Articles of association of Sandbox

Preamble

We trust each other to be vulnerable and authentic. We give our energy and time. We openly share to inspire and empower each other. We pay it forward to help one another reach our dreams. We make magic by uniting art and science. We engineer serendipity by curating beauty and purpose. We redefine home as the people we can't live without. We redefine work with new modes and tools for collaboration. We embrace diversity of origin, disciplines, and thought. We question ourselves and the world to address the fundamental challenges of our time. We accelerate change by unlocking human potential.

Sandbox aims to address the fundamental challenges of our time by offering changemakers transformative experiences and a like-minded community that enables them to develop their best selves.

Sandbox aims to give new members a better chance of co-creating the world they inherited.

§ 1 Name and domicile

An association as defined by Art. 60 ff. ZGB has been established under the name “Sandbox”. Its registered office is in Lausanne. The association shall be independent in terms of politics and religion.

§ 2 Objective and purpose

1. The association’s purpose is to address the fundamental challenges of our time by offering changemakers all around the world transformative experiences and a like-minded community that enables them to develop their best selves.
2. Transformative events include inspiring conversations, informal dinners, city tours, webinars, weekend getaways, multi-day retreats, unconferences, global summits and more. Typically, the key elements of the core Sandbox experience are a) a series of local dinners, b) online gatherings, and c) a local retreat and d) a global summit. These events cater to members’ quest for self-improvement on both personal and professional axes.
3. Members are given access to like-minded community via curated online and off-line spaces. intentionally-designed access to inspiring profiles, contacts and resources allow pioneers from diverse backgrounds to develop meaningful relationships and discover resources to live fulfilling lives and lead positive change.
4. The association’s global presence helps identify the members who would benefit the most from such experiences and community resources.
5. The association operates according to the values and philosophy of transparency and openness, authentic relationships based on curiosity, audacity, generosity, playfulness and vulnerability; key elements of its brand to be protected.
6. The association’s vision is to create a global community of exceptional, passionate pioneers who inspire and empower each other to create a better world.

§ 3 Resources

1. The association shall draw on the following resources to pursue its purpose:
1. Membership contributions. The membership contributions shall be determined once a year by the general assembly.
2. Income from organizing events
3. Income from service agreements
4. Donations and grants of any kind
2. Honorary members shall be exempt from contribution payments.
3. Sponsors shall pay a membership fee that is higher than the contribution paid by active members.
4. The board of directors is responsible for implementing a system of financial aid for those members who cannot afford to pay the contributions. Members are also welcome to sponsor each other or donate more to provide a scholarship for community members unable to pay that year.
5. The financial year is consistent with the calendar year.

§ 4 Membership

1. Members shall consist of natural persons and legal entities who support the association’s purpose.
2. New members are selected on the basis of their character, values, existing achievements, and future potential. Ambassadors should seek to prioritize the diversity of new members in each class, admitting people of all genders, races, ethnicities, sexual orientations, religions, professional affiliations, education and income levels. New members begin in the community as “Fellows”. Fellows are expected to be active and engaged, regularly participating in events to become more integrated within the community.

After a period of time of their own choosing new members or Fellows can decide to shift to being a community steward. This moves new members from being a core beneficiary, learning to make the most of their admission to Sandbox to an activated member of the community committed to its longevity and mission. To date, the community has prototyped possible names for this type of member (e.g., Lifetime Member). Such members have different expectations from new members and are not expected to attend events as frequently as before. These members may elect to become Alumni at the time of their choosing which qualify them for updates shared at a different (lower) frequency.

3. Active members with voting rights shall consist of natural persons who have completed a full application before the Age of Entry, were accepted to join a local Hub and have read and signed the Sandbox code of conduct (once it has been adopted by the community). New classes should consist primarily of members who applied before the Age of Entry, while also permitting a maximum of 20% of each hub’s new class to be over the Age of Entry. This amended policy will allow for exceptional individuals and friends of the community to join, while maintaining a sufficient population of young new members.
4. The Age of Entry defines the age that a member may join Sandbox.The Age of Entry is defined as 33 years old. Potential members must submit their application to join Sandbox before they are older than the Age of Entry.
5. Sponsors may consist of natural persons or legal entities who support the association in nonmaterial and financial ways.
6. Upon proposal of the board of directors, individuals who have rendered outstanding services to the association may be awarded honorary membership without voting rights by the general assembly.
7. Applications for joining shall be addressed to the local hub ambassadors who oversee and facilitate the process of applications. Decisions on acceptance or nonacceptance are jointly made between local hub ambassadors and the board of directors to ensure a global consistency in the criteria and quality of the membership.

