Bylaws

Foundation Companies Act, 2017

Foundation Company

Limited by Guarantee and Not Having a Share Capital

Adopted by Director Resolution dated 29 December 2022

1 Preliminary

1.1 The following are the bylaws of the Foundation Company.

1.2 In these bylaws:

(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;
“bylaws”	means these bylaws of the Foundation Company as from time to time amended in accordance with the terms hereof;
“Council”	means a council representing the DIMO Tokenholders (if any) in accordance with clause 3.5 of these bylaws, 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 private keys in accordance with clause 2.6 and 3.5 of these bylaws;
“DAO Treasury”	means the cryptocurrencies, stablecoins, DIMO Tokens, and other digital tokens owned by the Foundation Company;
“DAO Vote”	has the meaning assigned to it in clause 2.6 of these bylaws;
“DIMO DAO”	the DIMO decentralized autonomous organization;
“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Protocol”	means the collection of smart contracts that comprise the DIMO protocol, and as may be amended, modified, superseded, replaced or subject to new versions from time to time;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 corresponding to the smart contract 0x5fab9761d60419c9eeebe3915a8fa1ed7e8d2e1b on the Ethereum blockchain, the smart contract 0xE261D618a959aFfFd53168Cd07D12E37B26761db on the Polygon blockchain, or other smart contracts that may be deployed in the future that may be reasonably understood to represent the DIMO Token that gives the token holder the ability to participate in DIMO governance among other uses;
“DIMO Tokenholders”	means each holder of any DIMO Token from time to time;
“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;
“Governance Protocols”	means the governance protocols initially defined by DIP-1 https://docs.dimo.zone/governance/dip1 as may be modified from time to time by DAO Vote;
“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;
“Proposal”	has the meaning assigned to it in clause 2.6 of these bylaws;
“Secretary”	has the meaning assigned to it in the Articles;
“Stipulated Software Repository”	has the meaning assigned to it in clause 2.4 of these bylaws;
“Subsidiaries”	DIMO and DIMO Network, as applicable, each as defined in clause 2.3 of these bylaws;

(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 bylaws;

(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 these bylaws;

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

(k) 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 Purposes and Powers; DAO Governance

2.1 The Foundation Company has the powers and objectives stated in the Memorandum, the Articles and whatever powers are or may be granted by the Acts.

2.2 The objects for which the Foundation Company is established are stated in the Memorandum (each a “Purpose” and collectively, the “Purposes”).

2.3 For the purposes of the foregoing:

(a) the Foundation Company has incorporated DIMO Limited, a British Virgin Islands business company (“DIMO”), which in turn incorporated DIMO Network Limited, a British Virgin Islands business company (“DIMO Network”), in each case to conduct certain activities in relation to the DIMO Protocol. The Foundation Company is the sole director of DIMO and DIMO Network; and

(b) the Foundation Company (through its Subsidiaries) granting assets and/or monies and/or paying for accounts, services, programs, events, incentives, researchers, contractors and/or vendors in support of any of the Purposes is expressly permitted as set forth herein.

2.4 The Foundation Company (though its Subsidiaries) will at all times have a designated stipulated software repository consisting of the preferred or core instance of any and all software created, developed, maintained, or otherwise affected by the DIMO DAO, the Foundation Company, or any affiliates, subsidiaries, contractors, agents, or other related entities thereto, which initially shall consist of all repositories, files, and other materials and information located at and within https://github.com/DIMO-Network (including all sub-domains, sub-folders, private repositories, and similar thereto, the “Stipulated Software Repository”). These designations may be changed from time to time by valid DAO Vote to optimally further the Purposes.

2.5 The Foundation Company (including through its Subsidiaries) may establish from all and any of its or its Subsidiaries general funds, which include any DIMO Tokens, stablecoins and other cryptocurrencies, assets (including digital assets), and monies) a reasonable budget for its and / or its Subsidiaries own operation and maintenance, provided that 450,000,000 DIMO Tokens be reserved and designated for token issuances and not be considered as general funds unless authorised by DAO Vote. Funds designated as for grants or rendered services, without reference to a specific project or proposal, shall be considered un-earmarked and shall be deemed general funds for the purposes of this term with an annual limitation of US$500,000. This annual financial limitation may be changed from time to time by valid DAO Vote to further the Purposes.

