OBADA Foundation Corporate Bylaws
ARTICLE I - MEMBERSHIP
Section 1. Preface.
The name of the organization is the OBADA Foundation, “the Open Blockchain for Asset Disposition Architecture”. The organization is organized in accordance with the Wyoming Nonprofit Corporation Act, as amended. The charter is located at https://docs.obada.io/charter/charter. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to work for, or otherwise support(or oppose)a candidate for public office. The organization is organized exclusively for purposes of subsequent section 501c(6) of the Internal Revenue Code. All meetings comply with all pertinent antitrust laws. This corporation shall have and maintain at all times within the State of Wyoming a registered office at such place as may be specified in the Certificate of Incorporation or subsequently designated by the Board. Notwithstanding the foregoing, this corporation’s principal place of business may be different from its registered office, and may be located from time to time at any place as may be designated by the Board of Directors of this corporation, including a place outside of the State of Wyoming, or may exist as a ‘Virtual Organization”. This corporation shall keep at its principal place of business (or in the cloud) current copies of the Certificate of Incorporation and Bylaws of this corporation, and in accordance with these Bylaws, the Secretary shall furnish copies of the Certificate of Incorporation and Bylaws to the members or directors requesting to inspect them.
Section 2. Membership.
OBADA is a membership organization. This corporation shall have three classes of membership, two of which are voting memberships: (i) Industry Stakeholders; (ii) Ecosystem Stewards; and (iii) General Participants. General Participants may vote in committees but not in the Annual meeting as described below. General Participants may also sit on the Advisory Board as described below. Only voting members are eligible for Committee chairs, Directors or Officer positions.
2.1 Industry Stakeholders. The Industry Stakeholders shall be the primary stakeholders of recycling ecosystems, consisting of commercial individuals and entities that have a direct effect on (a) recycling ecosystem(s). These entities engage in or support the production, use, sale, or standardization of all OBADA Compliant Networks, based on open source-based technologies. An Industry Stakeholder shall have voting rights, and shall contribute resources and/or pay the annual membership dues identified on Schedule A to these Bylaws (the “Membership Dues Schedule”). An Industry Stakeholder shall cease to be a member in the event of its resignation or expulsion from this corporation.
2.2 Ecosystem Stewards. The Ecosystem Stewards shall be the secondary stakeholders of recycling ecosystems, consisting of individuals and entities that have indirect interest or influence on (a) recycling ecosystem(s). These entities govern the specification, design, and operation of all OBADA Compliant Networks, based on open source-based technologies. A Stakeholder shall have voting rights, and shall contribute resources and/or pay the annual membership dues identified on Schedule A to these Bylaws (the “Membership Dues Schedule”). An Ecosystem Steward shall cease to be a member in the event of its resignation or expulsion from this corporation.
2.3 General Participants. General Participants shall be any entity or individual, including commercial and nonprofit organizations, research institutions, government entities, consulting firms or other industry or non-industry service providers that utilize or engage with any OBADA Compliant Network. General Participants shall have no voting rights. General Participants may be members of committees and may vote on committee issues. A General Participant may be required to pay for documents or services that are otherwise provided to Stakeholders or Stewards.
ARTICLE II - MEETINGS
Section 1. Annual Meeting.
An annual meeting shall be held once each calendar year to elect directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the board of directors from time to time.
Section 2. Special Meetings.
Special meetings may be requested by the President of the Board of Directors. A special meeting of members is not required to be held at a geographic location if the meeting is held utilizing the internet or other electronic communications technology in a manner under which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.
Section 3. Notice.
Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all directors of record at the address shown on the corporate books or delivered electronically, at least 10 days before the meeting. Such notice shall be deemed effective when deposited in ordinary.
Section 4. Place of Meeting.
Meetings shall be conducted virtually, through the use of any means of communication by which all directors participating may simultaneously hear each other during this meeting unless otherwise stated in the notice. A director participating in a meeting by this means shall be deemed to be present in person at the meeting. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting at the organization’s principal place of business, or any other specified and agreed upon location.