§ 5 Membership expiry

1. Membership shall expire
1. Upon resignation, exclusion or death in the case of natural persons.
2. Upon resignation, exclusion or dissolution in the case of legal entities.

§ 6 Membership resignation and exclusion

1. A member may resign from the community at any time. They must do so by informing the board of directors as well as their local ambassador directly. Once in effect, members shall cease to be entitled to services of the community or participate in activities, and shall no longer have the right to be represented. The full membership contribution shall be payable even if the last year is incomplete.
2. Members may be excluded from the association at any time on grounds of:
1. Infringement of values: Members are expected to uphold the values of the community as stated in the articles of association and the Sandbox code of conduct (once it has been adopted by the community) in all activities related to the community as well as in their daily lives with respect, decorum and common sense.
2. Lack of engagement:
1. Members are also expected to participate in the general assembly; failure to attend three consecutive general assemblies may result in the members' removal from the community.
2. Members are encouraged to maintain their presence through online platforms. Attendance to local events and global summits are advised in order to maintain the serendipitous encounters the community strongly believes in. Sustained lack of any engagement through local/global/online/offline events for more than one year may provide a basis for membership removal.
3. Failure to pay membership contributions: Where members fail to pay their membership contribution despite receiving reminders, the board of directors may exclude them.
3. The respective member may address an appeal against the decision to the general assembly.

§ 7 Association’s governing bodies

1. The governing bodies of the association shall consist of:
1. The general assembly
2. The board of directors
3. The auditors
4. The governance board
5. Initiative leaders
6. Working groups

§ 8 General assembly

1. The general assembly is the association’s supreme governing body. Ordinary general assemblies shall take place once a year.
2. Members shall be invited to the meeting at least four weeks in advance in conjunction with a written list of the agenda items. Invitations may be sent out by electronic mail or another transmission method.
3. Submissions to the general assembly shall be sent in by electronic mail or another transmission method to the board of directors at least 6 weeks prior to the general assembly.
4. A majority of the board of directors, or one-fifth of the members, may request the convocation of an extraordinary general assembly at any time if they state the purpose of the meeting. The meeting shall take place no later than four weeks after receipt of the request.
5. The meeting can be held virtually, by electronic form, meaning without physical attendance. The members can express their vote electronically, by the method defined by the organizing board. Decisions may be executed in writing or in electronic form and be delivered by electronic mail or another transmission method; the counterpart so executed and delivered shall be deemed to have been duly executed and validly delivered and be valid and effective for all purposes.
6. The general assembly is the association’s supreme governing body. It has the following non-withdrawable responsibilities and powers:
1. Approval of the minutes of the last general assembly
2. Approval of the annual report of the board of directors
3. Reception of the audit report and approval of the annual accounts
4. Discharge of the board of directors
5. Election of the chairperson, the remaining board of directors and the auditor.
6. Election of the governance board
7. Determination of the membership contributions
8. Approval of the annual budget
9. Taking note of the programme of activities
10. Resolution on submissions by the board and the members
11. Amendments of the articles of association
12. Decision on exclusion of members
13. Resolution on dissolution of the association and appropriation of the liquidation

Proceeds.

7. All duly convened general assemblies shall have a quorum irrespective of the number of members present.
8. The members shall pass resolutions with a relative majority of the votes cast. Abstentions and invalid votes shall not count. In the case of tied votes, the chairperson shall cast the deciding vote.
9. Amendments of the articles of association shall require the approval of a majority of the votes cast.
10. A record shall be prepared of the resolutions that have been passed.

§ 9 Board of directors

1. The board of directors is the governing body of the legal entity that represents the community. The board of directors provides oversight, accountability, and guidance to the community through the initiation of decision-making and other documentation. The board of directors is responsible for enforcing and adjudicating the rules set forth herein in these articles of association and in any additional guidelines. The board of directors is the final authority on any disputes brought to its attention by any member of the community.
2. The board of directors shall consist of either three or five members.
3. Only members who have been active members of the community for a minimum of two years are eligible to serve on the board of directors.
4. Their term in office shall amount to two years. Re-elections are possible.
5. The board of directors shall manage the association’s current affairs and represent the association externally.
6. The board of directors shall pass the regulations.
7. The board of directors may establish working groups (specialized groups).
8. The board of directors may employ or engage individuals to achieve the association’s objectives in return for appropriate compensation.
9. The board of directors has all of the powers that are not entrusted to another body by or pursuant to these articles of association.

