International Association for Trusted Blockchain Applications
Association internationale sans but lucratif
In these Articles of Association, the following terms shall have the meaning attributed thereto here below:
“International Association for Trusted Blockchain Applications“, “Association” or “INATBA” shall mean the association of organisations that are engaged in the development, use and management of trusted blockchain and distributed ledger technology infrastructures and applications, as established by these Articles of Association under Belgian law.
“Academic Advisory Body” shall have the meaning attributed to it in Article 7.
“Advisory Council” shall have the meaning attributed to it in Article 13.
“Annual Meeting” shall have the meaning attributed to it in Article 12.
“Board of Directors” shall have the meaning attributed to it in Articles 10 and 11.
“Committees” shall have the meaning attributed to it in Article 17.
“Contribution” shall have the meaning attributed to it inArticle 9.
“DLT” shall mean Distributed Ledger Technologies.
“General Assembly” shall have the meaning attributed to it in Article 12.
“Governmental Advisory Body” shall have the meaning attributed to it in Article 6.
“Member” shall mean a member of the Association, as furtherdescribed in Article 3.
“Membership Category” shall have the meaning attributed to it in Articles 3 and 4.
“Membership Criteria” shall have the meaning attributed to it in Article 3(5).
“Other Association” shall have the meaning attributed to it in Article 8.
Provisions of these Articles of Association shall be referred to as “Article(s)” followed by the number of the provision(s) referred to.
ARTICLES OF ASSOCIATION
ARTICLE 1 – FORM, NAME AND REGISTERED OFFICE
- The Association is incorporated as a Belgian international non-profit association (internationale vereniging zonder winstoogmerk – IVZW, or association internationale sans but lucrative – AISBL) meaning “international non-profit association”) by the provisions of Title 3 of the Belgian Law of thetwenty-seventh of June nineteen hundred twenty-one on non-profit associations, international non-profit associations and foundations, and the Code of Companies and Associations together referred to as the “Law on Associations and Foundations”.
- The name of the international non-profit association is: “International Association for Trusted Blockchain Applications“, abbreviated “INATBA“, hereinafter referred to as “the Association”.
- The Association has its registered office in the Region Brussels Capital. The Association may change its registered office to any other location in Belgium (subject to the application of the rules on the use of languages) upon decision of the Board of Directors to be published in the Annexes to the Belgian Official Journal (Bijlagenbij het Belgisch Staatsblad / Annexes du Moniteur belge).
ARTICLE 2 – OBJECTIVE OF THE ASSOCIATION
- The objective of the Association is to enhance trust and innovation in blockchain and other distributed ledger technology through the promotion of guidelines and specifications for interoperable blockchain and other distributed ledger technology infrastructures and applications that accord with the relevant principles of EU and international law, meet the highest standards of cybersecurity, privacy, and energy efficiency, and where liability and responsibility are clearly established through transparent governance models. This objective is always pursued by the Association with a non-profit aim.
- The Association intends to achieve this objective among other things by:
- Promoting a transparent and inclusive model of governance for blockchain and other distributed ledger technology infrastructures and applications that reflects the shared interests of stakeholders from industry, start-ups and SMEs, civil society organisations and public authorities.
- Maintaining a permanent and constructive dialogue with governmental bodies and regulatory authorities (including but not limited to the financial, health and energy sector) that will contribute to the convergence ofregulatory approaches to blockchain and other distributed ledger technology globally.
- Collaborating on guidelines and specifications for trusted blockchain and other DLT infrastructures and applications that support compliance with EU and international law (including but not limited to cybersecurity, data privacy, anti-money laundering, consumer and investor protection, and network information security laws and regulations). This may include the development of information and communication technology (ICT) technical specifications.
- Coordinating common efforts undertaken by multiple stakeholders within specific activity sectors to deploy blockchain and other DLT solutions in particular applications and use-cases.
- Collaborating with governmental initiatives to make use of blockchain and other DLT infrastructures and applications for public services.
- Cooperating with other national and international innovation platforms and industry organisations that have blockchain and other DLT-related topics in their portfolio.
- Identifying and bridging global, regional, and national innovation activities on blockchain and other DLT infrastructures and applications.
- Identifying, and, where possible, attempting to resolve, in part or in whole, market obstacles for blockchain and other DLT deployment in a digital single market and global context.
- Collecting and administrating the financial resources necessary for the operation and organisation of the Association.
