Draft Association Bylaws and Constituion


Draft Association Bylaws and Constituion

ETF Token Foundation Bylaws

Activities

The activities of the ETF Token Foundation must comply with the constitution its members have put in place. The constitution can only be changed if 2/3 or more of current token holders agree to the change.

Officers

 

The ETF Token Foundation will be managed by five officers: the Chairperson, Vice-Chairperson, Treasurer, Secretary and Vice-Secretary  The officers will be elected at the annual general meeting of the investment club by a majority vote. Officers must resign at the next annual general meeting, but can be re-elected. If an officer leaves the investment club, dies or cannot carry out his/  her duties anymore, a replacement can be chosen at the next ordinary club meeting. Other officers can be chosen to help the five main officers. These officers will hold oversee the monthly meetings and serve as oversight to the elected board of directors. There is no compensation for Club officers except for the reimbursement of approved expenses related to their duties.

                       

Board of Directors

 

The ETF Token Foundation will elect a board of directors to carry out the day-day management of the fund, organizations and activities related to maintaining, building, and improving the Foundation. The board of directors shall include but not be limited to the following compensated positions.

Chief Executive Officer

Compose whitepaper. Lay the strategic planning document for the team. And reach out to potential team members and community members to establish the initial operation. Delegate Tasks to the appropriate teams and see the pre-process through. Also emphasis on token release, planning, and engagement, and continued leadership of the community. Actively build community on social media. Establish team member contracts and compensation. Reach out to potential backing fund tokens establish relationships with other teams. Solicit high quality advisors. Manages management unit budget.

Chief Operations Officer

Known C –leveled or otherwise qualified community leader with special emphasis on blockchain experience. Assist with white paper and strategic planning document creation. Team vetting. Market Research. Contract language. Translate fund goals into list of deliverables by team. Point of contact for in house-legal. Manage Operation’s unit budget.

Chief Technology Officer

C- leveled or otherwise qualified blockchain/ fintech leader. Assist with whitepaper creation and strategic planning document. Lead web and technology teams to oversee construction of platform, web presence, actual blockchain infrastructure, assist with development of distributed ledger system, and smart contract creation. Looking for hands on leader with skills to manage the largest most important teams in the process. Develop infrastructure scalability plan. Security and back end ICO infrastructure. Will facilitate token distribution and creation of the distributed ledger technology.

Chief Financial Officer

C –leveled financial or crypto background, heavy emphasis on investment strategies. Lead in development of fund and strategy to ensure favorable gains for customers. Negotiate buy and sell fees with exchanges. Develop post-ICO fund active management strategy and delegate tasks/ compensation to financial team. Outreach to major banking institutions. Delegate accounting and cryptocurrency tax related matters.

Community Manager

Community Manager
 
In addition to the 5 compensated Board of Directors positions listed above 15 individual funds will be created to manage provide scalable funding for operational costs. The 5 board memebers and 15 units shall execute any and all matters required to run the organization.  The funding for all compensated board positions and units will be pro vided via the dues associated with each token purchase. These dues must always remain at or below 1% of monies contributed with the other 99% going into the fund this organization is established to maintain.  Current compensation is set at 0.75% of each purchase once the fund is established and half of that or 0.375% for Ethereum contributed by the initial members who contribute to the initial pool of Ethereum used to establish the first fund.


 



Chief Executive Officer 

(0.05%)

1 Person

Chief Operations Officer 

(0.05%)

1 Person

Chief Technology Officer  

(0.05%)

1 Person

Chief Financial Officer 

(0.05%)

1 Person

Community Chair

(0.025%)

1 Person

Community Unit

(0.025%)

Team

Management Unit

(0.025%)

Fund for Contract Work

Operations Unit

(0.025%)

Fund for Contract Work

Media/Advertising Unit

(0.025%)

Fund for Advertising

Network Security Unit

(0.025%)

Fund for Contract work

Blockchain Development Unit

(0.025%)

Person or Team

Technology Development Unit

(0.025%)

Fund for Contract Work

Web Unit 

(0.025%)

Person or Team

Transaction Processing Unit

(0.025%)

Fund for Transaction Processing

Financial Accounting Unit 

(0.025%)

Fund for Contract Work

Trading  Unit

(0.025%)

Team

Legal Unit 1

 (0.05%)

