Articles of Association

Foundation Companies Act, 2017

Foundation Company

Limited by Guarantee and Not Having a Share Capital

Articles of Association

1 Preliminary

1.1 The following are the Articles of the Foundation Company.

1.2 In these Articles:

(a) the following terms shall have the meanings set opposite if not inconsistent with the subject context:

“Acts”	means the Foundation Companies Act, 2017 and the Companies Act (as revised) applicable to Foundation Companies or either of them as the context may require together with every statutory modification or re-enactment of them;
“Articles”	means the articles of association of the Foundation Company as from time to time amended in accordance with the terms thereof;
“Auditors”	means the persons (if any) for the time being performing the duties of auditors of the Foundation Company;
“Council”	means a council representing the DIMO Tokenholders (if any), with any actions to be taken by the Council representing the DIMO Tokenholders evidenced by the affirmative vote of the DIMO Tokenholders by receipt of messages signed with their Ethereum public keys;
“DIMO Protocol”	means the collection of smart contracts that comprise the DIMO protocol, and as may be amended, modified, superseded, replaced or subject to new versions from time to time;
“DIMO Token”	means the native token of the DIMO Protocol that gives the token holder the ability to participate in DIMO governance;
“DIMO Tokenholders”	means each holder of any DIMO Token from time to time as evidenced by the Ethereum Blockchain;
“Directors”	means the persons for the time being occupying the position of directors of the Foundation Company, or as the case may be, the directors assembled as a board and the term a “Director” shall be construed accordingly and shall, where the context admits, include an alternate director;
“Electronic Record”	has the same meaning as in the Electronic Transactions Act;
“Electronic Transactions Act”	means the Electronic Transactions Act (as revised) of the Cayman Islands;
“Foundation Company”	means the above-named Foundation Company;
“Interested Person”	for a Foundation Company, means: (a) any of its members or Supervisors; (b) someone who has the right to be a member or Supervisor of the Foundation Company; and (c) someone declared under its Articles to be an Interested Person;
“member”	has the meaning assigned to it in the Acts;
“Memorandum”	means the memorandum of association of the Foundation Company, as amended from time to time;
“month”	means calendar month;
“ordinary resolution”	means a resolution passed at a general meeting of the Foundation Company by a simple majority of votes cast or by a written resolution in writing under Article 8.8;
“Register”	means the register of members of the Foundation Company required to be kept by the Acts;
“registered office”	means the registered office for the time being of the Foundation Company;
“Seal”	means the common seal of the Foundation Company and includes every duplicate seal;
“Secretary”	where the context so permits, includes an assistant secretary and any persons appointed to perform the duties of the secretary of the Foundation Company;
“special resolution”	means a resolution passed at a general meeting of the Foundation Company by not less than a two-thirds majority of votes cast or by a resolution in writing under Article 8.8;
“subscriber”	means the subscriber to the Memorandum; and
“Supervisor”	has the meaning assigned to it in the Acts and including a person appointed as a supervisor pursuant to Article 6.

(b) words importing the singular include the plural and vice versa;

(c) words importing any gender include all genders;

(d) words importing persons include corporations as well as any other legal or natural person;

(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form and include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

(f) references to provisions of any act, law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

(g) any phrase commencing with the words “including”, “include”, “in particular” or any similar expression shall be deemed to be followed by the words “without limitation”;

(h) headings are inserted for reference only and shall be ignored in construing these Articles;

(i) subject as aforesaid, any words or expressions defined in the Acts shall, if not inconsistent with the subject or context hereof, bear the same meanings as in the Articles;

(j) the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

(k) where an ordinary resolution is expressed to be required for any purpose, a special resolution is also effective for that purpose; and

(l) where any period to lapse under the provisions of these Articles is counted by a number of days, the first day of such period counted shall be the day immediately after the notice is given or deemed to be given and the period of such notice shall be deemed to be complete and final at the end of the last day of such period. The relevant then permitted actions shall be effected the day immediately following such last day.

