Company Constitution

1.1

Mission statement

Lighterra's mission is to write great software which changes the world.

In keeping with this mission, Lighterra aspires to be a company which enables intelligent, creative computer programmers to work in a flexible, unhindered, largely independent way, giving them respect, trust and freedom, and thereby enabling them to produce their best, most ambitious, most original and innovative work, free from short term commercial pressures as much as possible.

The company will conduct all of its activities in a manor consistent with its mission statement at all times.

2.2

Be ethical, do the right thing

The company will endeavor to honor the following general principle at all times...

Be ethical, do the right thing.

Much of the modern business world operates at the very edge of what's legal, let alone what's ethical behavior. Today, many major companies in the computing industry routinely cross the line of what's "right", abusing their product's size or position in the market via "dirty tactics" such as bundling, silently changing user settings or file associations, using closed, undocumented file formats to force lock-in on end users, excluding or refusing to interoperate with competing products, using might to influence the pricing suppliers charge to competitors and so on, all in the name of corporate interest, market positioning, "the reality of business" etc. I believe that's wrong, and it's clearly harmful to end users.

As a matter of principle, Lighterra will always act in an ethical manor, and will never abuse its products' market position to wrongly harm or disable a competitor's product or to force lock-in on end users. Lighterra will always compete in a way which is fair and above board, supporting open standards where possible and documenting proprietary file formats and network protocols to allow interoperability.

2.4

Be efficient, performance matters

The company will endeavor to honor the following general principle at all times...

Be efficient, performance matters.

Today, nothing is as valuable as people's time, yet a lot of modern software is bloated and grossly inefficient, wasting countless millions of man-hours worldwide. Many successful modern software packages use an order of magnitude more memory than they really should, and are so inefficiently written that they make even blazingly fast modern computers feel slow. I believe that's a terrible waste of human time, on a worldwide scale.

As a matter of principle, Lighterra will not release products which are grossly inefficient or bloated, and will focus on performance and efficient use of resources as a priority in all of its product development efforts.

2.6

General moral & ethical principles

The company will maintain the very highest level of moral and ethical standards, and will endeavor to honor the following principles at all times...

1. Be open and honest, tell it like it is. Never knowingly lie, deceive, mislead or employ "spin" to misrepresent a product or situation. Always be truthful and accurate in advertising and promotion. Be open and transparent about mistakes, and communicate mistakes and problems early. Never knowingly hide, omit or fail to reveal a problem. Record all financial transactions truthfully and accurately. Be open about conflicts of interest.
2. Be accountable for actions and their consequences. Acknowledge mistakes, and where possible put them right. If they cannot be put right, offer reasonable compensation in line with what the customer paid for the product or service. Take responsibility for people's experience of the company and its products.
3. Be trustworthy, respect people's privacy. Treat private customer and supplier information with care and sensitivity. Never access or disclose private information without reasonable need or grounds. Only use private information for the reason it was given to the company. Only share private information on a need-to-know basis, and with the owner's permission. Employ all reasonable methods to protect private information from unauthorized access. Do not store private customer or supplier information without need. Make it possible for people to trust the company.
4. Be dependable, do what we say we will do. Promote a "can do" attitude but don't promise what can't be delivered, or promise it sooner than is realistic. Be conservative with respect to deadlines and commitments. Aim to ensure there are no letdowns. Act with professional integrity. Make it possible for people to rely on the company.
5. Be fair and consistent. Make all decisions in a manor which is fair, reasonable, unbiased, impartial, and as consistent as possible. Be open to reviewing and revising decisions wherever possible.
6. Be respectful and polite. Treat all people with dignity and respect. Never insult or demean others. Never support prejudiced or racist attitudes. Be friendly and polite. Take the time to listen and be open to other points of view. Be responsive to questions and comments. Don't get personal – keep disputes focused on the problem, not the person. Avoid an escalation of negative comments in disputes. Stay positive and constructive, focusing on finding an acceptable solution or resolution.
7. Be anti-discriminatory and equal opportunity. Treat all people equally in all business activities, including employment decisions, selection of suppliers and interaction with customers. Never discriminate based on race, religion, gender, age, marital status, parental status or potential pregnancy, sexual orientation, political beliefs, political party membership, professional association or trade union membership, or physical or mental disability.
8. Be flexible and proactive on work/life balance. Actively encourage a healthy balance between work and personal life. Be flexible about work time commitments wherever possible. Focus on work results, not time spent working. Don't place unreasonable work-related demands on the personal time of employees. Compensate employees reasonably for overtime or "after hours" work.
9. Be moral, support human rights. Be an advocate of basic, fundamental human rights such as freedom, equality, justice, dignity and respect. Refuse to work with entities that don't honor those rights. Don't outsource to workers being exploited, underpaid or working in unacceptably poor conditions. Don't support or work with politically oppressive regimes. Don't support or work with entities who apply political or religious censorship. Don't support or work with entities who promote politically, religiously or racially extremist views.
10. Be a good global citizen, think of the big picture. Always consider the wider social, community, economic and environmental impacts of the company's actions. Ensure the company's actions, projects and products are working towards a better world, not harming it.

3.2

Powers of director(s)

Although the CEO is generally expected to make most business decisions, the director(s) have authority over the CEO and may exercise all of the powers of the company, except any powers that this constitution requires the company to exercise in a shareholders' general meeting. For example, the director(s) may issue shares, borrow money, appoint or terminate staff, and make most other business decisions within the company.

