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Corda Network Foundation : Governance Guidelines
================================================
23 October 2018
Version 0.95
DRAFT for discussion
This is a set of governance guidelines for the Corda Network Foundation. It provides a framework for the Foundation’s
Board, to steer and govern Corda Network effectively to realise its potential. It is not a set of binding legal obligations.
1 Background to Corda and the Network
-------------------------------------
Corda allows multiple independent applications and private networks to coexist, each with their own business models and
membership criteria, yet linked by the same underlying network (‘Corda Network’). This Network enables ‘interoperability’,
the exchange of data or assets via a secure, efficient ‘internet layer’, in a way that isn’t possible with competing
permissioned distributed ledger technologies or legacy systems.
Corda Network operates the protocol of Corda currently, and is always expected to. The protocol is currently
specified in the Corda Open Source Project codebase, but later may be formalised in a protocol specification document,
which then will become canonical.
1.1 Reason for a Corda Network Foundation
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
R3 has set up and governs by default Corda Network currently (along with Corda). This includes making key decisions
around establishing, maintaining and updating standards, policies, and procedures for participation in, and use of,
Corda Network.
However, it is critically important that a commercial entity should not control Corda Network going forwards. It should
be governed transparently (to its Participants), with a fair and stable structure. Analysis and feedback show
that Corda Network will be most effectively governed via a Foundation, a not-for-profit, independent entity in which
Network Participants elect, and can be elected to, a governing Board.
A Foundation will enable Network Participants to be involved with, and also understand, how decisions are made (including
around issues of identity and permission), building trust and engagement from a wide range of stakeholders. This will
bring about the best decisions and outcomes for the Network’s long-term success.
In other words, to achieve the community's objective of Corda ubiquity, it is necessary to put in place a governance
structure which explicitly limits R3’s control of Corda Network, and enables this ubiquity.
2 The Corda Network Foundation
------------------------------
2.1 Mission and Values
^^^^^^^^^^^^^^^^^^^^^^
Following on from the Corda introduction and technical white papers, we see the mission of the Corda Network Foundation
to achieve the vision of Corda - whereby the state of transactions and agreements of business partners can be recorded
in a single global database, ending the need for costly reconciliation and error correction, while maintaining privacy.
Further details of the vision are laid out in the
[Corda Introductory White Paper](https://www.corda.net/content/corda-platform-whitepaper.pdf).
Achieving this vision in its full ubiquity will involve running and maintaining a stable and secure Network with open
and fair governance, while also promoting the Network so as to ensure its more widespread use.
Following on this, the Corda Network Foundation shall embody the following qualities in executing its mission:
* Fairness and openness – Participants can join the Network and make up the Network’s governing board, elected through a
straightforward voting process.
* Democracy and transparency – Key decisions and rationale are shared openly with Participants.
* Stability (with a long-term view) with flexibility – Board directors’ terms will last three years with a staggered
board, and the governance model will be flexible to adapt where required.
* Efficiency – Staying a lean organisation, sufficient to commission and monitor an Operator to run any services,
physical infrastructure, or operational processes that may be needed to achieve the vision of Corda. Provide adequate
support, through advisory committees.
* Cost effectiveness - Funding received through participation fees pays for an Operator to run the Network securely, and
the Foundation shall not be a profit-making entity.
* Independence – Corda Network Foundation makes its own decisions (within the law), and is not following another
entity’s rules.
More specifically, the Foundation shall focus on the following commitments over the long-term:
* Maintain the long-term standards, services and open governance model of the Network, ensuring it continues to be
updated to the current Corda protocol version.
* Hold the Trust Root for the Network, used for creation of operational certificates, independently of the Operator.
* Commission the provision and operation of infrastructure and services for the Network, both of technical services, and
infrastructure needed for meetings, events and collaborative discussions, and provide structure around the business and
technical governance of the Network.
* Facilitate a diverse and vibrant community of industry experts, Corda contributors, users and services, including
developers, service and solution providers and end users.
* Set minimum standards for the external provision of notary and oracle services.
* Enable the ubiquity and utility of Corda throughout all applicable industries and commercial use cases.
* Balance the divergent interests of a wide range of stakeholders, including business network operators, Corda
customers, open source developers, and R3’s shareholders.
2.2 Structure of the Foundation
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
The Foundation shall be a not-for-profit entity created exclusively to execute the mission set out in this Constitution.
With the advice of international lawyers, this is a ‘Stichting’ domiciled in Holland – a legal entity suited for
governance activities, able to act commercially, with limited liability but no shareholders, capital or dividends.
