Articles of Association of the
“Stichting DigiByte Foundation”

As a narrative, please consider the following comments:

 

·        Original document “Statuten van de Stichting DigiByte Foundation” is in Dutch (the official version has to be notarized and submitted in Dutch). This is a translation, which means it may have lost a certain degree of context.

·        Please provide comments with specific reference to which article etc.

·        Article 9, Advisory Board. There is no advisory board yet, but we have decided to provisional already put it in the Articles of Association.

·        In article 14, due to privacy, our personal data is withheld.

 

 

On a final note, we have put a fair bit of time and effort in composing these Articles of Association, and therefore – without being complacent of condescending - feel we are ready to submit this to you, and ask your feedback and possible suggestions. Once received and possibly processed these, we are ready to submit these to the community and ask their approval.

 

Thanks in advance for your review.

 

Chair:                                                Hans Koning.

Secretary and vice-Chair:                 Rudy Bouwman.

Treasurer:                                         Rutger Krijnen.

1. The foundation is called: Stichting DigiByte Foundation, and can also use the abbreviation DF.  

2. It is domiciled in Amsterdam.

3. The foundations is a Public Benefit Organization.

1. The foundation aims to promote and support the DigiByte Blockchain and its users, to stimulate the development and worldwide adoption of the DigiByte blockchain and the principles of decentralization in general. Development of DGB technology is a core focus point. Users and use is hereinafter referred to as “the community”.

2. The foundation will never challenge the decentralized character, and applies this in word and deed.

3. Recognizing that DigiByte - and all its activities and components - are decentralized, the foundation explicitly states that there is no influence or control on DigiByte other than the responsibilities of the foundation. There is specifically no hierarchical or dependency or relationship with the DigiByte blockchain.

4. The foundation holds no responsibility for the value of the DigiByte coin and DigiAssets, nor for the further development of the DigiByte Blockchain, DigiByte coin and DigiAssets.

5. The foundation explicitly does not aim to make a profit.

6. The foundation seeks to achieve its goal by organizing and facilitating activities in close consultation with the community and, where relevant, act as a representative in- or outside the community.

7. The foundation actively pursues the objective of contributing to:

a. Promoting awareness in the field of blockchain in general, the technology, its applications, and the DigiByte blockchain in particular.

b. The promotion of knowledge and skills in the field of blockchain in general, technology, its applications, and the DigiByte blockchain in particular.

c. Actively contribute to increasing "community empowerment".

d. Creating and maintaining a sustainable environment in which the DigiByte blockchain can operate permanently, in other words stimulating the so-called adoption.

e. Being a clear and guiding voice in the blockchain world, the so-called "thought leadership".

f. Staying as close as possible to the mission statement, as recorded on the website.

g. Bearing the costs of the community network. However, this can only take place by allocating the contributions received by the foundation for this.

h. By the provision of incentives grow the community network quantitatively and/or qualitatively.

i. Promote payments and payment concepts/technologies on the DigiByte blockchain.

j. Promote development, application and use of applications built on top of or utilizing elements of the DigiByte blockchain including but not limited to DigiAssets, Digi-ID, and document validation, verification, and storage on the DigiByte blockchain.

The goal of the DigiByte Foundation is to promote and support the DigiByte Blockchain and its users, to stimulate the development and worldwide adoption of the DigiByte blockchain and the principles of decentralization in general. Development of DGB technology is a core focus point. In our opinion this is essential to further establish and maintain a sustainable decentralized world. We arrive at this from an underlying and unwavering belief that decentralization is unstoppable.

DigiByte Foundation’s vision is to empower the community, and to decentralize the world. That means we want to facilitate and support all of DigiByte’s community and be a pilot for the blockchain community at large. Doing so makes DigiByte a catalyst in creating decentralized solutions that can be applied in the social, political and economical landscapes. The core values the DigiByte Foundation - and anyone who supports it - subscribes to are: decentralization, inclusiveness, permissionless, integrity, transparency – openness, consensus, thought leadership. Once the foundation has garnered some funds, the foundation will in conjunction with the DigiByte community, not only initiate and promote projects and community initiatives, but also promote the DigiByte ecosystem and further development by supporting the developers, business developers and marketers, with a focus on outreach, awareness, education, adoption.

The assets of the foundation will be formed by:

1. the foundation’s capital;

2. grants and donations;

3. contributions from the community;

4. heirs, legacies and donations;

5. any other bequests and benefits.

