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World Liberty Financial World Liberty Financial

By Laws

Updated on: 2024-10-15

ARTICLE I - NAME

Section 1.01. Name

The name of this Corporation, a Delaware nonstock corporation, shall be World Liberty Financial, Inc. (the "Corporation").

Section 1.02. Name Change

The Corporation may change its name by vote of a majority of the Board of Directors. Any such name change shall be done by filing notice of the use of an assumed name by the Corporation or by amendment to the Certificate of Incorporation.

ARTICLE II - POWERS AND PURPOSES

Section 2.01. Purpose

The purposes of the Corporation shall be for any lawful purpose permitted under the Delaware General Corporations Code.

Section 2.02. Powers

The Corporation shall have all the powers necessary to carry out the foregoing purposes and all the powers of nonstock corporations organized under the laws of the State of Delaware.

ARTICLE III - MEMBERSHIP

Section 3.01. Membership Classes and Powers

Except as otherwise required by the laws of the State of Delaware, by the Certificate of Incorporation, or by these Bylaws, the number of classes, qualifications, rights, privileges, dues, fees, responsibilities, and the provisions governing the withdrawal, suspension, and expulsion of Members of the Corporation shall be determined by the Board of Directors.

Section 3.02. Eligibility for Membership and Voting Rights

The initial members of the Corporation shall be Chase Herro and Zachary Folkman. New Members may be admitted through the unanimous approval of the existing members of the Corporation.

ARTICLE IV - MEETINGS OF MEMBERS

Section 4.01. Time and Place of Annual Membership Meeting

The annual meeting of the Members will be held each year at a time and place established by the Board of Directors. Notice of the Annual Membership Meeting shall be given to all Members not less than 10 nor more than 60 days prior to the date set for the meeting, except as otherwise required by the laws of the State of Delaware.

Section 4.02. Business to be conducted at the Annual Membership Meeting

The following business or reports may be conducted or presented at the Annual Membership Meeting:

  • (a) Election of Directors: Elections of Directors to serve on the Board of Directors.
  • (b) Financial Report: The most recent year's activities and financial report may be presented to the membership.
  • (c) Business Plan: The upcoming year's business plan and budget describing the activities of the Corporation may be presented.
  • (d) Any Other Matter Requiring Member Approval: Action by the voting Members on any other matter requiring Member approval or on which the Board requests Member advice or approval may occur, subject to proper notice in accordance with these Bylaws and the laws of the State of Delaware.

Section 4.03. Nomination and Election of Directors

A slate of nominees for Directors for the Board shall be presented to the voting Members by the Board not less than 10 nor more than 60 days prior to the date set for the Annual Membership Meeting.

Section 4.04. Special Meetings of the Members

Special meetings of the Members may be called by the Board Chair or the Board of Directors. Notice of any special meeting of the Members shall be given to all Members not less than 10 nor more than 60 days prior to the date set for the meeting, except as otherwise required by the laws of the State of Delaware.

Section 4.05. Quorum

Two (2) voting Members then in good standing present in person or by proxy shall constitute a quorum for the transaction of any business at any meeting of the Members. If at any meeting of the Members there is less than a quorum present, a majority of those present may adjourn the meeting, without further notice, until a quorum is obtained.

Section 4.06. Proxies

At any meeting of the Members, a Member entitled to vote may do so by proxy in accordance with Delaware law or by other reasonable means allowed by Delaware law established in Board policy. The Corporation may recognize a Member's board officers or executive director as representing the Member at any in­person Membership meeting for the purposes of voting and establishing a quorum.

Section 4.07. Action by Written Ballot

Any action requiring Member approval that may be taken at a meeting of the Members may be taken without a meeting if the Corporation delivers a written ballot to every Member entitled to vote on the matter and conducts the vote in accordance with the laws of the State of Delaware.

ARTICLE V - BOARD OF DIRECTORS

Section 5.01. Number of Directors

The Corporation shall have a Board of Directors consisting of at least 2 Directors. The initial size of the Board of Directors shall initially be fixed at 2 Directors. The Members may change the size of the Board, appoint additional Directors, or terminate Director positions by unanimous consent of the Members.