2.6 In accordance with the Memorandum and Articles, and incorporating all relevant special resolutions thereto, and these bylaws, each DIMO Tokenholder, may submit and vote on binding proposals (each valid proposal which is (a) comprehensible, lawful (as determined in good faith by the Board), in keeping with the Purposes, and (b) made in accordance with and subject to any applicable thresholds, restrictions, guidelines and parameters in the Stipulated Software Repository and pursuant to the Governance Protocols of the DIMO DAO, a “Proposal”; and each validly passed Proposal in accordance with the Governance Protocols of the DIMO DAO, a “DAO Vote”).

2.7 Notwithstanding the foregoing and for the avoidance of doubt, (a) no DIMO Tokenholder is or shall ever be a member and (b) nothing herein nor in the Governance Protocols or the Memorandum and Articles shall be construed to endow or imbue any DIMO Tokenholder with any claim on Foundation Company or Subsidiary assets or any other rights that resemble those customarily attributable to equityholders. The DIMO DAO is represented by the Foundation Company, which represents the DIMO DAO’s interests in connection with contractual and legal processes, including regulatory compliance.

3 Proposals; DAO Votes; Council.

3.1 The Foundation Company (directly or indirectly through its Subsidiaries), by duly authorized power under the Memorandum and Articles and as duly instructed and/or authorised by DAO Vote or the Council, where the Council is authorized by the Governance Protocols and/or DAO Vote to instruct and/or authorize, may undertake any lawful actions permitted under the Acts, the Memorandum and Articles and so directed by DAO Vote or the Council, including but not limited to, directly or indirectly through its Subsidiaries: (i) awarding (or directing its affiliates to award) grants to entities or individuals for software development or related projects, business development, research, legal and consulting services, audits, hackathons, bug bounties, events and marketing or any applicable participants or contractors in connection with any of the foregoing, or to other decentralized autonomous organizations or similar entities or persons, including awarding grants pursuant to DAO Votes that are consistent with the Purposes, (ii) issuing DIMO Tokens, and (iii) undertaking the special resolutions of the Foundation Company from time to time (including affecting necessary legal agreements, licenses, or registrations as necessary and contemplated by the foregoing), in accordance with the Purposes.

3.2 Proposals may be submitted by any DIMO Tokenholder subject to the Governance Protocols and any frequency restriction or other parameter so designated by the DIMO DAO. All DIMO Tokenholders are eligible voters upon Proposals, excluding the Foundation Company itself or its Subsidiaries, as may be subject to vote weighting or delegation or such thresholds in accordance with the Governance Protocols of the DIMO DAO and terms of applicable Proposals.[1] Upon making a Proposal, or voting on a Proposal, such DIMO Tokenholders confirm their accession to the DIMO Terms and Conditions (as accessible at https://dimo.zone/legal/terms-of-use or other domain specified by DIMO DAO, the Foundation Company or any of its affiliates, the “Terms and Conditions”). The Terms and Conditions shall require that DIMO Tokenholders covenant, represent and warrant their compliance with all related regulatory conditions, including but not limited to sanctions compliance and anti-money laundering (AML) procedures, and adhere to any such related covenants as provided from time to by the Foundation Company or its Subsidiaries, which shall in any case be no less stringent than the ones in place on the date of the Foundation Company’s formation and of the adoption of these bylaws.

3.3 Grants pursuant to clause 3.1 above may be in the form of any asset held by the Foundation Company (directly or indirectly through its Subsidiaries) and/or DIMO DAO, including but not limited to cryptocurrencies, stablecoins, DIMO Tokens, other digital tokens, or assets (including digital assets), national (fiat) currencies, or real or tangible personal property.

3.4 The Directors shall observe, implement, carry out, action, and execute any and all DAO Votes with best efforts and in a commercially reasonable and timely manner, subject to any applicable limitation on any Director pursuant to any fiduciary duties to the Foundation Company, statutory requirements of the Acts or other applicable law, the Memorandum and the Articles, and where applicable and necessary for entering into agreements or arrangements on behalf of the Foundation Company (including on behalf of the Subsidiaries, in their capacity as a director of the Foundation Company).

