Organisation Internationale pour la Sécurité des Transactions Electroniques OISTE
International Secure Electronic Transactions Organisation ISETO
CHAPTER I
NAME – REGISTERED OFFICE – OBJECTS – DURATION
Article 1 – Name
There is hereby formed under the name ”Organisation Internationale pour la Sécurité des Transactions Electroniques OISTE, International Organization for the Security of Electronic Transactions IOSET and Organizacion Internacional para la Seguridad de Transacciones Electronicas OISTE” a not for profit foundation which is governed by the present by-laws and by article 80 et seq. of the Swiss Civil Code (the “Foundation”).
Article 2 – Registered Office
The registered office of the Foundation is located in Geneva.
Article 3 – Objects
The objects of the Foundation shall be:
- - the determination of international e-commerce security and use of certification standards, both technical and legal, applicable to electronic commerce worldwide and to the Global Public Key Infrastructure and the issuance of certification authorities and registration in this connection, including the custody of a Global Common ROOT for Certification Authorities;
- the establishment of a secure Internet in disadvantaged areas, such as developing countries;
- the coordination of the establishment of a global information infrastructure among international organizations, government and private sector organizations involving information infrastructure development and applications.
In order to implement its objects, the Foundation shall:
- - cooperate with international organizations, governments, non governmental organizations, private sector and non for profit organizations in relation to the Public Key Infrastructure projects;
- make investments in order to expand the reach of Public Key Infrastructures worldwide;
- coordinate the expansion of public key infrastructure worldwide with a wide range of organizations investing resources in said infrastructure, in developing software products, in developing information products, or most commonly in its use as an enabling medium for their business or activity;
- facilitate, through funding and technical assistance, initiatives and mechanisms for sharing information, services, research and recommendations addressing the economic, political and technological considerations in information infrastructure development and services;
- promote projects and programs utilizing the Internet based telecommunication networks and Intra-net organization networks and information technology applications in support of key areas such as health care, education, environment, technology and know-how transfer and poverty alleviation;
- finance the provision of advice for private sector ventures and project in developing countries in order to help governments create conditions that stimulate the flow of both domestic and foreign private savings and investments for a global public key infrastructure based on a Common Shared Global ROOT;
- facilitate and coordinate the development, deployment, operation and technology transfer of advanced, network-based applications and network services to further the OISTE leadership in research and accelerate the availability of new services and applications on the Global PKI Infrastructure infrastructure;
- be authorized to make investments in the form of the purchase of property, including intellectual property, and the provision of venture capital to companies or entities conducting activities related to the Foundation’s objects.
Article 4 – Duration
The duration of the Foundation shall be indefinite.
CHAPTER II
INITIAL CAPITAL AND FUNDING
Article 5 – Initial Capital
The initial capital of the Foundation amounts to CHF 50′000.- and is contributed by the founder at the time of creation of the Foundation.
Article 6 – Funding
The additional sources of funds of the Foundation shall consist of:
a) contributions from donors, including government grants;
b) royalties related to the licensing of intellectual property owned by the Foundation;
c) share dividends, share profits and rentals from investments;
d) contributions by the OISTE Association and by the users of the Global Public Key Infrastructure around the world.
Article 7 – Management of Funds
The assets of the Foundation shall be managed by the Foundation Council and shall be used exclusively for the implementation of the objects of the Foundation.
None of the assets or income of the Foundation shall be remitted or delivered to any member of the Foundation Council, employee or Committee member, unless such remittance or delivery is a reasonable consideration for services rendered to the Foundation or executed in its favor.
Article 8 – Liability
The Foundation shall be solely responsible for any commitment or undertaking of the Foundation towards any third party.
CHAPTER III
ORGANIZATION AND MANAGEMENT
Article 9 – Foundation Council
The Foundation shall be managed by a Foundation Council (the “Council”).
The Council shall organize itself and edict the rules necessary to its proper functioning in the form of regulations. The Council shall in particular appoint a chairman, a vice-chairman, a treasurer and a secretary.
Any regulations as well as any amendment thereof shall be submitted to the supervisory authority.
Article 10 – Composition of the Council
The Council shall be composed of five members initially designated by the founders for an unlimited period of time.
In case of vacancy of one or several of the Council members, new members shall be appointed by a majority vote of the remaining Council members for an unlimited period of time.
Article 11 – Meetings and Resolutions of the Council
Meetings of the Council shall be convened by the chairman or by a third of its members as often as necessary, but at least once a year.
Resolutions of the Council may be made only if a majority of its members are present. Resolutions shall be passed by a majority of the members voting. The chairman shall not have a casting vote.
Resolutions of the Council may also be made by written consent of a majority of the members to a motion sent to each of them, unless discussion thereof is demanded by a member.
Article 12 – Powers of the Council
The Council is generally responsible for the proper management and the determination of the general policy of the Foundation. It shall have in this respect all the powers necessary to implement the Foundation’s objects. The Council shall in particular have the following powers:
- appointment of the auditors of the Foundation;
- representation of the Foundation vis-à-vis third parties;
- designation of the persons entitled to represent the Foundation and granting of the necessary signing authority;
- issuance of regulations.
Article 13 – Committees
The Council shall be entitled to create one or several committees as it may deem necessary and to grant them executive or consultative functions.
The composition of these committees, their powers and their functioning shall be detailed in regulations adopted by the Council.
CHAPTER IV
MISCELLANEOUS PROVISIONS
Article 14 – Accounting
The accounting exercise of the Foundation shall commence on January 1st and end on December 31st.
The first accounting exercise shall commence on the date the Foundation is entered in the Commercial Register and shall end on December 31st, 1999.
Article 15 – Auditors
The Council shall on a yearly basis appoint auditors duly qualified to fulfill their duties.
The auditors shall each year establish a written report concerning the management of the Foundation’s assets. Such report shall be submitted to the Council and the supervisory authority.
Article 16 – Dissolution
The Foundation shall be dissolved pursuant to the rules of any applicable law.
In case of dissolution, the Foundation shall first pay its debts and execute all its obligations.
No liquidation process shall be initiated, unless specifically approved by the supervisory authority.
The assets of the Foundation shall neither be delivered to the Council nor used for the benefit of any Council member, employee or Committee member, but shall be distributed to a charitable, educational or scientific body or organization selected by the Council, the objects of which shall be in line with those of the Foundation.
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