Internal Rules of TMF

ARTICLE I: CORPORATE AFFAIRS

  1. NAME. The name of the company is The Mobility Factory SCE (TMF SCE).

  2. PURPOSE.

    • 2.1. The main objective of The Mobility Factory is stated in the Articles of Association (Articles) and is to provide goods and services to its cooperative members, which they will use to offer sustainable mobility solutions to their local community, for the satisfaction of at least their members and possibly also non-members needs.
    • 2.2. The Mobility Factory shall comply with the Cooperate Principles as defined by the International Co-operative Alliaence (ICA).
    • 2.3. The Mobility Factory shall also adhere to the Cooperative Values as defined by the International Cooperative Alliance (ICA):
      • 2.3.1. Self-help, self-responsibility, democracy, equality, equity and solidarity.
      • 2.3.2. The ethical values of honesty, openness, social responsibility and caring for others.
    • 2.4. The Mobility Factory has the purpose to a) provide a clear legal structure to share ownership of the assets of TMF such as the immaterial software code, b) in a fair and transparent way share costs, and c) let the needs of the shareholders/members steer the developments of TMF.
    • 2.5. The Mobility Factory considers it a principal objective to contribute to environmental and societal benefits through its services.

  3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers, contracts, notes, bonds, and other obligations authorized to be executed on behalf of The Mobility Factory shall be signed by two members of the Board of which one of them is either the Chairman or the managing director/CEO except as otherwise determined by the Board of Directors.

  4. CORPORATE RECORDS. Copies of the following documents shall be kept at the principal office of The Mobility Factory and be accessible in a digital format: (a) the Articles of Association and Internal Rules and Regulations, (b) records of all meetings of Founders, Directors, Members and Shareholders, and (c) the records containing the names and record addresses of all Members and Shareholders, and the shares held by each Member and Shareholder.

  5. LANGUAGE: The official language of The Mobility Factory is English.

  6. ARTICLES OF ASSOCIATION. The purposes of The Mobility Factory shall be as set forth in the Articles of Association. In the event of any inconsistency between the Articles and these Internal Rules and Regulations, the provisions of the Articles shall be controlling

ARTICLE II: MEMBERS AND SHAREHOLDERS

  1. MEMBERSHIP ORGANIZATION.

    • 1.1. The Mobility Factory shall operate on a cooperative basis and with all Members as shareholders (Class A and B). All Members have voting rights in accordance to the Articles and these Internal Rules and Regulations. Earnings and losses shall be allocated to Shareholders in accordance with the Articles and these Internal Rules and Regulations.
    • 1.2. Each Member must appoint one (1) natural person as responsible for its contact and communication with The Mobility Factory. The Mobility factory shall be notified immediately about any relevant changes about this person.
    • 1.3. In addition, candidates must be eligible according to the specification in Section 2 (Class A), and Section 3 (class B) of this Article II.

  2. CLASS A MEMBERS AND MEMBERSHIP SHARES.

    • 2.1. CLASS A MEMBERSHIP ELIGIBILITY.
      • 2.1.1. Class A Members must be legal entities of one of the following types:
        • 2.1.1.1.Cooperative enterprises complying with the Cooperative Values and Principles as defined by The International Co-operative Alliance (ICA)
        • 2.1.1.2.Organisations sufficiently applying the Cooperative Values and Principles as defined by The International Co-operative Alliance (ICA). The Board of Directors shall decide from case to case whether applicants for membership sufficiently concurs with the cooperative principles and objectives of The Mobility Factory. Democratic Member Control and Member Concern for the Community shall be minimum conditions.
      • 2.1.2. Class A Members must be direct members of The European Federation of Renewable Energy Cooperatives (RESCOOP.eu) if the Member is located or provides services within any country where RESCOOP.eu is active.
      • 2.1.3. Class A Members must acquire a minimum of four (4) shares of a total of 4.000€
      • 2.1.4. Class A members must provide shared mobility service to their members.
      • 2.1.5. A new class A member shall no start activities within a local region (Defined as NUTS 2 in REGULATION (EC) No 1059/2003 of 26 May 2003) where an existing member is already offering TMF related services.
        • 2.1.5.1.If there are conflicting interests in a region between new or existing class A members, the board of directors hears both parties and takes a decision about accepting the new class A member based on legitimate reasons (i.e. inactivity of active member, refusal to collaborate)
    • 2.2. CLASS A MEMBERSHIP RIGHTS
      • 2.2.1. Each member has full access to the products and services of The Mobility Factory according to given prices and contractual agreements, regardless of the number of shares a Member holds.
      • 2.2.2. The platform software of The Mobility Factory is for the exclusive use of Class A Members for either a) sustainable mobility solutions provided to their own members, or for; b) software as a service (SAAS)for 3rd party clients.
    • 2.3. CLASS A FOUNDING MEMBERS
      • 2.3.1. Class A Founding Members have the same rights and obligations as all other Class A Members.