The following positions are represented on the board:

a) Chairperson

b) Deputy chairperson

c) Treasurer

d) Secretary

Board members may hold several positions.

10. Following the end of their term, members of the Board of Directors are automatically invited to join the Council of Advisors for a two-year term, although they may refuse the invitation. Members of the Council of Advisors have no formal influence on the community beyond any other member type, however, the members remain on-call for any questions or consultations the current Board of Directors wish to share. In addition to the former board members, the Council of Advisers may also appoint up to three additional experts to the body, with the permission of the Board of Directors.

§10 Auditors

1. The general assembly shall elect a legal entity to audit the accounts and conduct a spot check audit at least once a year.
2. The auditor shall submit a report and motion to the board of directors for the attention of the general assembly.

The auditor shall be appointed for two years. Re-elections are possible.

§ 11 Governance council

1. The purpose of the governance council is to maintain a lively and vibrant community in accordance with these articles of association.
2. The governance council shall consist of a minimum of three and a maximum of seven members.
3. Their term in office shall amount to two years. Re-elections are possible.
4. In accordance with the board of directors, the responsibilities and powers of the governance board are as follows:
1. Sharing best practices globally amongst hubs, ambassadors and members.
2. Ensuring the yearly renewal of ambassadorships globally and supervising ambassador transitions.
3. Ambassador town halls. Connecting ambassadors through regular town halls.
4. Facilitating the opening of new hubs to ensure our community’s global reach.
5. In coordination with local ambassadors, review applications to ensure global standards.
6. Regularly updating the newsletter, blog, social media and other properties to ensure proper, regular, and transparent communications with community members as well as the public.
7. Coordinate the organization of an annual global summit for the community to come together.
8. Maintaining and updating a global retreat calendar taking into account all hub retreats so members can easily know where to go and when.
9. Managing inbound inquiries from potential applicants, sponsors, partners, or press.
10. Developing partnerships with other organizations to obtain benefits for community members.
11. Responding to press inquiries in a timely and appropriate manner.
12. With the approval of the board of directors the governance board may hire staff to carry out their responsibilities.
5. The governance board shall convene as often as the association’s affairs require. All members may request the convocation of a meeting, stating grounds for this request.
6. If none of the members requests an oral discussion, resolutions may be passed in writing (including email).

§ 12 Initiative Leaders

1. An initiative leader is a Sandbox member who has elected to serve the community by introducing a project, product, event or service that serves the community’s mission. Past initiatives have included a specialized retreats (e.g., a ski retreat), a bi-weekly peer-to-peer learning webinar (i.e., Sandbox SessionsSkillshare), or even the initiative to start a hub in a new place (e.g., Tbilisi).
2. Initiative leaders may elect to meet as a group to understand how to develop more initiatives for they community
3. Ambassadors are a special kind of initiative leader with specific duties (see below). Ambassadors are welcome to meet with other Ambassadors as part of an Ambassador's Council. The Ambassador's Council may meet alone or with other types of Initiative Leaders.
4. The Ambassador’s Council may elect its own Chair and Co-Chair or Deputy Chair.

§ 13 Ambassadors

1. An ambassador is an initiative leader that agrees to become the main local representative of a city, town or region with a critical number of Sandboxers residing, or imminent plans to recruit a new Sandbox cohort. Usually, the Ambassador is accompanied by a second or third co-Ambassador to form an Ambassador team of 2-3 people. The Ambassador(s) are entrusted with an area the size of a town or city and its environs.
2. If an Ambassador represents a town or city that meets the following criteria, it is considered a Hub. A hub must have:
1. a responsive Ambassador,
2. yearly recruitment and in-person recruitment events, and
3. regular virtual and in-person events for existing members.

Ambassadors may choose the location of their hub’s in-person events.