The Foundation is defined in a set of Articles of Association and By-laws.
The Foundation governance bodies shall include:
1. A **Governing Board** (‘the Board’) of 11 representatives (‘Directors’) with privileges and responsibilities as set out
in section 3.
2. A **Technical Advisory Committee** (‘the TAC’), comprised of representatives of Participant organisations with
responsibilities set out in section 6.2.
3. A **Governance Advisory Committee**, comprised of representatives of Participant organisations with responsibilities
set out in section 6.3.
4. A **Network Operator** (‘the Operator’), charging the Foundation reasonable costs for providing network and
administration services, paid by the Foundation through membership funds, and accountable directly to the Board, set
out in section 7.
Operating on behalf of:
* A **General Membership** (‘the Participant Community’), which is open to any organisation participating in Corda Network,
and with privileges and responsibilities as set out in section 6.
Any change to the structure of the Foundation is a constitutional change, described in section 5.1.
3 Governing Board
-----------------
3.1 Role of the Board
^^^^^^^^^^^^^^^^^^^^^
The goal of the Board is primarily to ensure the stable and secure operation of the Network, as well as to achieve the
vision of Corda laid out in section 2.1. The fundamental responsibility of directors appointed to the Board is to
exercise their business judgement to act in what they believe to be the best interests of the Network, taking account
of the interests of the Network community as a whole (rather than any one individual interest).
Directors are expected to comply with the Conflict of Interest policy, which includes a responsibility to disclose
promptly any conflicts that may arise, and meet the expected standards specified in the Code of Conduct Guidelines for
ethical conduct and breach reporting.
The Board is the formal decision-making authority of the Foundation, and actions of the Board reflect its collective
decision making.
3.2 Relationship of the Board with the Operator
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
It is the duty of the Board to monitor the Operator’s performance to ensure that the Network operates in an effective,
efficient and ethical manner. The Board will also be responsible for overseeing the Operator in the development of the
Network’s strategic and tactical plans, ensuring that they will result in broad and open adoption of Corda. The Operator
is responsible to the Board for the execution of day to day operations, and the implementation of strategic and tactical
change.
3.3 Composition and Establishment of the Board
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
### 3.3.1 Size
The Board shall consist of 11 voting members (‘Directors’) in total, to allow broad representation but maintain an agile
decision-making ability. The selection process (using the Participant Community) is intended to ensure that the Board is
composed of members who display diversity in geography, culture, skills, experience and perspective, and that the
abilities and interests of Directors are aligned with those of Corda.
R3 shall have the ongoing right to appoint two Directors, as the firm which developed Corda and funded the initial
construction of the Network. It represents the interests of its large and diverse alliance of commercial organisations,
financial institutions, and regulatory bodies. Similarly to the rest of the board, the Directors will have three-year
terms (unless the director resigns or leaves for another reason) and can be re-appointed without limit. Appointment will
be effective immediately.
The Chair of the board will be elected for a one year term by a vote of the Directors of the Board, at the first Board
meeting following the Board election.
#### 3.3.2 Participation Criteria
Participants shall be directed to vote to ensure that the Board is composed of Directors who in the aggregate produce
the broadest diversity on the Board, consistent with meeting the other criteria. In addition, the Board is to be
comprised of individuals who can demonstrate to Participants they meet the following requirements:
* Hold an understanding and appreciation of the Corda protocol and community purpose.
* Have an awareness of cultural and geographic perspectives.
* Demonstrate integrity, intelligence and objectivity.
* Can work and communicate in written and spoken English.
To promote diversity, the following guidelines are adopted, in particular for steady-state governance (recognising that
these may not be possible to fulfil during the transition period):
* No corporate group of participants may have more than one Director. In the event of votes for two different candidates
representing the same overall corporate group, the candidate with the most votes shall be considered.
* Of the nine Directors, there should not be more than three Directors from any broad industry classification, according to
company classification data.
* Of the nine Directors, there should not be more than three Directors from any continent (one must be based in the Americas,
Europe/Africa and Asia, to ensure geographic diversity.
* Of the nine Directors, there should not be more than three Directors representing any Corporate Group with more than
100,000 employees.
* There is no restriction of re-election of Directors or the Chair of the Board.
### 3.3.3 Establishment of the Board
#### 3.3.3.1 Pre-Foundation
Initially R3 shall govern the Network to ensure rapid progress on its implementation. Once the Foundation is set-up and
at least three business networks are conducting live transactions using the network with at least three Participants each, the
'transition period' of one year will commence.