2 Commencement of Business

2.1 The business of the Foundation Company may be commenced immediately upon registration under the Acts. The Foundation Company may ratify any contract or other transaction entered into in its name or on its behalf prior to such registration.

2.2 All expenses, fees and costs (“Expenses”) of the Foundation Company, including without limitation, the preliminary Expenses of structuring and incorporating the Foundation Company, all operating Expenses attributed to the Foundation Company’s activities on the terms and conditions herein set forth, and any expenses concerning any contract or transaction ratified under Article 2.1, shall be the responsibility of the Foundation Company and accordingly, shall be paid or reimbursed (as applicable) by the Foundation Company.

3 The Founder

3.1 The Foundation Company shall not have a founder.

4 Members

4.1 The subscribers are the first members of the Foundation Company.

4.2 Subject to these Articles, the Directors may, if so authorised by the Council, admit as a member any person who has applied for membership in writing, and the terms of admission may restrict, enlarge or exclude any or all of the voting and other rights or powers of members under these Articles, or provide for termination of membership at a specified time or in specified circumstances.

4.3 The Directors may, if so authorised by the Council, restrict or prohibit the subsequent admission of members. If the restriction or prohibition is expressed to be irrevocable, it may not be altered or revoked, directly or through an alteration of these Articles.

4.4 A person’s membership of the Foundation Company terminates:

(a) if the person dies or, being a company or a corporation, is dissolved; or

(b) if the person resigns as a member by notice to the Foundation Company and such resignation shall be effective immediately unless the notice states otherwise; or

(c) as provided in the person’s terms of admission as a member.

4.5 It is not a condition of this Article that the Foundation Company continues to have one or more members.

4.6 The rights and powers of members are not assignable and, except as permitted by these Articles or required by law, the rights or powers of a member may not be exercised by any other person on behalf of a member.

4.7 The rights and powers of members are free of any duty.

5 Directors

5.1 Subject to the foregoing, the Directors may from time to time establish a minimum and/or a maximum number of Directors.

5.2 The first Directors may be appointed by the subscribers.

5.3 Subject to Articles 5.4, the Directors shall have power at any time from time to time to appoint any person to be Director, either to fill a causal vacancy or as an addition to the existing Directors but so that the total number of Directors (exclusive of alternate Directors) shall not at any time exceed the number fixed in accordance with these Articles.

5.4 Following the adoption of bylaws pursuant to Article 24, the Council has the power, exercisable by notice to the Foundation Company (the “Notice”), to remove one or more Directors either to fill a causal vacancy or as an addition to the existing Directors but so that there shall always be at least one Director such that any Notice purporting to remove one or more Directors resulting in there being no Director shall be deemed ineffective. The appointment or removal (as applicable) shall be effective from the date stated as such in the Notice, or otherwise, the date of such Notice.

5.5 A person ceases to be a Director if removed under the foregoing provisions or:

(a) is prohibited by law from serving as Director;

(b) becomes bankrupt or makes any arrangement or composition with his creditors or, being a company or a corporation, enters into winding-up or is dissolved; or

(c) dies or is found to be or becomes of unsound mind; or

(e) resigns his office by notice in writing to the Foundation Company or otherwise pursuant to any agreement between the Foundation Company and such Director.

5.6 Subject to these Articles and any bylaws, the business and affairs of the Foundation Company shall be managed by or under the control of the Directors, who may exercise all the powers of the Foundation Company other than those that are required by these Articles or any bylaws to be exercised by the general meeting or others, including the Council.

5.7 The Directors shall observe these Articles and any bylaws, and shall at all times act in the interests of the Foundation Company and its objects.

5.8 The Directors shall give to the Supervisor or the general meeting (or the persons who have the right to attend the general meeting) such reports, accounts, information and explanations concerning the business and affairs of the Foundation Company, and the discharge of the Directors’ duties and the exercise of their powers, as may be required by:

(a) notice from the Supervisor; or

(b) an ordinary resolution of the Foundation Company.