3.5 The Council.

(a) The Council shall be established by DAO Vote and shall be constituted from time to time by DIMO Tokenholders or such other interested parties as approved by DAO Vote, in each case as selected by DAO Vote, provided that the appointment of any member to the Council shall be subject to completion and delivery of all AML and KYC forms as may be requested by the Directors in order to be satisfied that applicable anti-money laundering, counter terrorist financing and counter proliferation financing laws, regulations and guidance of the Cayman Islands or the British Virgin Islands have been met, and/or in order to comply with the Foundation Company’s (or its Subsidiaries) anti-money laundering or other compliance procedures.

(b) Each member of the Council shall hold his or her position until his or her successor shall have been duly elected and appointed in accordance with clause 3.5(a) above, or until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided.

(c) Members of the Council may be removed from such position at any time, with or without cause, by DAO Vote or the Council by delivering notice to the Foundation Company.

(d) The Council shall have the power to represent the DIMO Tokenholders for the purposes as expressly stated in these bylaws, the Memorandum and the Articles, subject to being duly authorised by DAO Vote.

(e) Subject to any applicable DAO Vote establishing the Council, if there is more than one member of the Council, the Council shall act by majority and, in any such event, any written notice, consent or direction to be given by the Council shall be valid if signed by a majority of the Council members.

(f) The Council shall meet in person or virtually at least once a month.

(g) The DAO Vote establishing the Council may:

a. provide for ongoing governance and voting provisions for the Council, including general conduct expected from the Council;

b. give the members of the Council rights to reasonable remuneration or indemnity by the Foundation Company or its Subsidiaries; and

c. provide for the termination of the Council at a specified time or in specified circumstances.

(h) The DAO Vote appointing a specific member of the Council may:

a. restrict, enlarge or exclude any or all of the voting and other rights or powers of such member in their capacity as a member of the Council; and

b. provide for the termination of the member’s appointment at a specified time or in specified circumstances.

(i) The Council shall keep minutes of all meetings and record them in the Stipulated Software Repository if not otherwise detailed in a DAO Vote or otherwise publicly accessible.

4 Offices

4.1 The registered office of the Foundation Company shall be at c/o Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands. The Foundation Company shall have a designated registered office in accordance with law and shall maintain it continuously.

4.2 Subject to applicable laws, the Foundation Company or its Subsidiaries may have offices at other places within and outside the Cayman Islands.

5 Members

In accordance with the Memorandum, the Foundation Company does not have any members at the date of adoption of these bylaws. The Directors may at a future time, only if expressly authorised by the Council and in accordance with the Memorandum and Articles, create one or more classes of membership. In such case, the membership classes and members individually must be created or admitted in keeping with the Purposes and the Acts.

6 Board of Directors

6.1 General Powers. Subject to the limitations of the Memorandum, Articles and these bylaws, all corporate powers shall be exercised by or under the authority of the Directors, provided such Directors shall act in furtherance of the Purposes, including by effecting DAO Votes, subject to any applicable limitation on any Director pursuant to any fiduciary duties to the Foundation Company, statutory requirements of the Acts or other applicable law, the Memorandum and the Articles.

6.2 Number and Qualification. The number of Directors shall be the number of Directors elected from time to time in accordance with the Articles and these bylaws but shall never be less than one (1) and shall never be more than ten (10). The minimum or maximum number of Directors may be increased or decreased from time to time by DAO Vote. The Directors need not be members of the Foundation Company or residents of the Cayman Islands so long as a majority of Directors still reside in the Cayman Islands

6.3 Annual Meetings. The Directors shall hold at least one annual meeting unless a written resolution has been signed by the Directors and passed in such year, as permitted by the Articles and the Acts.