Person or Team

Legal Unit 2

(0.05%)

Person or Team

Auditing Unit

(0.05%)

Fund for Auditing Services

Operation Fund

(0.1%)

Fund for all miscellaneous needs

Total:

(0.75%)


 

Meetings

  • The club will hold 11 monthly meetings each year and one annual general meeting, where members can vote on all matters.
  • Dates and venues of meetings can change if the majority of members at a meeting agree to these changes. At least half of all members must be at a meeting for the decision to be valid.
  • All members will get minimum five days’ notice of meeting dates and venues.
  • A special general meeting can be called if three or more members want to discuss special items of business. The members must give a written request to the secretary, who must then give at least 21 days’ notice to all members.

membership

The ETF Foundation will have a minimum of 3, and no maximum number of members.

  • Membership is tokenized.  Each token represents a proportional share of the backing fund established by the organization and voting rights, both equal to any and all other ETF Tokens in existence. Only one token is required to become a member however a person can own an unlimited number of tokens with a corresponding increase in number of votes and percentage of the fund controlled by that individual based on the number of tokens they purchase and the total number in circulation.   
  • The foundation can refuse admission to any person without giving a reason.
  • When a new member joins the association, he/she will sign an agreement, pay the initial joining fee subscription (if applicable currently (0.75% of each membership token purchased) This will buy the member units in the club’s investments, calculated according to investment club rules and the unit value at the time of joining.
  • When a member wished to leave the fund they will receive their share in the investment club account (minus legal and brokerage fees) in full payment immediately through the ETF Token website or via their own choice to sell their membership via a 3rd party exchange..
  • Upon the death of an investment club member, their share value of the investment club holdings will be paid    to their executor (minus legal & brokerage fees) in full payment within 90-days of the investment club meeting where the death was recorded.

Treasury Reports

 

  • The Treasurer will value the investment club’s assets monthly and will report this at the next meeting. The value of investments will be based on closing prices recorded via coinmarketcap (or another reliable source of share price information).
  • The Treasurer’s monthly report will include:
  • the current value of each of the club’s investments and the combined value of all investments
  • a statement of unpaid accounts and cash in hand
  • the total value of the investment club’s assets
  • the current unit value

members’ Accounts

 

Each member will have his/her own account, showing:

  • total investments made (tokens, initial lump-sum and additional unit purchases)
  • total withdrawals made (tokens sold back to the investment club or 3rd parties)
  • total number of tokens held and current value of holding

Additional units

 

The foundation can allow members to buy additional units. Each token ever generated will have equal voting powers on all matters and will be backed by equal value to the other tokens in respect to the backing fund.

Operational Costs

 

The expenses of managing the club will be recorded in the club’s cash account. These expenses will be paid from fees and other income. The treasurer will keep a full and accurate record of all expenses to submit to the auditors annually.

Banking

  • The association may or may not wish to have a bank account. The bank the association uses will be decided on at every annual general meeting. The choice of bank can be changed by a majority vote at a special general meeting.
  • All income (earned on investments or from the sale of investments) will be paid directly into the investment club’s token wallets or bank account(s).
  • The foundation will instruct the bank not to give it an overdraft facility.

Fund Managers

 

The investment club’s fund managers will be instructed that:

  • Only named officers are authorized to buy or sell investments on behalf of the investment club.
  • No member is authorized to commit the investment club beyond the cash it holds.
  • All contributions to the investment club’s trading account must be made via Ethereum’s Ether Token, no fiat currencies will be accepted.

Amendments to bylaws

 

The rules of the investment club can be changed at any club meeting where there are enough members for a vote to            be valid. At least 2/3 of the members at the meeting must agree to the change.

Minutes

 

Minutes of investment club meetings will be kept and must be available for inspection by any member of the investment club at any reasonable time.

Disputes

 

  • Any disputes about the interpretation of these rules will be decided by the chairperson or resolved at a special general meeting.
  • Any disputes about the valuation of a member’s share in the assets of the investment club or his/her entitlement  to that share that cannot be decided in a meeting will be decided via Aragon’s community governance proposals and systems.

Tax liability

 

Members accept their proportional tax liability on the trading profits made by their percentage of the fund represented via tokens in any tax year.