5.9 The duties of the Directors are owed to the Foundation Company only.

5.10 Directors’ remuneration, if any, shall be at such rates and on such terms as may be agreed by the Directors.

6 Supervisors

6.1 The first Supervisor may be appointed by the subscribers.

6.2 The Directors have the right to appoint or remove Supervisors to supervise the management of the Foundation Company from time to time and on such terms as they think fit.

6.3 The resolution or notice appointing a Supervisor may:

(a) restrict, enlarge or exclude any or all of the voting and other rights or powers of Supervisors under these Articles;

(b) impose any supervisory or other duty or disability, grant a related exculpation, and waive conflicting interests or duties;

(c) give the Supervisor rights to remuneration or indemnity by the Foundation Company; and

(d) provide for the termination of the Supervisor’s appointment at a specified time or in specified circumstances.

6.4 A person ceases to be a Supervisor:

(a) if removed by the Directors pursuant to Article 6.2;

(b) if the person dies, becomes of unsound mind or becomes bankrupt or, being a company or a corporation, enters into winding-up or is dissolved;

(c) if the person resigns as a Supervisor by notice to the Foundation Company (and such resignation shall be effective immediately unless the notice states otherwise);

(d) if the person acquires any interest or duty that conflicts with any duty of the person as a Supervisor, unless authorised by the Directors; or

(e) as provided in the person’s terms of appointment as a Supervisor.

6.5 The Foundation Company is required at all times to have at least one Supervisor who is able and willing to supervise the management of the Foundation Company. If this requirement is not met, the Directors shall appoint one or more Supervisors, on such terms as they think fit, to make up the shortfall, failing which, the Secretary shall apply to the Court under section 19(2) of the Foundation Companies Act, 2017.

6.6 A Supervisor:

(a) may require access during normal working hours to the files, books, accounts and records of the Foundation Company;

(b) may by notice to the Foundation Company call for such reports, accounts, information and explanations from the Directors as to the administration of the Foundation Company as are described in the notice;

(c) has the right to receive notice of, and attend and vote at, general meetings; and

(d) shall observe these Articles and any bylaws.

6.7 The powers granted to a Supervisor under these Articles may only be exercised in the interests of the Foundation Company and its objects.

6.8 Any duties of a Supervisor are owed to the Foundation Company only. If there is more than one Supervisor, the Supervisors shall act by majority and, in any such event, any written notice, consent or direction to be given by the Supervisors shall be valid if signed by a majority of the Supervisors.

7 Secretary

7.1 The first Secretary is Campbells Corporate Services Limited of Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands.

7.2 The Directors have the power, exercisable by notice to the Foundation Company, to appoint or remove the Secretary or any assistant secretary provided always that there shall at all times be a qualified person as defined under the Acts appointed as the Secretary and no Secretary shall cease to hold office until a qualified person has been appointed in the Secretary’s place and the Registrar of Companies has been notified.

7.3 The remuneration of the Secretary shall be at such rate and on such terms as agreed in writing by the Directors.

7.4 The Secretary shall at all times comply with the requirements of regulatory laws as defined in section 2 of the Companies Act (as revised) and shall be entitled to receive from the Foundation Company and any Interested Person such information as the Secretary may reasonably require for such compliance.

7.5 Section 16 of the Foundation Companies Act, 2017 shall be observed.

8 General Meetings

8.1 The Foundation Company shall in each year of its existence hold a general meeting as its annual general meeting at the time and place appointed by the Secretary after consultation with the Directors.

8.2 The Secretary shall convene a general meeting when required to do so by written requisition of:

(a) the Supervisor; or

(b) any person who has the right to attend general meetings; or

(c) the Directors.

8.3 The persons who have the right to receive notice of, and to attend and have one vote each at, general meetings are:

(a) any members; and

(b) the Supervisor.

