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: Rudy Bouwman

Secretary and vice-Chair: Lars Weber

Treasurer: Rutger Krijnen

Manager Community Service: Mike Aldy


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:                                                    Rudy Bouwman.

Secretary and vice-Chair:              Lars Weber.

Treasurer:                                           Rutger Krijnen.



ARTICLES OF ASSOCIATION DIGIBYTE FOUNDATION:



Article 1 – Name, seat and duration:

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.


Article 2 – Purpose:

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.


Article 3 – Assets:

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.


Article 4 – Governing Board:

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.


Article 5 – Board meeting and board decisions:

With regard to meetings, decisions

and their frequency, the articles of association refer to the Rules of

Procedure.


Article 6 – Administrative authority and representation:

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.


Article 7 – Board allocation:

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.


Article 8 – End of board membership:

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.


Article 9 – Advisory Board:

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”,


Article 10 – Financial year and annual documents:

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.


Article 11 – Regulations (not being Articles of Association, like

Rules of Procedure):

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.


Article 12 – Amendment of the Articles of Association:

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.


Article 13 – Dissolution and settlement:

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.


Article 14 – Final provisions:

In all cases where neither the law

nor these articles of association provide, the board decides.


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