Section 5. Quorum.
A majority of the voting members shall constitute a quorum at a meeting of the members. In the absence of a quorum, a majority of the members may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled.
Section 6. Informal Action.
Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and prior notice if a consent in writing, setting forth the action so taken, is signed by the directors concerning the subject matter of the vote.
Section 7. Working Groups and Committees.
The board of directors may cause to be created any number of standing or ad hoc working groups or committees. Each group so designated shall have a charter statement defining specifically its purpose and scope. This charter shall be approved by the board of directors. Each committee shall determine its respective meeting schedule and quorum.
Each so designated group shall have a chairperson nominated and elected by said group, providing that such chairperson be either an Industry Stakeholder or an Ecosystem Steward. Any of the three classes of members are eligible for participation in a said group with full voting rights in that committee. The chairperson shall be elected for a three-year term.
Nominations for chairpersons shall be made at any duly called meeting of a said group and the elections shall be by email addressed to the Secretary of the Corporation. Those votes received within fifteen (15) days of the meeting at which the nominations were made shall be counted and the person achieving the plurality of votes shall be designated as the chairperson. Ballots not received, or received after fifteen (15) days shall be considered as a concurrence with the plurality of votes cast within the designated time period.
Four such committees are defined in these by-laws as essential:
7.1 The Technology Working Group: shall define and maintain all technical specifications related to the OBADA standard.
7.2 The Marketing Working Group: shall provide market inputs into the Technology Group and shall develop promotional opportunities for the acceptance and implementations of OBADA compliant blockchains.
7.3 The Advisory Board: shall advise the Board of Directors and the Corporate Officers on issues pertinent to the work of the Corporation. The Advisory Board shall be chaired by the President/Chairman of the Corporation.
7.4 ”Node Holders”: shall advise the Board of Directors regarding issues related to the technology or management of OBADA compliant blockchains. This committee is chaired by the Technical Working Group chairperson. As an advisory group, the Node Holders may choose to meet separately from the Technical Working Group under the moderation of the chair of the Technical Working Group who shall represent their issues and recommendations to the entire Board of Directors.
ARTICLE III - DIRECTORS
Section 1. Number of Directors.
The organization shall be managed by a Board of Directors consisting of no less than 3 nor more than 11 director(s) at large. Included in the 11 can be up to 1 to 3 directors from outside the recycling ecosystem, with or without financial interest, as long as the board majority is without financial interest. The chairpersons of each authorized committee or working group are required to be members of the board of directors.
Section 2. Election and Term of Office.
To maintain continuity during the production launch, the initial founding directors shall each serve terms of five (5) years. After this initial period, the directors shall be elected at the annual meeting. Each director shall then serve a term of three (3) years, or until a successor has been elected and qualified. Vacancies that arise between Annual Meetings where directors are elected shall be filled by the board of directors should they deem it necessary.
Section 3. Quorum.
A simple majority of directors shall constitute a quorum for a directors meeting.
Section 4. Adverse Interest.
In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote. However, the majority of the board of directors or their families cannot be directly or indirectly financially benefiting from decisions made by the board. Directors who may financially benefit from decisions on any issue should so declare. They may choose to recuse themselves though this is not mandatory.
Section 5. Regular Meeting.
The Board of Directors shall meet immediately after the election to elect its new officers, appoint new committee chairpersons and transact other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 6. Special Meeting.
Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days’ written notice by electronic means or regular mail. Minutes of the meeting shall be sent to the Board of Directors within one week after the meeting. A special meeting of members is not required to be held at a geographic location if the meeting is held utilizing the internet or other electronic communications technology in a manner under which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions and make comments.
Section 7. Procedures.
The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors unless the vote of a greater number is required by law or by these by-laws for a particular resolution. a director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
Section 8. Proxies.
In accordance with Wyoming General Corporation Law, voting by proxy will be permitted. Proxies, to be valid, must be authorized by a member of the Board of Directors in writing by email submitted to the Secretary of the Corporation.