  3. CLASS B MEMBERS AND MEMBERSHIP SHARES.

    • 3.1. CLASS B MEMBERSHIP ELIGIBILITY.
      • 3.1.1. Class B Members can be any individual or organization non-user of The Mobility Factory.
      • 3.1.2. Class B Members must acquire a minimum of 4 shares. 3.2.CLASS B FOUNDING MEMBERS
      • 3.2.1. Class B Founding Members have the same rights and obligations as all other Class B Members as described by law, in the Articles and these Internal Rules and Regulations.

  4. TRANSFER RESTRICTIONS. No share of any class or interest therein may be sold, assigned, or otherwise transferred, voluntarily or involuntarily, by operation of law or otherwise, except for a transfer to The Mobility Factory.

  5. RESIGNATION.

    • 5.1. The Board of Directors of The Mobility Factory shall decide on the resignation within 1 month of reception of the written resignation request.
    • 5.2. If a Member resigns, he or she is still responsible for any charges, dues, or other obligations that the Member owes to The Mobility Factory. The Mobility Factory shall still have the right to enforce any such obligation or obtain damages for its breach.
    • 5.3. The Board of Directors’ decision on the requested resignation can be appealed at the General Assembly. The appeal must be declared in writing to the Board of Directors of The Mobility Factory within 30 days after receiving the decision on resignation. The General Assembly must decide on the appeal within 3 months and according to Art. 24 in the Articles.

  6. EXPULSION.

    • 6.1. The Member must be given 15 days’ prior notice of the expulsion, suspension, or termination, and the reasons for that expulsion, suspension, or termination.
    • 6.2. The Member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of expulsion, suspension, or termination, by a person or body authorized to decide that the proposed expulsion, termination, or suspension not take place.
    • 6.3. Any notice required under this Section may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by first-class or registered mail sent to the last address of the Member shown on The Mobility Factory’s records.
    • 6.4. The decision of expulsion can be appealed at the General Assembly. The appeal must be declared in writing to the Board of Directors of The Mobility Factory within 30 days after receiving the decision on expulsion. The General Assembly must decide on the appeal within 12 months and according to Art. 24 in the Articles.
    • 6.5. A Member that is expelled or suspended shall be liable for any charges, dues, or other obligations incurred before the expulsion, suspension, or termination.
    • 6.6. The Mobility Factory may direct a Member whose expulsion is being considered to refrain from conducting business as a Member until the expulsion decision is made, provided The Mobility Factory pays the Member due wage or compensation until the expulsion decision is made. The Mobility Factory may also direct a Member whose expulsion is being considered to stay away from The Mobility Factory’s places of business except as necessary to exercise its rights under law.
    • 6.7. Any due reimbursement will be allocated according to the provision in Art. 11 of the Articles.

ARTICLE III: SOFTWARE PLATFORM

  1. OWNERSHIP OF SOFTWARE PLATFORM. The Software Platform shall be owned, managed, and developed by The Mobility Factory for the exclusive access of its Members.

  2. ACCESS TO THE SOURCE CODE. The source code of the Software Platform is open to the Class A Members of The Mobility Factory only. The Members shall not disclose the source code of the Software Platform to non-members, except with a written consent of the board of TMF and with associated confidentiality agreements approved by by the board of TMF.

  3. OBLIGATIONS. The Mobility Factory commits to maintain and develop the Software Platform according to the highest standards of quality possible and according to the general needs of its Members.

  4. DEPLOYMENT. Members that deploy - partly or completely - the source code of the Software Platform on their servers for production use, commit to deploy always the latest production version issued by The Mobility Factory, and commit to update running instances of the Software Platform to this latest version. The goal is to minimize the divergence between running instances.

  5. COLLABORATION. The development of the Software Platform shall be a collaborative effort between The Mobility Factory team and its Members. Members have the right and obligation to interact with and support the development of the Software Platform. The Mobility Factory must facilitate this interaction but also have the right to reject proposals for development.

