Articles of Association v.1 (September 9 2023)

A. General

Article 1 | Name

Under the name “DeFi Collective” an association exists pursuant to Art. 60 ff. of the Swiss Civil Code (CC) (the “Association”).

Article 2 | Seat & Duration

The Association has its seat in Zug, Switzerland. The duration of the association is unlimited.

Article 3 | Purpose

The purpose of the Association is to globally support and promote decentralized finance projects (DeFi).

To achieve this purpose, the Association may source funds and harness all relevant on- and offchain means, such as the allocation of grants for liquidity bootstrapping, research, development and related activities, and the undertaking and participation in any other activities that support and promote such projects.

The Association does not strive for profit.

The Association may hold participations in other companies, and acquire, exploit, administer and dispose of tokens, real estate and intellectual property rights, establish subsidiaries and branch offices in Switzerland and abroad and carry out all acts implicated by its purpose or which may be appropriate to promote its development.

Article 4 | Bodies

The bodies of the Association are:

  1. The General Meeting (Section B)
  2. The Board (Section C)
  3. The Auditor (if any) (Section D)

B. General Meeting

Article 5 | General Meeting

The General Meeting of members is the supreme governing body of the Association. It consists of all members of the Association.

Article 6 | Powers

The General Meeting has the following powers:

  1. Election and dismissal of the members of the Board;
  2. Election of the Auditor;
  3. Acceptance of the reports of the Board, the financial statements and the budgets of the Association;
  4. Resolution about the discharge of the Board and the Auditor;
  5. Setting the membership fees (if any);
  6. Passing resolutions on the amendment of the Articles of Association;
  7. Passing resolutions on matters reserved for the General Meeting by law or in the Articles of Association; and
  8. Passing resolutions on the dissolution of the Association.

Article 7 | Convocation of the General Meeting

The ordinary General Meeting shall be held annually and is convened by decision of the Board.

An extraordinary General Meeting may be convened by resolution of the Board. Additionally, an extraordinary General Meeting must be convened by the Board if one-fifth (20%) of the members requests an extraordinary General Meeting.

The convocation must take place at least 20 days before the ordinary General Meeting and at least 5 days before an extraordinary General Meeting. The invitation must state place and time as well as the agenda, items and proposals submitted for consideration and must be forwarded by text form (incl. e-mail or any other electronic text).

No resolution can be passed regarding items, which have not been properly announced, except regarding the proposal to convene an extraordinary General Meeting or the proposal to elect an auditor. Discussions around items not followed by a resolution can be held freely and do not require to be properly announced in advance.

The General Meeting may be held physically in person, in a hybrid form or purely digital / virtual. The Board decides on the form of the General Meeting.

Article 8 | Head of the General Meeting

The General Meeting is chaired by the President of the Board or another member of the Board. If no member of the Board is present, a chairman of the day is elected by the General Meeting.

The chairman designates the secretary (may be the same person). The minutes are signed by the chairman and the secretary. The members may examine the minutes after the General Meeting.

Article 9 | Voting rights and adoption of resolutions

Each member has a number of votes as defined in Article 17.

Voting by proxy is permitted. The representative must identify and prove the proxy properly. Furthermore, the written consent of all members to a proposal is equivalent to a resolution of the General Meeting.

Unless otherwise provided by these Articles of Association or statutory law, resolutions and elections are subject to a simple majority of the members present.

During the first initial period of three years of the Association, the following resolutions require a majority of 3/4 (75%) of the members present:

  • Election and dismissal of the members of the Board;
  • Resolution on the dissolution of the Association;
  • Resolutions on the amendment of the Articles of Association.

After the first three years of the Association, the following resolutions require a majority of 2/3 (66%) of the members present:

  • Resolution on the dissolution of the Association.

Article 10 | Date of the General Meeting

The ordinary General Meeting takes place once a year, no later than six months after the end of the Association’s fiscal year.

An extraordinary General Meeting takes place whenever convened in accordance with Article 7.

Article 11 | Agenda

The agenda of the annual ordinary General Meeting includes:

  • The report of the Board about the Association’s activities in the past year;
  • The reports of the Auditor;
  • The resolution about the financial statements as well as the resolution on granting discharge of the Board and the Auditor;
  • The election of the members of the Board and the Auditor; and
  • any other items and proposals duly submitted.

The agenda of an extraordinary General Meeting includes:

  • Items and proposals submitted for consideration by the Board or the members who request(s) an extraordinary General Meeting.

C. Board

Article 12 | Board

The Association board consists of at least two (2) persons. A member of the Board does not need to be a member of the Association.

The members of the Board are elected for a term of office of one year. The term of office for each member of the Board starts at the end of the ordinary General Meeting and ends at the end of the ordinary General Meeting one year later. Re-election is possible.

The initial members of the board are elected for a term of office of two years. The term of office for each initial board member starts at the end of the founding assembly and ends at the end of the ordinary General Meeting two years later. Re-election is possible.

The Board constitutes itself, elects a president from its members and determines authorized signatories and in which capacity they are able to sign on behalf of the Association. The Board implements internal governance measures to ensure that the Association’s funds and assets are safeguarded (e.g. multi-signature wallets).