8.4 General meetings shall be convened by not less than twenty one days’ notice (exclusive of the day on which the notice was served) to everyone entitled to attend, unless all persons entitled to attend agree to short notice (or no notice). The notice shall state the place, day and hour of the meeting and the general nature of the business to be transacted. The accidental omission to give notice of a general meeting to any person so entitled or the non-receipt of a notice of a meeting shall not invalidate the proceedings at that meeting.

8.5 The persons present at the meeting shall elect one of their number to be chairman of the meeting. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

8.6 No business shall be transacted at a general meeting unless a quorum is present in person or by proxy when the meeting proceeds to business. The quorum is a majority of the persons entitled to attend.

8.7 At any general meeting of the Foundation Company, unless the Acts or these Articles otherwise provide, every motion proposed shall be decided by ordinary resolution of those present in person or by proxy and entitled to vote.

8.8 A resolution in writing signed by all persons for the time being entitled to vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the Foundation Company duly convened and held.

8.9 A general meeting may be held, and any person may participate in a meeting, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other, and such participation shall be deemed to constitute presence in person at the meeting.

9 Proxies

9.1 Any person entitled to attend and vote at a general meeting of the Foundation Company may by written instrument under hand, or if the appointor is a company or a corporation, either under the company’s or, as the case may be, corporation's seal or under the hand of an officer or attorney duly authorised, appoint a proxy to represent it at the general meeting of the Foundation Company.

9.2 The instrument appointing a proxy may be in any usual or common form or as otherwise acceptable to the chairman of the meeting for which the instrument is first presented.

10 Directors’ Meetings

10.1 Except as otherwise provided by these Articles, the Directors shall meet together for the despatch of business, convening, adjourning and otherwise regulating their meetings as they think fit. The Directors present shall elect one of their number to be chairman of the meeting. Questions arising at any meeting shall be decided by a majority of votes of the Directors present. Each Director shall have one vote. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

10.2 The Secretary on the written requisition of a Director shall, at any time summon a meeting of the Directors by at least five days’ notice (exclusive of the day on which the notice is served) in writing to every Director specifying the place, the day and the hour of the meeting and the general nature of the business to be transacted unless notice is waived by all the Directors either at, before or after the meeting is held.

10.3 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be at least two of the Directors then holding office, present in person; provided always that if there shall at any time be only a sole Director then the quorum shall be one.

10.4 The Directors shall cause minutes to be made in books provided for the purpose:

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors or their alternates present at each meeting of the Directors; and

(c) of all resolutions and proceedings at all meetings of the Foundation Company, and of the Directors.

10.5 Minutes of all meetings of the Directors shall be signed by the chairman of the meeting or the next succeeding meeting and a copy of the minutes shall be circulated to all Directors and the Secretary within thirty days after the meeting and in any event before the next scheduled meeting.

10.6 A resolution in writing signed by all the Directors for the time being shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened.

10.7 A meeting of the Directors may be held, and any Director may participate in a meeting, by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other, and such participation shall be deemed to constitute presence in person at the meeting.

10.8 A Director who is present at a meeting of the board of directors at which action on any Foundation Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment or termination thereof or shall forward such dissent by registered mail to the Secretary immediately after the adjournment or termination of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

10.9 All acts done by any meeting of the Directors (including any person acting as an alternate director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate director, or that they or any of them were disqualified, or had vacated their office, or were not entitled to vote, be as valid as if every such person had been duly appointed, not disqualified, not vacated their office and been entitled to vote.

