Corda Network Foundation Document history

Articles of Association

Informal translation in the English language of the substance of the original notarial deed of incorporation of Corda Network Foundation Stichting in the Dutch language. In this translation an attempt has been made to be as literal as possible, without jeopardising the overall continuity. Inevitably, differences may occur in the translation, and if so, the Dutch text will govern.

INCORPORATION OF A FOUNDATION (STICHTING)

CORDA NETWORK FOUNDATION STICHTING

On the fourth day of December two thousand eighteen appeared before me, Mr. Maarten Jan Christiaan Arends, civil law notary (notaris) in Amsterdam, The Netherlands: Mr Tom Smeele, in this matter with residence at the offices of Clifford Chance LLP, Droogbak 1a, 1013 GE Amsterdam, The Netherlands, born in Eindhoven, The Netherlands on the twelfth day of April nineteen hundred ninety, in this respect acting as attorney-in-fact, duly authorised in writing, of: R3 LLC, a limited liability company incorporated under the laws of Delaware, having its office address at 11 West 42nd Street, floor 8, New York, NY 10036 and registered with the State of Delaware under number 5971617 (the “Founder” or “R3”). The authorisation of the person appearing appears from one (1) written power of attorney, which shall be attached to this deed (Schedule 1).

The person appearing has declared that the Founder incorporates a foundation (stichting) (the “Foundation”) with the following articles of association:

ARTICLES OF ASSOCIATION

1. NAME, SEAT

1.1 The name of the Foundation is: Corda Network Foundation Stichting. 1.2 The seat (statutaire zetel) of the Foundation is in the municipality of Amsterdam, The Netherlands.

2. OBJECTIVES

The Founder has released open source distributed ledger platform software, available for use pursuant to an Apache License available at github.com/corda/ (“Corda Open Source”). The Founder (or one of the Founder’s affiliates) may also license its enterprise distributed ledger platform software (“Corda Enterprise”), which may incorporate portions of Corda Open Source. Corda Open Source and Corda Enterprise are collectively referred herein as “Corda”.

The objectives of the Foundation are:

  • to maintain and supervise the long-term standards, services and open governance model of a global network of interconnected and interoperable set of Corda nodes, which operate the protocol of Corda (the “Network”), enabling many independent applications and shared business services, each with their own business models and membership criteria;
  • to ensure that the Network continues to be updated to the most current and up- to-date Corda protocol version. This includes coordinating with the open source project wherein the Corda protocol is currently specified (the “Open Source Project”) and accepting evolutions of the Corda protocol;
  • to achieve the vision of Corda as defined in any platform and technical whitepapers;
  • to promote the ubiquity and utility of Corda throughout all applicable industries and commercial use cases;
  • to commission the provision and operation of infrastructure and services for the Network, both of technical services, and infrastructure needed for meetings, events and collaborative discussions, and provide structure around the business and technical governance of the Network;
  • to set minimum standards for the provision of notary services;
  • to curate a diverse and vibrant community of industry experts, Corda contributors, users and services, including developers, service and solution providers and end users;
  • to balance the divergent interests of a wide range of stakeholders, including business network operators, Corda customers and open source developers;
  • to set up any advisory committees in relation to the Network to assist the board in such matters as the board may request;
  • to supervise and monitor any Network operator’s (the “Operator”) performance to ensure that the Network operates in an effective, efficient and ethical manner;
  • to hold the Network’s Trust Root to be employed for creation of operational certificates independently from the Operator; and
  • to enter into any agreements in relation to any of the matters mentioned above, including but not limited to the Participant Terms of Use (as defined in clause 8.1 herein); and in all matters related or conducive to the above, with the objectives to be given their most expansive possible interpretation. The objectives of the Foundation do not explicitly provide for the making of profit and/or the pursuit of commercial interests.