Section 5.02. Powers

Except as otherwise provided by law, all corporate powers are exercised by, or under the authority of, the Board and the business and affairs of the Corporation are managed under the direction of the Board.

Section 5.03. Term

Directors shall serve a term of three years, however, such term shall not end until a successor has been appointed. Directors may serve a maximum of two three-year terms in succession, plus time served to fill a vacancy or a term of less than three years. The term of a Director elected by the Members may not be shortened by the Board.

Section 5.04. Vacancies

The Board of Directors may fill vacancies due to resignation, death, or removal of a Director or may appoint new Directors to fill a previously unfilled Board position, subject to the maximum number of Directors under these Bylaws.

  • (a) Unexpected Vacancies: Vacancies in the Board of Directors due to resignation, death, or removal shall be filled by the Board for the balance of the term of the Director being replaced.
  • (b) Filling Previously Unfilled Positions: Each Director appointed by the Board between the Annual Meeting of the Members to add a Director to a previously unfilled Board position shall stand for election for the balance of the term with the next slate of candidates presented to the Members for election under these Bylaws.

Section 5.05. Removal of Directors

A Director may at any time be removed from office for any cause deemed sufficient by the Board of Directors by the affirmative vote of the Members of the Corporation. In addition, three consecutive absences from regular meetings of the Board shall constitute an automatic resignation without any further action of the Board of Directors, unless the Board Chair has excused the absences.

Section 5.06. Board of Directors Meetings

(a) Regular Meetings: The Board of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board. Regular meetings of the Board may be held without further notice; however the Board Chair or Executive Director shall use best efforts to send an electronic or written reminder of regular meetings a minimum of ten days before the meeting.

(b) Special Meetings: Special meetings of the Board may be called by the Board Chair or by the Board. A special meeting must be preceded by at least 2 days notice to each Director of the date, time, and place, but not the purpose, of the meeting.

(c) Notice of Board Meetings: Notice of the date, time, and place of each meeting shall be given to each Director (i) in person at least 48 hours in advance of the meeting, (ii) by telephone, electronic mail or other electronic means at least 48 hours in advance of the meeting, or (iii) by sending written notice by overnight courier not less than two (2) days before the meeting, at his or her address as shown by the records of the Corporation.

(d) Waiver of Notice: Any Director may waive notice of any meeting, in accordance with Delaware law.

Section 5.07. Manner of Acting

(a) Quorum: Majority of the Directors in office (or if there are only two Directors, both Directors) immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board.

(b) Vote: The act of the majority of the voting Directors present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise specified in these Bylaws or required by law. Each Director shall have one vote.

(c) No Proxy Voting: Directors may not vote or sign Board resolutions or consents by proxy.

(d) Participation: Directors may participate in a regular or special meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting, including in person or by telephonic or electronic conference call.

Section 5.08. Action Without Meeting

Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such action may be taken by e-mail if an electronic copy of the resolution is printed out, signed and returned to the Secretary by all Directors. Such consent shall have the same effect as a unanimous vote and shall be placed in the minute book by the Secretary.

Section 5.09. Annual Corporate Board Meeting and Election of Officers

The Board shall elect officers at the first meeting of the Board (the “Annual Corporate Board Meeting”) after every other Annual Membership Meeting to hold office until their successors are elected and qualified.

ARTICLE VI - OFFICERS

Section 6.01. Officers

The officers of the Corporation shall be a Board Chair, Executive Director, Secretary, and Treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board of Directors. Each officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties and authority of other officers.

The Board may also appoint additional Vice Chairs and such other officers as it deems expedient for the proper conduct of the business of the Corporation, each of whom shall have such authority and shall perform such duties as the Board of Directors may determine. One person may hold two or more offices, but no officer may act in more than one capacity where action of two or more officers is required.

