The Telcoin Association, a Swiss Verein domiciled in the Canton of Ticino in the City of Lugano, Switzerland, is the legal entity which enables and protects miners coming together to run the Telcoin Platform, legitimizes the community’s rights to organize and create, enforce their own rules for interacting with the Platform and each other with legal recognition and basis. The Verein is an Association of persons and/or entities coming together to facilitate a business or activity. It has minimal requirements as to formality, which allows for flexibility as the community evolves, but also provides necessary formality and legal status so that other persons will be able to interact with it and its limited liability structure enforced. An association business model has been around for a very long time and many international businesses use this for their operations. Switzerland’s Verein structure is well supported and recognized throughout the world. It is particularly well-suited for the varied needs of a decentralized organization and its participants.

: A non-profit Swiss Verein, which is an association of persons and/or entities.

: The Canton of Ticino in the City of Lugano, Switzerland

: Scientific, the sustainable development of the Telcoin Platform and governance regime in accordance with its non-profit goals.

: TEL users will ratify the Constitution when they vote positively for Telcoin Governance Improvement Proposal number 1 (TGIP1).

: To wrap Telcoin governance in a legal association structure and empower the community of Telcoin Miners with:

 Legal recognition of rights to organize, determine and enforce their own rules for interacting with the Telcoin Platform and each other.

 The ability to interact and do business with others,.e.g. enter into legal contracts, as a single legally recognized entity instead of as a group of individuals.

 A means for Council Members and other involved actors to file and pay taxes properly.

 Since the Verein is a separate legal person and recognized as such by governments and courts, any liability is attributed to the legal entity and this “corporate veil” is very difficult to pierce by claimants. This provides great protection to participants from any liability in taking actions on behalf of the Verein or from liability encountered by the Verein as a whole.

 Legal standing for Council Members to represent the interests of miners before administrative or judicial proceedings. Furthermore, the Verein itself, and those authorized to act on its behalf, are entitled to attorney-client privileges in any legal action.

 A global forum to discuss mutual problems, expand the level of knowledge about alternative techniques for sustainable management, and investigate a variety of methods for solving shared problems through legal and political means.

The Telcoin Association is a non-profit organization representing the interests of GSMA Mobile Networks and other stakeholders in maintaining and developing the Telcoin Platform.

About the Association

Summary of how various stakeholders can participate in the Telcoin Platform, including GSMA Mobile Networks, Application Developers, Liquidity Providers, Merchants, and Token Holders.

How to Participate

The Telcoin Platform is comprised of three blockchain infrastructure networks that each produce distinct, complementary services: Telcoin Network, the blockchain layer; TELx, the DeFi exchange layer; and the Telcoin Application Network, the mobile application layer.

Telcoin Platform

An overview of the four Telcoin Platform miners (Stakers, Developers, Liquidity Miners, and Validators), including their roles, participation requirements, governance authority, and more.

Association Miners

The Telcoin Association governance system refers to the processes by which collective decisions of the Association are made, implemented, interpreted, and reformed for Associtation Miners. 

Review and click the cards below to learn more about the Telcoin Association governance system.

The Telcoin Association governance system comprises of a set of governance organizations and rules that shape the behavior of Association Miners within the Telcoin Platform. 

Association Governance

The Telcoin Association Constitution articulates a Mission, Vision, and Values for the Telcoin Association to serve as a guidepost for the all participants in the ecosystem working towards a common cause, vision for the future, and set of ethical standards. 

Association Mission, Vision and Values can be updated by Association Governance by the Miner Assembly (using the TGIP process) or by the Platform or Treasury Councils (using the TELIP process).

The Telcoin Association’s mission is to connect GSMA Mobile Network Operators (MNOs) and a global user base through a shared blockchain infrastructure - the Telcoin Platform - and to sustainably maintain and develop that platform and its decentralized governance, including facilitating legal structure for stakeholders.

The Telcoin Association’s vision is to create a globally adopted, self-sustaining ecosystem that aligns GSMA MNOs and mobile phone users across the world around a common, blockchain infrastructure, empowering them with self-custodial products and services and their inclusive, decentralized governance.