3.4

Appointment of director(s) by shareholders

The company's shareholders may appoint any individual as a director by a resolution passed in a shareholders' general meeting. The director need not be a shareholder, although it would be normal for the director to be a shareholder since one of the primary roles of a director is to represent the interests of shareholders.

3.6

Alternate director(s)

In exceptional circumstances, a director may appoint an alternate individual to exercise some or all of the director's powers in their place. This provision is only to be used as a temporary measure (eg: due to illness). A director must resign if they are unable to fulfill their responsibilities as a director on an ongoing basis.

3.8

Removal of director(s)

The company's shareholders may remove a director from office by a resolution passed in a shareholders' general meeting.

3.10

Termination of CEO

The director(s) may terminate or vary the appointment of the CEO at any time.

3.12

Remuneration of CEO

The director(s) shall determine the remuneration the CEO is to be paid. The company may also pay the CEO for traveling and other expenses incurred in conjunction with the company's business.

4.1

Share issues

The director(s) may issue shares or grant options for unissued shares in the company as they see fit, subject to the provisions below and relevant law.

4.3

Controlling interest

The director(s) may not issue shares or grant options where the action could have the effect of transferring a controlling interest in the company without first obtaining approval by a resolution passed in a shareholders' general meeting.

4.5

Share transfers

A shareholder transferring shares to another entity remains the holder of the shares until the transfer is registered with the company and the name of the entity to whom the shares are being transferred is entered into the Shareholder Register in respect of the shares being transferred.

4.7

Transfer of shares on mental incapacity

If an entity entitled to shares because of the mental incapacity of a shareholder gives the director(s) the information they reasonably require to establish the entity's entitlement to be registered as the holder of the shares, the entity may, by giving written notice to the company, elect to be registered as the holder of the shares; or by giving a completed transfer form to the company, transfer the shares to another entity.

4.9

General discretion to refuse transfers

The director(s) may refuse to register a transfer of shares in the company on any grounds the director(s) deem reasonable.

5.1

Meetings not required for single shareholder

If the company has only a single shareholder, then shareholders' general meetings are not required to pass a shareholders' resolution, and the remainder of this section does not apply.

5.3

Notice required

Notice of a shareholders' general meeting sent by post shall be taken to be given ten business days after it is posted. Notice of a meeting sent by email or other electronic means shall be taken to be given on the business day after it is sent.

5.5

Adjourned meetings

When a shareholders' general meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for one month or more.

5.7

Chairing shareholders' general meetings

The director(s) shall hold a vote of the company's shareholders to elect an individual present to chair the general meeting. The chair need not be a shareholder, nor a director, although it would be normal for the chair to be both.

5.9

Voting by proxy

A shareholder who is entitled to attend and cast a vote at a shareholders' general meeting may appoint any individual as a proxy to attend and vote in their place.

5.11

Proxy authority suspended

A proxy's authority to vote is automatically suspended while the proxy's appointing shareholder is present at the general meeting.

5.13

Number of votes

Subject to any rights or restrictions attached to specific classes of shares, at a vote in a general meeting of shareholders each member has exactly one vote for each share they hold in a full poll, and in a "show of hands" vote each member has just one vote.

5.15

Show of hands vote

A resolution put to a vote at a general meeting of shareholders shall be decided by a "show of hands" vote unless a full poll is demanded. Before the vote is taken, the chair must inform the meeting of whether any vote-by-notice votes (direct votes) have been received and how those votes will be cast. Upon a show of hands, a declaration by the chair is considered conclusive evidence of the result, provided the declaration reflects the show of hands and the vote-by-notice votes. Neither the chair nor the minutes need to record the precise number or proportion of votes in favor or against in a show of hands vote.

5.17

Passing of shareholders' resolutions

A resolution of the shareholders must be passed by a majority of the votes cast by shareholders entitled to vote on the resolution. The chair has the casting vote, if necessary, in addition to any votes they may have as a shareholder.

6.2

Circulating resolutions

The directors may pass a resolution without a directors' meeting being held if all of the directors entitled to vote on the resolution sign a document stating they are in favor of the resolution. Separate copies of a document may be used for signing by directors as long as the wording of the resolution and statement is identical in all copies. The resolution is passed when the last director signs.

6.4

Quorum

The quorum for a directors' meeting is two directors and the quorum must be present at all times during the meeting.

6.6

Directors must disclose self interests & conflicts of interest prior to vote

If a director has a material personal self interest or conflict of interest in a matter that relates to the affairs of the company, the director must fully disclose the nature and extent of that self interest prior to any vote relating to the self interest. Once disclosed, the director may still vote on the matter related to the self interest, any resolution(s) and/or transaction(s) that relate to the self interest may proceed, and the director may benefit from those even though the director has the self interest.

7.1

Indemnity

To the maximum extent permitted by law, the company will indemnify any current or former director or officer of the company, out of the property of the company, against:

1. any liability incurred by the individual acting in that capacity (except a liability for legal costs),
2. any legal costs incurred by the individual in defending or otherwise in connection with proceedings in which the individual becomes involved because of that capacity, and
3. any legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their duties as an officer of the company,

except to the extent that the individual is otherwise entitled to be indemnified, or is actually indemnified, by another entity, including without limitation a subsidiary or an insurer under any insurance policy.