  6. FUNDING. The Board of Directors shall allocate funds to the Software Platform both as funds for maintenance and bug-fixing and for the development of new features.

    • 6.1. The CTO and the CEO of the Mobility Factory shall manage the funds for maintenance and bug-fixing
    • 6.2. The funds for development of new features shall be allocated according to quarterly rounds of voting by the Members as described in Section 10 of this Article III of the Internal Rules and Regulations.
      • 6.2.1. In case of a marked imbalance in the voted allocation of funds (of more than 66% over two rounds of vote) between the two ways of Member use of the Software Platform (described in Section 7 of this Article III), the Board of Directors may allocate some or all of the funds for development for the succeeding round of votes to the less funded part.

  7. USE OF PLATFORM. Class A Members may use the Software Platform according to tariffs and contractual obligations with The Mobility Factory in two ways:

    • 7.1. Sustainable mobility solutions provided to their own members. 7.2.Sustainable SAAS for 3rd party clients on the following conditions:
      • 7.2.1. To all 3rd party organizations with a closed membership structure that will employ TMF’s Software Platform for internal use only,
      • 7.2.2. Deliver a public service offered by a local 3rd party organization. These collaborations have a clear local focus. (i.e., collaborating with local municipalities, municipality-owned companies, and local companies and associations)
      • 7.2.3. Deliver a public service offered by 3rd party organizations without local focus needs consent from all TMF members of the countries where this service is offered. By giving their consent, TMF members allow the start of the collaboration and its continuity.

  8. SUPPLIERS: Any supplier working on any feature of the Software Platform (funded or non-funded) must comply with the Section 2 of this Article III (Member suppliers) or sign a Nondisclosure Agreement (external suppliers).

    • 8.1. Suppliers may be any of the following: a) employee of TMF; b) employee of a Member of TMF; c) externally hired developer by TMF

  9. AUTHORIZATION OF SUPPLIERS. In order to secure the quality of the Software Platform, suppliers to any funded feature must be authorized by The Mobility Factory.

    • 9.1. Authorization shall be based on three (3) finished features or 30 hours of work.
    • 9.2. CTO is responsible for authorizations.
    • 9.3. Authorization will be based on the following parameters.
      • 9.3.1. Quality of software code
      • 9.3.2. Documentation of the software code
      • 9.3.3. Relation of hours allocated and the result of the work.
    • 9.4. Developers employed by a Supplier shall be paid a reasonable local salary in relation to the invoiced sum.

  10. PAYMENT AND INVOICING OF SUPPLIERS.

    • 10.1. All work by suppliers is counted and paid by the hour.
    • 10.2. All working hours, funded or not, must be registered on a weekly basis in The Mobility Factory’s timebank.
    • 10.3. The Mobility Factory’s time bank will be overseen by the CTO, but it is the responsibility of the individual supplier to notify the CTO if any task significantly diverts from the development time estimated necessary to complete the given task. Significantly diverting means +20% of the estimated development time.
    • 10.4. Internal supplier salary: Once a year, The Board of Directors shall establish a standard salary pr. hour for internal suppliers (TMF or Members) according to the following principles:
      • 10.4.1. Experience and proficiency of the developer.
      • 10.4.2. A decent salary according to local living costs in euros. The hourly salary for this shall be calculated according to Eurostat’s “Comparative Price Levels of Consumer Goods and Services”2 in the following way: The Board of Directors sets a standard for a decent hourly salary in the country in which The Mobility Factory resides. Other local salaries shall be set according to the percentage that a given location of a supplier is more or less expensive than the standard salary per hour.
      • 10.4.2.1.1. Calculation: standard salary (100%) x local living costs percentage higher or lower than standard (higher: >100%; lower <100%) = local salary pr. hour.
      • 10.4.2.1.2. 20% overhead for administration / rent / equipment 10.4.2.1.3. Local taxes
    • 10.5. External supplier salary: Once a year and according to market price, The Board of Directors shall establish one standard salary pr. hour in euros for external developers according to it’s experience level.
    • 10.6. Invoicing for funded features shall be done on a monthly basis.
    • 10.7. Invoicing for initially un-funded features (not enough votes) that after their finalization wins enough votes for funding shall be invoiced once.
    • 10.8. Any payment shall be approved by the CTO and the CEO and shall be in euro.

