Board shall formally invite the members to the next regular General Assembly at least three weeks in advance. The formal invitation shall include all organisational details and the agenda and all supporting documentation for the General Assembly.
  3. Members may submit written proposals to the Administrative Board for items to be included on the agenda of any General Assembly up until two weeks before the formal invitation per para. 2 must be issued.
  4. The agenda of any General Assembly may be altered only by decision of the General Assembly. Votes on matters which have not been notified by the Administrative Board to the members in advance of the General Assembly shall be deferred to the next General Assembly unless the General Assembly decides otherwise.

Article 13 – Additional Meetings

  1. The Administrative Board must notify the members of the place (or means of communication), date, and time of the additional meeting at least three weeks in advance.
  2. The agenda for an additional General Assembly must include the items which the Administrative Board or the requesting members consider gave rise to the need for the additional General Assembly.
  3. The agenda and the necessary documentation must be notified to the members in writing at least one week in advance of the meeting.

Article 14 – Decisions and Majorities

  1. All decisions of the General Assembly are taken unanimously by the members who are present, unless these Statutes expressly provide otherwise.
  2. If unanimity is not achieved in any vote, the Administrative Board will ask the members to vote on whether the matter should be opened for discussion again, with the aim of holding a second round of voting at the same General Assembly. The General Assembly may also vote to adjourn the issue at hand until the next meeting of the General Assembly.
  3. If unanimity on the following decisions is not achieved in any vote, the decision shall be reopened for discussion and further votes shall be held. After three unsuccessful rounds of voting, the decision shall be subject to a two thirds majority of valid votes cast.
    1. Approval of the budget for the following year;
    2. Approval of the financial statements and auditor’s reports, if applicable;
    3. Election and removal of the members of the Administrative Board and determination of the number of Administrative Board members for each term of office; and
    4. Changes to these Statutes as required to implement the second phase of development described in Article 4 para. 2 of these Statutes.
  4. Decisions passed by a General Assembly shall come into effect upon the closing of the General Assembly at which they have been passed, unless the General Assembly expressly determines otherwise.

Article 15 – Member’s representation

  1. Members are represented at the General Assembly by one delegate each, who must be employed or mandated by the members they represent. Upon request by the Administrative Board, a delegate must demonstrate that they were properly appointed by the member they represent. If this is not done, the member in question is stated not to be present, and the delegate may not join the General Assembly.
  2. Only members who are present at a General Assembly may vote. Proxy voting or voting by any form of correspondence is not permitted.

Article 16 – Voting

  1. Voting is by show of hands or by equivalent electronic means.
  2. The General Assembly may appoint any delegate as a scrutineer.
  3. Elections are conducted by secret ballot unless otherwise decided by the General Assembly, but may be by acclamation if only one candidate is put forward for each respective position.
  4. In exceptionally urgent cases, the Administrative Board may forgo the convention of a General Assembly and ask members to vote on a specific matter by correspondence, including email or any other form of communication evidenced in writing. In that case, the Administrative Board shall ensure that the members are provided in writing with all information which is relevant to the vote.

Article 17 – Minutes

The minutes of the General Assembly are kept by the Secretary of the Administrative Board and must be submitted for approval by the members at the next General Assembly.

Article 18 – Competences

The General Assembly has the following indefeasible competences:

  1. Approval of the agenda of the General Assembly;
  2. Appointment of scrutineers;
  3. Admission or expulsion of members;
  4. Approval of the minutes of the previous General Assembly;
  5. Approval of PRAGMA’s strategy;
  6. Approval of the start of the second phase of the association’s vision as per art. 4 par. 2 of these Statutes;
  7. Approval of all financial matters of PRAGMA, including in particular, approval of the yearly budget, financial statements and auditor’s report, if applicable;
  8. Amendment of these Statutes;
  9. Election and removal of the members of the Administrative Board;
  10. Decision on number of seats open on the Administrative Board for their next term of office;
  11. Creation of maintainer committees upon proposal submitted by the Administrative Board;
  12. Choice of the services provided by PRAGMA to the maintainer committees;
  13. Creation of a project committee;
  14. Approval of the activity report for the previous calendar year, and approval of planned activities for the next calendar year;
  15. Approval of proposals submitted by the members;
  16. Dissolution of PRAGMA and disposal of its assets in accordance with Article 33.

V. Administrative Board

Article 19 – Organization

  1. The Administrative Board consists of up to five but no less than three members in total:
    1. Up to four members elected by the General Assembly (“ordinary members”); and
    2. At least one independent member.
  2. Of the up to four ordinary member seats, one position is that of Lead Administrator. Unless otherwise unanimously agreed by the Administrative Board members, this position shall rotate among the ordinary members on an annual basis, changing after the end of the General Assembly at which the annual financial statements are approved by the members.
  3. The General Assembly may decide how many members shall sit on the Administrative Board in the year before elections are due.
  4. All members of the Administrative Board are elected for four-year terms. They may be elected for no more than three terms, or twelve years in total.

Article 20 – Board Members’ Eligibility

  1. Ordinary members of the Administrative Board must be recommended by one of the members of PRAGMA. Candidates for the ordinary member seats of the Administrative Board are chosen so as to ensure their skills reflect the knowledge and experience needed to run the association.
  2. Independent members of the Administrative Board must be experienced in managing open source projects or managing legal entities active in the field of open source software.
  3. No member of the Administrative Board may simultaneously be a delegate of a member of PRAGMA to the General Assembly.
  4. No member of the Administrative Board can be the spouse or close family member of, or otherwise entertain close relations with a contractor of PRAGMA.

