Effective Date: April 30, 2024
Article I: Structure of the Organization
Section 1.01 – Type of Organization
The Decentralized Art Exchange (DAX) Foundation shall operate as a non-profit organization dedicated to the advancement and promotion of digital and physical artwork through blockchain technology, providing a secure, transparent, and decentralized platform for the exchange of artworks.
Section 1.02 – Legal Compliance
The Foundation shall comply with all applicable laws and regulations of its jurisdiction and those international laws relevant to its operations, including but not limited to, data protection, privacy, and anti-money laundering statutes.
Article II: Membership
Section 2.01 – Eligibility
Membership to the Foundation is open to any individual, artist, collector, institution, or entity interested in supporting the Foundation’s objectives, subject to the approval of the Board of Trustees.
Section 2.02 – Rights and Responsibilities
Members are entitled to participate in general meetings, elect the Board of Trustees, and have access to regular updates about the Foundation’s activities. Members are responsible for upholding the Foundation’s standards and contributing towards its objectives.
Section 2.03 – Termination
Membership may be terminated by voluntary withdrawal, non-compliance with the Foundation’s rules, or any other grounds as defined by the Board of Trustees.
Article III: Board of Trustees
Section 3.01 – Composition
The Board of Trustees shall consist of individuals from diverse backgrounds who are committed to the Foundation’s objectives, including experts in blockchain technology, art curation, legal, and finance sectors.
Section 3.02 – Duties and Powers
The Board is responsible for setting the strategic direction of the Foundation, overseeing its financial and operational management, and ensuring compliance with its statutory obligations.
Section 3.03 – Meetings
The Board of Trustees shall meet at least quarterly, with provisions for emergency meetings as required.
Article IV: Executive Management
Section 4.01 – Appointment of Executives
The Board of Trustees appoints the Executive Director and other key management personnel who are responsible for the day-to-day management of the Foundation.
Section 4.02 – Duties of the Executive Director
The Executive Director is responsible for implementing the strategic plans and policies prescribed by the Board, managing the Foundation’s activities, and overseeing the administration and staff.
Article V: Financial Management
Section 5.01 – Financial Accountability
The Foundation shall maintain accurate and complete records of its income, expenses, assets, and liabilities, which shall be audited annually by an independent certified accountant.
Section 5.02 – Funding Sources
Funding for the Foundation may come from donations, grants, fundraising activities, and any other sources approved by the Board.
Section 5.03 – Fiscal Policies
The Board shall adopt fiscal policies and controls to ensure the prudent management of the Foundation’s resources.
Article VI: Amendments
Section 6.01 – Procedure for Amendments
These Articles of Agreement may be amended by a two-thirds majority vote of the Board of Trustees, provided that such amendments do not contravene the Foundation’s stated objectives or applicable laws.
Article VII: Dissolution
Section 7.01 – Procedure for Dissolution
In the event of dissolution, the remaining assets of the Foundation shall be distributed in accordance with the provisions set out in the Memorandum of Association regarding dissolution.
Article VIII: General Provisions
Section 8.01 – Conflict of Interest Policy
The Foundation shall adopt and enforce a conflict of interest policy to ensure that all decisions are made in the best interests of the Foundation and do not benefit any trustee, officer, or member unduly.
Section 8.02 – Non-Discrimination Policy
The Foundation will not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other characteristic protected by law in any of its activities or operations.
These articles, along with the Memorandum of Association, constitute the governing documents of the Decentralized Art Exchange (DAX) Foundation, ensuring its commitment to legal and ethical standards, transparency, and the promotion of art through innovative blockchain technology.
Article IX: Operational Framework
Section 9.01 – Technological Infrastructure
The Foundation shall maintain a high-standard technological infrastructure that supports the secure, efficient, and transparent operation of the DAX platform. This includes the use of blockchain technology for the certification, registration, and exchange of artworks and ensuring robust cybersecurity measures are in place to protect against unauthorized access and data breaches.
Section 9.02 – Artwork Listing and Certification Process
The Foundation will implement a rigorous process for artwork listing and certification. Each submission must undergo a significant review by experts to ensure authenticity and compliance with the Foundation’s standards before being registered on the DAX Registry. This process helps maintain the integrity of the art market and protects the rights and investments of artists and collectors.
Section 9.03 – Guaranteed Floor Price
The DAX platform will uniquely offer a guaranteed floor price for all certified artworks, ensuring that artists and collectors can rely on a minimum return on their investment. This guarantee supports the economic stability of artists and fosters confidence in the DAX platform as a reliable marketplace for art transactions.
Article X: Privacy and Data Protection
Section 10.01 – Compliance with Data Protection Laws
The Foundation commits to complying with all applicable local and international data protection laws to safeguard personal information and transaction details of its members and participants. This commitment is crucial to maintaining trust and credibility in the Foundation’s operations.
Section 10.02 – Data Access and Confidentiality
Access to sensitive data, such as transaction histories and personal information, is restricted to authorized personnel only. The Foundation ensures that all transactional information remains confidential, with details of the artists and buyers disclosed only as necessary under the terms of the transaction.
Section 10.03 – Use of Decentralized and Encrypted Technologies
To enhance privacy and security, the Foundation utilizes decentralized storage and encryption technologies. This approach ensures that all data related to transactions and artwork certifications are securely stored and protected against tampering and unauthorized access.
Article XI: Dispute Resolution
Section 11.01 – Governing Law
The Foundation’s operations and the interpretation of these Articles shall be governed by the laws of the jurisdiction in which the Foundation is registered.
Section 11.02 – Dispute Resolution Mechanism
In the event of any disputes arising from the activities of the Foundation or its transactions, such disputes shall be resolved through mediation or, if necessary, arbitration, according to the rules and procedures established by the Board of Trustees. This mechanism ensures that disputes are handled efficiently and fairly, minimizing potential legal costs and maintaining the integrity of the Foundation.
Article XII: Transparency and Reporting
Section 12.01 – Regular Reporting
The Foundation will provide regular reports on its activities, financial status, and any significant changes in its operations. These reports will be made available to all members and relevant stakeholders, ensuring transparency in the Foundation’s governance and operations.
Section 12.02 – Annual General Meetings
An Annual General Meeting (AGM) will be held once each year. During the AGM, the Board of Trustees will present the annual report and audited financial statements, discuss the Foundation’s achievements and challenges, and address questions from the members.
Section 12.03 – Stakeholder Engagement
The Foundation encourages active engagement from its stakeholders, including artists, collectors, tech developers, and the general public. Regular feedback mechanisms will be established to gather insights and suggestions, which can help in refining the Foundation’s strategies and operations.
Conclusion
These Articles, together with the previously outlined Memorandum of Association, establish a robust legal and operational framework for the Decentralized Art Exchange (DAX) Foundation. By adhering to these governance structures, the Foundation aims to lead with integrity and innovation, fostering a vibrant, secure, and sustainable marketplace for the global art community. This governance framework not only supports the DAX Foundation’s mission but also ensures its adaptability and resilience in a rapidly evolving digital art landscape.
Thank you for choosing the Decentralized Art Exchange Foundation. We are committed to providing you with exceptional service.