  11. PRINCIPLES FOR DEVELOPMENT OF NEW FEATURES.

    • 11.1. A feature is a specific clearly separated functionality or characteristic of the Software Platform that is the result of the execution of a distinguished and defined piece of code of the Software Platform.
    • 11.2. The funds for development of new features shall be subject to quarterly voting by the Members at dates determined by the Board of Directors.
    • 11.3. All Class A Members and only Class A Members can vote.
      • 11.3.1. All Class A Members have the same number of votes.
      • 11.3.2. Each Member Coop shall have one (1) vote for each proposed feature voted for in any a given round of votes.
    • 11.4. Proposals to development of new features:
      • 11.4.1. Any Member and The Mobility Factory can make proposals to new features.
      • 11.4.2. Proposals must contain: name of Proposal Lead, description of new feature, a working plan including time frame, hours and skills, and budget.
      • 11.4.3. Expenses to equipment is to be covered within the 20% overhead on the hourly salary rate, except in extraordinary cases. In such cases, specifics, reason, and amount needed, must be added to the proposal.
      • 11.4.4. Proposals must be received by the CTO of The Mobility Factory at least 5 days before a vote.
      • 11.4.5. Proposals must be available to all voting Members at least two days before a vote.
      • 11.4.6. The voting will be conducted on line with SurveyMonkey or any similar software as decided by the board.
    • 11.5. The CTO of The Mobility Factory reviews all proposals according to parameters set by the Board of Directors such as: Type of feature, Software Platform needs, urgency, tech quality, feasibility, hours needed, budget, etc. The CTO may reject proposals if a proposal is not deemed to qualify for voting under the established criterias. A rejection must be grounded and can be appealed according to Art. VIII Section 2.2 of these Internal Rules and Regulations.
    • 11.6. A new feature may be developed in two ways:
      • 11.6.1. Feature funded by TMF:
      • 11.6.1.1. Proposals with the most votes will be funded until all funds for the specific round of votes is allocated.
      • 11.6.1.2. A funded feature must have an authorized developer as Proposal Lead, who is the main responsible for the successful development of the proposed new feature.
      • 11.6.1.3. Allocation of tasks to suppliers is managed by the CTO of The Mobility Factory based on the requests and recommendations of a given Proposal Lead.
      • 11.6.1.3.1. Allocation of tasks shall be guided by a principle of the right skills and quality of code rather than price
      • 11.6.1.4. Funding shall be conducted according to Art. III Section 8 of these Internal Rules and Regulations.
      • 11.6.2. Feature not funded by TMF
      • 11.6.2.1. Members may develop features that do not receive funding on their own expense.
      • 11.6.2.2. Developers must be paid according to Art. III Section 8 of these Internal Rules and Regulations
      • 11.6.2.3. Unfunded features may be developed as open source between Members.
      • 11.6.2.4. Non-funded proposals may stay in the pool of proposals accumulating votes until they receive enough votes to be funded.
      • 11.6.2.5. Non-funded features that have not earlier been subject to vote may be participate in new rounds of votes if they qualify according to Art. III Art III Section 9.6 of these Internal Rules and Regulations.
      • 11.6.2.6. If other Members start using an unfunded feature, they must vote for the feature in the coming rounds of votes until fully funded.
      • 11.6.2.7. Initially un-funded features that a posteriori wins enough votes for funding shall be funded according to Section 8 Art. III of these Internal Rules and Regulations.
      • 11.6.3. All developed features, funded or not, must be subject to testing by the responsible developers before released for Beta testing.
      • 11.6.4. All developed features, funded or not, are subject to quality control by the CTO and must be open for all Members to use.

ARTICLE IV:INTERNAL CAPITAL ACCOUNT SYSTEM

  1. INTERNAL CAPITAL ACCOUNTS. The Mobility Factory shall have a system of Internal Capital Accounts as equity accounts to reflect its net worth, to reflect the allocation of net worth among Class A and Class B Shareholders, and to determine the redemption value of Class A and Class B Shares. The Internal Capital Accounts consist of Individual Capital Accounts, a Legal Reserves Account, and a Distributable Reserves Account. The sum of the balances of the Internal Capital Accounts is the net worth of The Mobility Factory.