3. Hubs that meet the three criteria may be considered Healthy. If a hub is temporarily lagging on one of the above three criteria it may be considered Sleepy.
4. If a particular city or town is lacking (a) at least one responsive point person/Ambassador, (b) new recruitment for over 24 months, and (c) events for existing members for longer than 12 months, then even if it is an area with a critical mass of Sandboxers residing or passing through, it is not considered a Hub but rather an Outpost. Outposts may become Hubs and vice versa and their current status should be shared by a resident of this area at the annual General Assembly.
5. Generally, Ambassadors should strive to:
1. recruit a new cohort of members every year to maintain fresh energy within the community.
2. bridge communications between the board of directors and their local hubs. Communications may be sent out by email or another mode of transmission.
3. facilitate regular communications with their hub members with a regular (monthly) newsletter highlighting community events, members updates and any communication from the board of directors. Communications may be sent out by email or another mode of transmission.
4. facilitate event-management and engagement of existing members and future recruits in creative ways.
5. help organize at least one local hub retreat per year.
6. provide the Board of Directors and Governance Council with a yearly updated list of new hub members and up-to-date key contact information and communication preferences
7. maintain a healthy relationship with local members, global visiting members, as well as the board of directors.
8. mediate any disputes in the local community before escalating issues to the board of directors.
6. Ambassadors are recommended to follow the members they personally helped to recruit over 2-4 years and to offer members opportunities to reflect on their Sandbox experience to date (a Gratitude Ceremony). This type of event helps to illustrate what Sandbox values look like in action which serves as great inspiration for newer and less active members. It also helps to contribute to overall understanding of how many members Sandbox successfully engages over time.
7. Members of a local Hub appoint their Ambassador by majority vote.
8. Ambassadors serve one‐year terms. Re-elections are possible.

§ 14 Working groups and initiatives

1. All members have the right to organize and to introduce any kind of initiative that they believe would contribute to the community's purpose and well-being. The impacts of these initiatives may be limited to the community members or have a wider reach. Past initiatives include Box of Light, Skillshare, Fall in Love with a Sandboxer, Today & Tomorrow (Sandbox Census) and others.
2. Initiative Leaders are requested to inform the Board of Directors and Governance Council when starting a new initiative in order to discover possible synergies with other initiatives, benefit from community-wide marketing or funding (e.g., Initiative Leaders may send an email or create a new entry for their initiative in the Sandbox Notion table "Working Groups Overview."). The Board of Directors and the Goverance Council members may encourage initiative leaders to take over (and rebrand) existing dormant initiatives.
3. Initiatives are community-driven projects with variable lifespaces while Working Groups are core to the functioning of the Board of Directors and Governance Council.
4. Working groups have all the powers that are entrusted to it by the board of directors.

§ 15 Authorized signatories

1. The board of directors shall stipulate joint signatory power by two board members.

§ 16 Liability

1. The association’s assets shall be solely liable for the association’s debts. Personal liability of the members is excluded.

§ 17 Dissolution of the association

1. The dissolution of the association may be decided by resolution of a general assembly convened for this purpose. It requires a voting majority of two-thirds of the members if a minimum of half of the members are present.
2. If less than half of all members are present at the meeting, a second meeting shall be convened within a period of one month. At this meeting, the association may be dissolved by a simple majority of the members present.
3. Upon dissolution of the association, the association’s assets shall be transferred to a tax-exempt organization that pursues the same or a similar purpose. Distribution of the assets among the members is excluded.

§ 18 Entry into force

These articles of association were adopted following the Sandbox General Assembly on the 23rd of January 2023 and the ensuing vote on the proposed amendments to the by-laws:

1. Proposal to streamline virtual governance

Passed and approved: 157 validated votes for, 2 against, 18 abstain

2. Proposal to better guide expected member conduct

Withdrawn

3. Proposal to better guide hub management

Passed and approved: 132 validated votes for, 12 against, 33 abstain

4. Proposal to officially recognize Initiatives Leaders

Passed and approved: 144 validated votes for, 6 against, 27 abstain

5. Proposal to officially recognize Core Sandbox Experience

Passed and approved: 135 validated votes for, 18 against, 24 abstain 

6. Proposal to officially recognize diversity in recruitment

Passed and approved: 152 validated votes for, 14 against, 11 abstain

7. Proposal to allow up to 20% of new members to join above age of entry

Passed and approved: 140 validated votes for, 22 against, 15 abstain

8. Proposal to raise the age of entry from 30 to 33 years old

Passed and approved: 132 validated votes for, 31 against, 14 abstain

Determination of the signatory powers

Following the board meeting of 05.07.2021, it has been determined that it shall always require at least two members of the board of directors to sign legally binding documents for the association, such as financial transactions, lease and employment contracts, commercial register entry, official acts, etc. Correspondence without legal effect such as information, correspondence, invitations, etc. can also be signed by one member of the board.

Approval of the results of the vote

Following the meeting of the Board of Directors and the Governance Council on 2023.02.28, the outcome of the vote and the resulting amendments to the by-laws have been approved by the Board of Directors, with 5 votes in favor, 0 votes against and no abstained or absent.

Board of Directors