#### 3.3.3.2 Transition: Initial set-up of Foundation Board:
For the transition year, the first three business networks shall have the right to choose three Participants, to
represent the interests of the business network. One of each of these must be based in the Americas, Europe/Africa and
Asia, to ensure geographic diversity, if the pool Participants allows. Each selected Participant will appoint a
Director, to sit on the Board, making nine Directors in addition to the two Directors from R3.
After this start-up period, there will be a vote for Board Directors.
For the first election only, of the nine vacant seats, three will be for a duration of one year, three for two years, and
three for three years. This will introduce a staggered board, so there is greater continuity at the end of each term.
Candidates with the most votes will fill the three-year seats first, followed by two-year and then one-year seats. In all other
respects, the first election will follow the steady state process.
#### 3.3.3.3 Steady-State
1. Participants may nominate candidates for Director election. Appointments to the nine rotating seats of the Board will be
by vote of the Participants, with three seats up for election each year. Any seats vacated mid-term will also be
elected at the same time. R3 may not put forward candidates for the nine rotating seats, and these may not be held by
R3 employees.
2. Candidates will create a personal statement and short biography, which will be shared with all Participants.
3. Participants may each cast up to three votes for three separate candidates.
4. Subject to meeting certain criteria (including diversity of geography and industry), the most popular candidates
will be appointed as Directors.
5. Candidates will be considered in sequence from most popular to least, and if a seat is vacant according to the
diversity criteria in section 3.3.2, the candidate will be allocated to it. This may mean that occasionally a less
popular candidate fills a seat instead of a more popular one.
6. R3 shall appoint Directors to the two remaining seats, when appropriate.
#### 3.3.4 Removal from the Board and Re-election.
Apart from the three-year expiry, Directors can otherwise leave the Board by resignation, prolonged non-attendance of
board meetings of more than six months, death, or if necessary, removal by a Mandatory Governance Event. In any case, a
vacant seat will be contested at the next annual election.
3.4 Conduct of Board Meetings
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
Attendance may be in person or by video-conference.
The Board shall meet not less than every six months, and may meet on the request of any Director, but not more than every
two months. At least two weeks’ notice shall be given to Directors. By exception, the Chair may convene an emergency
meeting with minimal notice, appropriate to the situation in the Chair's judgement.
The Board shall consider all Governance Events proposed since the previous meeting, except for an emergency convening.
Board meetings shall be limited to the Board representatives, and shall follow the requirements for quorum and voting
outlined in this Constitution.
The Board may decide whether to allow one named representative to attend as an alternate, and typically these shall be
allowed.
The Board meetings shall be conducted in private, but in the interest of transparency, public minutes shall be
published within two weeks following their approval by the Board.
Participants who do not have representation on the Board may request an observer to be present at a Board meeting.
This is subject to a lottery held one week prior to the meeting, a limit of 20 observer places, and a limit of one
observer per unrepresented Participant. Observers may participate in discussions but shall not participate in any Board
vote, and may be asked to join by video-conference if there are logistical constraints.
4 Relation of the Foundation to Business Networks
---------------------------------------------------
The global Network shall support the operation of any business networks which may be formed by industry-specific
operators on top of the Network. The Board shall ensure that there is a clear separation between areas of governance
for the Foundation and Network outlined in this document, and for individual business networks.
Additionally, the structure and control processes defined for the Foundation shall be documented and made available
under a Creative Commons license, both for reuse by business network operators if business networks need a similar
governance structure, and so that such governance layers are complementary and not contradictory.
5 Governance Events
---------------------
All formal changes to the Network and the Foundation shall be controlled through a formal Governance Event process, and
the right to initiate this shall be held by all Directors and Participants. In the event of disruptive behaviour by an
individual Participant or group of Participants, this right may be curtailed, as described in 5.2.5.
5.1 Types of Governance Events
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
There are three types of change that affect the Network and the Foundation, which require a controlled change process
and a vote described in 5.5, and are defined as Governance Events:
1. All changes to the Stichting Articles of Association and By-laws are defined as Constitutional Governance Events.
2. All changes to Network participation criteria, charges, budgets, change management process and other business areas not
defined in Articles of Association or By-laws are defined as Mandatory Governance Events in section 5.2. The Board shall
vote to accept or reject all such Mandatory Governance Events, and the outcomes are binding on Participants and the
Operator for implementation.