6.4 Appointments. Directors, shall have the right at any time from time to time to appoint any person to be a Director (including any person who may be nominated by DIMO Tokenholders to be a 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 bylaws and the Articles. DIMO Tokenholders, by DAO Vote, shall have to right to nominate persons to be a Director only, and the appointment of such persons as a Director shall be subject to approval by the Directors. A Director’s appointment (including a Director appointed by the Directors in accordance with the Articles) shall last until he or she:

(a) is removed in accordance with clause 6.5 below; or

(b) is prohibited by law from serving as Director; or

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

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

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

(f) is determined by majority of the other Directors, acting in good faith, to have committed a felony or any crime of moral turpitude at any time during the five (5) years) prior to such resolution of the other Directors; or

(g) is determined by a majority of the other Directors, acting in good faith, to have embezzled Foundation Company (or Subsidiary) resources or using the Foundation Company (or a Subsidiary) for self-dealing or any illegal or conflicting purpose (including all actions taken as an ostensible or apparent representative or agent of the Foundation Company or Subsidiary); or

(h) enters or threatens to enter into legal conflict with the Foundation Company or a Subsidiary; or

(i) is determined by a majority of the other Directors, acting in good faith, to have knowingly violated or disparaged the Purposes; or

(j) is determined by a majority of the other Directors, acting in good faith, to have been unavailable for a period of at least sixty (60) days from the first and thirty (30) days from the last bona fide contact attempt, with at least two such contact attempts required.

6.5 Removal. Any Director or Directors may be removed from office in accordance with the Articles with or without cause.

6.6 Minutes. The Directors shall keep minutes of all meetings and record them in the Foundation Company’s minute book or the Stipulated Software Repository if not otherwise detailed in a DAO Vote or otherwise publicly accessible.

6.7 Budget and Disbursements. The Directors may budget for and otherwise pay reasonable costs. However, remuneration paid to Directors must be approved by DAO Vote at the time of their appointment with any subsequent increases, if applicable, to be confirmed by DAO Vote, and the Board shall not pay to its Directors a salary or similar compensation for service on the Board unless there are sufficient funds to do so after considering the Foundation Company's current and anticipated mandatory operating costs and all other duly authorised payables. All funds management and investment contracts, Director contracts, officer and employee contracts must be pursuant to a duly authorised written agreement. All disbursements from the DAO Treasury must be pursuant to a valid DAO Vote (either directly or by delegation thereof).

6.8 Treasury Management; Investment. The Foundation Company, by DAO Vote, may place its (or its Subsidiaries) DAO Treasury, except the 450,000,000 DIMO Tokens reserved for issuance, and other funds or portions thereof with professional third parties or audited third party protocols to preserve and to prospectively grow the Foundation Company’s (or its Subsidiaries) treasury, and pay reasonable fees for such service. In doing so, the Directors shall also ensure adequate demand liquidity to cover the Foundation Company’s regular and necessary costs and known outstanding liabilities. Neither the board of Directors, nor any individual Director, may directly invest, speculate, or engage in hedging with the Foundation Company’s funds.

7 Officers, Employees and Contractors

7.1 Officers. The officers of the Foundation Company (each, an “Officer”) may include a President, Secretary, and Treasurer, each of whom shall be elected by the Directors. Any two or more offices may be held by the same person. A failure to elect a President or Treasurer shall not affect the existence of the Foundation Company, but there must always be a “qualified person” as defined in the Acts appointed as Secretary. If there is a change in Secretary, the Foundation Company must notify the DIMO DAO in writing or electronic notice within 10 business days of the change in Secretary.

7.2 Election and Term of Office. Other than the Secretary, any Officers may be elected and appointed by the Directors, provided that such Officers were first nominated by a DAO Vote or the Council by delivering notice to the Foundation Company. Each Officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided.

7.3 Removal. Other than the Secretary, any Officer may be removed from office at any time, with or without cause, by DAO Vote or the Council by delivering notice to the Foundation Company. Removal shall be without prejudice to any contract rights of the person so removed, but election of an Officer shall not of itself create contract rights.

7.4 Vacancies. Vacancies in offices, however occasioned, may be filled at any time by election by the Directors for the unexpired terms of such offices.