ARTICLE 3 – MEMBERSHIP
- The Association shall have one type of member, herein referred to as a “Member.”
- All parties that wish to become a Member shall apply for membership in accordance with the provisions ofArticle 4 of these Articles of
- The Board of Directors shall keep a register listing the names as well as the contact details of all the Members.
- Every Member shall be obliged to notify the Association of its physical and electronic contact address and any change therein to the Association in writing.
- Members must at all times fulfil the following Membership Criteria:
- have a legal personality; and
- have a registered office and a central or principal place of business; and
- share and support the objectives of the Association within the meaning of Article 2; and
- be an organisation that, in accordance with its statutory purpose or through its activities is engaged in the development or use of blockchain or other distributed ledger technology infrastructures and applications or is involved in the creation of ecosystems for blockchain and other DLT infrastructures and applications; and
- not be an organisation that participates in the Governmental Advisory Body under Article 6; and
- not be an Other Association that is eligible for a Cooperation Agreement in accordance with Article 8.
- A Member shall be represented by (one of) its statutory representative(s) or any person appointed by the Member, through a written power of attorney, to represent such a Member within the limits of that power of attorney, including the power to represent the Member at the General Assembly meetings.
- If a Member no longer meets the Membership Criteria, the Member shall be obliged to notify the Board of Directors thereof without undue delay. In case a Member does not meet the Membership Criteria, the Board of Directors may request the Member to restore meeting the Membership Criteria within a reasonable period given in such
- Each Member has one vote at the General Assembly, has the right to inspect the annual report, and has the right to convene the General Assembly in accordance with Article 12(9).
- For the purpose of setting financial Contributions, Members shall be classified according to size, financial capacity, and business purpose into five Membership Categories:
Category 1: Non-profit entities such as foundations, philanthropic organisations, civil society organisations, or academic or research institutions
Category 2: Micro-enterprises
Category 3: Small enterprises
Category 4: Medium enterprises
Category 5: Large enterprises
Categories two through five shall follow the staff headcount, turnover, and balance sheet criteria pertaining to for-profit enterprises set forth in EU Recommendation 2003/361 as updated from time to time. Category one shall follow the same general principles as adapted mutatis mutandis to the non-profit context in accordancewith the Internal Rules and Policies adopted by the Board of Directors as updated from time to time.
No special rights or obligations can be accorded to the different Membership Categories other than those granted by these Articles of Association. The process for determining and reviewing a Member’s Membership Category and financial Contribution shall be further specified in the Association’s Internal Rules and Policies (Article 11 (4)).
ARTICLE 4 – MEMBERSHIP APPLICATION AND ADMISSION
- The Members of the Association shall initially be those parties either referred to as founders in the deed of incorporation of the Association or named as Members in the Membership List annexed to the deed of incorporation, provided such parties’ membership has not been subsequently terminated in accordance with Article 5 or transitioned to a Cooperation relationship in accordance with Article 8.
- Additionally eligible for membership are legal persons who have applied to become a Member by submitting, to the Board of Directors, an application (using a form or other prescribed process developed for that purpose by the Association), indicating at least the following details:
- The applicant’s formal name, legal form, registered office, registration number in the local register of commerce and, if applicable, VAT number.
- Substantiation that the membership criteria defined in Article 3 (5) are
- An application for membership shall be addressed in writing to the Board of
- The Board of Directors shall take reasonable efforts to decide on an application and to communicate its decision to the applicant in writing within 7 working days upon receipt of the application.
- The Board of Directors shall admit the applicant if it complies with all Membership Criteria. When deciding upon such application, the Board of Directors shall apply the principles of transparency and non-discrimination. The Board of Directors shall provide any decision of non-admittance with due argumentation and inform the General Assembly on rejected applications and the reasons for such rejection.
- In the event of non-admission by the Board, the applicant may appeal the decision with the General Assembly within four weeks after the date of receipt of the decision of non- admittance through a written notice of appealaddressed to the Board of The Board of Directors will bring the appeal to the agenda of the first General Assembly meeting to follow for final decision by the General Assembly.
ARTICLE 5 – TERMINATION OF MEMBERSHIP
- The membership of a Member shall end:
- by the Member through it sending a written notice to terminate pursuant to Article 5 (2);
- by exclusion from the Association through the exclusion procedure described in Article 5 (4);
- immediately upon the liquidation and/or dissolution of the Member
- Notice to terminate the membership by the Member shall be given by registered letter addressed to the Board of Directors. The notice shall stipulate the date upon which the Member’s termination shall become effective, which date shall be no earlier than the registered date of receipt of the notice by the Board of Directors. Suchstipulation shall be without prejudice to the Association’s rights under Article 5 (5).