1. The board of the foundation consists of at least three members. The number of members is determined by the board unanimously with due observance of the provisions of the previous sentence.

2. The board chooses a chairman, a secretary and a treasurer from its midst.

3. Board members are appointed for a period of five years, whereby the board draws up a rotation schedule at least six months before the first term expires. Retiring board members are immediately eligible for re-election. An interim appointed board member takes the place of its predecessor on the roster and therefore does not enjoy a full term, but completes the term of his predecessor.

4. Upon the occurrence of one (or more) vacancy (s) in the board, the remaining board members will, unanimously within six months after the occurrence of the vacancy (s), provide for this by appointing one (or more) successor (s).

5. If one or more members are missing from the board for whatever reason, the remaining board members, or the only remaining board member, nevertheless still forms a legal board, subject to the provisions of Article 7 (Board allocation).

6. The members of the board receive no remuneration for their work. They are entitled to reimbursement of the costs incurred by them in the performance of their duties.

7. Persons who are employed or working for the foundation are not eligible as members of the board.

With regard to meetings, decisions and their frequency, the articles of association refer to the Rules of Procedure.

1. The board is responsible for managing the foundation.

2. The board is authorized to make board decisions, to purchase, to dispose of or to encumber property.

3. The board is not authorized to conclude agreements in which the foundation commits itself as a guarantor or joint and several debtors, asserts itself for a third party or undertakes to provide security for a debt of a third party.

The board represents the foundation judicially and extra-judicially. The authority to represent is also vested in the chairman together with the secretary, or the chairman together with the treasurer, and in their absence their board appointed deputies.

The board membership ends:

1. upon the death of a board member;

2. in the event of loss of free management of his assets (bankruptcy);

3. in the event of written resignation;

4. in the event of dismissal on the basis of Article 298 Book 2 of the Dutch Civil Code.

5. in the event of a Board member being in breach with the DigiByte Code of Conduct.

6. at the explicit request of the community, determined by the Rules of Procedure .

7. other than as determined by the Rules of Procedure.

The description of, among other things, the roles, tasks and responsibilities and the likes are described in the "Regulations of the Advisory Board of the Stichting DigiByte Foundation".

1. The financial year of the foundation is from January 1 to December 31 of the same year.

2. The accounts of the foundation are concluded at the end of each financial year. The treasurer draws up a balance sheet and a statement of income and expenditure for the financial year that has ended. These financial statements are presented to the board and the community within six months of the end of the financial year.

3. The board will audit the accounts of the foundation by an external expert or the community who reports its findings to the board.

4. The annual report is adopted by the board after it has taken cognizance of the report issued by the external expert or the community. The approved annual reports are signed by all board members.

1. The board is authorized to draw up regulations that regulate those issues that are not included in these articles of association.

2. The regulations may not conflict with the law or these articles of association.

3. The board is authorized at all times to change the regulations or to temporarily or permanently cancel them.

4. The provisions of article 11 paragraph 1 apply to the adoption, amendment and cancellation of the regulations.

1. The board is authorized to change these Articles of Association. The decision to this end must be taken unanimously in a meeting at which all board members are present or represented, without there being any vacancy on the board.

2. The change must be effected by notaries deed (notarized) under penalty of nullity.

3. If the meeting - in full representation and with unanimous vote - has decided to amend the articles of association, the board will from that moment onwards see them as adopted and already established by notarized deed.

4. The members of the board are obliged to register an authentic copy of the change, as well as the amended articles of association, at the office of the Public Foundations Register, held by the Chamber of Commerce and Industry, within whose area the foundation has its seat.

1. The board is at all times and independently authorized to dissolve the foundation. The provisions of Article 11, paragraph 1, apply to the decision to be taken for this purpose.

2. The foundation will continue to exist after its dissolution insofar as this is necessary to liquidate its assets.

3.Dissolution is done by the board.

4. The liquidators ensure that registration of the foundation is dissolved in the register referred to in Article 11, paragraph 4.

5. During the liquidation the provisions of these articles of association will remain in force as much as possible.

6. A possible positive balance from the dissolved foundation will be allocated to a Public Benefit Organization with a similar purpose.

7. After completion of the liquidation, the books and documents of the dissolved foundation will remain with the youngest liquidator for thirty years.

In all cases where neither the law nor these articles of association provide, the board decides.

 

The first board will consist of three members:

Chair:                                          Hans Koning.

Secretary and vice-Chair:              Rudy Bouwman.

Treasurer:                                    Rutger Krijnen.

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