Section 6.02. Term of Office

Each officer shall serve a two-year term of office and may not serve more than two consecutive terms of office. Unless elected to fill a vacancy in an officer position, each officer's term of office shall begin upon the adjournment of the Annual Corporate Board Meeting at which elected and shall end upon the adjournment of the second Annual Corporate Board Meeting following such election.

Section 6.03. Removal and Resignation

The Board of Directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.

Section 6.04. Board Chair

The Board Chair shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors. The Board Chair shall preside at all meetings of the Members.

Section 6.05. Secretary

The Secretary shall keep or cause to be kept a book of minutes of all meetings of the Members and all meetings and actions of the Board of Directors and committees of Directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The Secretary shall cause notice to be given of all meetings of Members, Directors and committees as required by the Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Board Chair. The Secretary may appoint, with approval of the Board (or the Executive Committee), a member of the staff to assist in performance of all or part of the duties of the Secretary.

Section 6.06. Compensation for Board Service

Directors shall receive no compensation for carrying out their duties as Directors. The Board may adopt policies providing for reasonable reimbursement of Directors for expenses incurred in conjunction with carrying out Board responsibilities, such as travel expenses to attend Board meetings.

Section 6.07. Treasurer

The Treasurer shall be the lead Director for oversight of the financial condition and affairs of the Corporation. The Treasurer shall oversee and keep the Board informed of the financial condition of the Corporation and of audit or financial review results. In conjunction with the Executive Director or other staff or officers with responsibility for maintaining the financial records of the Corporation, the Treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Corporation, are made available to the Board of Directors on a timely basis or as may be required by the Board of Directors. The Treasurer shall perform all duties properly required by the Board of Directors or the Board Chair. The Treasurer may appoint, with approval of the Board (or the Executive Committee), a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the Treasurer.

Section 6.08. Executive Director and Other Officers

The Executive Director shall be an officer of the Corporation, appointed by the Board. If the Executive Director resigns as an officer of the Corporation, he or she may no longer serve as Executive Director. The Board of Directors may designate additional officer positions of the Corporation and may appoint and assign duties to other non-director officers of the Corporation.

ARTICLE VII - ADVISORY BOARDS AND BOARD COMMITTEES

Section 7.01. Establishment of Advisory Boards and Board Committees

The Board of Directors may establish one or more Advisory Boards or Board Committees from time to time as deemed necessary or appropriate.

Section 7.02. Size, Duration, and Responsibilities

The size, duration, composition, and responsibilities of such Advisory Boards and Board Committees shall be established by the Board of Directors.

ARTICLE VIII - EXECUTIVE DIRECTOR AND STAFF

Section 8.01. Appointment

The Board of Directors may appoint an Executive Director as the chief executive officer and president of the Corporation. The Executive Director will hold office at the will of the Board and shall report directly to the Board.

Section 8.02. Duties

The Executive Director shall be responsible for administrative management of the Corporation, with general and active supervision over the property, business, and affairs of the Corporation. The Executive Director shall carry out the policies and programs of the Corporation and perform duties as directed by the Board, subject to oversight by the Board.

ARTICLE IX - ADMINISTRATION

Section 9.01. Fiscal Year

The fiscal year of the Corporation shall be January 1 - December 31, but may be changed by resolution of the Board of Directors.

Section 9.02. Checks, Drafts, Etc.

All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.

Section 9.03. Deposits and Accounts

All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the chief executive officer and president or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board.

Section 9.04. Investments

The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable.

Section 9.05. Multi-Signature Wallets

  • (a) The Corporation shall be permitted to hold assets in one or more Multisigs. The Directors shall be responsible for appointing Multisig Members, who shall not be officers or directors of the Corporation solely by virtue of such role as a Multisig Member. Each Multisig Member shall execute a Multisignature Participation Agreement prior to being appointed to Multisig Member.
  • (b) Each Multisig Member shall be entitled to Indemnification by the Corporation as stated in Article X herein, however, no Multisig Member shall be indemnified by the Corporation for any damages incurred as a result of such Multisig Member’s gross negligence or intentional misconduct.
  • (c) All Multisig Members shall be designated as such, by blockchain address, in the minutes of the Corporation.
  • (d) All Multisigs, and the asset controlled therein, shall be the property of the Corporation, and not of the Multisig Members. The Private Key of each Multisig Member shall be the separate property of such Multisig Member, and shall not constitute Corporation property. The removal of a Private Key from a Multi-Sig shall constitute the action by the Corporation to remove the person in control of such Private Key from such Multi-Sig.
  • (e) All Multisig Members shall act in accordance with these Bylaws, the Governance Platform(s) and Community Modules, Community Module Approvals or Community Module Vetos, as applicable.