- Exclusion of a Member by the Association can be decided upon, and exclusion notice can be given, only by the Board of Directors of the Association, in writing, by registered letter, and only after the procedure described in Article 5 (4) has been followed. Notice of exclusion of the membership by the Association may be given:
- if a Member commits a breach of its obligations to the Association (including failure to pay its membership dues as set out in the Internal Rules and Policies) and, in the event the breach is reparable, fails to repair such breach of its obligations within a period of thirty days after the day it receives a request from the Board of Directors requiring it to do so; or
- if a Member has ceased to meet the Membership Criteria and, if restorable, does not meet them within the time period pursuant to Article 3 (7); or
- if a Member is declared insolvent or bankrupt or is granted suspension of payment by a court of competent jurisdiction; or
- if a Member or its designated representative(s) engage(s) in actions or activities which, if allowed to continue, would significantly impede the functioning of the Association, cause serious harm to its reputation,or run contrary to the Association’s objectives and intentions as set out in Article 2; or
- if the Association cannot reasonably be required to let the membership
- In case the Board of Directors has the intention to exclude a Member, it shall notify such Member thereof through written notice, and provide the reason(s) for such exclusion. With such notification the Member is invited to plead its defence against the reason(s) for exclusion at a meeting of the Board of Directors to be heldnot less than four weeks after the date of receipt of the plead. Within three weeks after the meeting the Board of Directors must inform the Member and the General Assembly of its resolution, together with the reasons therefor. In the event of a final exclusion resolution by the Board, the applicant may appeal the decision with the General Assembly within four weeks after the date of receipt of the decision of exclusion, through a written notice of appeal, addressed to the Board of Directors. The Board of Directors will bring the appeal to the agenda of the first General Assembly meeting to follow, for final decision by the General
- Irrespective of the reasons for or means of Termination under this Article, the Association shall be entitled toretain the terminated Member’s full financial Contribution for the entirety of the Association’s then-current financial year. The terminated Member shall not be entitled to a refund of any part of its already paid Contribution. Moreover, the terminated Member shall remain bound by any obligation(s) it may have assumed vis-à-vis the Association, including payment of any past due Membership Contribution and/or satisfaction of any other obligation the terminated Member may have assumed under law or contract.
ARTICLE 6 – GOVERNMENTAL ADVISORY BODY
In order to facilitate cooperation with public authorities, the Association will have a Governmental Advisory Body that serves as a voice for governments, regulators, intergovernmental organisations and standard setting bodies. The Board of Directors shall admit new members to the Governmental Advisory Body within a reasonable time after receiving writtenconfirmation that the appointed authority commits to the guiding principles of INATBA’s Charter and Vision. The Board of Directors shall develop rules of procedure for the appointment of new members to the Governmental Advisory Body. These rules shall strive to ensure a broad and balanced representation and shall be incorporated into the Association’s Internal Rules and Policies. The Governmental Advisory Body’s key role is to provide advice to the Association on issues of public policy, in particular, in matters where there may be an interaction between the Association’s activities or policies and national laws or international agreements. The Board of Directors shall keep a register listing all governmental bodies, regulators, international governmental organisations and standard setting bodies that are members of the Governmental Advisory Board.
ARTICLE 7 – ACADEMIC ADVISORY BODY
In order to facilitate cooperation with academia, the Association will have an Academic Advisory Body that serves as a voice for academic experts having recognized expertise in the themes that are of interest to the Association and its Members, as set out in Article 2. Members shall nominate Academic Experts to serve on the Academic Advisory Body by submitting the name and a summary of the qualifications of the Academic Expert to the Board of Directors. The Board of Directors shall admit new members to the Academic Advisory Body within a reasonable time after verifying that the proposed Academic Expert possesses relevant expertise in accordance with Article 2 and upon receiving written confirmation that the proposed Academic Expert commits to the guiding principles of INATBA’s Charter and Vision. The Board of Directors shall develop rules of procedure for the appointment of new members to the Academic Advisory Body. These rules shall strive to ensure a broad and balanced representation and shall be incorporated into the Association’s Internal Rules and Policies. The Academic Advisory Body’s key role is to provide advice to the Association on issues of scientific evaluation, in particular, in matters where there may be an interaction between the Association’s activities and advancements in scientific learning and thinking. The Board of Directors shall keep a register listing all Academic Experts that are members of the AcademicAdvisory Body.