The Telcoin Association’s values in general aspire to follow Ostrom’s 8 Design Principles for sustainable management of common pool resources including:

 The Telcoin Platform, including each network, TEL
inventory and issuance, and all other renewable resources belonging to the
community, shall be utilized, developed, and maintained on the sustained
yield principle, subject to preferences among beneficial uses.

 Miners, the population that is subject to the rules of
governance, shall possess full authority over and within the governance
system. Individual Miners, within Miner Groups, as a part of the Miner
Assembly, on and over Miner Councils, should be able to work together to
resolve common problems and realize shared aspirations. Miners, who are
the major appropriators of TEL issuance, should have sole authority in
making and adapting rules within collective-choice arenas regarding the
inclusion or exclusion of participants, appropriation(harvesting) strategies,
obligations of participants, monitoring and sanctioning, and conflict
resolution.

 Miners have the right to access the system, to harvest
from flows of benefits it produces including but not limited to TEL
issuance and fees, to participate in crafting and enforcing their own
rules, and to determine who is allowed to participate in the
aforementioned processes.

 All Miner Groups shall maintain property rights of
access, withdrawal, and share collective choice rights of management and
exclusion, and their interests may not be revoked from any Group without
their consent in constitutional-choice processes.

 Harvesting and governance rules should enable
stakeholders to realize their own interests and preferred outcomes while
producing services that benefit the whole platform.

 Each Miner Group has rights to representation on
every Council and may replace their Council Members at any time, in other
words, every interest group has a voice in every matter that may affect
their functionally based interests. Each Miner Group, as a part of the Miner
Assembly, must consent to any changes to the governance system.

 Miner Councils are stationed across levels and
areas of the platform, and each is empowered with authority over a
specific jurisdictional domain of the system.

 Each Miner Group, based on their location on the
Platform, shall (a) have the right to elect enough members to their own
local, network Councils and (b) Council decision-making rules shall require
that at least one representative from each local Miner Group must consent
to any changes made to the rules governing the day-to-day activities in
their domain.

 Global councils that govern system-wide
policies including the rules for allocating the TEL treasury and special
purpose councils shall consist of a balanced representation from each
Miner Group based on their functionally differentiated roles, locations,
and interests in platform production processes.

 Representation rights to select members on
all Councils shall be granted to each Miner Group based on their
functionally differentiated roles, locations, and interests in platform
production processes.

 All decisions regarding improvements
to the Platform, regulating the flow of TEL units, and other rules across
levels of the governance system shall require at least a super-majority
approval (of 75% or more) by the organization with authority. All Miner
Council decisions should include votes by representatives from every
Miner Group.

 Each Miner Group shall have equal voting rights in
constitutional-choice processes. Each Council Members shall have equal
voting power on Miner Councils in collective-choice processes.

 Privacy means consenting to choose what you share, and with
whom. Voluntarily disclosing the personal information related to an
individual without their consent is expressly prohibited and may result in
sanctions by the Compliance Council.

 In order to build shared understanding and clarity
of communication in our community, the Association should strive to
achieve a high degree of agreement or consensus regarding the meaning
and definition of important concepts or ideas.

 Inclusivity, cooperation, and compromise are valued
in the community. The aim is to achieve a broad consensus or agreement
on important issues or topics, while recognizing and respecting the diversity
of perspectives and opinions that may be present.

 There is no “one-size-fits-all” approach to governance or
Telcoin. Instead of assuming that designing effective governance systems
is a relatively simple analytical task that can be undertaken by a team of
objective analysts sitting in a nation's capital or an international
headquarters, it is important that we begin to understand the policy design
process in democratic societies as involving an effort to experiment with
many component parts.

 Policy changes resulting from
democratic processes over and within the Association governance system
need to be viewed as experiments based on informed expectations about
the potential outcomes and the distribution of these outcomes for
participants over time and space. Given the complexity of rule systems
combined with the complexity of the Telcoin Platform that is being
regulated, all such efforts to devise effective governance systems face a
nontrivial probability of error.

