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Secure Web Addressability Network (SWAN) - Legal Entity

Status: Draft for initial comment

Introduction

SWAN needs a governance structure to ensure that it will remain a decentralized, democratic utility for the benefit of all, managed for the common good.

It is recognized that SWAN is created to independently protect, preserve, and safely manage a scarce resource (user’s private identity) and to ensure that a limited resource, a common pool of user identifiers, is to be managed in the community and public interest for the benefit of consumers.

Consumers need to maintain control over their identity and to that end SWAN aims to separate identity from a system for managing a common pool of pseudonymous identifiers and preferences that can be used to provide end users with relevant, timely, and useful content while protecting consumer identity and privacy.

The below provides a skeleton framework for the constitution and membership rules for the SWAN administration entity (hereafter “SWANCo”) in which SWAN Operators and established trade bodies will be members.

This document should be read in conjunction with the privacy focused Model Terms and their explainer which are intended to become assets of SWANCo.

Company Purpose

SWANCo is a not-for-profit company limited by guarantee, the scope of which is:

  • To set the rules for SWAN Operators to ensure that the SWAN Network is managed for the common good.

  • To authorize versions of the open-source code to be run by SWAN Operators.

  • To develop template “model clauses” to be included in all SWAN Operator client contracts which are objectively fair, reasonable, protective of end user interests and comply with applicable privacy and other legislation that applies from time to time .

  • To administer the complaints and dispute resolution process among SWAN Operators.

Decision-Making

  • The board of directors (the “Board”) shall be made up of one representative from each member of SWANCo.

  • An executive board of non-statutory directors will manage the day-to-day running of the Company. The executive board shall be appointed by the Board.

  • Certain Reserved Matters shall require a decision of the Board, by simple majority.

  • Certain Super Reserved Matters shall require a unanimous decision of the Board.

  • There shall be a Chairperson. Should there be a tied vote in respect of a Board Reserved Matter, the Chairperson shall have a casting vote.

  • A meeting of the Board shall be quorate provided that there are a majority of the directors present. If a quorum is not achieved, there shall be a process to reconvene the Board meeting.

  • Where a director states a conflict of interest in relation to a matter, the directors may waive that conflict by a unanimous vote of all directors not subject to the conflict.

  • Board decisions can be taken by written resolution as well as following meetings of the Board.

Appointment of Board

  • Each SWAN member shall choose a representative to sit on the Board. A representative can represent only a single SWAN member.

  • The Board shall elect the Chairperson by ordinary majority vote.

  • The Chairperson shall be elected annually.

  • The Board will consist of a minimum of five representatives.

Membership Requirements

  • SWAN Operators must be members of the SWANCo.

  • Established Trade bodies that include Swan objectives within their purposes and that incidentally represent many SWAN Ecosystem participants may be members.

  • Where an entity applies to become a SWAN Operator, all existing members will have a vote to approve their entry into membership (by ordinary majority).

  • SWAN Operators shall be granted a licence to use the SWAN logo while operating the SWAN technology system and using its know-how and source code. The SWAN Operators must run the SWAN Network in accordance with the licence terms.

  • SWANCo will have no other members beyond the SWAN Operators and trade bodies.

  • SWAN members will pay a membership fee on a cost recovery basis and in all events not to increase more than 3% per year or RPI, whichever is the higher.

  • SWAN Operators must meet certain required qualitative criteria in relation to their ability to operate manage and maintain the SWAN Network: which is not limited to the following;

    • to provide effective distribution, marketing, and sales capability, in particular, but not limited to, operational capacity, latency not to exceed 200ms as measured by 95th percentile;

    • security,

    • quality of service, and

    • end user privacy protections. as well as qualitative criterial concerning their operational systems and processes as professional marketing and sales organisations

The Board will publish and review these criteria on an annual basis.

  • In order to ensure the integrity of the SWAN Network, the independence of SWAN Operators, and to prevent member conflicts of interest, no SWAN Operator subsidiary or affiliate thereof may gain access to SWAN data via any method other than as necessary to be a SWAN Operator. (i.e. a participant in the OpenRTB auction would not be eligible to be a SWAN Operator)

  • Each Swan Operator shall be required to certify that it has no Conflicts of Interest, as defined by the Board, and any issues over Conflicts of Interest will be dealt with by independent and binding arbitration in accordance with the Dispute Resolution processes.

  • Under no circumstances whatsoever may a SWAN Operator store SWAN Data or use SWAN Data for any purpose other than to operate the SWAN Network.

  • SWAN Operators must comply with the membership rules, which shall be set by the Board. These shall include a requirement that the SWAN Operators upgrade the SWAN software being used to the latest version confirmed by SWANCo within 90 days of confirmation.

  • SWAN Operators must comply with applicable data protection legislation and security requirements, including meeting ISO 27001 standards.

  • In order to ensure the integrity of the SWAN network, there is expected to be a natural limit on the number of SWAN Operators of the SWANCo, being a product of system functionality and speed of use.

  • SWAN Operators must ensure they comply with monitoring of performance and quality of service metrics and pass an annual audit. The audit will consider whether they comply with the membership rules, the law, and security requirements. If a member fails an audit, they shall have 90 days to remedy any non-compliance, or their membership shall be terminated, and they shall be removed from the SWAN network.

  • In the light of the current state of technological development and bearing in mind the need to achieve a collective and communal high quality and low latency user interface load speed, the minimum number of nodes a SWAN Operator shall operate shall be 5. The maximum total number of nodes in the SWAN network shall be 100 (subject to annual review and potentially revision over time).

  • Once the technical maximum is met, applications from new potential operators shall be considered in the order received as and when other SWAN Operators terminate their membership.

Termination of Membership

  • SWAN Operators may choose to terminate their membership by giving notice to the SWANCo. There shall be a process to ensure the integrity of the SWAN network is maintained.

  • SWAN Operators’ membership may be terminated by the SWANCo due to breach of the membership requirements, and failure to remedy the breach within a prescribed period following notice from the SWANCo (pursuant to an agreed escalation procedure).

Dispute Resolution

  • In the event of a dispute between members, there will be an arbitration process overseen by the Board.

  • In the event of a dispute between a member and the SWANCo, there will be an independent arbitration process.

  • In the event of a Conflict of Interest, there will be an independent arbitration process.

  • In the event a complaint about a SWAN Operator is made to the SWANCo, there will be an agreed escalation procedure through which to address the complaint, overseen by the executive board. This will include a set timeframe for the SWAN Operator to remedy any breach of the SWAN membership rules.

Company Formation

  • A UK Community Interest Company limited by guarantee may be the most appropriate corporate vehicle for the SWANCo.

  • SWANCo will need to be incorporated and the rules defined prior to the operation of the SWAN network.

  • To date, the SWANCo conceptual organization has relied on goodwill for support. When funding has been required 51Degrees.mobi Limited (51D), a SWAN.community founder, have provided this funding at risk. SWANCo will have an initial debt to 51D for this investment of no more than £100,000.

  • Seed capital will be needed to form SWANCo before members can join. This might take the form of a “crowd funder” project for the AdTech ecosystem. During the announcement period this will need to be agreed.

  • If there are insufficient members at inception to form a Board then an interim Board will be required. The Interim Board will resign when sufficient members are available to form a Board.