BYLAWS OF Open Blockchain for Asset Disposal Alliance
Incorporated under the laws of the State of Wyoming
NAME, LOCATION AND OFFICES
Section 1.1 Name.
The name of the Corporation is Open Blockchain for Asset Disposal Alliance, also doing business as OBADA Foundation.
Section 1.2 Other Offices.
The principal office of the Corporation shall be located in the State of Wyoming. The Corporation may have other offices at such place or places, within or without the State of Wyoming, as the Board of Directors may determine from time to time or as the affairs of the Corporation may require or make desirable.
PURPOSES AND PRINCIPLES
Section 2.1 Purpose.
The Corporation shall be a non-stock, non-profit Corporation organized exclusively for charitable, educational, religious and/or scientific purposes within the meaning of ### Section 501(c)(3) of the Internal Revenue Code. Specifically, the Corporation shall build and maintain an open-source blockchain protocol that enables recycling industries, manufacturers, and individuals to track and document physical assets from creation through their end-of-life. To carry out and fulfill the purposes enumerated above, the Corporation shall have the power to own, hold, use, lease and otherwise deal in and dispose of real or personal property, or any interest therein, situated in or out of the State of Wyoming and shall have the powers and authorities to further said purposes of the Corporation as enumerated in the ## ARTICLEs of Incorporation. The Corporation shall not engage in activities that are not in furtherance of those purposes.
LOCATION AND CORPORATE SEAL
Section 3.1. Principal Office of the Corporation.
The principal office of the Corporation shall be maintained at such other place or places as may be designated from time to time by the Board of Directors, where the business of the Corporation may be transacted and meetings of directors held, with the same effect as though done or held at said principal office.
PURPOSES OF GOVERNING INSTRUMENTS
Section 4.1 Non-profit Corporation.
The Corporation shall be organized and operated as a non-profit corporation under the provisions of Wyoming Corporation Law.
Section 4.2 ### Section 501(c)(3) Only.
The Corporation is a voluntary association of individuals and organizations the purposes of which, as set forth in the ## ARTICLEs of Incorporation, are exclusively within the meaning of ### Section 501(c)(3) of the Internal Revenue Code, as specified in the ## ARTICLEs of Incorporation.
Section 4.3 Governing Instruments.
The Corporation shall be governed by its ## ARTICLEs of Incorporation and these Bylaws.
BOARD OF DIRECTORS
Section 6.1 Authority and Responsibility of the Board of Directors.
(a) The supreme authority of the Corporation and the government and management of the Corporation shall be vested in the Board of Directors. All of the powers, duties, and functions of the Corporation as conferred by the ## ARTICLEs of Incorporation, these Bylaws, state statutes, common law, court decisions, or otherwise, shall be exercised, performed, or controlled by the Board of Directors.
(b) The governing body of the Corporation shall be the Board of Directors. The Board of Directors shall have supervision, control and direction over the management, affairs and property of the Corporation; shall determine its policies or changes therein; and shall actively prosecute its purposes and objectives and supervise the disbursement of its funds. The Board of Directors may adopt, by majority vote, such rules and regulations for the conduct of its business and the business of the Corporation as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to a committee and/or chief executive officer/president. Under no circumstances, however, shall any actions be taken which are inconsistent with the ## ARTICLEs of Incorporation. The fundamental purposes of the Corporation, as expressed in the ## ARTICLEs of Incorporation and these Bylaws, shall not be amended or changed.
(c) The Board of Directors shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any member, director, officer, or other private person or individual. However, any member, director, officer or other private person shall be entitled to reasonable compensation for services rendered to the Corporation. (d) The Board of Directors may, from time to time, appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of the Corporation.
Section 6.2 Regular Board 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 6.3 Election and Tenure.
` `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 6.4 Resignation.
Any director may resign at any time by giving written notice to the Board or to the President of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of the acceptance thereof as determined by the Board of Directors or the President.
Section 6.5 Removal.
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 6.6 Vacancies.
Any vacancy on the Board of Directors arising at any time and for any cause, including the authorization of an increase in the number of directors, may only be filled for the unexpired term at a meeting of the Membership by a majority vote of the Membership. Each director so elected shall hold office until the next annual meeting of the Membership.
Section 6.7 Committees of the Board of Directors.
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 6.8 Compensation.
No director of the Corporation shall receive, directly or indirectly, any salary, compensation or emolument in his/her capacity as a director, unless authorized by the affirmative vote of all of the Board of Directors. This shall not preclude the payment of a reasonable salary or compensation to a director for services rendered to the Corporation.
Section 6.9 Expenses
The Board of Directors 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.
MEETINGS OF THE BOARD OF DIRECTORS
Section 7.1 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 7.2 Annual Meeting; Notice.
The annual meeting of the Board of Directors shall be held at the principal office of the Corporation or at such other place as the Board of Directors shall determine on such day and at such time as the Board of Directors shall designate. Unless waived as described in these ## ARTICLEs of Incorporation, notice of the time and place of such annual meeting shall be given by the Secretary either personally, or by telephone, by mail, by facsimile or by telegram.
Section 7.3 Regular Meeting; 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 emailed to all directors of record at the email address shown on the corporate books, at least 10 days before the meeting. Such notice shall be deemed effective when deposited in ordinary.
Section 7.4 Special Meetings; Notice.
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 7.5 Waiver.
Attendance by a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.
Section 7.6 Quorum.
A majority of the voting directors shall constitute a quorum at a meeting of the directors. In the absence of a quorum, a majority of the directors 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 7.7 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 7.8 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 7.9 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 7.9 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 7.10 Adjournments.