Article 21 - Meetings

  1. The Administrative Board shall meet at least three times a year. Meetings can be held in person or by any other means of communication. Meetings are organised, notified to the members, and chaired by the Lead Administrator.
  2. Decisions are taken by simple majority vote, each member of the Administrative Board having one vote. The Lead Administrator has a casting vote.
  3. Voting is by show of hands or by equivalent electronic means.
  4. The Secretary of the Administrative Board shall keep the minutes of each meeting.
  5. In urgent cases, the Administrative Board may take decisions by circular resolution, including email or any other form of communication evidenced in writing.

Article 22 – Powers

  1. The Administrative Board has the following main powers:
    1. Development of strategic direction for PRAGMA, subject to approval by the General Assembly;
    2. Implementation, management, and oversight of the administration of PRAGMA;
    3. Organisation and management of the services provided to members, including selection and appointment of appropriate service providers;
    4. Management of PRAGMA’s financial affairs;
    5. Organisation of the General Assembly and reporting to the General Assembly on all activities of PRAGMA;
    6. Upon decision by the General Assembly to create a project committee, set-up of a project committee and appoint its members;
    7. Upon decision of the General Assembly to create one or several maintainer committee(s), appoint the maintainer committee lead(s) for such maintainer committee(s);
  2. The Administrative Board shall deal with any matter relating to PRAGMA that these Statutes do not assign to any other body.

Article 23 – Powers of Representation

Members of the Administrative Board shall represent PRAGMA legally and each have joint signature by two.

Article 24 – Administrative Board Secretary

  1. The Secretary of the Administrative Board is appointed by the Administrative Board for a term of one year.
  2. Their duties are:
    1. Record-keeping of the meetings of the Administrative Board; and
    2. Management of PRAGMA’s files.

Article 25 – Administrative Board Lead

  1. The Lead of the Administrative Board is appointed by the Administrative Board for a term of one year.
  2. Their duties are:
    1. Preparation of the decision-making process by the Administrative Board;
    2. First point of contact for relationships with members, maintainer committees, the project committee (as applicable) and third parties.

VI. Maintainer Committees

Article 26 – Role

Maintainer committees are the bodies of PRAGMA which are charged with the organisation and management of specific open source projects. Each maintainer committee manages and oversees one project including administering the relationships with contributors to the project. Within the limits of these Statutes, maintainer committees freely organise their work and their governance.

Article 27 – Organization

  1. Each maintainer committee has a lead maintainer appointed by the Administrative Board. The lead maintainer appoints the other initial members of the maintainer committee. Thereafter, both the lead and the members of maintainer committees are appointed by co-optation.
  2. Anyone can become a member of a maintainer committee or contribute to an open source project.
  3. Maintainer committees may not hire any employees or deal in any way with the financial assets of PRAGMA. They may ask the Administrative Board to take any such actions, which the Administrative Board may do at its sole discretion.
  4. Maintainer committee members will comply with the rules and regulations as issued from time to time by the Administrative Board.

Article 28 – Maintainer Committee Funding and Services

  1. The members of the maintainer committees will procure funding as required for their activities independently of and from outside PRAGMA.
  2. PRAGMA will provide certain services to maintainer committee members as decided by the General Assembly (e.g. corporate housekeeping support, intellectual property support etc.).
  3. If maintainer committees procure outside funding for their projects, they shall be fully transparent with third parties about the intended use of the funds, the maintainer committee structure and open source nature of the project, and the rules and limitations imposed by PRAGMA.

Article 29 – Reports

Maintainer committees will submit quarterly reports on the progress of the projects to the Administrative Board in writing. Reports are due latest 5 days before the end of a quarter.

VII. Final Provisions

Article 30 – Financials

  1. PRAGMA’s financial period is January 1st to December 31.
  2. PRAGMA’s income is primarily derived from the membership fees set by the General Assembly and, as applicable, financial donations. Its expenditure shall be managed so that the financials balance out over the financial period.
  3. The Administrative Board shall ensure the creation of reserves and will draw up the annual accounts as at 31 December.

Article 31 – Intellectual Property

  1. Members acknowledge that the trademark and logo of PRAGMA are solely owned by PRAGMA.
  2. The Administrative Board shall establish a policy concerning the use of intellectual property in the association. Members shall at all times fully comply with such policy as amended or modified from time to time.
  3. During the term of its membership, each member grants to PRAGMA the non-exclusive and non-transferable license to use their company names and company logos solely for the purpose of promoting PRAGMA’s activities.

Article 32 – Arbitration

All disputes arising from or in any connection with these Statutes, in particular any disputes between members of PRAGMA that relate to the work of the association, between members of PRAGMA and PRAGMA, and any disputes arising from the work of the project committee or any maintainer committees, and any appeals against any decision of PRAGMA, shall be settled exclusively by an arbitration tribunal of one member under the auspices of the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the notice of arbitration is submitted in accordance with those rules.

The tribunal shall have its seat in Zurich, and the language of the proceedings shall be English.

Article 33 – Dissolution of the association

If PRAGMA is dissolved, the General Assembly shall vote on the disposal of the association’s assets and devote them to a nonprofit organisation pursuing similar goals.

Article 34 – Entry into force

These Statutes were adopted at the Founding Assembly on 22 April 2024 and came into force immediately upon adoption.