10.10 A Director may by writing appoint any person to be an alternate director in his place. Any appointment or removal of an alternate director shall be by notice to the Foundation Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors. The person so appointed shall be entitled to attend, speak and vote at meetings of the Directors when the Director appointing him is not personally present and to sign any written resolution of the Directors and shall automatically vacate his office on the expiration of the term for or the happening of the event until which he is by the terms of his appointment to hold office or if the appointor in writing revokes the appointment or himself ceases for any reason to hold office as a Director. An appointment of an alternate director under this Article shall not prejudice the right of the appointor to attend and vote at meetings of the Directors and the powers of the alternate director shall automatically be suspended during such time as the Director appointing him is himself present in person at a meeting of the Directors. An alternate director shall be deemed to be appointed by the Foundation Company and not deemed to be the agent of the Director appointing him and shall alone be responsible for his own acts and defaults.

10.11 A Director may be represented at any meetings of the Directors by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director.

10.12 The provisions of these Articles applicable to alternate directors shall mutatis mutandis apply to the appointment of proxies by Directors, save that any person appointed as a proxy pursuant to the immediately preceding Article shall be the agent of the Director, and not an officer of the Foundation Company.

11 Registers

11.1 In addition to any other registers required to be maintained under the Acts from time to time, the Foundation Company shall maintain at its registered office:

(a) a register of Interested Persons which shall, inter alia, record:

(i) the date upon which a person first became an Interested Person, and upon which the person ceased to be an Interested Person; and

(ii) the name of the currently designated representative of such Interested Person in the case of a corporate member; and

(b) a register of its Supervisors containing:

(i) the names and addresses of its Supervisors;

(ii) the date on which each of its Supervisors was appointed; and

(iii) any date on which a Supervisor’s appointment ceased.

12 Accounts

12.1 The Directors shall cause proper books of account to be kept for:

(a) all funds received or expended or distributed by the Foundation Company and the matters in respect of which the receipt or expenditure takes place; and

(b) the assets and liabilities of the Foundation Company,

and proper books of account shall not be deemed to be kept if there are not kept such books as are necessary to give a true and fair view of the state of the Foundation Company’s affairs and to explain its transactions. Such books shall be kept at the registered office or such other place as may be determined by the Directors.

12.2 The books of account shall be open at any time in ordinary business hours to inspection by any Director, or a Supervisor, and any other person to whom a right of access has been granted under these Articles.

12.3 By notice to the Foundation Company, or a Supervisor may call for such reports, accounts, information and explanations from the Directors as to the administration of the Foundation Company as are described in the notice.

13 Auditors

13.1 The Directors may at any time appoint or replace an Auditor or Auditors of the Foundation Company. The remuneration of an Auditor shall be approved by the Directors.

13.2 Every Auditor shall have a right of access at all times in ordinary business hours to the books of account of the Foundation Company and shall be entitled to require from the Directors and officers of the Foundation Company such information and explanation, and access to vouchers and other documents, as the Auditor considers necessary for the performance of the Auditor’s duties.

14 Winding Up

14.1 The Foundation Company shall be wound up if the Supervisor delivers notice to the Foundation Company at its registered office declaring that it is to be wound up, attaching a copy of the minutes of a meeting of the Directors approving the winding-up of the Foundation Company (or written resolutions in lieu of meetings). The person designated in the Supervisor’s notice or if no liquidator is so appointed, then the Directors or such person as they shall appoint shall be the liquidator.

14.2 Subject to the provisions of the Memorandum and/or these Articles, in a winding up of the Foundation Company, surplus assets shall be distributed as the Directors director, if no such direction has been made by the Directors, distributed, paid or transferred to such objects as shall be decided by the liquidator in accordance with those objects specified in the Memorandum.

14.3 Neither the Members nor the Directors or Supervisor solely as such shall have the power or authority to wind up the Foundation Company or petition the Court to wind up the Foundation Company, except in the case of insolvency or for the purposes of a bona fide reorganisation intended to enable the Foundation Company to carry out its objects more efficiently.