 Complex systems require complex governance
arrangements and blockchains are inherently complex. Telcoin
governance should embrace and harness complexity to its advantage.

 The Association should always promote freedom of
participants in its decision-making and structuring the ecosystem such
that it fosters freedom of thought, speech and action, with a goal of
promoting the efficient flow of ideas and fostering creativity and
growth.

 The Association should not myopically focus
on near-term benefits, but should also attempt to consider long-term
implications on the ecosystem and others that may not have a current voice
in decisions being made.

 The Association should maintain awareness of the natural
tendency of power to corrupt and create structures to maintain healthy
checks and balances reasonably designed to foster diverse community
involvement in operation and decision-making to dilute power accumulating
in any particular area.

 The Association should maintain a wide scope in
the values it maintains and be good stewards of the entire ecosystem,
such as a commitment to decentralization and open and fair equal access.

The Telcoin Association Constitution articulates a Mission, Vision, and set of Values to serve as a guidepost for the community to order its behavior towards a common cause, vision for the future, and set of ethical standards.

Mission, Vision, and Values

The Telcoin Association was established for the purpose of facilitating GSMA Mobile Network Operators (MNOs) in operating as a blockchain consortium for common industry-wide benefit. GSMA MNOs have the widest variety of opportunity to participate in the Telcoin Platform, most notably as a Validator of the Telcoin Network. 

MNOs can participate as Validators by meeting basic criteria set by the Telcoin Association, and then staking TEL for proof-of-stake consensus (PoS) on the Telcoin Network. MNO Validators are then able to operate validator nodes to produce and verify blocks of transactions on the Telcoin Network, earning TEL gas fees and TEL issuance when they secure blocks to the blockchain.

Validators are one of four Miner Groups that share equal authority in Telcoin governance. An individual validator’s political power is based on their pro-rata share of TEL staked for PoS versus other validators.

about the role of Validators in the Telcoin Platform: 

GSMA Mobile Networks have the exclusive  right to participate as Validators of the Telcoin Network, but can also deploy their own applications and provide market liquidity.

For GSMA Mobile Networks

TEL is the native gas token of Telcoin Network. Consumers pay TEL gas fees to have their transactions included in blocks and secured to the Telcoin Network blockchain. A portion of all TEL gas fees paid each block on Telcoin Network are destroyed and regenerated equally to the TEL Treasury, tying Telcoin Network blockspace demand to the sustained yield of TEL for future generations of miners. 

TEL enables traders to access DeFi exchange markets and to pay for gas fees. TELx users exchange between TEL and other assets using TELx markets and pay TEL exchange fees. TELx users pay TEL gas fees to have their transactions included in blocks and secured to the Telcoin Network blockchain. 

Use TEL to settle payments, to exchange between assets on TELx and pay exchange fees, and pay TEL gas fees on Telcoin Network to have their transactions included in blocks and secured to the blockchain.

 At the Application layer, users can securely store their TEL for later use without reliance on third parties or the need to secure a private key off-line.

 Users can exchange TEL directly with any other asset available across TELx instantly, at any time, without reliance on third parties to match orders or custody assets.

 Users can transfer TEL between application accounts or to any compatible external wallet instantly, at any time, peer to peer.

 Native to Telcoin Network, users or Applications pay gas fees in TEL to transfer and trade assets.

The Telcoin (TEL) Token is the native token of the Telcoin Platform, and the gas fee token of the Telcoin Network. Miners stake TEL as a production and harvesting input on the Telcoin Platform, earn TEL fees from transactions and harvest from flows of TEL issuance. The quantity of TEL a miner has staked on the platform determines both their TEL earning power and their political power within their Miner Group in Telcoin Platform governance.

Telcoin (TEL) Token

Click the cards below to learn more about the organizations with capabilities and responsibilities in the Telcoin Platform governance system, including Miner Groups, the Miner Assembly, Miner Councils, The Telcoin Association, and the Telcoin Association Operations UAB (TAO). 