Section 9.06. Community Module

Except in circumstances which may constitute or create an unreasonable risk of a violation of a Legal Requirement or Security Risk, any Multisig Member action shall be approved of through a Community Module and applicable Governance Platform vote. For the purposes of the preceding sentence, whether a Multisig Member action constitutes or creates an unreasonable risk of a violation of a Legal Requirement or Security Risk shall be determined in the sole and absolute discretion of the Board. Any Community Module Approval or Community Module Veto shall be effectuated through the actions of the Multisig Members with respect to a Governance Platform vote. For the avoidance of doubt, a Governance Platform action, subject to Community Module Approval or Community Module Veto, shall not be considered an action of the Corporation, and the Community Module is not a separate body, director, officer, contractor, or similar control person with respect to the Corporation.

Section 9.07. Material Adverse Events

If a Material Adverse Event occurs, the Directors or Multisig Members, as applicable, may suspend Governance Platforms and Community Modules with respect to such Material Adverse Event until the Material Adverse Event has passed or is no longer material.

Section 9.08. Security Multisig

The Board, with Community Module approval, may designate a Multisig that is responsible for Governance Platform or Protocol upgrades or for responding to Material Adverse Events and Security Risks (a “Security Multisig”), and such Security Multsig may be provided with any powers, rights, assets, incentives, or obligations by those means. The powers, rights, assets, incentives, or obligations granted to a Security Multisig may include the power to do any or all of the following, provided, that, in each case, the Security Multisig shall only utilize such powers in a fashion consistent with these Bylaws:

  • (a) the power to effect, approve, abstain from approving or veto a temporary or permanent suspension or of one or more functions or features of one or more of the Community Autonomous Systems;
  • (b) the power to effect, approve, abstain from approving or veto a direct or indirect software upgrade of one or more of the Community Autonomous Systems;
  • (c) the power to effect, approve, abstain from approving or veto a migration of assets from the control or custody of one or more Community Autonomous Systems to the control or custody one or more other Community Autonomous Systems, provided that the purpose and reasonably expected result of such migration is to secure such assets for their lawful owners or controllers; and
  • (d) the power to effect, approve, abstain from approving or veto the reversal of transactions within the Community Autonomous Systems (where possible and where consistent with these Bylaws).

Subject to the Community Module limitations described in Section 9.06 herein, the Community Module may vote, with Board approval, to remove any Security Multisig through the Governance Platform.

Section 9.09. Community Module Quorum

For all purposes herein, except as otherwise provided by Board resolution, any Community Module action described in Section 9.06 shall be required to have a minimum quorum of 5% of the total Votable Community Tokens. However, the specific quorum for individual Community Module proposals may be stipulated in accordance with the Governance Platform and by the proposal's own terms to require a greater (but not lesser than 5% of the total Votable Community Tokens) quorum.

ARTICLE X - INDEMNIFICATION

Section 10.01. Indemnification

Every member of the Board of Directors, Multisig Member (including, without limitation, any Security Multisig), officer or employee of the Corporation and every former member of the Board of Directors, Multisig Member (including, without limitation, any Security Multisig), officer, board member and employee of the Corporation shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law against all expenses, liabilities and losses, including counsel fees, reasonably incurred or imposed upon such present or former member of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, Multisig Member, officer, or employee of the Corporation, or any settlement thereof. Subject to the provisions of the Delaware General Corporation Law, the right to indemnification shall include the right to be paid by the Corporation the expenses (including attorney's fees) incurred in defending any such action, suit or proceeding in advance of final disposition; provided each such person furnishes the Corporation with a written undertaking to repay the amount of such expenses advanced to such person if it is finally determined by a court of competent jurisdiction that such person is not entitled to indemnification with respect to such expenses. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights which such member of the Board, Multisig Member, officer or employee or former member of the Board, Multisig Member, officer or employee of the Corporation is entitled.