15 Indemnity

15.1 Every Supervisor, Director, Secretary, or other officer of the Foundation Company (including alternate directors, proxy directors and former directors and officers), any trustee for the time being acting in relation to the Foundation Company (including any nominee member) and their heirs and personal representatives (each an “Indemnified Person”) shall be entitled to be indemnified out of the assets of the Foundation Company against all actions, proceedings, costs, damages, expenses, claims, losses or liabilities which they or any of them may sustain or incur by reason of any act done or omitted in or about the execution of the duties of their respective offices or trusts or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted except to the extent that any of the foregoing arise through his dishonesty.

15.2 No Indemnified Person shall be liable (a) for any loss, damage or misfortune whatsoever which may happen to or be incurred by the Foundation Company in the execution of the duties, powers, authorities or discretions of his office or in relation thereto, (b) for the acts, receipts, neglects, defaults or omissions of any other such Director or person or (c) by reason of his having joined in any receipt for money not received by him personally or (d) for any loss on account of defect of title to any property of the Foundation Company or (e) on account of the insufficiency of any security in or upon which any money of the Foundation Company shall be invested or (f) for any loss incurred through any bank, broker or other agent or (g) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on his part or (h) for any other loss or damage due to any such cause as aforesaid except to the extent that any of the foregoing arise through his dishonesty.

15.3 The Foundation Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Foundation Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Foundation Company (without interest) by the Indemnified Person.

15.4 The indemnification and exculpation provisions of these Articles are deemed to form part of the employment agreement or terms of appointment entered into by each Indemnified Person with the Foundation Company and accordingly are enforceable by such persons against the Foundation Company.

15.5 The Directors, on behalf of the Foundation Company, may purchase and maintain insurance for the benefit of any Indemnified Person against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Foundation Company.

16 Amendment of Memorandum

Subject to and insofar as permitted by the provisions of the Acts and the Memorandum (including without limitation the restrictions on alterations set out in clauses 13 and 14 (Amendment) of the Memorandum), the Directors may from time to time alter or amend its Memorandum, including with respect to its name and objects.

17 Alteration of Articles

17.1 Subject to the provisions of the Memorandum and/or these Articles restricting alterations, including Article 17.2, these Articles may be altered by the Directors.

17.2 These Articles may not, at any time, be amended to remove the Council or any rights, powers or duties conferred on the Council without authorisation by the Council.

18 Director or Officer Contracting with Foundation Company

18.1 A Director or alternate director may be or become a Director or other officer of, or otherwise interested in, any company promoted by the Foundation Company or in which the Foundation Company may be interested as a member or otherwise; and no Director or officer shall be disqualified by his office from contracting and/or dealing with the Foundation Company as vendor, purchaser or otherwise; nor shall any such contract or any contract or arrangement entered into by or on behalf of the Foundation Company in which any Director or officer shall be in any way interested be or be liable to be avoided; nor shall any Director or officer so contracting or being so interested be liable to account to the Foundation Company for any profit realised by any such contract or arrangement by reason of such Director or officer holding that office or the fiduciary relationship thereby established; provided that the nature of his interest must be disclosed by him at the meeting of the Directors at which the contract or arrangement is considered if his interest then exists, or in any other case, at the first meeting of the Directors after the acquisition of his interest. A Director, having disclosed his interest as aforesaid, shall be counted in the quorum and shall be entitled to vote as a Director in respect of any contract or arrangement in which he is so interested as aforesaid.

18.2 A general notice that a Director is a member of a specified firm or company and is to be regarded as interested in all transactions with that firm or company shall be a sufficient disclosure under the immediately preceding Article as regards such Director and the said transactions and after such general notice it shall not be necessary for such Director to give a special notice relating to any particular transaction with that firm or company. An interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

18.3 A Director may hold any other office or place of profit under the Foundation Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine.

18.4 A Director or alternate director may act by himself or his firm in a professional capacity for the Foundation Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate director; provided that nothing herein contained shall authorise a Director or alternate director or his firm to act as Auditor of the Foundation Company.

19 Officers

19.1 Officers of the Foundation Company may be elected by the Directors and may consist of a president, one or more vice presidents, a Secretary, one or more assistant secretaries, a treasurer, one or more assistant treasurers and such other officers as the Directors may from time to time think necessary.