Miners, including Stakers, Developers, Liquidity Miners, and Validators, through various collective organizations, share full power and control in Telcoin Platform governance.

Governance Organizations

The Telcoin Association Constitution (PDF)

the Telcoin Platform is a resource system or facility that creates, stores, and generates blockchain-based goods and services including Telcoin (TEL) tokens, mobile and decentralized financial products, and a variety of other benefits, and

TEL, an ERC-20 token on the Ethereum Network at contract 0x467Bccd9d29f223BcE8043b84E8C8B282827790F, “TEL”, is the native resource unit created, stored, and generated as flows by the Telcoin Platform, and

“Miners”, are natural or other persons, who utilize TEL on the Telcoin Platform; (1) as a material input in processes of production and consumption (2) as a private technology used to harvest TEL issuance generated by the Platform, and (3) as a private technology used in governance to alter the governance system and to select Council Members to represent their interests in collective-choice processes, and

certain Miners desire to come together as members (”Members”) and create a legal association called the “Telcoin Association”, and

the Telcoin Association will operate for the various non-profit purposes as stated in these Statutes in order to craft, implement and enforce rules for interacting with the Telcoin Platform and between Miners for the good of the Miners and the entire TEL community, and

the Members come together and hereby agree as follows:

I. NAME, SEAT, PURPOSE, MEANS AND RESOURCES

An association within the meaning of Articles 60 et seq. of the Swiss Civil Code (“CC”) is hereby created under the name “Telcoin Association” (hereafter, the “Association”).

The Association is created for an indefinite period of time.

The Association’s seat or Domicile is in the Canton of Ticino in the City of Lugano.

Achieve any non-profit purpose related to the Telcoin Platform, TEL, and the Miners including, without limitation, the following:

The Association may pursue all lawful activities to achieve its purpose(s).

In particular, but without limitation to the immediately foregoing, the Association may
undertake the following:

Telcoin mission, vision, and set of values:

Organize Members into Miner Groups to determine Governance System rules and to select Members to Miner Councils.

Enable Miner Groups to organize into Miner Councils for effective decentralized operation of the Association including:

Resources of the Association may come from TEL issuance, donations, legacies, sponsorship, partnerships, public subsidies, membership fees, revenues generated by the Association’s assets, as well as any other resources authorized or not prohibited by the law.

All resources of the Association shall be used exclusively for its not-for-profit Purposes and Mission.

Members of the Association (the “Members”) shall consist of natural or other persons (e.g. entities) who are Miners and thus have an interest in the purpose and the activities of the Association and wish to support them.

The founders and organizers are Paul Neuner, Parker Spann and Telcoin Pte. Ltd., (“Organizers”) and shall be the initial Members of the Association. The Organizers shall automatically resign and their authority terminate upon the Councils being constituted.

Additional Members may join the Association by methods to be determined by the Compliance Council.

Upon the resignation of the Member addressed to the Board at least 6 months before the end of the calendar year (art. 70 para. 2 CC);

Upon death of the Member if such Member is an individual and not the representative of an institution (art. 70 al. 3 CC);

Upon the termination of existence of a Member that is an entity or
trust, or

By exclusion decided by the General Assembly, or

In any case, the fee for the current year, if any, remains due by the exiting Member.

A Member who ceases to be a Member has no right to participate in Association business and shall not have any right to any of the Association’s assets.

The General Assembly has the sole power to determine if there are any membership fees and their amount.

The General Assembly comprised of Members, and

and the Board operating by and through Councils.

The General Assembly (“The Miner Assembly”) is the supreme authority of the Association within the meaning of article 64 et seq. CC. It is composed of all the Members.

The General Assembly delegates to Member Groups the power to elect Councils who shall function with all authority and power of the Board to administer and represent the Association.

Notwithstanding the immediately foregoing the General Assembly shall retain the following inalienable powers:

Adoption and amendment of the present Statutes (without limiting the immediately foregoing, notwithstanding Article 74 CC, these Statutes may be amended by the General Assembly);

Nomination, surveillance, discharge and revocation of Board members;

Decision on the dissolution or merger of the Association; and

Management of all matters that are not the responsibility of other bodies.