3. All changes to technical parameters and notary criteria, which affect the nodes of participants, are defined as
Advisory Governance Events in section 5.3. While the Operator can implement these without Board approval, it may ask the
Board to provide an advisory (non-binding) vote. Conversely, the Board may require that it is given the opportunity to
provide an advisory vote.
Any other changes in the day to day internal implementation of network services by the Operator, which do not require
changes to be implemented on the nodes of participants, are out of scope as Governance Events.
All Constitutional, Mandatory and Advisory Governance Events shall be supported by a formal proposal, using standard
structured documents and containing all relevant background information, to create an efficient process both for the
submitter and the Board.
Depending on the content of the Governance Event proposal, the Board or Operator may rely on the Governance or Technical
Advisory Committee to provide due diligence and make a recommendation for implementation.
For all Governance Events, decisions and the rationale for the decision shall be published transparently.
5.2 Mandatory Governance Events
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
### 5.2.1 Access Standards
The Corda system can be accessed by using software which implements the set of technical protocols which define
compatibility (see 5.3.1) above). The reference implementation of this software is open source and freely accessible at
[www.corda.net](https://www.corda.net).
To join the Network, a participant running Corda compatible software also needs a unique and real-world identity. The
Foundation shall enforce this access requirement through the issuance of PKI certificates. Corda has a primary objective
to facilitate automation of real-world contracts between real-world parties, and has a particular requirement to ensure
that identities on the Network are unique and that all participants understand the basis on which they have been issued.
The Foundation shall govern the operation of the technical infrastructure to enable a good level of service for identity
issuance.
The access criteria for proving real world identity shall be defined by the Board and shall be transparent and objective.
Any party which can demonstrate they meet these criteria will be issued a certificate without prejudice. The goal to
ensure that the Operator which manages the issuance of the network certificates cannot act arbitrarily or
discriminatory. But lawful requests from regulatory authorities of the Foundation’s jurisdiction shall be accepted.
These criteria may be subject to change over time to deal with changing circumstances, like regulatory requirements.
However, the changes shall be subject to Mandatory Governance Events. In this way the Network is able to provide its
participants with a strong and fair identity framework.
Arbitration, suspension, and in extreme circumstances, revocation (for example for illegal behaviour or when a
participant no longer meets the standards set forth) shall be managed through an Emergency Governance Event, set out in
5.4.
#### 5.2.2 Budget, Expenditure and Participation Fees
The Board shall annually prepare and approve a budget for the operations of the Foundation, taking into account the
not-for-profit status of the Foundation and the mission to promote the Corda Ecosystem.
The Foundation shall charge a fee for Membership, as described in section 6.1.
The Operator shall charge the Foundation for services that the Operator provides under the requirements of the contract
with the Foundation, including management of Participants, Network participation and access services, Network map
and Operator-provided notary services. The Operator may also provide fee-based services that are supplementary to those
needed to participate on the Network.
#### 5.2.3 Change of Network Operator
For three years upon establishment of the Foundation, R3 will undertake the role of Operator. Annually thereafter, the
Board will approve the appointment of the Operator, which may be changed with a Mandatory Governance Event and vote.
As noted, the Foundation shall hold the Trust Root, and the Operator and any services they operate shall be provisioned
with intermediate certificates that derive from this. The Operator must enter into an escrow arrangement upon
appointment, so that existing certificates continue to work, certificate revocation lists continue to be published, and
there is no disruption to Participants if the Operator is changed.
#### 5.2.4 Change Management Process
The Network will periodically require participating nodes to implement change. A change notification and management
process shall be defined and communicated; and any change to the change management process shall be the subject of a
Mandatory Governance Event.
#### 5.2.5 Other Mandatory Governance Events
Restrictions on individual Participants or a group to initiate Governance Events; in the event of disruptive behaviour.
Audit: the Board may request an audit of the activities and services provided by the Operator, no more frequently than
every year, unless an emergency audit is authorised through a Mandatory Governance Event.
Marketing, Trademark and Branding: R3 shall commit to license the Corda trademark to the Foundation. The Foundation
shall manage its own brand and any trademarks created.
Certifications: Where the Foundation provides standards for certification of organisations, individuals or technologies,
the Board shall approve the standards and processes for certification.
Change to the arbitration and dispute resolution process shall be the subject of a Mandatory Governance Event.
Policies covering areas of operation not covered by the Constitution (e.g. code of conduct for Board Directors).