ARTICLE 8 – COOPERATION WITH OTHER ASSOCIATIONS
- In order to facilitate cooperation with like-minded Other Associations whose interests and aims partially or wholly overlap with those of the Association, the Association may conclude cooperation agreements with such entities where appropriate. The specific terms of the cooperation and the period of its duration shall be set forth in a Memorandum of Understanding (MoU) to be concluded between the Association and the affiliate party and approved by resolution of the Board of Directors. The Board of Directors shall monitor the functioning of all Cooperation Agreements on an annual basis to ensure that they continue to serve the interests of the Association and its
- For purposes of these Articles, “Other Associations” shall include any entity classified as an association under the law of its place of incorporation which admits exclusively or primarily legal persons as members, irrespective of whether the entity is for-profit or non-profit and irrespective of whether it charges membership fees to its members. Excluded from this definition are civil society organisations, philanthropic organisations, and other non-profit organisations whose membership consists of exclusively or primarily natural persons.
ARTICLE 9 – FINANCIAL MEANS
- The financial means of the Association shall consist of the annual Contributions of the Members, testamentary dispositions, specific legacies, gifts, subsidies and any other legitimate and lawful income.
- Unless otherwise decided by the General Assembly, every Member shall pay a fixed annual Contribution. It shall be the only amount required to be paid by each Member unless otherwise decided by the General Assembly. The level of the Contribution shall be set by resolution of the General Assembly upon proposal by the Board of Directors and shall reflect the size and annual income of each Membership Category to allow for a representative participation of the blockchain and DLT community in INATBA’s General Assembly, including,in particular, start-ups, start-up associations, and non-profit entities.
- The level of Contribution shall be reviewed annually by the Board of Directors and shall take into account both the financial needs of the Association and the interest of its Members in the conduct of smooth, advancefinancial planning for their In particular, the level of Contribution shall be determined each year in accordance with the financial operating costs of the Association, its ongoing and planned work programmes asapproved by the Board of Directors, and the level of contribution paid by each Membership Category in prior years. By derogation from the provisions of Article 9 (3), the level of Contribution may be increased annuallyupon resolution of the Board of Directors without the need for a General Assembly resolution by a maximum of the lesser of:
- the general rate of inflation prevailing in the country of the Association’s registered place of business, as reported annually by the World Bank; or
- three percent over the previous year’s
- The General Assembly, or upon delegation by the Assembly, the Board of Directors, may waive contributions for individual Members in part or entirely to reward significant contributions to INATBA’s work, in particular, where such Members have financial constraints that would otherwise inhibit their ability to participate actively in INATBA’s
ARTICLE 10 – BOARD OF DIRECTORS (COMPOSITION)
- The Board of Directors (“Raad van Bestuur” / “Conseil d’Administration”) shall consist of natural persons appointed by the Members of the Association with a minimum of three persons and a maximum of twenty persons. The composition of the Board shall be balanced to the best extent possible and shall at all times include an equal number of Directors from each of the Membership Categories listed in Article 3(9). The Board of Directors may vote to increase the number of current Directors at any time in accordance with the growth imperatives and changing needs of the Association, provided that the minimum and maximum and the requirement of equal representation of Membership Categories is respected. By contrast, any proposed reduction in the current number of Directors must be approved by a resolution of the General
- All members of the Board of Directors must commit to perform their role in the best interests of the Association as a whole and not in the interests of the organisations that they work for or otherwise represent. When decisions by the Board of Directors potentially expose a member of the Board of Directors to a conflict ofinterest regarding, in particular but not exclusively, his or her remunerated activities or any other material interest in an organisation with which the member is affiliated, this member shall give notice to the other members of theBoard and abstain from preparing the decision(s) as well as from voting. Further provisions specifying the conflict of interest obligations of the Board of Directors may be set out in the Internal Rules and Policies.
- The Board of Directors elects from among its members a Chairperson, a Secretary and a Treasurer. In case of a vacancy in one of these three functions, the remaining members of the Board of Directors shall arrange for a replacement in an expeditious manner. From amongst its members, the Board of Directors may create otherfunctions as it deems appropriate or useful..