Ordinary meeting of the General Assembly. The Ordinary meeting of the General Assembly shall be held at least once a year by any reasonable means as determined by the Association.

Extraordinary meeting of the General Assembly. Extraordinary meetings of the General Assembly may be called by any Council of the Board or by the request of at least 20 percent of all Members, in accordance with article 64 para. 3 CC.

Convocation. The Compliance Council of the Board shall convene the meetings of the General Assembly with at least a one-day notice and shall Chair the General Assembly meetings.

Quorum. The General Assembly is validly instituted if at least 20% of voting power is represented by the Members at the meeting.

Voting rights. All Members vote via their staked TEL tokens, with one TEL equaling one vote in each Miner Group. Notwithstanding the immediately foregoing, Liquidity Miners vote via staked TELx Liquidity Provider Tokens containing TEL, valued in TEL tokens.

Power of attorney. Members may only vote via their TEL and may not vote by proxy.

Process. Voting takes place by Snapshot or such other voting method as approved by the General Assembly.

Super-Majority of votes. All decisions shall require a super-majority meaning 80% approval and a quorum of 20% of voting power from each Member Group, insofar as the present Statutes do not provide for a different majority.

Decisions by circular letter. Proposals to which all Members have adhered in writing are equivalent to decisions taken by the General Assembly, in accordance with article 66 para. 2 CC.

Conflict of interest. In accordance with article 68 CC, a Member may not vote for decisions relating to a matter or a legal proceeding regarding the Association where he or she, his or her spouse, parents or relatives in direct line are a party to the matter.

Minutes. The meetings of the General Assembly and its decisions shall be recorded in the minutes.

All Members shall be segmented into one of four groups which are: 1) Stakers, 2) Application Developers, 3) Liquidity Miners, and 4) Validators.

Any Member in a Member Group, that owns a minimum of 2% of the TEL owned by Members in the Member’s Group, can make a proposal with respect to any matter relating to the Association (“Proposal”), by way of submitting the proposal to the Member’s Member Group.

Members within a Member Group shall vote through Snapshot (or other technical means as determined by the Platform Council and approved by the Compliance Council) on Proposals.

A Proposal shall pass if it receives 80% approval from Members within the Member Group who vote on the Proposal.

A minimum of 20% of the voting power held by Members of the Member Group which is voting on a Proposal is required to have a quorum to vote on the Proposal.

VI. THE BOARD ACTING BY AND THROUGH COUNCILS

Role and powers. The Board (“management committee”), operating by and through the Councils, is the executive body of the Association. It has the right and the duty to manage the affairs of the Association and to represent it in accordance with the Statutes (art. 69 CC).

The Board functions as a polycentric governance system with numerous, member-elected decision-making units, or Miner Councils, that each exercise considerable autonomy to make and enforce rules within their own circumscribed domain of authority.

Miner Councils are stationed globally at the system-wide level, locally at the network level, include special purpose, cross-jurisdictional units, and range from 4-8 miner-selected representatives on each Council.

In particular, the Board shall take all necessary measures to achieve the purposes of the Association, through the stated means or otherwise, and ensure the correct application of the present Statutes and any other internal regulations, administer the property, assets and resources of the Association, manage the accounts, engage and supervise a Director or other representative, if necessary, and convene and organize the General Assembly.

Pro-bono. Councils shall act on a pro-bono basis. Notwithstanding, Council Members may be distributed a fixed ongoing allocation of TEL, as determined by the issuance policies, streamed to every block and to their Council Position NFT. Moreover Council Members may be reimbursed their expenses with respect to their work for their Council.

The Telcoin Association Constitution ("Association") is the primary governance document for the Association. It sets forth the parameters for how the Association itself is to be overseen and how Association members operate together in running the Association.

Association Constitution

Application Developers, or the “Developers” group of Association Miners, are GSMA Members who produce mobile applications on the Telcoin Platform as part of the Telcoin Application Network (TAN).  Developers can earn TEL issuance benefits from the Association as well as participate in Association governance.  