 

ETF Token Constitution

Name

The name of the voluntary association is: ETF Token Foundation (The Association)

Objectives

 

The Association operates as a non-profit with all proceeds passing through directly to the members.  The association itself is not designed to make a profit but may charge fees to cover its own operation expenses including team, board member, and contractor compensation as outlined in the associations’ bylaws. The association has the following objectives:

2.1    ETF Token is the first easily accessible token fully backed by the best of blockchain. The Token is created in a 1:1 ratio with a fund controlled by the community. That fund purchases and holds a diverse collection of both established and newer blockchain projects that are deemed valuable by our community. The community will hire the day to day managers of the fund and operations. All of the Ethereum contributed by the members is transferred and held in other blockchain project’s tokens, specifically the ones that show the potential to grow in usefulness and value. The blockchain smart contracts allow that fund to be guaranteed and auditable with updated fund statistics delivered instantaneously.                                           

Legal Status

 

The Association is a body corporate with its own legal identity. It is separate from its office-bearers and members. The Association will continue to exist even if the members change. The association exists online and is governed in a digital jurisdiction for managing decentralized autonomous organizations.

income And ASSETS Of The Association

 

  • as reasonable payment for services provided to the Association by its board members or as outlined in the bylaws
  • to reimburse reasonable costs incurred on behalf of the Association

Taxation Of Association

 

The Association’s tax affairs will be dealt with according to the law of the land at the individual level, operating as a pass-through entity with each token holder paying taxes in their local jurisdiction relative to their own gains or losses.

Powers Of Association

 

The Association, acting through its Governing Board, or at a General Meeting, shall have all the powers necessary for    it to carry out its stated objectives effectively. Such powers shall include, but not be limited to, the General Investment and Administrative Powers required to run such an organization and fund.

These powers include:

  • to take or defend any legal action, and to settle any claims
  • to prudently invest funds of the Association
  • to buy, get, maintain, manage, lease, sell, or in any way deal with property and assets of the Association
  • to donate and transfer the property and assets of the Association to public benefit organizations with similar objectives
  • to borrow and use the property or assets of the Association as security for borrowing
  • to execute any act or deed in any deeds registry, mining titles or other public office
  • all the management and executive powers that the Board of Directors of a company usually has
  • all the powers and authority that the Association has in any non-decentralized, nation, or other centrally governed, parts of the world

The Governing Officers

 

  • Powers: The Governing Board will manage the Association according to what members agree in general meetings.
  • Number and portfolios: The Governing Board will have at least five members, with the following portfolios: Chairperson, Vice-Chairperson, Treasurer, Secretary and Vice-Secretary.
  • Election: All members of the Governing Board must be members of the Association. Members will elect the Governing Board at an Annual General Meeting.
  • term of office: At least half of the members on the Governing Board must retire at every Annual General Meeting. Members who have been on the Governing Board the longest, must retire first. If there are members who have served on the Governing Board for the same amount of time, the Association must vote on which member to keep on. The member who gets the most votes does not have to retire. No member can serve on the Governing Board for more than 3 years in a row without taking a break of at least 12 months in between.
  • Vacancies: If there are less than five members on the Governing Board at any time, its remaining members must appoint Association members to fill the vacancies as soon as possible. These appointments must be confirmed at the next general meeting, otherwise they will lapse.
  • Co-option: The Governing Board can ask additional non-voting members for help if it needs to.
  • Resignation, disqualification and removal: A Governing Board member can resign from office in writing. A Governing Board member will be disqualified from office if the member leaves the Association or cannot carry out his/her duties due to mental illness. A member can be removed from office if two-thirds of the remaining Governing Board members vote to do so. At least four Governing Board members must vote.
  • Delegation of powers: The Governing Board can delegate any of its powers or functions to a committee or members of the Association. This decision must be recorded in the minutes of the meeting where the decision is made. If this happens:
  • At least one Board member must serve on the committee or help the members.
  • The Governing Board must approve expenses that the committee or members will incur in advance.
  • The Governing Board can withdraw or change its instructions at any time.
  • Procedures  at meetings:
  • The Chairperson must chair all Governing Board meetings.
  • Governing Board meeting can be held face-to-face or electronically.
  • If the Chairperson is more than 15 minutes late for a Governing Board meeting, the Vice-Chairperson will chair the meeting. If both the Chairperson and Vice-Chairperson are absent, the members who are there will choose a chairperson for that meeting.
  • The Chairperson must hold a Governing Board meeting at least once a quarter and whenever two or more Governing Board members ask for a meeting in writing.
  • The quorum for a Governing Board meeting is two-thirds of serving Governing Board members.
  • If there is not a quorum at a meeting, the Governing Board cannot make any decisions, except to preserve the assets of the Association and to call a meeting of the general members.
  • Each Governing Board member at the Governing Board meeting or represented through written proxy will have one vote.
  • Matters to be decided on will be put to a vote. If there are equal votes, the Chairperson will have a casting or second vote.
  • The Secretary must keep proper minutes and attendance records of all Governing Board meetings. The chairperson for the meeting must sign the minutes. The minutes must be available for inspection or copying by any member of the Association at two days’ notice to the Secretary or Vice-Secretary.
  • If a resolution is passed and signed by all members of the Governing Board at a Governing Board meeting, the resolution will be valid.
  • The Governing Board can appoint employees if it thinks it is necessary.
  • conflicting interests: If a Governing Board member has an existing or potential conflict of interest relating to   the Association, the member must inform the Governing Board in writing. The Governing Board must record   the conflict of interest in the minutes of the Board meeting. Where there are conflicts of interest, impacted members can take part in discussions about the subject but cannot vote on related matters or use their influence to impact a vote.
  • confidentiality: All matters deemed confidential by the Governing Board must be treated as confidential. This includes information about law suits, security measures, contract negotiations and employees. If necessary, only final decisions can be disclosed to the general public.