ARTICLE XI - AMENDMENTS

Section 11.01. Amendments

Except as otherwise provided in these Bylaws or under the laws of the State of Delaware, these Bylaws may be amended, altered or repealed in whole or in part upon recommendation by the Board of Directors by the vote of a majority of the voting Members of the Corporation participating in any meeting of the Members duly called and at which a quorum is present, provided that notice of proposed amendment, alteration or repeal of these Bylaws is contained in the notice for such meeting.

ARTICLE X - ANNEX A - CERTAIN DEFINED TERMS

“Blockchain” means a distributed data structure consisting of hashlinked sets ('Blocks') of transactions that is directly or indirectly produced, maintained and/or secured by the automated consensus of a network of independent nodes operating a byzantine-fault-tolerant protocol.

“Blockchain System” means the combination of: (a) a Blockchain; and (b) a network of one or more devices operating software clients or software applications that jointly or individually store, validate, process transactions with respect to, update, resolve forks with respect to or otherwise maintain, validate, read from, store data with respect to, create public proofs with respect to, or write to such Blockchain.

“Blockchain Tokens” means any virtual currency, token, or other unit of account or medium of exchange that is implemented exclusively or primarily on a Blockchain System, regardless of whether transferable, non-transferable, fungible or non-fungible.

“Community Autonomous Systems” means:

  • (a) the Community Smart Contract Systems, including the Community Module;
  • (b) if any Community Smart Contract System depends for its security or operations on another Blockchain System or any Smart Contracts thereon, such Blockchain System and Smart Contracts, but only to the extent relating to the Community Smart Contract Systems;
  • (c) any testnets or other testing environments or systems primarily serving testing, prototyping, and similar functions for the systems described in the preceding clauses, such as are not reasonably expected to have independent competitive commercial value.

“Circulating Community Tokens” means the total number of created Community Tokens, less the amount of Community Tokens that are directly controlled and owned by the Corporation.

“Community Module” means each Smart Contract governing, in whole or in part, the upgradeability or other parameters of the Community Smart Contract Systems through proposals voted on by the Votable Community Tokens, which are currently deployed to the addresses on Ethereum mainnet at the following address: 0x5be9a4959308A0D0c7bC0870E319314d8D957dBB.

“Community Module Approval” means, with respect to any proposal, the affirmative vote of the requisite (as specified in the relevant proposal; for the avoidance of doubt, a proposal may set forth an independent criteria for its enactment, such as a quorum greater than that specified in Section 9.09, required for passage, or a specification of what constitutes a majority or plurality of Votable Community Tokens) majority or plurality of the rightful holders of voting power of the Votable Community Tokens necessary to approve or effectuate such proposal in accordance with the Governance Platform.

“Community Module Veto” means with respect to any Multisig transaction or other Smart Contract to which a Multisig Member has administrator privileges, the affirmative vote of the amount of Votable Community Tokens required to veto, block or prevent the effectuation or completion of such transaction, as prescribed by the Governance Platform.

“Community Smart Contract System” means all World Liberty Finance systems on all chains.

“Community Token” means: (a) each Blockchain Token belonging to the class of Blockchain Tokens with the symbol $WLFI mintable from, and whose balances and transfers are tracked by, the smart contract at address 0x5be9a4959308A0D0c7bC0870E319314d8D957dBB on Ethereum mainnet, which: (i) have the power to natively govern, secure, utilize or otherwise participate in the Community Autonomous Systems through the Governance Platform; or (ii) are natively convertible into or stakeable for Representational Community Tokens, which Representational Community Tokens have any one or more of the powers described in the preceding clause '(a)'; and (b) each Blockchain Tokens belonging to a class of Blockchain Tokens endorsed by Community Module Approval as a supplement or successor to the class of Blockchain Tokens referred to in the preceding clause '(a)'.