Developers are one of four Miner Groups that share equal authority in Telcoin Association governance. Their authority and power is based on their pro-rata share of TEL staked on TAN versus other Developers.

about the role of Developers in the Telcoin Platform: 

as a Developer: Visit the Association Forum 

Any GSMA member can develop and deploy decentralized applications (dApps) that are integrated with the Telcoin Platform and run on the Telcoin Network.

For Application Developers

Telcoin Network is an EVM-compatible, public blockchain secured by GSMA Operator Member Mobile Network Operators globally using proof of stake consensus. The system serves as underlying blockchain architecture securing private property rights over digital assets and enabling on-chain protocols and applications such as TELx.

Telcoin Network

GSMA Operator Member, mobile network operators (MNOs) who stake TEL for proof-of-stake consensus (PoS), manage validator nodes, produce, verify blocks of transactions to Telcoin Network, and earn TEL gas fees and TEL issuance when they secure blocks to the blockchain.

Validators propose and vote with others in their Miner Group in Telcoin Platform governance based on their pro-rata share of staked TEL for PoS on Telcoin Network.

Users provide liquidity to TELx markets, stake their liquidity in TELx staking contracts, earn fees from trades and harvest TEL issuance from TELx pro-rata based on their share of staked liquidity.

Liquidity Miners propose and vote with others in their Miner Group in Telcoin Platform governance based on their pro-rata share of staked liquidity on TELx. 

: Mobile Application Development on Telcoin Application Network (TAN)

GSMA Members stake TEL, produce mobile applications that connect users to the Telcoin Platform, earn transaction fees from their customers, and harvest TEL issuance from TAN pro-rata based on their mobile users’ adoption of the platform. 

Developers propose and vote with others in their Miner Group in Telcoin Platform governance based on their pro-rata share of staked TEL by registered Developers on TAN.

Telcoin mobile application customers stake TEL, market the Telcoin Platform to their network using their referral code to establish the system as infrastructure for settling payments, earn a percentage of their referred users’ fees in TEL, and harvest TEL issuance from TAN on a pro-rata basis based on their network’s adoption of the Platform.

Stakers propose and vote with others in their Miner Group in Telcoin Platform governance based on their pro-rata share of TEL staked on TAN by all referral Telcoin mobile application users.

Miners are the primary actors who produce Telcoin Platform services, earn TEL fees from consumers, extract TEL issuance from the system, and are empowered collectively with full power and control within Telcoin Platform governance. 

Miners: Introduction

Introduction: Telcoin Platform Governance Organizations

The follow section describes the capabilities and responsibilities of the various community-led organizations that operate collectively over, with, and within the Telcoin Platform governance system. 

Miners, including Stakers, Developers, Liquidity Miners and Validators, collectively share power and control within the Telcoin Platform governance system, which they exercise as a part of their Miner Groups, within the broader Miner Assembly, acting through Miner Councils, and Constituted, represented, and protected legally by the Telcoin Association.

Telcoin Platform governance includes all of the following organizations:

Miner Groups and the Miner Assembly: Plural Community Interest Groups

Each of the four Telcoin Platform Miners (“Miner Groups”), including Stakers, Developers, Liquidity Miners, and Validators, represent a sub-group of the broader miner community with shared rights and interests in the Telcoin Platform. Each Miner Group represents distinct segments of the larger community, each possessing distinct interests, power, and role in the production and governance of the Telcoin Platform. Collectively, Miner Groups share full power and control over and within the Telcoin Platform governance system.

Stakers, Developers, Liquidity Miners, and Validators each constitute and participate in governance with others in their Miner Group based on their TEL staked in Platform production processes. Each Miner Group is empowered with the authority to elect Council Members onto every Miner Council in order to represent their functionally-distinct interests in every domain of authority on the Telcoin Platform, and possess the capability to protect their rights and interests at the constitutional level of authority in which the terms and conditions of governance are set. 

 The four Miner Groups may collaborate to form an Assembly and, in doing so, may alter any aspect of the Telcoin Platform governance system.