- The members of the Board of Directors shall be appointed by a vote of the General Assembly upon proposal of a Member of the General Assembly. A Member cannot propose more than one natural person to serve on the Board of Directors in any given vote. Members may only vote for Candidates belonging to the same Membership Category (as defined in art. 3(9)) as the Voting Member.
- Candidates to the Board of Directors shall be nominated in writing to the Board of Directors no later than three weeks before the election at which the votes will be The Board of Directors will notify the Members of such nominations no later than two weeks before the election at which the votes will be tallied. Votes may be cast electronically, in writing, or in person, in accordance with the election procedures to be set out by the Board of Directors in the Internal Rules and Policies.
- The members of the Board of Directors shall each time be appointed for a period of not more than two years, renewable for a maximum of six years in office. The members of the first Board of Directors shall set out in theInternal Rules and Policies a schedule for staggering all subsequent Board elections and the members of all subsequent Boards of Directors shall monitor this schedule to ensure that no more than 50% of the membership of the Board of Directors is up for (re)election at any given time.
- The members of the Board of Directors shall receive no remuneration for their work, unless otherwise decided by a resolution of the General Assembly. However, they may be entitled to compensation of the reasonable and documented expenses incurred by them in the exercise of their function in accordance with the Association’s travel and expense policies, unless otherwise decided by the General
- Members of the Board of Directors may at any time be dismissed by the General Assembly through a resolution passed by a simple majority of the votes cast.
- Members of the Board of Directors may resign from their functions at any time through written notice to the other members of the Board of Directors.
- A Board Director who becomes unable to fulfill the duties of the office, whether for personal or professional reasons, shall resign without undue delay once it becomes clear to the Director that the inability will persist for beyond a de minimis
- A Board Director who represents an INATBA Member which ceases to be an INATBA Member under Article 5 during the pendency of that Board Director’s elected term shall resign from the Board. The Director’s resignation shall take effect no later than the effective date of the membership termination of the INATBAMember whom the Director represents.
- In the event of the early dismissal or resignation of a member of the Board of Directors, the remaining Board members shall, without undue delay, arrange for the replacement of the Board member following the process set forth in this Article above.
ARTICLE 11 –TASKS AND COMPETENCE OF THE BOARD OF DIRECTORS
- Subject to the restrictions set forth in these Articles of Association, the Board of Directors shall be entrusted with and shall have the authority to conduct the management of the Association.
The Board of Directors shall meet at least four times per year. The Chair of the Board of Directors, or another Board member upon designation by the Chair, shall convene the quarterly meetings of the Board of Directors by providing at least four weeks written notice (including electronic notice) to all Board Members. The notice shall include a proposed agenda for the meeting. In addition, any member of the Board of Directors may call an extraordinary board meeting upon 2 weeks written notice (including electronic notice) to all other Board members, provided at least two other Board members support the motion for an extraordinary meeting. Meetings of the Board of Directors may be held in person or via remote participation such as via video or teleconferencing. The Secretary of the Board, or another person upon designation by the Secretary, shall keep written minutes of the verbal deliberations of the Board meeting and any resolutions passed therein. The minutes shall be circulated to all Board members within one week of the meeting.
- Deliberations and decisions
The Board of Directors can pass resolutions only where a quorum of least two thirds (66%) of the Directors are present (including in a videoconference or on a conference call) or otherwise validly represented in the vote as set out in the Internal Rules and Policies. Resolutions are adopted by consensus of those voting.
- Lack of quorum. In the event a resolution cannot be passed at the first Board of Directors meeting at which it is discussed due to a lack of quorum, the Resolution may be passed in a subsequent meeting of the Board of Directors with a reduced quorum of at least one-half of the Directors.
- Lack of consensus. In the event a resolution cannot be passed at the first Board of Directors meeting at which it is discussed due to a lack of consensus, the resolution may be passed in a subsequent meeting ofthe Board of Directors by a three fourths (75%) vote with an increased quorum of at least three fourths (75%)of the
- Internal Governance
The Board of Directors is qualified to take all decisions that are necessary or useful for the realisation of the purpose of INATBA. Amongst other things, the Board of Directors is qualified to:
- Prepare the policy and recommendations for the General Assembly
- Execute the policy and decisions of the General Assembly
- Implement the budget
- Prepare and present international PR activities
- Prepare the organisational structures and processes
- Prepare the rules for payment of expenses and compensation of the members of the Board of Directors
- Take decisions concerning acceptance and exclusion of Members
- Ensure a successor in the case of premature withdrawal of a Director for the rest of the election period
- Issue and modify Internal Rules and Policies which further specify all key procedural matters pertinent to the effective operation of the Association, its Committees, and its Advisory Bodies and Councils.
