Membership Agreement - Open Credit Network

Membership Agreement – Alpha Phase

Version 2.0 – November 2019

Purpose

The purpose of The Open Credit Network (OCN) is to build a Mutual Credit trading network for the UK that works for the benefit of its Members in providing a trusted, mutually-owned alternative to mainstream credit.

Context

OCN is a new type of organisation, built on trust. You won’t find any complicated legal terms or long passages of unreadable text in this Agreement. It has been deliberately designed to reflect the open, inclusive and trust-building principles OCN aims to establish.

This Agreement forms the basis of the Alpha phase of the OCN project. This phase builds on working Directory and Accounting Systems built in to the Members’ area of the OCN website.

The intention of the Members of OCN during the Alpha phase is to continue to develop trust and trading volume using these systems, to learn about the governance and operation of the network, and to inform the development of the next, Beta phase.

During the Alpha Phase OCN will seek incorporation and update this agreement accordingly.

Please be sure that you are happy with the terms before signing the Agreement.

Businesses wishing to join OCN must already have been accepted for inclusion in the OCN Directory.

If your Application is accepted, this Agreement brings your business into an unincorporated association, operating for the benefit of its members, and democratically controlled by all members, all of whom have the same status.

NB: As part of the commitment to keeping this Agreement simple, policies which may need to change have been defined in a separate Policy document. These policies are subject to democratic decision-making by Members.

This Membership Agreement clearly sets out the full terms of participation in the Open Credit Network: Membership rules, how OCN’s Accounting System works, and the aspects governed by Policy.

Scope of Agreement

This Agreement sets out:

Rights and obligations for Members of OCN, including the Admin Team.
Operation of OCN’s Accounting System.
Governance of OCN, Management and Policy decisions.
Aspects governed by OCN’s operating Policies.

Accounting System

The OCN Accounting System defines each Member’s balance (credit or debit) in relation to the other Members.
All Members agree to trade using Open Credit Units (OCU) as the means of exchange.
The GBP equivalent value of an OCU is a Policy decision. Each Member has one account. The opening balance of the account will be zero.
Members trade with each other, agreeing on the value of each trade in OCU. Members can make part payments in OCU and GBP or other legal tender.
The Member initiating a trade must provide the required minimum information (amount and description of trade). The Counterparty Member must provide confirmation that the trade is accepted.
Trades are processed and validated through the Accounting System once confirmation is received from the Counterparty.
When a trade is validated, both parties’ account balances will be credited or debited immediately according to the value of the trade. Any trade which would result in a Member’s account balance exceeding its limits will not be validated immediately.
Members who wish to conduct trades which exceed balance limits may contact the Admin team to agree a way forward.
Trades not validated will not affect Members’ balances.
Balance limits are a key Policy decision to ensure safe trading and flow of value within the Network. Each Member’s balance limits will be calculated according to a formula defined by Policy.
Members may influence their allowable balance limits, under the operating Policies, through their trading behaviour.
All trades will be subject to a Transaction Fee defined by Policy.

Membership Conditions

Members agree to abide by the terms of this Membership Agreement in good faith. Failure to satisfy the rules, and the spirit, of the Membership Agreement may result in a decision by the Admin team to disqualify a business from Membership of this Association.

Membership is restricted to bona fide UK businesses that provide all information required by current Policy.

Membership – rights and commitments

OCN Members agree to the following:

Membership

There are three Membership status conditions:
- Trading Member – a member in good standing, which fulfils all Membership Conditions.
- Inactive Member – a Member that remains in negative balance, and does not reply to official communications from the Admin team within the Notice Period.
- Defaulting Member – a Member judged by the Admin team to be in Default of the Terms of this agreement. An Inactive Member with a negative balance, which does not make contact with the Admin team with a statement about how this issue is to be resolved within the Grace Period will be deemed to be a Defaulting Member.
All Members will pay Membership Fees in line with Policy.
Any Member wishing to leave OCN will be required to bring their account balance to zero or positive. Any Member announcing their decision to leave without satisfying this condition will be deemed to be in Default.
In order to retain trust within the network Defaulting Members will be listed publicly and OCN will seek to recover any outstanding balances according to current Policy.
Inactive or Defaulting Members will be encouraged to discuss a route back to Trading Member status with the Admin team.