Governance organizations, made up of elected officials from each Miner Group, that possess authority to set, enforce, and refine the operational rules for interacting with their jurisdiction and are required to perform duties towards providing and allocating collective goods within their domain of the Telcoin Platform and its governance system. 

A diverse set of global, local, cross-jurisdictional governance organizations, made up of elected officials (”Council Members”) from each Miner Group, who represent their constituents' interests in collective-choice processes that determine and enforce operational rules over specific jurisdictional domains of the Telcoin Platform and governance system.

Entities with legal personhood that serve a function within Telcoin governance.

 The Telcoin Association, a Swiss Verein domiciled in the Canton of Ticino in the City of Lugano, Switzerland, is the legal entity which enables and protects miners coming together to run the Telcoin Platform, legitimizes the community’s rights to organize and create, enforce their own rules for interacting with the Platform and each other with legal recognition and basis.

Organizations that perform specialized, operational functions at the financing and direction of the Telcoin Association.

Telcoin Association Operations UAB (TAO):

 The TAO is the operational arm for the Telcoin Association. The TAO’s purpose is to be a special-purpose, multi-functional producer and administrator of collective goods and services on behalf of the Telcoin Association.

Telcoin Governance Organizations: Overview

Miners, acting as part of Miner Groups, within the broader Miner Assembly, acting through Miner Councils, constituted legally under the Telcoin Association, possess full power and control over and within Telcoin Platform governance.

Governance Organizations: Overview

The Telcoin Platform is a blockchain system, openly accessible to anyone with an internet connection, making it costly to exclude users from accessing the system. Users are highly incentivized to participate in the Telcoin Platform as it generates flows of scarce TEL units which are coveted in rivalrous consumption. The result is the Telcoin Platform is a common-pool resource governed by a common property regime, which is largely open to anyone and which operating normally incents large volumes of participation. Thus, the Telcoin Platform needs a flexible method of operation and governance that can facilitate its goals with the above expected operational requirements.

Many similar types of decentralized organizations for communal ownership of crypto-systems have thus far operated with no formal legal structure. In other words, most decentralized crypto governance systems to date are de facto organizations that are regime-less in legal structure and are basically just a group of individuals. This method of organization makes operation inefficient and exposes individuals to unnecessary liability.

The Telcoin Platform wrapped in a Swiss Verein enables these same individuals to operate in a decentralized manner of governance and enter into collectivities that are involved in using and withdrawing benefits from and managing crypto-systems in the same way tangible assets are in the physical world.

Telcoin believes that blockchain-based common-pool resources self-governed by local users and groups should be able to benefit from the same protections, clarity and resources they enjoy from incorporating formal legal structures in the physical world of property in the digital world of property.

 Legal structure vs regime-less structure

 Recognition as a legitimate organization by a national and local government grants legitimacy to Miners’ collective authority to devise and enforce their own rules in the eyes of governance officials.

 Incorporating formally empowers Council Members to open up bank and other traditional financial services accounts in the name of the Association.

 By creating an official legal entity, miner councils can enter into contractual arrangements with third party services providers to administer the collective operation and regulate production of public goods for the community in accordance with its collective standards.

: Legal recognition gives Council Members clarity when filing taxes related to council member income. Legal and Political Interests: Without a legal organization, Council Members may not be able to represent the interests of the miners before administrative or judicial bodies.

: A legal organization may give Council members limited liability protection in relation to their activities in the Association’s operation and governance.

 A legal organization allows the community to avail itself to governmental enforcement mechanisms (e.g. courts and police) to protect itself against those persons and entities that would do it harm.

: A legal organization allows the community to effectively and efficiently implement tailored proactive policies and procedures reasonably designed to protect community members from legal and regulatory scrutiny.

: Without official recognition of the right to organize, it will be quite difficult to hold either miner council Members or individual actors accountable for their actions.

 The legal structure will facilitate the necessary recordkeeping necessary for community members’ legal and regulatory obligations such as tax and other reporting. actions.