    • 1.1. INDIVIDUAL CAPITAL ACCOUNTS. The Mobility Factory shall maintain for each Member (A and B) an Individual Capital Account that reflects the value of the Member's relative equity in The Mobility Factory.
      • 1.1.1. The Mobility Factory shall issue annually to each Member (A and B) an Individual Capital Account Statement that discloses the account balance and any changes since the previous Statement.
    • 1.2. LEGAL RESERVES ACCOUNT. At least fifteen percent of any profits shall be allocated to the legal reserve, until this reserve equals 100% of the starting capital referred to in Art. 4 of the Articles.
    • 1.3. DISTRIBUTABLE RESERVES ACCOUNT: At least 25 percentage of profits shall be allocated to this.

  2. ALLOCATION OF PROFITS. In addition to what is stated in the Art. 30.3 of the Articles, profit is distributed according to these priorities:

    • Payback of loans, if there are several loans, the sum is distributed according to nominal loan value.
    • As dividends, they shall be distributed according nominal value between all A and B-Shares.

  3. LOSSES. If The Mobility Factory incurs a net loss in any fiscal year, such net loss shall be charged against the balances in the Internal Capital Accounts as determined by the Board of Directors.

  4. LOANS. The Board of Directors may decide to take loans. Any loans or sum of loans exceeding 20% of the net worth of The Mobility Factory requires a Member vote.

    • 4.1. Maximal interest-rate is 2%, lender may agree to lower rate
      • 4.2.25% of capital raised by issuing new shares (except founders’ shares) is used for loan payback
    • 4.3.The Board of Directors may decide to pay back loans in other ways than stated in Art. V Section 4.2. of these Internal Rules and Regulations. All loans shall such cased be treated equally according to nominal value.

ARTICLE V: GENERAL ASSEMBLY

  1. POWERS OF THE GENERAL ASSEMBLY. The General Assembly consists of all Members. It has the powers attributed by law, by the Articles, and by these Internal Rules and Regulations. The duly constituted meeting represents all Members. Its decisions are binding upon all Members, even if they are absent or voting against the decision.

    • 1.1. In addition to the acts for which a General Assembly vote is required as listed in Article V Section 5 of these Internal Rules and Regulations, any matters outside of the ordinary course of business or that involve substantial sale or encumbrance of assets shall require General Assembly approval.
    • 1.2. The powers of the General Assembly shall be limited to overseeing the implementation of its decisions by The Board of Directors.

  2. SPECIAL MEETINGS. Special meetings of Members may be called at any time by the Board of Directors or the Chairman, or upon written application of at least ten percent (10%) of the Members. Special meetings may be called for any lawful purpose.

  3. AGENDA. Any Member can request a topic added to the Agenda of a General Assembly.

    • 3.1. Requests for topics to be added to the Agenda must be received by the Chairman no later than (3) three days before The General Assembly. Any request for a topic received after the three days deadline will be added to miscellaneous and will not be subject to a vote.
      • 3.1.1. In special cases, the General Assembly may accept new topics for the agenda presented after the (3) day deadline. Such requests should be handed to the Chairman no later than (½) an hour before the General Assembly and must be accepted by the majority of the quorum prior to the beginning of the General Assembly.
    • 3.2. The Agenda must be send to the Members electronically no later than (2) days before the meeting.

  4. ACTS THAT REQUIRE A GENERAL ASSEMBLY VOTE.

    • 4.1. Budget Approval
    • 4.2. Election of Directors
    • 4.3. Removal of Directors
    • 4.4. Appointment of Auditor
    • 4.5. Amendments of the Articles
    • 4.6. Amendments of the Internal Rules and Regulations
    • 4.7. To approve development plans of The Mobility Factory
    • 4.8. Rebate
    • 4.9. Appeals of decisions made by the Board of Directors such as rejection of resignations, expulsion of Members and others that at least 10% of the Members approve for voting.
    • 4.10. Merger
    • 4.11. Sell-off
    • 4.12. Consolidation
    • 4.13. Dissolution.

  5. LANGUAGE. The official language of the General Assembly is English.

  6. NON-PRESENT PARTICIPATION. Members who are not able to be physically present at the General Assembly may participate through online tools.

    • 6.1. The following tools will be used:

      • 6.1.1. Participation (speaking and listening): The Zoom Platform
      • 6.1.2. Votes: Surveymonkey

    • 6.2. Members who wish to participate through online tools must inform the person responsible for online participation at the General Assembly at least the (3) three days before the General Assembly. Contact information and instructions shall be provided through the notice for the General Assembly.