5.3 Advisory Governance Events
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
#### 5.3.1 Technical Standards
There is a set of technical standards, such as ‘network parameters’, which all Corda Network nodes need to comply with
in order to guarantee technical compatibility to other nodes and services within the Network. While Corda has stability
and backwards compatibility as key design goals, there may be circumstances under which these standards will need to
change. Where these changes require participants in the Network to update to remain compatible, these changes will be
subject to Governance Events.
Changes to technical standards, such as some network parameters, shall require formal design processes, and the Operator may
choose to delegate technical due diligence to the Technical Advisory Committee prior to formally accepting a change to
the technical standards.
The Corda open source software is the reference implementation for the core technical standards adopted for the Network.
Corda implementations and distributions can vary in their internal details, but their core interfaces and Corda protocol
implementation must conform to this standard to be compatible with the Network.
#### 5.3.2 Consensus Standards
The Foundation shall set minimum standards for notary clusters, to allow their use across different business
applications. The Operator shall ensure that standards are followed by notary service providers, and shall operate a
framework of audit and assessment, review, feedback, and certification, covering the following:
1. Technical standards, such as meeting strict requirements for high-availability and data replication/security and
performance.
2. Compliance with necessary laws and regulations (for example privacy and data retention regulations) in the
jurisdictions in which they operate.
3. Availability for independent audits upon request by the Board.
Additionally, the Operator shall manage a reference distributed notary service for the Network, using a Board-approved
crash or Byzantine fault tolerant (BFT) consensus algorithm, with nodes provided by a minimum number of identified and
independent entities.
#### 5.3.3 Dispute Resolution Process
Disputes between Participants arising from the operation of a Corda application are anticipated to be resolved by the
business network operator, or directly if no business network is involved. If necessary, Participants may escalate to
the Board by creating an Advisory Governance Event.
5.4 Emergency Governance Events
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
Certain Network incidents, which could impact one or more Network participants and that would be the subject of
Mandatory or Advisory Governance Events, shall require immediate resolution. In these cases, the Operator may make
emergency changes, but these shall be subject to post-event evaluation and standard Governance Event processing. Areas
of control that are the subject of Mandatory Governance Events are not expected to require emergency remediation, but
the Operator shall be entitled to make emergency changes to preserve the stability and integrity of the Network.
5.5 Voting
^^^^^^^^^^
All Constitutional, Mandatory and Advisory Governance Events outlined in sections 5.2 and 5.3 shall be presented to the
Board for voting. The representatives of the Board shall vote on a one vote per Director basis to approve or reject the
Governance Event.
Quorum for the Board shall require two thirds of the Directors to vote. Abstention is not a vote. The Board may continue
to meet if quorum is not met, but shall be prevented from making any decisions at the meeting. Decisions by electronic
vote without a meeting shall require a vote by two thirds majority of all Directors.
Provided quorum is met, Constitutional Governance Events shall require a three quarters majority vote, and Mandatory
Governance Events shall require a two thirds majority vote.
In the event of a tied vote (the odd number of representatives is intended to avoid tied votes) the vote of the Chair
shall carry the vote. If the Chair does not vote in the case of a tied vote, the Event will not be passed.
All Governance Events proposed for consideration by the Board at a meeting shall be circulated in draft form to the
members of the Board at least one week prior to the date of the meeting, and the text of such draft events may be altered
at the meeting.
The Foundation may chose to implement the tracking and voting for Governance Events using an on-ledger Corda application
in an attempt to simplify governance, provide transparency and lower costs, provided the application has been tested
thoroughly and has sufficient manual override controls.
6 Participation
-----------------
6.1 General Membership
^^^^^^^^^^^^^^^^^^^^^^
Participation is open to any potential participant on the Network, subject to meeting normal Network access conditions
described in section 5.2.1, and paying a nominal annual participation fee to cover both the operational costs of Network
services and the Foundation, and to ensure that its activities are sufficiently resourced.
The Participant Community have the right to:
1. Propose a formal Governance Event to the Board for voting. This must meet the appropriate standards and formats.
2. Request observer representation at a board meeting subject to logistical constraints.
3. Utilise any brand and marketing materials that may be provided by the Foundation to Participants.
4. Identify themselves as participants of the Foundation.
5. Vote in the periodic election of a new Board.
6. Participate in conferences, projects and initiatives of the Foundation. Numbers of participants and any additional
costs will depend on the individual event.