The Board of Directors.

The board of directors shall have elections with the same frequency and at the same time as the governing officers of the club.  However no term limits are placed on Board members and they may continue to be reelected by the association for as long as the association determines by popular vote that the community desires them to remain in their positions.  This will prevent the organization from having to retrain experienced fund managers and other C-leveled employees which could reduce efficiency of the association as a whole.

membership

 

  • First and following members: The first members of the Association must sign Schedule A  of  this Constitution. The Governing Board can allow natural persons over 18 years old and legal entities to join the Association.
  • Conditions and criteria: The Governing Board will set the conditions and criteria for membership. People who apply to become members but do not meet these conditions can be refused by the Governing Board.
  • Transfer of membership: Membership is not guaranteed transferrable.
  • Register of members: The Governing Board must keep a register with the wallet addresses of all members.
  • Automatic termination of membership: If a member submits a written resignation or the Governing Board         is notified of the member’s death (or organizational member’s dissolution), membership of the Association is automatically terminated.
  • termination  by  governing  Board:  The  Governing  Board  can  pass  a  resolution  to  end  the  membership  of       any member. However, the member must be given a chance to defend himself/herself in writing or in person             at a Governing Board meeting. The termination must also be confirmed by at least two-thirds of the members present at the next General Meeting, or else it will lapse.

meetings

 

  • Annual general meetings: All Annual General Meetings (AGMs) must be held within 6 months of the association’s financial year-end. At least 21 days’ written notice must be given to all members stating the date, time, place and business of the AGM. This business must include:
  • the Chairperson’s report
  • the presentation of the Association’s Annual Financial Statements
  • the election of Governing Board members
  • the appointment of auditors
  • other appropriate matters
  • Special general meetings: The Governing Board or a third or more of all members can  call  a  Special  General Meeting. Members must receive  at  least  14  days’  written  notice  of  such  a  meeting,  stating  the  date,  time, place and business of the Special General Meeting. If a sufficient number of members ask for a Special General Meeting and the Board does not give other members notice of the meeting within 7 days, the members asking           for the meeting can give the notice themselves and can hold the meeting.
  • Powers of the general meetings: Members in a general meeting can review, approve or change any decision taken by the Governing Board. However, no such resolution can cancel out an earlier resolution taken by the Governing Board, if the earlier resolution was made according to this Constitution.
  • Procedures at general meetings:
  • The Chairperson will chair all general meetings.
  • General meetings can be held face-to-face or electronically.
  • If the Chairperson is not at the meeting within 15 minutes after it starts, the Vice-Chairperson will chair the meeting. If both the Chairperson and Vice-Chairperson are absent, the members at the meeting will choose   a chairperson for that meeting.
  • The quorum for General Meetings is one quarter of the members of the Association.
  • If a quorum is not present within 15 minutes after the meeting starts, the meeting must be moved to another date. This date must be within the next 14 days. All members must be given proper notice of the rescheduled meeting.
  • If no quorum is present at the rescheduled meeting within 15 minutes after the meeting starts, the members who are there or represented by proxy will form a quorum for that meeting.
  • Votes will be cast by a show of hands or by a ballot. A ballot vote can be demanded if one third or more of members at the meeting or represented by proxy want one.
  • Each member at the meeting or represented by proxy has one vote.
  • All votes will be decided by the majority vote, except if this constitution requires a specific number of votes.  If there are equal opposing votes, the Chairperson has a casting vote.
  • The Secretary must keep proper minutes and attendance records of  all  general  meetings.  The chairperson must sign the minutes. The minutes must be available for inspection or copying at all times by any member of the Association. A member must give two days’ notice to the Secretary or the Vice-Secretary if they want to see the minutes.

