Effective Date: April 30, 2024
Name
The name of the organization shall be the Decentralized Art Exchange (DAX) Foundation (hereinafter referred to as the “Foundation”).
Registered Office
The registered office of the Foundation will be situated in the British Virgin Islands.
Objectives
The primary objective of the Foundation is to foster, develop, support, and maintain an open and decentralized platform dedicated to the promotion, buying, selling, and exchange of digital and physical art through blockchain technology.
3.1 Digital and Physical Art Exchange
To create and manage a blockchain-based platform that enables artists, collectors, and investors to securely register, buy, and sell digital and physical art pieces with transparency and without the need for intermediaries. Each piece of art undergoes a rigorous certification process before being listed on the DAX Registry. This registry provides immutable, on-chain validation of the artwork’s floor or guaranteed sale price.
3.2 Artwork Certification and Registry
To ensure that all artworks listed on the DAX platform are verified through a detailed review process, thereby maintaining a high standard of authenticity and value. Each listing in the DAX Registry includes asset verification, validation, and a certification of the artwork’s minimum guaranteed price, as set by the submitting artist or collector.
3.3 Privacy and Confidentiality in Transactions
To uphold the confidentiality of each art transaction, ensuring that details of the buying and selling parties remain private, with artist details disclosed only to the buyer post-transaction. This supports a secure and private marketplace environment.
3.4 Real-time Registry Maintenance
To maintain the DAX Registry in real-time, allowing all participants—from individual collectors to institutions—the ability to access the inventory as the definitive point of truth for certified artwork, transactions, and exchanges.
Powers
To facilitate the attainment of these objectives, the Foundation shall have the following powers:
4.1 Issue of Tokens
To issue, manage, and destroy cryptographic tokens representing ownership or rights in artworks traded on the Foundation’s platform.
4.2 Smart Contracts
To develop, deploy, and maintain smart contracts on a blockchain that support the operations of the art exchange, including but not limited to the creation, purchase, sale, and transfer of tokens.
4.3 Collaboration and Partnerships
To enter into partnerships or collaborations with other foundations, companies, educational institutions, and organizations, both nonprofit and for-profit, that align with the Foundation’s objectives.
4.4 API Integration
To provide APIs for various digital and physical marketplaces, stores, and galleries, enabling them to access the DAX Registry and facilitate artwork searches, swaps, or purchases directly through their platforms.
Liability of Members
The liability of the members is limited. Each member of the Foundation undertakes to contribute to the assets of the Foundation in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the Foundation contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.
Governance
6.1 Board of Trustees
The Foundation shall be governed by a Board of Trustees consisting of not less than three and not more than seven members. The Board is responsible for the overall policy and direction of the Foundation, and delegates responsibility for day-to-day operations to the Foundation staff and committees.
6.2 Committees
The Board may create committees as needed, such as a Technical Committee, Legal Committee, and an Audit Committee. Each committee will have the power to make decisions pertaining to the area of its focus, within the mandates provided by the Board.
Financial Provisions
7.1 Funds
The funds of the Foundation, including all donations, contributions, and bequests, shall be paid into an account operated by the Board of Trustees in the name of the Foundation at a bank or other regulated financial institution.
7.2 Financial Records
The Foundation must keep accurate financial records and must prepare an annual statement of account, including a balance sheet, which must be audited by an independent certified accountant.
7.3 Fiscal Year
The fiscal year of the Foundation shall end on the last day of December each year.
Amendments
This Memorandum of Association may be amended by a resolution passed at a general meeting of the Foundation, provided that no amendment may be made that would have the effect of the Foundation ceasing to be a charity.
Dissolution
If upon the winding up or dissolution of the Foundation there remains, after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Foundation. Instead, such property shall be given or transferred to some other charitable institution or institutions having objectives similar to the objectives of the Foundation, and which prohibits the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Foundation under or by virtue of Clause 3 hereof.
Thank you for choosing the Decentralized Art Exchange Foundation. We are committed to providing you with exceptional service.