7. Receive an identity necessary to operate a Corda node on the Network.
8. Use the Network for live business activities running 'in production'.
6.2 Technical Advisory Committee
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
The Technical Advisory Committee shall have limited participants appointed directly by the Board. Its mandate and
charter will be set by the Board. It shall act directly on the instructions of the Board or the Operator, which shall
set expected deliverables and timelines. It shall focus on specific technical topics and may have responsibility for
the following:
1. Advise on technical decisions for the Operator.
2. Advising the Board in technical matters.
3. Provide feedback on the technical roadmap for Corda, from real-world and practical experience gained from observing
the operation of the Network.
4. Conducting open design reviews and soliciting public input for technical proposals.
5. Contributing to the Corda open source community from a Network perspective, to ensure that Corda retains a coherent,
elegant and practical system design
6.3 Governance Advisory Committee
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
The Governance Advisory Committee shall have limited participants appointed directly by the board. Its purpose is to
recommend actions to the Board for approval on non-technical matters, where additional support is helpful. This may
include decisions on:
1. Operator Due Diligence
2. Identity and Permissions
3. Risks and Escalations
4. Interacting with Regulators
5. Complaints and Whistle-blowing
7 The Corda Network Operator
----------------------------
In order to pursue the mission of the Foundation as set out in section 1, there will need to be a set of operational
activities, including technical activities such as hosting services, marketing activities, community management and
promotion. These activities shall be funded through the participation fees and overseen by the Board, and they will
require operational staffing by the Operator. It is not envisaged (at least during the first year) that the Corda
Network Foundation will need separate staff. Administrative operations and meeting facilities will be provided by the
Operator.
The Operator shall invoice the Foundation for the costs of operating the Network and minor administrative expenses,
initially on a cost-plus basis, and subject to annual review. Corda Network identity and map technical services
have been designed to be highly cacheable, and low-cost in operation.
For the first three years, R3 shall act as the Operator.
8 Costs and Participation Fees
------------------------------
8.1 Costs
^^^^^^^^^
In line with the mission and values of the Foundation, the Network Foundation is not a profit seeking entity. But the
Foundation needs to provide governance and technical services, and these will incur costs. The Foundation maintains these
cost principles, as ideals but not contractual standards:
1. Costs for all services should be borne by all users of those services.
2. One group of participants should not subsidise another.
3. The costs shall be tightly managed, and the Foundation shall seek to provide the most cost-effective implementation
of all of its own administration, governance and technical services.
4. Costs of one service should not be subsidised by another.
5. The Foundation's cost model should be public, to demonstrate that the costs could not reasonably be lower.
8.2 Participation Fee
^^^^^^^^^^^^^^^^^^^^^
The Foundation shall meet costs by levying a participation fee and notary fee for all Participants. The participation
fee will be independent of organisation size and number of transactions on Corda, to reflect the underlying cost of
identity issuance.
The fee shall be based on the number of Participants divided by an estimate of the cost of running the Foundation,
which is set out in section 7. There may be variance in the fee depending on whether the Participant is indirectly using a
Corda Network-powered application, and therefore the services which the Participant is able to access.
Such fees shall be detailed in a separate schedule to be updated annually and approved by the Board by a Mandatory
Governance Event.
The Operator may agree to provide the Foundation with a start-up commercial loan, in order to allow the Foundation to
cap fees for Participants initially. This will allow early widespread adoption, when early participant numbers will not
offset fixed operating costs. In this case, the fees will not fall to steady-state levels until the loan has been repaid.
Subsidiaries of large organisations shall apply for membership separately, since the model for Corda usage is for one
identity per legal entity, unless varied by Mandatory Governance Event. The fee and voting right shall apply to each
subsidiary individually.
The fee applies even if the Participants chooses not to operate a Corda node on the Network. Therefore, Participants
can be potential or active participants.
8.3 Notary Fee
^^^^^^^^^^^^^^
Transaction notary fees will be charged separately, on a per-use basis. This reflects the variable cost of providing
notary services, with a wide orders-of-magnitude disparity between frequent and infrequent participant transaction
volumes. As a principle, notary fees shall not subsidise participation fees, nor vice versa.
9 Community
-----------
Corda is a collaborative effort, and part of the Foundation’s mission is to help create and foster a technical community
that will benefit all Corda solution providers and users. As such, the Foundation will work to encourage further
participation of leading Participants of the ecosystem, including developers, service and solution providers and end
users. This community shall work towards furthering the adoption of Corda, and contribute to the specific capabilities
identified in the technical white paper.