    • 6.3. The Mobility Factory shall not be responsible for any technical issues, which may cause a Member to lose all or part of a General Assembly.

    • 6.4. A Member cannot appoint another Member that is participating but not physically present at the General Assembly to represent him or her as proxy.

  7. NON-MEMBER SPEAKERS: The chairperson of the meeting may permit other persons who are not Members of The Mobility Factory to attend and speak at The General Assembly, without granting any voting rights.

  8. MEETINGS HELD WITHOUT PROPER NOTICE.

    • 8.1. Members not present: The transactions of a meeting, whether or not validly called and noticed, are valid if a quorum is present and each of the absent Members who is entitled to vote, either before or after the meeting, signs either: a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
    • 8.2. Members present: A Member's attendance at a meeting shall constitute a waiver of notice of and presence at the meeting, unless the Member objects at the beginning of the meeting. However, attendance at a meeting is not a waiver of any right to object to the consideration of matter required to be included in the notice but not included, if an objection is made at the meeting.

  9. ADJOURNMENT:

    • 9.1. If a quorum is not present within half an hour of the time the General Assembly was due to commence, or if during a meeting a quorum ceases to be present, the chairperson must adjourn the meeting.
    • 9.2. The chairperson of a General Assembly may adjourn the meeting whilst a quorum is present if:
      • 9.2.1 The meeting consents to that adjournment
      • 9.2.2. It appears to the chairperson that an adjournment is necessary to protect the safety of any persons attending the meeting or to ensure that the business of the meeting is conducted in an orderly manner.
      • 9.2.3. The chairperson must adjourn the meeting if directed to do so by the meeting.
      • 9.2.4. When adjourning a meeting the chairperson must specify the date, time and place to which it will stand adjourned or that the meeting is to continue at a date, time and place to be fixed by the Directors.

ARTICLE VI: THE BOARD OF DIRECTORS

  1. POWERS.

    • 1.1. The Board of Directors has the broadest authority to take any action which is required or useful to pursue the object of The Mobility Factory. It is authorised to decide on all matters that are not explicitly reserved to the General Assembly by law or by the Articles of Association.

  2. DECLARATION OF INTEREST. A Director shall declare an interest in any contract or matter in which he or she has a personal, material or financial interest, whether directly or indirectly, and shall not vote in respect of such contract or matter, provided that nothing shall prevent a Director voting in respect of his or her terms and conditions of employment or any associated matter.

  3. ELECTION AND SIZE.

    • 3.1. The Members shall fix the number of Directors (between 4 and 9) and elect the Directors in alternating years so the Directors will be replaced continuously and not simultaneously.
      • 3.1.1. For this reason, the initial Board of Directors shall not consist of more than maximum (5) five Directors.
    • 3.2. Elections are to be held at The General Assembly or special meeting held in its place. 3.3.Voting shall be conducted as described in the Articles with the exception that candidates shall be elected according to highest number of votes and not by majority (simple or qualified).

  4. TENURE.

    • 4.1. Any Director may resign by delivering his or her written resignation to any officer or to a meeting of the Board, effective at the time specified therein.
    • 4.2. Directors must be proficient in English.
    • 4.3. Both genders must be represented in The Board of Directors by a minimum of 33%.
    • 4.4. A Director need not be a Member, however, the number of non-member Directors may not exceed 33%.
    • 4.5. No legal entity can have more than (1) Director representing them at the Board of Directors. 4.6.Not more than one quarter of the posts available may be filled by B-members.
    • 4.7. Supplier Members must not constitute a majority of the Directors.
    • 4.8. The employees of The Mobility Factory may elect a voting Member of the Board of Directors.
    • 4.9. A Director must be at least (18) eighteen years of age.

  5. MEETINGS.

    • 5.1. A minimum of (4) four meetings are required each year.
    • 5.2. The Board of Directors may meet together for the despatch of business, adjourn and otherwise regulate their meeting as they think fit.
    • 5.3. Minutes from all meetings are required and are to be filed with the records of The Mobility Factory.
    • 5.4. The Board of Directors may, at its discretion, invite other persons to attend its meetings with or without speaking rights and without voting rights. Such attendees will not count toward the quorum.

  6. REMOVAL.

    • 6.1. A Director may at any time be removed from office for cause or without cause by a vote of a majority of the Members.
    • 6.2. A Director may at any time be removed for cause by a majority of the Directors then in office.
    • 6.3. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove the Director.