notices Of meetings

 

  • All meeting notices must be given to members in writing (personally, via post or via email) at the address the member gives
  • A meeting will still be valid even if there were members who were accidentally not notified of it taking place.
  • All members at a meetings will be deemed as having received notice of the meeting.
  • If meeting notices are posted, they will be deemed as received seven days after posting.

finances And reports

 

  • Bank account: The Governing Board can open a bank account at a registered bank in the name of the Association.
  • Financial year-end: The financial year-end of the Association will be end February.
  • Financial report: The Governing Board must make sure that proper records and books of account are kept and  fairly reflect the affairs of the Association. Within six months of the financial year-end, an independent practicing auditor registered in terms of the Auditing Profession Act must compile a financial report. This report must state    if the financial statements of the Association are consistent with its accounting records, if its accounting policies are appropriate and have been correctly applied when preparing the financial statements, and if the Association has complied with the financial requirements of this constitution.

Amendments And Dissolution

 

  • This Constitution can be changed, the name of the Association can be changed and the Association can be dissolved if at least two-thirds of the members present at a general meeting agree to do so.
  • If such changes are proposed, all members must be given at least 21 days’ notice of the meeting and of the changes to be discussed.
  • If the Association is dissolved, all debts and commitments must first be paid. Any remaining assets will then be donated to a non-profit organization that the Governing Board (or, as second choice, members at the general meeting where the dissolution is discussed) considers appropriate. This non-profit organization must have the same or similar objectives as the Association. If the Association is exempt from paying any taxes and duties, the non-profit organization can also be:
  • any similar Public Benefit Organization that has been approved
  • any institution, board or body that is exempt from tax
  • any department of state or administration in national, provincial or local government.

indemnity

 

  • Members, office-bearers and appointed delegates of the Association will be indemnified by the Association for all acts carried out in good faith on its behalf, subject to all relevant laws.
  • No member of the Association will be liable for the acts of any other member. Members are also not liable for losses, damage or expenses suffered by the Association as a result of actions necessary to carry out their duties. However, a member will be liable for such losses if they result from the member’s dishonesty or the failure to apply the care, diligence and skill required by law.

 

Schedule A

 

Schedule of First Members

Name                          Public Wallet              Date                                Signature

1





2





3





4





5





6





7





8





9





10





11





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




 
 

 

 


Schedule B

 

 

 

POWERS OF THE GOVERNING BOARD

  

The Governing Board shall conduct and manage all of the affairs of  ETF Token Foundation (Investment Club) and shall be entitled to do all matters and things not specifically required to be done at a general meeting, including ensuring that the investment club operates efficiently and in terms of its objects and attainment thereof as set out in the constitution.

  

Without limiting the rights of management, the governing Board shall have the following special powers:

  
  • to convene a meeting
  • to hold and have the custody and control of the funds and other property of
  • open and operate banking accounts either itself or by authorizing the secretary to do same in the name of                                  (investment club name) for the purpose of transacting its business.
  • to take legal action, on behalf of the Association, in any court of competent jurisdiction.
 

5          to accept or refuse applications for membership

 
  • Impose, collect and/or receive subscriptions, levies, donations, or other monies and invest or apply such monies to the advancement of the interests of the investment club
  • to cooperate or affiliate with anybody having similar interests or objects likely to further the interests of the investment club and its members
  • the Management generally be responsible for the administration of the affairs of within the framework of this constitution as may be required to be done in pursuance of the interests of good management of and for the promotion of its objects.