 At scale, as the platform continues to develop and market opportunities arise for surplus products, the level of conflict over the allocation of TEL issuance to different miners is likely to escalate. If government agents use their authority to support those who refuse to follow the rules of a regime- less organization, it is hard for the other participants to continue following the rules either. Without formal, legal recognition, a regime-less organization may crumble rapidly when its authority to make legitimate rules for its own members is challenged and not supported by the formal government of a regime.

 The Association gives a solid base for polycentric governance and development while ensuring community involvement and expectations are respected.

Domicile: Switzerland in the Canton of Ticino in the City of Lugano

We made the choice to domicile the Telcoin Association in Switzerland in the Canton of Ticino in the City of Lugano for a variety of reasons.

Switzerland has been a world financial center for centuries. It has developed legal precedent and structures that are well-adapted to the operating model of decentralized organizations and the Telcoin platform in particular. This support of decentralization is not limited to crypto. For example, 25% of all forestry, a common pool resource, in Switzerland is managed by common property regimes wrapped under a Swiss Verein Association Structure.

Lugano, Switzerland in particular, has demonstrated is forward acceptance of cryptocurrency by integrating it into its government and community operations (see for example its Plan ₿

 ). Further, this general area is home to the Crypto Valley Association, an independent, government-backed body that seeks to leverage Switzerland’s strengths to develop a crypto and blockchain hub for businesses from around the world. The Swiss Verein, for purposes of solidifying its connection to Switzerland may have at least one resident of Switzerland as a Council member, and the talent pool attracted to this crypto center will enable the Association to obtain top talent for that position as well as other human resources needed.

Lastly, Switzerland is centrally-located globally and thus accessible to community members worldwide.

A Swiss Verein is an association (“Verein” in German, “association” in French, “associazione” in Italian). In its simplest terms it is a group (people and/or entities) that come together as a group to conduct an activity. This sort of group action is done all of the time. You may have known these types of groups as “clubs” or is a legal structure in Swiss law, similar to the Anglo-American voluntary association - better known as a “clubs,” “societies,” or “consortiums.” In a Swiss Verein, this informal mechanism for group action is given legal structure and recognition, allowing the individuals to truly act as a group while giving them legal abilities and protections attributed to other more formalized legal entities. In sum, it allows informal decentralized operation within a legal corporate-type structure. This makes it most suitable for a decentralized operation such as the Telcoin platform. More specifically:

Why wrap Telcoin governance in a Swiss Verein legal structure?

: A verein by its very nature is a corporate organization that is decentralized. Switzerland regulation is the applicable law and this law supports the decentralized nature of its operation. The very law was set up to support decentralized operation. This is not a situation whereby a decentralized organization is trying to be fit into an existing regulatory structure that did not contemplate a decentralized operation. Rather, Swiss law was created with this very type of organization in mind. Thus the Verein is a suitable arrangement for Telcoin as an openly-accessible, blockchain-based platform embedded in the internet and an international, decentralized community seeking to self-govern their interactions with each other and with the system autonomously.

: Vereins provide a participation mechanism for geographically dispersed blockchain projects without a central location. The organization structure facilitates the interaction of community members with the system and with each other from locations all over the globe.

 The Swiss Verein is structure enables the checks and balance of a coordinated but decentralized governance so that the community is adequately represented and also protected from concentrated control which may occur in traditional hierarchical legal structures.

 Members liability is limited with the Swiss Verein providing a limited liability wrapper around a common goal. This protects, enables and incents not only members, but service providers interact with and work on behalf of the collective community.

 Vereins have a separate legal personality, just like companies or foundations.

: As long as the Association is non-profit, there is no filing requirement. Meaning Vereins can be willed into life via a simple governing document called a Constitution. The Constitution’s requirements and powers are, in the case of the Telcoin platform, facilitated by a smart contract. Community members can participate as individuals or legal entities.

The Telcoin Association enables Platform miners and groups to benefit from the same protections, clarity and resources they enjoy for incorporating formal legal structures in the physical world of property in the digital.

Telcoin Platform

Platform

Zodiac Bridge Module

Zodiac Bridge Module

Function

Specification

Rationale