  7. DELEGATION.

    • 7.1. Any delegation requires clearly described limits of mandates according to the following two principles:
      • 7.1.1. The power of The Board of Directors is limited to the role of supervisor and oversight and it may not directly exercise the power delegated by it, except otherwise stated by the law, the Articles, these Internal Rules and Regulations or by the Board itself. The role of supervisor and oversight entails support and continuously inform on any matters relevant for exercising adequately the powers delegated.
      • 7.1.2. Any party receiving a delegation of power is required to truthfully and frequently, and in any case of urgency or emergency, to sufficiently inform The Board of Directors.
    • 7.2. The Board of Directors may revoke any delegation in whole or in part or alter any terms and conditions.

  8. ACTION BY CONSENT. Any action by the Board may be taken without a meeting if all Directors then in office consent to the action in writing and the written consents are filed with the records of The Mobility Factory. Such consent shall be treated as a vote of the Board for all purposes.

  9. COMMITTEES.

    • 9.1. The Board may establish committees for advisory purposes or it may delegate some or all of its powers except those which it is prohibited from delegating by the law, the Articles, or the Bylaws.
    • 9.2. Except as the Board may otherwise determine, any such committee may make rules for the conduct of its business.
    • 9.3. All acts and proceedings of any committee must be fully and promptly reported to the Board of Directors.

ARTICLE VII: OFFICERS

  1. ELECTED OFFICERS. The Officers of The Mobility Factory shall be the Chair of the Board, CEO, Treasurer, Secretary, CTO and such other Officers as the Board may determine from time to time. The Board shall elect Officers annually at the first Board meeting following the Annual General Assembly or special meeting held in place there of.

    • 1.1. One person may hold any number of offices, except the Chairman and Secretary shall not be the same person.

  2. DELEGATION OF POWERS OF OFFICERS. All roles aes officers may be delegated by The Board of Directors to one or more individuals except for the Chair of the Board. All Officers must be proficient in English.

  3. TENURE. Except as otherwise provided by law, the Articles, or the Internal Rules and Regulations, the term of office of the Officers shall be determined by the Directors. Any

Officer may resign by delivering to any Director his or her written resignation, effective upon receipt or at some later time specified.

  1. REMOVAL. The Board may remove any Officers with or without cause. If an Officer is removed for cause, he or she is entitled to reasonable notice and an opportunity to be heard by the Board.

  2. VACANCIES. If any office becomes vacant for any reason, the Board may elect a successor or successors, who shall hold office for the unexpired term, except as otherwise provided by law, the Articles, of the Internal Rules and Regulations.

  3. CEO. The CEO shall be the chief executive officer of The Mobility Factory and, subject to the supervision and direction of the Board, shall have administrative authority and responsibility for the operations of The Mobility Factory. The CEO shall have such other duties and powers as the Board shall determine from time to time.

  4. TREASURER. Subject to the supervision and direction of the Board, the Treasurer shall keep or cause to be kept accurate books of account for The Mobility Factor, which shall be the property of The Mobility Factory.

  5. SECRETARY. The Secretary shall keep at his or her office or at the principal office of The Mobility Factory those documents described in Article I Section 5 of of the Internal Rules and Regulations and such other documents as the Board shall determine, and shall have such other duties and powers as determined by the Board. In the absence of the Secretary at a meeting, a temporary secretary designated by the person presiding at such meeting shall perform the duties of the Secretary.

  6. CTO. The CTO shall be the chief technical officer of The Mobility Factory and shall have administrative authority and responsibility for the all technical operations of The Mobility Factory.

ARTICLE VIII: COMPLAINTS, DISPUTES, AND CONFLICTS OF INTERESTS

  1. CONFLICTS OF INTERESTS

    • 1.1. DISCLOSE. Anyone serving a role in The Mobility Factory to which legal responsibilities attach (members of the Board of Directors, Officers, Employees, and any other such person) must disclose when financial or personal interests may appear to be inconsistent with the interests of The Mobility Factory.

    • 1.2. ABSTAIN. Anyone serving a role in The Mobility Factory to which legal responsibilities attach (members of the board of directors, officers, employees, and any other such person) must abstain from conducting tasks (such as voting, transactions, approvals, etc.), which may appear to involve personal or financial interests inconsistent with the interests of The Mobility Factory.