The Corda technical community should be broad and open, encouraging participation and active conversations on the
technology and applications, but this cannot be mandated by the Foundation.
9.1 Non-Discrimination
^^^^^^^^^^^^^^^^^^^^^^
The Foundation will welcome any organization able to meet the Participation criteria, regardless of competitive
interests with other Participants. The Board shall not seek to exclude any Participant for any reasons other than those
that are reasonable, explicit and applied on a non-discriminatory basis to all Participants.
END

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Governance Structure
====================
It is critically important that a commercial entity should not control Corda Network going forwards, and that it should
be governed transparently, with a fair and representative structure that can deliver a stable operating environment for
its members in the long term.
A separate entity called Corda Network Foundation will be set up, using a not-for-profit legal entity type known as a
Stichting, residing in the Netherlands. This type is suited for governance activities, able to act commercially, with
limited liability but no shareholders, capital or dividends. Its constitution is defined in a set of Articles of
Association and By-laws.
A Foundation will enable Network members to be involved with, and also understand, how decisions are made (including
around issues of identity and permission), building trust and engagement from a wide range of stakeholders. We believe
this will bring about the best decisions and outcomes for the Network’s long-term success.
Its governance bodies shall include:
- A **Governing Board** (‘the Board’) of 11 representatives (‘Directors’).
- A **Technical Advisory Committee** (‘the TAC’), comprised of representatives of Participant organisations.
- A **Governance Advisory Committee**, comprised of representatives of Participant organisations.
- A **Network Operator** (‘the Operator’), charging the Foundation reasonable costs for providing network and administration
services, paid by the Foundation through membership funds, and accountable directly to the Board.
Operating on behalf of:
- **Participants** (‘Participants’), open to any legal entity participating in Corda Network, and independent of R3
alliance membership.
For more information about the intended governance of the network, please refer to the [Corda Network Foundation :
Governance Guidelines](governance-guidelines.md) document.

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Introduction to Corda Network
-----------------------------
Corda Network consists of Corda nodes operated by network participants, in which business transactions are created and
validated via Corda Distributed Applications (CorDapps) running on these nodes. Each node is identified by means of a
certificate issued by the Network's Certificate Authority, and will also be identifiable on a network map.
[Corda Network](https://corda.network/) is an publicly-available internet of Corda nodes operated by network participants. Each
node is identified by a certificate issued by the network's identity service, and will also be identifiable on a network map.
Corda Network enables interoperability – the exchange of data or assets via a secure, efficient internet layer – in a way
that isn't possible with competing permissioned distributed ledger technologies or legacy systems.
that isn't possible with separate, isolated Corda networks. A common trust root surrounds all transactions, and a consistent set of
network parameters ensures all participants may transact with each other.
The network is due to go live in December 2018, and initially it will be governed by R3. An independent, not-for-profit
Foundation is currently being set-up which is intended to govern the Network from mid 2019, after a transition period
when control moves entirely to the Foundation. See the [governance model](governance-structure.md) for more detail.
The network went live in December 2018, and is currently governed by R3. An independent, not-for-profit foundation has been
set-up to govern the network, and a transitional board of participants will be elected in Spring 2019, which will oversee the foundation
until democratic elections are held a year later. See the [governance model](https://corda.network/governance/governance-guidelines.html)
for more detail.
The Network will comprise many sub-groups many sub-groups of participants running particular CorDapps (sometimes but not
always referred to as 'business networks'), and such groups will often have a co-ordinating party (the 'Business
Network Operator') who manages the distribution of the app and rules (including around membership) for its use.
The network will support many sub-groups of participants running particular CorDapps (sometimes referred to as 'business networks'),
and these groups will often have a co-ordinating party (the 'business network operator') who manages the distribution of the
app and rules, including membership, for its use. There is a clear separation between areas of control for the network as a whole
and for individual business networks. Like the internet, Corda Network intends to exist as a background utility.
Corda Network will support the operation of business networks by industry-specific operators within the Network. There
will be a clear separation between areas of governance for the Network and for individual business networks. For example,
rules around membership of business networks will be controlled by its Business Network Operators.
The main benefit of Corda Network for participants is being able to move cash, digital assets, and identity data from one application
or line of business to another. Business network operators also benefit by being able to access network-wide services, and reuse the
[trust root](https://corda.network/trust-root/index.html) and network services, instead of building and managing their own.
