OBADA FOUNDATION BYLAWS

ARTICLE I: NAME AND PURPOSE

Section 1. Name

The name of this organization is OBADA Foundation (“OBADA” or the “Foundation”).

Section 2. Purpose

OBADA is established as a 501(c)(6) organization under the Internal Revenue Code to:

  1. Foster the development, adoption, and implementation of a blockchain-based system to document and track the use, refurbishment, resale, reuse, recovery, disposal, and environmental outcomes of physical assets.
  2. Promote industry collaboration to establish standardized practices for the responsible management and disposition of physical assets.
  3. Encourage innovation in recycling, reuse, and repurposing technologies that reduce environmental impact.
  4. Advocate for and support policies and practices that align with the Consortium’s objectives.

ARTICLE II: MEMBERSHIP

Section 1. Eligibility

Membership in the Consortium is open to businesses, organizations, and individuals involved in or supporting the responsible management of physical assets, blockchain development, or related environmental sustainability initiatives.

Section 2. Membership Dues

Annual or one-time dues for each class of membership shall be determined by the Board of Directors and approved by the voting members.

Section 3. Termination of Membership

Membership may be terminated for failure to pay dues or for actions deemed detrimental to the objectives of the Consortium, as determined by the Board.

ARTICLE III: GOVERNANCE

Section 1. Board of Directors

  1. The Board of Directors shall oversee the strategic direction and operations of the Consortium.
  2. The Board shall consist of 3 - 11 directors elected by voting members.
  3. Directors shall serve 3-year terms, with eligibility for re-election.
  4. If Board members resign or are removed, the Board may appoint a new member to serve the remainder of the term.

Section 2. Officers

The Consortium shall have the following officers:

  1. President: Serves as the chief executive officer.
  2. Vice President: Assists the President and assumes duties in their absence.
  3. Secretary: Maintains records of meetings and organizational documentation.
  4. Treasurer: Manages financial matters.

Officers are elected by the Board and serve 3-year terms. No officer may receive compensation or salary for their capacity as an officer, unless authorized by the Board of Directors.

Section 3. Committees

The Board may establish committees to support the Consortium’s activities, such as:

  1. Standards Committee: Develops technical and operational standards for blockchain use in tracking asset outcomes.
  2. Advocacy Committee: Promotes policies supporting sustainable practices.
  3. Audit and Compliance Committee: Ensures adherence to financial and operational policies.

ARTICLE IV: MEETINGS

Section 1. Annual Meetings

An annual meeting of members shall be held to elect directors, review financial reports, and address other business.

Section 2. Special Meetings

Special meetings may be called by the President, a majority of the Board, or a petition of 10 percent of voting members.

Section 3. Quorum and Voting

  1. A quorum for member meetings shall be a majority (more than half) of voting members.
  2. Decisions shall be made by majority vote unless otherwise specified in these by-laws.
  3. Voting members may give proxies to other voting members.

ARTICLE V: FINANCIAL MANAGEMENT

Section 1. Fiscal Year

The fiscal year of the Consortium shall be Jan 1 to Dec. 31.

Section 2. Revenue and Expenses

All revenue, including membership dues and grants, shall be used to advance the objectives of the Consortium. Surplus funds shall not inure to the benefit of any member or individual.

Section 3. Financial Reporting

The Treasurer shall prepare and present an annual financial report to the members.

ARTICLE VI: INTELLECTUAL PROPERTY AND DATA

Section 1. Intellectual Property

All intellectual property developed under the auspices of the Consortium shall be governed by policies established by the Board and available to members.

ARTICLE VII: DISSOLUTION

In the event the Board of Directors votes to dissolve the Consortium, all remaining assets shall be distributed in accordance with applicable laws, consistent with the Consortium’s non-profit status under 501(c)(6).

ARTICLE VIII: AMENDMENTS

These by-laws may be amended by a two-thirds vote of the voting members at any duly convened meeting.

ARTICLE IX: MISCELLANEOUS

Section 1. Non-Discrimination

The Consortium shall not discriminate based on race, gender, religion, age, sexual orientation, gender expression, or disability in its membership, activities, or policies.

Section 2. Indemnification

The Consortium shall indemnify its directors, officers, and employees to the fullest extent permitted by law.

Section 3. Conflict of Interest

Each director and officer of the Consortium shall comply with any policies of the organization regarding conflicts of interest.

Adopted on Feb 11, 2025

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