A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.
WORKING GROUPS AND COMIITTEES
Section 8.1 Working Groups.
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 designated group shall have a chairperson nominated and elected by said group.
Section 8.2 Committees
Committees shall be defined and operated on an as-needed basis at the discretion of the board of directors.
Section 9.1 Number and Qualifications.
The officers of the Corporation shall consist of a President, Vice President, a Secretary and a Treasurer. The Board of Directors shall from time to time create and establish the duties of such other officers or assistant officers as it deems necessary for the efficient management of the Corporation, but the Corporation shall not be required to have at any time any officers other than a, President, Secretary and Treasurer. One person may hold more than one office, other than the offices of President and Secretary.
Section 9.2 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 9.3 Other Agents.
The Board of Directors may appoint from time to time such agents as it may deem necessary or desirable, each of whom shall hold office at the pleasure of the Board, and shall have authority and perform such duties, and shall receive such reasonable compensation, if any, as the Board of Directors may, from time to time, determine.
Section 9.4 Resignation.
Any officer may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof.
Section 9.5 Removal.
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause whenever in its judgment the best interests of the Corporation will be served thereby upon the vote of a majority of the Board of Directors.
Section 9.6 Vacancies.
A vacancy in any office arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board of Directors.
Section 9.7 President.
The President shall be a member of the Board and shall preside over all meetings of the Board of Directors. He/she may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, deeds, mortgages, contracts, checks, drafts, notes or other orders for the payment of money or other evidences of indebtedness and any other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these Bylaws, to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall also be authorized to sign any statements and reports required to be filed with state or federal officials or agencies. He/she shall have the power to appoint and remove such other assistants to the various elected offices of the Corporation as is necessary for the accomplishment of their duties. In general, he/she shall perform all duties incident to the office of President, and such other duties as may be prescribed by the Board of Directors from time to time.
Section 9.8 Vice President.
In the absence of the President or in the event of his/her death, inability, or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President of the Board or by the Board of Directors. The Vice President shall further be a member of the Board of Directors.
Section 9.9 Secretary.
The Secretary shall:
(a) keep the minutes of the meetings of the directors/-trustees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; (c) be custodian of the corporate records of Corporation;
(d) may sign or countersign all checks, drafts and orders for the payment of money; and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the president, or by the Board of Directors.
Section 9.10 Treasurer.
The Treasurer shall be the chief financial officer of the Corporation. The Treasurer shall have supervision of the corporate funds and securities, and shall work with the chief executive officer and corporate staff to ensure a full and accurate accounting of receipts and disbursements of the Corporation, and shall deposit or supervise the deposit of all monies and all valuables in the name of and to the credit of the Corporation into depositories designated by the Board of Directors. The Treasurer may sign or countersign all checks, drafts, and orders for the payment of money and may pay over or dispose of the same under the direction of the Board of Directors and may sign or countersign all notes for other obligations of indebtedness of the Corporation.
Section 9.11 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.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 10.1 Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Such authority must be in writing and may be general or confined to specific instances.
Section 10.2 Checks, Drafts, Notes, Etc.
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the officer or officers, agent or agents, of the Corporation and in such other manner as may from time to time be determined by these bylaws or by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President of the Corporation.
Section 10.3 Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 11. 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 11.2 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 11.3 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 11.4. Conflict of Interest Policy.
Each director and officer of this corporation shall comply with any policies of this corporation regarding conflicts of interest.
INDEMNIFICATION AND INSURANCE
Section 12.1 Indemnification.
In the event that any person who was or is a party to or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Corporation against expenses, including attorneys’ fees, and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit, or proceeding by reason of the fact that such person is or was a director, officer, trustee, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, employee, or agent of another Corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine or cause to be determined, in the manner provided under, or not inconsistent with, Wyoming law and, to the extent it is so determined that such indemnification shall be provided, such person may be indemnified to the fullest extent now or hereafter permitted by or not inconsistent with, Wyoming law.
Section 12.2 Indemnification Not Exclusive of Other Rights.
The indemnification provided in ### Section 12.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Certificate of Incorporation or Bylaws, or any agreement, vote of members or disinterested directors, or otherwise as to action in an official capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.
Section 12.3 Insurance.
To the extent permitted by, or not inconsistent with, Wyoming law, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, trustee or agent of another joint venture, trust or other enterprise.
The Corporation shall provide D&O (Directors and Officers) liability insurance once the network is in production.
Section 13.1 Books and Records.
The Corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
Section 13.2 Fiscal Year.
The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate.
Section 13.3 Internal Revenue Code.
All references in these Bylaws to ### Sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, or the corresponding provisions of any applicable future United States Internal Revenue law, and to all regulations issued under such ### Sections and provisions.
Section 14.1 Power to Amend ## ARTICLEs of Incorporation and Bylaws.
The ## ARTICLEs of Incorproation and Bylaws may be amended, altered, or repealed by a majority of all Board of Directors. 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 and to the board and directors by email.
TAX EXEMPT STATUS The affairs of the Corporation at all times shall be conducted in such manner as to assure its status as an organization exempt from federal income taxation under § 501(c)(3) of the Internal Revenue Code.
DISSOLUTION The organization may be dissolved only with the authorization of its Board of Directors given at a special meeting called for that purpose. 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.
ADOPTION These Bylaws for Open Blockchain for Asset Disposition Alliance attached hereto, are the current rules of operation as adopted by the Board of Directors of said Corporation.
By:Mark Schaffer Date: October 25, 2022