19.2 All such officers shall perform such duties as may be prescribed by the Directors. They shall hold office until their successors are elected or appointed but any officer may be removed at any time by the Directors. If any office becomes vacant the Directors may fill the same. Any person may hold more than one of these offices and no officer need be a member or Director.

20 The Seal

20.1 The Foundation Company may, if the Directors so determine, have a Seal. The Directors shall provide for the safe custody of the Seal which shall only be used with the authority of the Directors or a committee of the Directors authorised in that regard. Every instrument to which the Seal shall be affixed shall be signed by a Director or other person authorised by the Directors for that purpose. Notwithstanding the provisions hereof, a Director, Secretary or other officer may affix the Seal to returns, lists, notices, certificates or any other documents required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere under his signature alone.

20.2 The Foundation Company may exercise the powers conferred by the Acts with regard to having a duplicate seal for use abroad and such powers shall be vested in the Directors.

21 Fiscal Year

The fiscal year of the Foundation Company shall end on 31 December in each year unless the Directors prescribe some other period therefor.

22 Notices

22.1 A notice may be given by the Foundation Company to any relevant person either personally or by sending it by courier, post, cable, telex, telefax or e-mail to him or to his registered address, or (if he has no registered address) to the address, if any, within or without the Cayman Islands supplied by him to the Foundation Company for the giving of notice to him.

22.2 Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier.

22.3 Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of fourteen days after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post. Any letter sent to an address outside the Cayman Islands shall be sent by reputable international courier.

22.4 Where a notice is sent by cable, telex, telefax or e-mail, service of the notice shall be deemed to be effected by properly addressing and sending such notice and to have been effected on the day received or, if such day is not a working day, on the next working day.

22.5 A notice may be given by the Foundation Company to the person or persons where the Foundation Company has been advised are entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in prepaid letter addressed to them by name, or by the title of representatives of the deceased or trustee of the bankrupt, or by any like description, at the address, if any, within or without the Cayman Islands supplied for that purpose by the persons claiming to be so entitled, or (until such an address has been supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

22.6 A notice shall be sufficiently given by the Foundation Company to the joint holders of record of a share by giving the notice to the joint holder first named on the Register in respect of the share.

22.7 A person who is present, either in person or by proxy, at any meeting of the Foundation Company or of the holders of any class of shares in the Foundation Company shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.

22.8 Every person who becomes entitled to any share shall be bound by any notice in respect of that share which, before his name is entered in the Register, has been given to the person from whom he derives his title.

22.9 Subject to the rights attached to shares, the Directors may fix any date as the record date for an allotment or issue. The record date may be on or at any time before or after a date on which the allotment or issue is made.

23 Disclosure

The Directors and the officers including any Secretary or assistant secretary and/or any its service providers (including the registered office provider for the Foundation Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the shares may from time to time be listed, any information regarding the affairs of the Foundation Company including, without limitation, any information contained in the register of Interested Persons and books of the Foundation Company.

24 Bylaws

24.1 The Directors may adopt bylaws that are not inconsistent with the Acts, the Memorandum or these Articles.

24.2 Bylaws may relate to any aspect of the business or affairs of the Foundation Company, or any of the duties or powers of the Directors or their delegates, or others who have duties or powers under these Articles including the way of achieving the Foundation Company’s objects, the benefitting of the investment, management and protection of the Foundation Company’s assets, the remuneration of Directors and their delegates, the delegation of the Directors’ duties and powers, the supervision of the management of the Foundation Company, and the appointment of advisers and other service providers.

24.3 The bylaws may be varied or revoked by the Directors and in accordance with the provisions of any such bylaws adopted.

24.4 The adoption or variation of bylaws shall not render any Director or other person liable for prior conduct.

24.5 No third party dealing in good faith with the Foundation Company need be concerned with the bylaws or their observance.