Trading

OCN Members agree:

To accept or reject trades promptly. Any deferred payment terms are the responsibility of the Members involved and will not be automated or managed by the OCN Accounting System.
To fulfil any agreed trades in good faith, in terms of time frame, quality of goods and service and all other agreed conditions.
That OCN exists to facilitate and record trades and maintain accurate account information. OCN has no liability or responsibility for trade fulfilment.
Trades are to be agreed between a willing Buyer and a willing Seller under UK law. Both parties must satisfy themselves that all trade is lawful.
The Admin team will operate an Administration Account which will be governed by the same rules as all other accounts.
Members should not initiate trades which they know would result in their account going outside their balance limits. Please contact OCN Admin Team if you are concerned or have questions about a potential trade.
Members whose balances, for any reason, are out of range (under or over), will be limited to trades which will restore compliance. Failure to address this situation promptly may result in a Member being deemed in Default.

Governance

OCN is democratically governed on a one Member one vote basis.
Voting takes place at Annual General Meetings (AGMs), and Emergency General Meetings (EGMs).
AGMs take place every calendar year, no more than 14 months apart, and will be announced to all Members 60 days in advance. The Admin team are responsible for making all arrangements for AGMs.
For an EGM to be called 20% of the Members must write to the Arbitration Panel who will inform the Admin team and are responsible for making all arrangements for the EGM to take place.
OCN Members will elect an Admin Team whose responsibility it will be to ensure viable operation of all systems to ensure the smooth running of the Network.
The Admin Team will consist of a minimum of three Members elected at an AGM or EGM. Any Trading Member is eligible to stand for election as an Admin Team Member in accordance with current Policy.
The scope of Policy decisions delegated to the Admin team will be decided at an AGM or EGM.
The Arbitration Panel will consist of a minimum of three individuals as elected at an AGM or EGM. The Arbitration panel is made up from invited non Members who are elected by the Members.

Policies

OCN Members agree:

To abide by all Policies as agreed by the Admin team.

Taxation

OCN Members agree:

To act legally and pay all relevant taxes

Dispute Resolution and Arbitration

OCN Members agree:

To request help from the Admin team to resolve any issues.
To accept the decisions of the Arbitration Panel as final arbiter in cases of disagreement.

Powers of The Open Credit Network

OCN may decide to:

Open and operate a bank account in the name of OCN.
Contract with external suppliers only as necessary for the operation of OCN.

OCN will not:

Borrow money in the name of OCN.
Sign leases in the name of OCN.
Acquire fixed assets not essential to the operation of OCN.

Termination

Should OCN cease to exist for any reason all Members with negative balances will pay an equivalent in GBP into a pool, which will be distributed to those with positive balances in proportion to their respective balances.
Members who do not wish to sign the Agreement for the next phases will be required to bring their account balances back to zero in line with this Agreement.
Should OCN cease to exist for any reason, its assets will be passed to another organisation with similar aims which will have an asset lock in place to ensure that these continue to be used in ways aligned with the Purpose of OCN. The successor organisation will be defined by Members at an AGM or EGM.

Assignation

Membership of OCN is non-transferrable.

Defined Terms used in this agreement

Accounting System: The software that records Members transactions and account balances
Administration Account: A trading account which receives transaction fees and is administered by the Admin Team
Admin Team: The Members elected to administer the Membership, Accounting and Governance systems and to regulate Policy issues on behalf of the Membership.
Alpha Phase: The current phase of the OCN project
Arbitration Panel: Consist of a minimum of three individuals as elected at an AGM or EGM. All Members accept that their decision is final in the case of any dispute.
Beta Phase: The next phase of development before official launch
Buyer: A Trading Member that is buying something in a transaction with another Trading Member
Counter Party: The other party in a transaction i.e. the Buyer if you are the Seller or vice versa
Defaulting Member: Any Member that exceeds their balance limits, and does not reply to communications from OCN for more than 4 months
Directory: The business listings available at https://trade.opencredit.network/
Directory Member: A business that has a listing in the Directory but is not yet a Trading Member
Grace Period: Time period from a Trading Member becoming an Inactive Member to becoming a Defaulting Member (see above).
Inactive Member: Any Member that exceeds their balance limits, and does not reply to communications from OCN for more than 2 months
Mutual Credit: The system by which Trading Members agree to allocate each other credit in order to trade in OCU
Members / Member: A full Trading Member, as distinct from a Directory Member
Membership Agreement / Agreement: This agreement, which all Trading Members sign up to in order to trade with other Members
Membership Fees: The annual fee which Trading Members agree to pay
Network: The Open Credit Network
Notice Period: Time period during which a member with a negative balance has not responded to communication from the OCN AdminTeam, and after which a Trading Member will be deemed an Inactive Member (see above).
Open Credit Network (OCN): The Open Credit Network
Open Credit Unit (OCU): The units of credit in which Members of OCN trade
Policy: Current decisions, rates and rules as specified by the Admin Team
Seller: A Trading Member that is selling something in a transaction with another Trading Member
Trading Member: A full Trading Member, as distinct from a Directory Member
Transaction Fee: A small percentage fee which members are charged on each transaction.