“Excluded Circulating Tokens” means any Community Token that (a) is held at an address which holds more than 5% of the Votable Community Tokens, but only to the extent that such Community Tokens exceed 5% of the Votable Community Tokens, or (b) Community Tokens which are held by multiple addresses that are known to the Corporation to be controlled by the same person or affiliated group, and, if such tokens were held by a single address, would be subject to clause (a) herein.

“Governance Platform” means the the rules of voting, decisionmaking, and other governance functions of Votable Community Tokens intended to natively govern, secure, utilize or otherwise participate in production implementations of the Protocols.

“Legal Requirement” means any federal, state, local, municipal, foreign, supranational or other law, statute, constitution, treaty, directive, resolution, ordinance, code, order, writ, injunction, judgment, edict, decree, ruling, award, rule, regulation, judgment, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any (i) nation, multinational, supranational, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) federal, state, provincial, local, municipal, foreign or other government; (iii) instrumentality, subdivision, department, ministry, board, court, administrative agency or commission, or other governmental entity, authority or instrumentality or political subdivision thereof; or (iv) any quasi-governmental or private body exercising any executive, legislative, judicial, regulatory, taxing, importing or other governmental functions. For the avoidance of doubt, Legal Requirement shall also include any action for which theundertaking of or forbearance from such action would constitute a breach of contract for the Corporation.

“Material Adverse Event” means (i) any fraud or violation of applicable Legal Requirements committed in the course of a Protocol activity; (ii) any knowing and intentional material breach of any material term of any applicable Multisig Participation Agreements by any person that could reasonably be expected to adversely impact the Protocol; (iii) the commission of a felony or any crime of moral turpitude by any person subject to a Multisig Participation Agreement; or (iv) any material legal proceedings by or against the Corporation, its officers, Directors, or any Multisig Member.

“Multisig” means a Smart Contract deployed by or on behalf of the Corporation that: (i) is configured to recognize a specified set of private keys, each controlled by a separate person (each a “Private Key” and group the “Multisig Private Key Set”); and (ii) one or more of the functions of which can be executed in response to a transaction message that has been signed by a specified minimum number of Private Keys belonging to such set of Private Keys. “Multisig Member” means, at any time, each person who, as of such time, holds a Private Key for a Multisig.

“Protocol” means:

  • (a) all software published by the Corporation to any Blockchain, or any successor thereto endorsed by Community Module Approval, in each case, so long as such endorsement has not been revoked by Community Module Approval; and
  • (b) any other software endorsed as an official Protocol by a Community Module Approval, so long as such endorsement has not been revoked by Community Module Approval.

“Representational Community Tokens” means any Blockchain Token that:

  • (a) without reduction or dilution of the value of or economic, governance or other powers and benefits of Community Tokens, is derived from or designed to represent or to be convertible with Community Tokens (or the value of or economic, governance or other powers and benefits of such Community Tokens) (including pursuant to any liquid staking or similar arrangements), natively on the Community Autonomous Systems;
  • (b) cannot be minted, generated, credited, assigned or otherwise come into existence without staking, converting, depositing, locking, burning or otherwise removing from circulation a proportional amount of Community Tokens, natively on the Community Autonomous Systems; and
  • (c) cannot remain in existence except while the proportional amount of Community Tokens referred to in the preceding clause '(b)' remains staked, converted, deposited, locked, burned or otherwise removed form circulation, natively on the Community Autonomous Systems

“Security Risk” means any action that, if implemented or unremediated, would cause a vulnerability or potential vulnerability in any smart contract, software, executable, website, web application, or other code.

“Smart Contract” means any executable bytecodes (commonly known as 'smart contracts') deployed to Blockchain Systems for operation by validators, sequencers or similar network operators.

“Votable Community Tokens” the Circulating Community Tokens (or Representational Community Tokens) less any Excluded Circulating Tokens.