The Board of Directors can delegate a part of its managerial powers to one or more third parties who may not be Directors. This delegation of power cannot however concern the general management of INATBA nor the general powers of the Board of Directors.
The members of the Board of Directors cannot take decisions without the approval of the General Assembly concerning purchase or sale of properties of INATBA and/or the taking out of a mortgage. These restrictions of powers cannot bind third parties, not even when made public. Acts in breach of these internal restrictions entail the internal liability of all Directors concerned.
- External representation
The Board of Directors represents INATBA as a board in every transaction it makes in and out of Court. It represents the organisation by the majority of its members.
Notwithstanding the general representative power of the Board of Directors as a board, INATBA can also berepresented by one Member of the Board of Directors acting alone. The representative bodies cannot – without fiat from the General Assembly – make legal actions concerning the representation of INATBA in the purchase or sale of immovable properties of INATBA and/or the taking out of a mortgage. These restrictions of powers cannot bind third parties, not even when made public. Acts in breach of these internal restrictions entail the internal liability of the Director concerned.
The Board of Directors or the Directors that represent INATBA can designate authorized agents of INATBA,acting by proxy. Only exceptional and limited powers for specific or a series of specific legal actions arepermitted. The authorized agents bind INATBA within the scope of their mandate, the limitations of which do bind third parties in accordance with the rules of agency.
- Publication requirements
The nomination of the members of the Board of Directors and of the persons authorized to represent INATBA and the termination of their function must be made public by means of deposit in the organisation’s file at the registry of the court of commerce, and by means of an extract of which is to be published in the Annexes to theBelgian State Gazette. From these documents it should in any case be clear whether the persons that represent INATBA, bind INATBA either each separately, collectively, or as a board as well as the scope of their powers.
- Daily Management
The Board of Directors shall be authorised to delegate parts of its daily management tasks to be performed under its supervision by Committees established by the General Assembly under Article 17 or external serviceproviders that are appointed by the Board of Directors.
ARTICLE 12 – GENERAL ASSEMBLY
- The General Assembly (“Algemene Vergadering”/ “Assemblée Générale”) is the highest- ranking body of the Association, in which all Members are represented, and shall have the powers entrusted to it by the Law on Associations and Foundations, these Articles of Association, and any Regulation or a valid resolution by the General Assembly. All tasks and powers not assigned to any other body of the Association by the Law on Associations and Foundations, these Articles of Association, or any Regulation or valid resolution by the General Assembly, shall be tasks and powers of the General Assembly.
- The Annual Meeting of the General Assembly shall be convened by the Board of Directors at least once a year, within six months after the end of each financial year. The convening notice shall state the agenda and the dateand the venue of the At least the following items will be in the agenda of the Annual Meeting:
- Annual report of activities,
- Approval of the budget of the Association for the running financial year, submitted at the proposal of the Board of Directors,
- Approval of the financial accounts for the past financial year,
- The granting of discharge to the members of the Board of Directors in respect of their management during the past financial year,
- The filling of any vacancies in the Board of Directors,
- The nomination and the appointment of the auditor, and determination of the auditor’s remuneration, and
- Determination of the Contributions for the subsequent financial year in accordance with the provisions of Article 9.
- Meetings of the General Assembly shall ordinarily be held in Brussels or in another suitable location designated by resolution of the Board of Directors at least three months in advance of the date of the Indetermining the location of the General Assembly Meeting, the Board shall have regard to the prevailinglogistical and financial considerations as relevant for both the Association and its Members.
- Meetings of the General Assembly may, if the Board so decides, be held virtually (e.g. by digital means), in which case:
- the electronic communication means must enable the Association to verify the identity and capacity of each Member, and
- Members must at least have the possibility to follow the deliberations directly, simultaneously and uninterruptedly, and cast their vote on all items that are up for vote at the General Assembly.