Section 9. Informal Action.
Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
Section 10. Removal/Vacancies.
A director shall be subject to removal, with or without cause, at a meeting called for that purpose by a majority vote of the remaining directors. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 11. Committees.
To the extent permitted by law, the board of Directors may appoint from its members a committee or committees temporary or permanent, and designate the duties, powers, and authorities of such committees.
Section 12. Expenses.
The Board may authorize the advance or reimbursement of actual reasonable expenses incurred by a director or officer in carrying out his or her duties as a director or officer. Discretionary budgets for expenses may be approved against which legitimate expenses may be authorized by the corporate Treasurer. If the expenses are incurred by the Treasurer, the President/Chairman of the Corporation must approve of the transaction. All such expenses shall be presented to the Board of Directors at its next meeting.
ARTICLE IV - OFFICERS
Section 1. Number of Officers.
The officers of the organization shall be a President, a Treasurer, and a Secretary.
1.1 President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the board, the President/Chairman shall also chair the Advisory Board as defined above.
1.2 Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records or copies of records, as the official records of the organization The Secretary shall maintain the minutes of the Board of Directors’ meetings and all committee meetings.
1.3 Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.
Section 2. Election and Term of office.
Officer elections are to be held at the first and subsequent annual meetings of the Board of Directors, immediately following the annual meeting. Each officer shall serve a five (5) year term, or until a successor has been elected and qualified. Subsequent directors shall serve a three (3) year term, or until a successor has been elected and qualified.
Section 3. Removal or Vacancy.
The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.
Section 4. Executive Committee.
The officers may operate as an Executive Committee in the name of the Board of Directors during time intervals between meetings of the Board of Directors in matters of personnel or the execution of projects previously approved by the full board including financial and legal matters. Such actions shall be reported at the next meeting of the Board of Directors. The officers may add additional persons onto the Executive Committee, e.g. legal counsel, as appropriate.
ARTICLE V - Miscellaneous
Section 1. Voting.
Unless a member or director is physically present at a duly called meeting of any nature at which votes are tallied, e.g. for elections, all remote votes will be electronically sent to the Secretary of the Corporation within ten (10) days of the vote being called. In the case of a call for a verbal vote, this shall be acceptable only if the vote is unanimous and represents a consensus. In the event of dissension, a formal vote, including the provision of a ballot by email as noted above shall be instituted.
Section 2. Inspection Rights.
The right of the members to access the membership list of this corporation, or its other books and records, shall be governed by Wyoming General Corporation Law.
Section 3. Other Rights.
In addition to the rights described in these Bylaws, the members of this corporation shall have any other rights afforded voting members under Wyoming General Corporation Law.
Section 4. Conflict of Interest Policy.
Each director and officer of this corporation shall comply with any policies of this corporation regarding conflicts of interest.
Section 5. Indemnification.
To the fullest extent permitted by law: This corporation shall indemnify any Indemnified Person, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that Indemnified Person in connection with an Action. Notwithstanding the foregoing, this corporation shall indemnify any Indemnified Person seeking indemnification in connection with an Action (or part of an Action) initiated by that person only if that Action (or part of that Action) was authorized by the Board. The Corporation shall provide D&O (Directors and Officers) liability insurance once the network is in production. The Directors shall not be liable for the debts, liabilities, or obligations of this corporation.
Section 6. Dissolution.
The organization may be dissolved only with the authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made. Therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of similar or like nature to this organization, as determined by the Board of Directors.
ARTICLE VI - AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors or by a two-thirds majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten(10) days before the meeting. Changes to the bylaws shall be made public to the general membership by email.
CERTIFICATE OF SECRETARY
I, , certify that I am Secretary of OBADA, a Wyoming nonstock corporation, and that the above Bylaws, consisting of 19 pages, are the Bylaws of this corporation as adopted by unanimous written consent of the members effective as of , 2020.