Key services
============
Doorman
-------
The Doorman controls admissions and exits of Participants into and out of Corda Network. The Service receives Certificate
Signing Requests (CSRs) from prospective Network Participants (sometimes via a Business Network Operator) and reviews the
information submitted. A digitally signed Participation Certificate is returned if:
Identity Service
----------------
The Identity Service controls admissions of participants into Corda Network. The service receives certificate
signing requests (CSRs) from prospective network participants (sometimes via a business network operator) and reviews the
information submitted. A digitally signed participation certificate is returned if:
* The prospective Corda Network Participant meets the requirements specified in the documentation;
* Evidence is provided by the Participant or Business Network Operator of agreement to the Corda Network Participant Terms
of Use.
* The participant meets the requirements specified in the bylaws and policies of the foundation (broadly speaking, limited to
sanction screening only);
* The participant agrees to Corda Network participant terms of use.
The Corda Network Participant can then use the Participation Certificate to register itself with the R3 Network Map Service.
The Corda Network node can then use the participation certificate to register itself with the Network Map Service.
Network Map
-----------
Network Map Service
-------------------
The Network Map Service accepts digitally signed documents describing network routing and identifying information from
Participants, based on the Participation Certificates signed by the Doorman, and makes this information available to all
Corda Network Participants.
nodes, based on the participation certificates signed by the Identity Service, and makes this information available to all
Corda Network nodes.
Notary
------
Notary Service
--------------
Corda design separates correctness consensus from uniqueness consensus, and the latter is provided by one or more Notary
services. The Notary will digitally sign a transaction presented to it - provided no transaction referring to
Services. The Notary will digitally sign a transaction presented to it, provided no transaction referring to
any of the same inputs has been previously signed by the Notary, and the transaction timestamp is within bounds.
Business Network Operators and Network Participants may choose to enter into legal agreements which rely on the presence
Business network operators and network participants may choose to enter into legal agreements which rely on the presence
of such digital signatures when determining whether a transaction to which they are party, or upon the details of which they
otherwise rely, is to be treated as 'confirmed' in accordance with the terms of the underlying agreement.
Support
-------
The Support Service is provided to Participants and Business Network Operators to manage / resolve inquiries and incidents
relating to the Doorman, Network Map Service and Notary Service, and any other relevant services.
Support Service
---------------
The Support Service is provided to participants and business network operators to manage and resolve inquiries and incidents
relating to the Identity Service, Network Map Service and Notary Services.

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Joining Corda Network
=====================
Corda Network participation requires each node to possess a recognised Certificate Authority (CA) signed certificate
(“Participation Certificate”), which is used to derive other digital certificates required (such as legal entity signing
certificates and TLS certificates).
Identity certificates must be issued by the Corda Network Operator (Doorman / Network Map), which guarantees that the identity
listed on the certificate is uniquely held by a single party within the network.
A high-level outline of steps to join the Network is listed below. This assumes that Participants wish to operate a node
and already have access to at least one CorDapp which they wish to deploy. A more detailed step-by-step guide will soon
be available.
1. Obtain Corda software - either the Enterprise version, via a Corda sales representative, or the open source version
through [github](https://github.com/corda).
2. For the time being, request the trust root certificate from Corda Network Doorman, by emailing doorman@r3.com, which
will be sent back as a truststore.jks file. In future, the Corda Network trust root will be packaged in the software
distribution.
3. [Start the node](https://docs.corda.net/deploying-a-node.html) - where applicable, with help from a Corda
representative.
4. [Configure the node](https://docs.corda.net/corda-configuration-file.html) – a node.conf file must be included in the
root directory of every Corda node. This includes: specifying an email address in relation to the certificate signing
request as well as choosing a distinguished name.
5. Run the initial registration. This will send a Certificate Signing Request (with the relevant name and email) to the
Network Manager service (Doorman / Network Map).
6. Sign Participant terms of use, either directly or indirectly:
* **Sponsored model**: A Business Network Operator (BNO) requesting approval for a certificate on behalf of the Participant.
* **Direct model**: The Participant requesting a certificate for themselves.
7. Doorman verification checks – a number of identity-related checks will be conducted, before issuing a certificate,
including email and legal entity checks.
8. Once identity checks have been completed, a signed CA certificate will be released by the Doorman to the
node.
9. Completion - the node will then sign its node IP address and submit it to the Network Map, for broadcast to other
Participant nodes.

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:if_tag: htmlmode
corda-network/index.md
corda-network/governance-structure.md
corda-network/governance-guidelines.md
corda-network/joining-corda-network.md