    • 1.3. THE BOARD OF DIRECTORS. It is the obligation of the Board of Directors to address and articulate policies and practices to secure that conflicts of interest will not compromise the decision-making process, hamper open and candid discussions, and prevent anyone in acting in the best interests of The Mobility Factory.

    • 1.4. MEMBERS. The Members of The Mobility Factory are by definition multiple stakeholders: owners, clients, investors as well as possibly suppliers and lenders. All Members must consciously address these interests and make sure that their involvement is consistent with the overall interests of the Mobility Factory.

  2. COMPLAINTS AND APPEALS.

    • 2.1.COMPLAINTS.
      • 2.1.1. Complaints are to be directed to the to the authority (CEO, The Board of Directors, or The General Assembly), whose powers are closest related to the issue in question.
      • 2.1.2. All parties have a right to be heard in written or oral form.
    • 2.2.APPEALS. Decisions on complaints can be appealed to the next authority above the deciding person or organ. Decisions on appeals are considered final except in extraordinary cases as described in Article V Section 5.8 of these Internal Rules and Regulations.

  3. DISPUTES. - 3.1.1. ARBITRATOR. In the event of a dispute between The Mobility Factory or its Board of Directors and a Member of The Mobility Factory or a former Member, such dispute shall be referred to an independent arbitrator whose appointment is acceptable to both parties to the dispute or in the absence of agreement to be nominated by the President of REESCoop. The decision of such an arbitrator shall be binding.

ARTICLE IX COMMUNICATION

  1. COMMUNICATION.

    • 1.1. Frequent, accurate, open, and respectful communication is obligatory for all parties engaged with The Mobility Factory.
    • 1.2. It is the responsibility of The Board of Directors to set up easy and accessible policies and practices of both internal and external communication, especially in relation to the communication between the CEO and the Board and between the Board and the Members.

  2. TRANSPARENCY. The Board of Directors is responsible for developing strong transparency policies and practices.

    • 2.1. Until such policies and practices are implemented, The Board of Directors is responsible for transparency in regard to all relevant documents and information either in paper, in cloud software, or as available by request.

  3. INVOLVEMENT OF MEMBERS. Being a cross-national organization, The Mobility Factory shall be committed to bridging the distances and differences between its Members in order to maintain their involvement.

    • 3.1. It is the responsibility of The Board of Directors to articulate and implement policies and practices aimed at stimulating Member involvement.

ARTICLE X: INDEMNIFICATION

  1. INDEMNIFICATION. The Mobility Factory shall indemnify and hold harmless each person who serves or has served in the past as an Officer or Director of The Mobility Factory or in any capacity with respect to an employee benefit plan of The Mobility Factory, against all liabilities and expenses incurred by him or her in connection with the defense or disposition of any action, suit, or other proceeding (whether civil or criminal) in which he or she may be involved, while in office or thereafter, by reason of having been such an Officer or Director; except with respect to any matter as to which he or she shall have been adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of The Mobility Factory, or with respect to any matter as to which he or she shall agree or be ordered by any court of competent jurisdiction to make payment to The Mobility Factory. This indemnification shall be in addition to any other right which any such person may have or obtain and shall inure to the benefit of the heirs of any such person.

  2. INSURANCE. The Mobility Factory may purchase insurance to cover any liability or expense reasonably incurred by employees, Members, Officers, or Directors by reason or their having acted in such positions.

ARTICLE XI: OPERATING RULES

  1. POLICIES. Written rules, separate from these Internal Rules and Regulations, may be established by the Members or by the Board. These Policies may be added to, amended, or repealed at any meeting of the Members or the Board. The Policies shall be binding on all Members, Shareholders, and Directors, unless inconsistent with the law, the Articles, the Internal Rules and Regulations, shareholder agreements, or other applicable written agreements. A current copy of the Policies shall be maintained by the Secretary, and a copy shall be available to any Member or Shareholder requesting a copy.

ARTICLE XII: AMENDMENTS

  1. AMENDMENTS. The Internal Rules and Regulations can be amended by the Board of Directors, but must be approved by the General Assembly.1

ARTICLE XIII: GENERAL PROVISION

  1. GENERAL PROVISION. If any of the provisions of these Internal Rules and Regulations should violate compelling legal stipulations or The Articles of Association that Section or Article shall be regarded as not having been written, so that the validity of the remaining Articles shall be unaffected.
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