Charter of the VPN Guild
November 29, 2024
1. General Provisions
1.1 The VPN Guild (hereinafter referred to as “the Guild”) is a voluntary professional association of legal entities and individual entrepreneurs engaged in providing VPN services and censorship circumvention tools.
1.2 Guild is a non-profit association (union), based on voluntary membership and established to represent and protect common, including professional, interests, to achieve socially useful goals.
1.3 The Guild operates in accordance with applicable laws on non-profit organizations, this Articles of Association, and its Code of Ethics.
1.4 Full Name: VPN Guild.
1.5 The official language of these Articles of Association is English. In case of any conflict between the Articles of Association in the official language and any translation in another language, the English version shall prevail.
2. Objectives and Activities
2.1 The primary objectives of the Guild are:
To protect the rights and interests of its members.
To foster the development and improvement of the VPN services market.
To enhance the quality of VPN services provided.
To promote a favorable legal environment for VPN providers.
To counter policies that restrict VPN use by end users.
2.2. The Guild’s key activities include:
Developing and implementing VPN service quality standards.
Representing members in governmental and international organizations.
Facilitating the exchange of knowledge and information among members.
Conducting research and analytics in VPN technologies.
Raising public awareness about the importance of online privacy and security.
3. Membership
3.1 Membership in the Guild is open to legal entities and individual entrepreneurs engaged in the VPN services industry.
3.2 Admission to the Guild is based on a written application and approval by the Guild Council, provided no active member objects for justified reasons.
3.3 Members are required to:
Comply with the Articles of Association and Code of Ethics.
Participate in Guild activities.
Pay membership fees promptly.
3.4 Members are entitled to:
Participate in Guild management.
Receive information and consulting support.
Use the Guild’s branding in their activities.
3.5 Termination of membership:
The membership of a Member shall end:
By the Member, through written notice of termination.
By exclusion from the Guild following the exclusion procedure.
Immediately upon the liquidation and/or dissolution of the Member.
3.6 Members may be excluded from the Guild by the General Assembly for:
Violating the Code of Ethics.
Failing to fulfill membership obligations.
Actions causing reputational harm to the Guild.
Non-payment of fees.
4. Governance
4.1 The General Assembly of Members is the supreme decision-making body of the Guild.
4.2 The Guild Council is the standing executive body responsible for managing day-to-day operations. The Council shall be formed when the Guild membership reaches fifteen (15) members. Until this threshold is met, the General Assembly assumes the responsibilities and tasks typically delegated to the Council.
4.3. The Council is entrusted with the following tasks and decisions:
Proposing strategic directions and development plans for the Guild.
Approving new members and overseeing membership compliance with Guild rules and obligations.
Acting as the representative of the Guild in dealings with governmental bodies, international organizations, and other stakeholders.
Managing the Guild’s finances, including drafting annual budgets, approving expenses within predefined limits, and preparing financial reports for the General Assembly.
Addressing disputes among members as per the dispute resolution procedures.
Making decisions regarding day-to-day activities, contracts, and partnerships within the scope of the Guild’s objectives.
4.4. The Guild Council is elected as follows:
The General Assembly elects the Council, consisting of no fewer than three and no more than seven members.
Each Council Member serves a term of two years, with the possibility of reelection.
Candidates for the Council must be nominated by Guild Members no later than two weeks before the election.
Decisions of the Council are made by a simple majority vote.
4.5. The Chairperson of the Guild, elected by the Council, serves as the chief executive officer and is responsible for:
Presiding over Council meetings.
Ensuring the implementation of Council decisions.
Representing the Guild in official capacities.
5. Financial Activities
5.1 The Guild’s resources come from:
Membership fees.
Voluntary contributions.
Grants and commercial contracts.
Any other legitimate and lawful income.
5.2 The Guild maintains transparent financial records and reporting for all income and expenditures.
6. Decision-Making and Amendments
6.1 Decisions within the Guild are made as follows:
Amendments to the Articles of Association and decisions regarding dissolution or reorganization must be approved by the General Assembly with a qualified majority of two-thirds (2/3) of its members.
Other major decisions require approval by a simple majority of the General Assembly.
7. Dispute Resolution
7.1 Members shall prioritize amicable resolution of disputes while maintaining confidentiality and impartiality.
7.2 Dispute resolution may involve:
Direct negotiations between parties.
Mediation by the Guild Council or an independent mediator.
Arbitration by a committee of impartial Guild members.
7.3 Decisions made during arbitration are binding on all parties.
8. Final Provisions
8.1 This Articles of Association may only be amended by a qualified majority vote of the General Assembly.
8.2 Upon dissolution, the Guild’s remaining assets shall be distributed as determined by the General Assembly.