- If the Board organizes it, each Member may also cast its vote remotely before the General Assembly through electronic communication means, using a form drawn up by the Board, which contains at least the following information:
- the identity of the Member,
- the number of votes that it is entitled to cast, and
- for each decision to be taken by the General Assembly on the basis of the agenda, the words « yes », « no » or « abstention ». The Internal Rules and Policies shall further detail the modalities, in particular for verifying the identity and capacity of each Member.
- In-person meetings of the General Assembly may also be augmented by virtual participation options where this is both feasible and appropriate.
- Meetings of the General Assembly shall be chaired by the Chair of the Board of Directors or upon the Chair’s designation by another member of the Board. The proceedings shall be recorded in minutes by the Secretary of the Board of Directors or by another person designated by the Secretary.
- Admitted to the Annual Meeting of the General Assembly are all the Members of the Association and others invited to the meeting by the Board of Directors.
- The Extraordinary Meeting of the General Assembly is convened at the request of the at least one fifth of the Members who will notify their request by letter addressed to the Board, specifying the agenda to be addressed. The convening notice shall state the agenda and the date and the venue of the meeting.
- Ordinary and Extraordinary General Meetings are convened in writing (including by electronic means) at least two (2) weeks before the scheduled date.
- Each Member of the Association shall have one (1) vote. Any person entitled to vote may, through written power of attorney, act as a proxy for a maximum of five (5) percent of other Members entitled to Forchanges to the Articles of Associationrequiring a notary deed, each Member may moreover grant a written proxy (by letter, fax, e-mail, etc.) to a designated person (for example, the Executive Director of the Association, the external lawyer of theAssociation, or a Board Director) to represent the Member at such General Assembly before the notary, withoutlimitation in the number of Members said proxyholder may validly represent.
- Resolutions of the General Assembly can be taken either:
- in writing (including by electronic means), in which case resolutions shall be passed with the majority required by the Law on Associations and Foundations, or
- at a Meeting of the General Assembly where at least thirty percent (30%) of the Members are present orvalidly represented and shall be passed by a simple majority of the valid votes cast, except for resolutions according to Article 14(2) and Article 15(2), which shall be passed by a supermajority of two-thirds of thevalid votes If the vote is tied, the resolution shall not pass.
- The decisions of the General Assembly are recorded in minutes. A copy of the minutes of each general meeting shall be sent by any means of digital communication in the month following the general meeting to each Member.
- The Members shall be notified in writing (including by electronic means) of any changes to the Association’s Internal Rules and Policies as updated by resolution of the Board of Directors from time to time. Such notification shall be given to Members at least four weeks in advance of the coming into force of the changes. If a significant number of Members disagrees with one or more of the notified changes, such Members may make use of paragraphs 9-12 of this Article to pass a General Assembly resolution vetoing the notified changes and preventing them from coming into force.
ARTICLE 13 – ADVISORY COUNCIL
In order to support the continued growth and development of the Association and promote the fulfillment of itsObjectives, the Association may create an Advisory Council. The Board of Directors shall develop rules of procedure for the appointment of new members to the Advisory Council. These rules shall strive to ensure a broad and balanced representation and shall be incorporated into the Association’s Internal Rules and Policies. Themembers of the Advisory Council shall be natural persons of high repute having recognized expertise in the themes that are of interest to the Association and its Members, as set out in Article 2, and who are not otherwise members of the Board of Directors, the Academic Advisory Body, or the Governmental Advisory Body. They shall submit written confirmation of their commitment to the guiding principles of INATBA’s Charter and Vision. The Advisory Council’s key role is to provide advice and support to the Board of Directors and its delegated managerial functionaries on topics that are of strategic interest to the Association, including but not limited to regional, sectoral, technological, ecosystem, or other relevant topics in the blockchain and distributed ledger realm. TheBoard of Directors shall keep a register listing all persons who are members of the Advisory Council.
ARTICLE 14 –AMENDMENT OF THE ARTICLES OF ASSOCIATION
- The Articles of Association can only be amended by a resolution of the General Assembly, called for with the announcement that amendments of the Articles of Association will be proposed there.
- A resolution on an amendment to the Articles of Association shall require at least two thirds of the votes cast at a meeting, which can be a physical or virtual venue as per Articles 12(4) and 12(5), in which at least two thirds of the Members participate or are validly represented in accordance with Article 12(11). Every member of the Board of Directors shall be authorised to execute formalities required to give effect to the amendment.
- Lack of quorum. In the event a resolution on an amendment to the Articles of Association cannot be passed at the first General Assembly meeting convened to discuss the amendment due to a lack of quorum, the resolution may be passed in a subsequent meeting of the General Assembly with no quorum requirement.