The Board meets at the request of one Board member, but at least once a year.

The Board can pass resolutions if at least half of the members of the Board are present. Board meetings are held physically in person, in a hybrid form or purely digital / virtual. Resolutions are passed with a simple majority of Board members present. Each member of the Board has one vote at the Board meeting. The president has a casting vote.

Resolutions may also be passed by way of circular resolution, unless a Board member requests an oral meeting.

Article 13 | Powers

The Board has the following powers and tasks:

  1. Preparation of the General Meeting;
  2. Execution of the resolutions of the General Meeting;
  3. Management of the ongoing operations and representing the Association to the outside world;
  4. Maintaining of the accounts and preparation of budget and annual financial statements;
  5. Management of the Association’s assets incl. treasury management, allocation of donations, grants, subsidies and similar support;
  6. Keeping the members’ register; and
  7. The Board has all other powers which are not expressly reserved by law or the Articles of Association to another governing body of the Association.

In fulfilling its tasks, the Board may consult and collaborate with members of the Association and the broader community. The Board is authorized to delegate the tasks in whole or in part. For this reason, the Board can issue organizational regulations.

Article 14 | Compensation

The Board acts on a voluntary and non salaried basis. The Board is entitled to reimbursement of effective expenses.

D. Auditor

Article 15 | Auditor

The Association must have its accounts duly audited by an auditor if two of the following values are exceeded in two consecutive financial years:

  • (i) total assets of 10 million Swiss francs,
  • (ii) turnover of 20 million Swiss francs;
  • (iii) 50 full-time employees on an annual average.

The Association must have its bookkeeping audited to a limited extent if the Board decides so or if a member of the Association who is subject to personal liability or an obligation to make additional contributions so requires.

The books of the Association are to be closed annually. In cases where auditors are elected, they are obliged to audit the annual financial statements of the Association and to report to the ordinary General Assembly about the results of their audit.

E. Membership

Article 16 | Accession

Natural persons, legal entities, and organizations can request membership of the Association per Membership application.

Membership is open to anyone who is interested in supporting the purpose of the Association as defined in Article 3. There is no right or claim to be accepted as a member of the Association.

Article 17 | Membership & voting rights

The Association has one type of membership.

Each member has one (1) vote at the General Meeting.

Article 18 | Membership application

The Board decides within due course about the admission of new members.

The decision of the Board is final and within the sole discretion of the Board. The Board does not have to provide reasons for a rejection.

Article 19 | Resignation

Members can resign their membership of the Association by notification (text form) to the Board at any time.

The membership will be terminated automatically upon:

  • a) bankruptcy or liquidation of the Association;
  • b) bankruptcy, liquidiation or similiar measure of a member;
  • c) death of a member

In the event of resignation or termination of the membership, the full membership fee remains due.

There is no claim to the Association’s assets.

Article 20 | Exclusion

A member may be excluded by resolution of the General Meeting if the member:

  • a) repeatedly or gravely violates the Association’s interests;
  • b) breaches the Articles of Association;
  • c) does not fulfill the financial obligations after two reminders; or
  • d) breaches the purpose, or vision and mission of the Association, on a case specific basis;

Every member and the Board can propose the exclusion of a member. The vote on the exclusion of a member needs a majority of 2/3 (66%) of the present members voting in favour of the exclusion.

In the case of an exclusion, the membership fee remains due.

The excluded member has no claim to the Association’s assets and no right to receive any reimbursement or compensation for any material or immaterial contributions made to the Association during its membership.

The member has the right to be heard prior to an exclusion. The member has the right to an explanation. The Board decides in which form such rights may be granted.

F. Financials

Article 21 | Membership fees and other resources

The resources of the Association consist of donations, membership fees, contributions, legacies or grants, subsidies from public authorities, yield from management of the Association’s assets, as well as any other resources authorized by law.

The introduction and amount of the membership fee is determined by the General Meeting.

Article 22 | Fiscal year of the Association

The fiscal year of the Association corresponds to the calendar year. The Board could decide for the first year an extended fiscal year of the Association.

Article 23 | Liability

Liability incurred by the Association is limited exclusively to the Association’s funds. Any personal liability of its members is expressly excluded.

G. Dissolution

Article 24 | Dissolution

Dissolution of the Association may be decided by the General Meeting in accordance with Article 9.

If the dissolution is decided, the liquidation is to be carried out by the Board, if the General Meeting does not appoint special liquidators.

Article 25 | Distribution of net assets

The net assets remaining after payment of all debts and other dues and after payment of other obligations may be distributed only according to a resolution of the General Meeting.

H. Miscellaneous

Article 26 | Valid version

A German and an English version exists of these Articles of Association. The English version shall prevail.

Article 27 | Disputes in association matters

All disputes arising out of or in connection with the Association shall be governed by Swiss law. The ordinary courts at the seat of the Association have exclusive jurisdiction.

Article 28 | Enactment

These Articles of Association were adopted at the founding meeting of 28.09.2023 and came into force on that date.

Zug, 28.09.2023 (v.1)