7.5 Officer Compensation. The reasonable salaries or grant amounts of the Officers (excluding the Secretary) shall be fixed from time to time pursuant to any applicable DAO Vote, and no Officer shall be prevented from receiving such reasonable compensation by reason of the fact that he or she is also a Director.

7.6 Delegation of Duties. In the absence or disability of any Officer or for any other reason deemed sufficient by the Directors, the Directors may delegate his or her powers or duties to any other Officer or Director.

7.7 Employees and Independent Contractors. Non-officer employees and independent contractors as may be deemed appropriate may be appointed by the Directors or by DAO Vote from time to time. Employees may have such duties, salaries, grant amounts, pay schedules, terms, and tenures as may be deemed appropriate by such Director resolution or DAO Vote (as applicable), or otherwise by the Directors; however, all must be terminable for cause. No employee shall be prevented from receiving a salary by reason of the fact that he or she is also a Director.

8 Sub-DAOs.

8.1 Creation of Sub-DAOs. The DIMO DAO may, by DAO Vote, designate decentralized autonomous organizations which further any Purpose and which may be individuals, unincorporated contributors, third party entities, or wholly owned subsidiaries of DIMO DAO and the Foundation Company (each, considering and including any legal entity corresponding to or governed by such decentralized autonomous organization, a “Sub-DAO”). Such Sub-DAOs shall have such functions and responsibilities and may exercise such power as can be lawfully delegated and to the extent provided in the resolution or DAO Vote creating such Sub-DAO.

8.2 Minutes. Each Sub-DAO shall keep regular minutes of its proceedings and its accounts and finances and report the same to the Foundation Company and DIMO DAO within ten business days of written request if not already publicly accessible and reviewable.

9 Books, Records and Reports

9.1 Report. Any Director or designee of a Director shall, upon lawful request, provide an annual report to the board of Directors not later than four (4) months after the close of each financial year of the Foundation Company. Such report shall include a balance sheet as of the financial year end of the Foundation Company and a revenue and disbursement statement for the year ending on such date. Absent a formal lawful request for a specific form of balance sheet or revenue and disbursement statement from the Foundation Company, the publicly visible blockchain address (and transactions thereto) of DIMO DAO will serve as such a report or financial statement for the Foundation Company to extent permissible under the Acts.

9.2 Inspection of Records. Any person who is a Director or designee thereof of the Foundation Company or a Subsidiary shall have the right, for any proper purpose and at any reasonable time, on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of the Foundation Company or those of the Contractors with respect to their Foundation Company or Subsidiary-related work and services. For the purposes of this provision, electronic storage of records in a digital services account registered to the Foundation Company or in a Stipulated Software Repository but not physically located in or hosted from its registered office shall be considered to be stored or located at the registered office of the Foundation Company. Absent a formal lawful request for a specific form of balance sheet or revenue and disbursement statement or records from the Foundation Company, the Stipulated Software Repository and publicly visible blockchain address of DIMO DAO will serve as such a report or financial statement or records for the Foundation Company to extent permissible under the Act.

10 Contracting with Directors and Officers

The Foundation Company may contract in due course with its members (if any exist), Directors, and Officers and may transfer, remit, reapportion or destroy DIMO Tokens held in its (or its Subsidiaries) treasury or distributed to the governance contract or DIMO Tokenholders or otherwise received from third parties.

11 Amendments

These bylaws may be altered, amended, or replaced and new bylaws may be adopted by the Directors subject to the authorisation of the Council or without authorisation from the Council if the Council is not formed or duly constituted at such time.

12 Conflicts

12.1 Pursuant to the Articles, the Directors may adopt bylaws that are not inconsistent with the Acts, the Memorandum or the Articles.

12.2 If at any time any provision of these bylaws is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of these bylaws; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these bylaws.

12.3 If any provision of these bylaws is so found to be (i) inconsistent with the Acts, the Memorandum or the Articles, or (ii) illegal, invalid or unenforceable but would be (i) consistent with the Acts, the Memorandum or the Articles, or (ii) legal, valid or enforceable (as applicable), if some part of the provision were modified or deleted, the provision in question shall apply with such modification(s) or deletion(s) as may be necessary to make it valid and enforceable as determined by the Directors.