ARTICLE 15 – DURATION, DISSOLUTION AND LIQUIDATION
- The Association is established for an indefinite period of time and can be dissolved at any time in conformity with this Article.
- The Association may be dissolved by a resolution of the General Assembly. The provisions in Article 14 (1), (2) and (3) shall apply mutatis mutandis.
- All assets left of the Association after payment of the creditors shall be transferred to a non-for-profit goal as determined in the resolution on the dissolution of the Association passed by the General Assembly.
ARTICLE 16 – ADMINISTRATION AND FINANCIAL YEAR
- The Board of Directors shall be obliged to keep records of the capital position of the Association and of everything concerning the work of the Association, according to the requirements that follow from this work, in such a manner, and to store the corresponding books, documents and other information in such a manner thatthe rights and obligations of the Association can always be known.
- The financial year of the Association shall be the calendar year. The first financial year shall be from the date of establishment until 31 December of the same year of
- The Board of Directors shall give an order to an auditor or organisation of auditors as referred to in the Law on Associations and Foundations to audit the documents related to the activities of the Association. The auditor shall report to the General Assembly on the audit and shall lay down the outcome of the audit in an opinionabout the accuracy of the annual accounts.
- The Board of Directors shall be obliged to keep the documents referred to in paragraph 1, and the auditor’s opinion referred to in paragraph 3, during a period of ten years.
ARTICLE 17 – COMMITTEES
- The Association shall be authorised to institute one or more Committees whose tasks and powers shall be determined by the Board of Directors or its managerial delegate under Article 11(4) or 11(7) in consultation withthe Members and/or Participants from the Governmental Advisory Body and/or the Academic Advisory Body may propose the creation of a new Committee by submitting a proposal to the Board in accordance with the requirements set out in the Internal Rules and Policies. The Board shall approve the proposal if it is satisfied that:
- the proposal falls within the Objectives of INATBA under Article 2; and
- the proposal enjoys sufficient support from among Members and/or Participants in the Governmental and/or Academic Advisory Bodies to ensure a reasonable prospect of success; and
- the Association has sufficient resources available to support the Committee in the manner and for the duration described in the proposal.
- In addition to Members and Participants from the Governmental and Academic Advisory Bodies, individual experts and research consortia without legal personality may be called upon to participate in such Committees as the Association deems fit. The Committees shall be accountable for the tasks performed by them to the General
- Any reports, guidelines or specifications proposed by the Committees shall be approved prior to publication by the Board or its delegated managerial functionary, which shall ensure that the publication comports with theObjectives of the Association under Article 2 and with the Association’s intellectual property policy as set out in the Internal Rules and Policies. The process for this review shall be set out in the Internal Rules and When developing guidelines and technical specifications according to Article 2(2)(c), the Committee shall respect in its procedures the principles of transparency, openness, and impartiality and shall base its decisions on consensus. The Committee’s deliverables shall be relevant and In developing guidelines andspecifications, Committees shall take account of and contribute to ongoing standardisation efforts for blockchain and other DLT at a global level.
ARTICLE 18 – LANGUAGE
The official language of these Articles of Association is French. In case of any conflict between the Articles of Association in the official language and any translation thereof in another language, the official version shall always prevail. This shall be without prejudice to the Association’s working language.
ARTICLE 19 – TRANSITIONAL PROVISIONS
1. These Articles of Association (the “Present Articles”) shall supersede and replace INATBA’s previously in force Articles of Association as originally adopted on 6 March 2019 (the “Previous Articles”).
2. The Present Articles of Association shall come into force upon the date of their adoption by the General Assembly as set forth in Article 12 of the Previous Articles.
3. Between the date of coming into force of the Present Articles and the end of the Association’s current financial year (31 December 2021), organisations that were Members of the Association under the Previous Articles but are defined as “Other Associations” and therefore ineligible for Membership under the Present Articles may elect to either:
a. Continue as Members of INATBA, with all associated rights and obligations, until the expiry of their current membership year (31 December 2021), in which case INATBA shall retain their full Financial Contribution for the current year; or
b. Transition to a Cooperation Agreement relationship with INATBA in accordance with Article 8 of the Present Articles, in which case they shall be entitled to a partial refund of their Financial Contribution for the current year, to be prorated from the date of the transition.