3. BOARD: COMPOSITION, APPOINTMENT, RETIREMENT

3.1 The Foundation shall be managed by a board consisting of a minimum of two (2) and a maximum of eleven (11) directors (or such other maximum as the Participants Community (as defined in clause 8.5 herein) may determine from time to time) and, in case the Participants Community is not established, the board has the right to determine the number of board directors. If the board is not constituted in accordance with the above, it shall nonetheless retain its powers.
3.2 Only individuals may be appointed as directors.
3.3 The board has the right to appoint the board’s chair from its members at the first board meeting following the chair position becoming vacant.
3.4 R3 shall appoint the two (2) initial directors. R3 has the right to, at any time and in its sole discretion, replace any director appointed by it. As soon as the board will consist of more than two (2) directors, the directors in excess of the two (2) appointed by R3 will be appointed by the Participants Community in accordance with the provisions set forth in the By-Laws. Any vacancies which arise shall be filled as soon as possible.
3.5 Each of the directors:
3.5.1 appointed by R3 may at any time be suspended or removed from office by R3; and . 3.5.2 appointed by the Participants Community may at any time be suspended or removed from office pursuant to a resolution of the board adopted in a meeting by a two-thirds (2/3) majority of the votes cast in a meeting where at least two-thirds (2/3) of all directors are present or represented.
3.6 Without prejudice to article 2:298 Dutch Civil Code, a director shall cease to hold his position as a director in the following events:
3.6.1 end of term of appointment;
3.6.2 voluntary resignation of a director;
3.6.3 dismissal of a director;
3.6.4 death of a director;
3.6.5 bankruptcy (faillissement) of a director;
3.6.6 guardianship (onder curatele stelling) of a director;
3.6.7 appointment of an administrator for a director pursuant to any statutory provision; and . 3.6.8 a director being absent at three (3) consecutive board meetings.

4. DUTIES OF THE BOARD

4.1 Subject to the restrictions imposed by these articles of association, the board is charged with the management of the Foundation in accordance with its objectives.
4.2 The board shall not be authorised to resolve to enter into agreements to acquire, sell or encumber real estate property assets.
4.3 The board shall not be authorised to resolve to enter into agreements whereby the Foundation acts as guarantor or joint and several co-debtor, or guarantees or secures the debts of a third party.

5. BOARD MEETINGS

5.1 Each year, within six (6) months after the end of the financial year, a meeting of the board shall be held in order to discuss and adopt the balance sheet and the statement of income and expenses of the Foundation.
5.2 Other meetings of the board will be held not less than every six (6) months and not more than every two (2) months, except for urgent matters for which the chair can call a board meeting at one (1) day’s notice.
5.3 The meetings of the board can be convened by any director in writing, at least fourteen (14) days prior to the meeting, mentioning the place, date and time of the meeting as well as the items to be discussed. Unless clause 6.2 is applicable, valid resolutions cannot be adopted in a board meeting if these formalities have not been complied with. In case of urgency and at its own discretion, the chair of the board can convene a meeting of the board in writing, at least one (1) day prior to the meeting, mentioning the place, date and time of the meeting as well as the items to be discussed.
5.4 Meetings of the board will be chaired by the chair unless the chair is not present, in which case the directors participating in the meeting will appoint another director as acting chair for that meeting only.
5.5 The chair shall appoint an individual who shall keep the minutes of the discussions and resolutions taken during the meeting. The minutes shall be signed by the chair.
5.6 Meetings of the board can be held and attended by telephone, by videoconference or by other means of communication (whether or not electronic), that enable those present to communicate with each other simultaneously, provided that the chair has established that all directors wishing to participate in the meeting are able to participate in the meeting in such other way.
5.7 A director may be represented by another director at meetings of the board pursuant to a written power of attorney. Such power of attorney may only be valid in connection with the meeting specified therein, and provided no director may represent more than one additional director at each meeting.

6. DECISION MAKING PROCESS

6.1 Each director shall have one vote. If no larger majority is prescribed by these articles of association or the By-Laws, all resolutions of the board shall be adopted in a meeting by an absolute majority of the votes cast.
6.2 If all of the directors are present or represented at a board meeting, valid resolutions can be adopted on all items brought up for discussion, provided that these resolutions are adopted unanimously, even if the formalities prescribed by these articles of association for the convocation and holding of board meetings have not been complied with.
6.3 Resolutions of the board may also be adopted without holding a meeting, provided that all directors have been given the opportunity to express their opinion on the proposed resolution in writing, the required majority of the directors have expressed themselves in writing in favour of the relevant proposal and none of those directors have objected, on reasonable grounds, to this manner of decision making process.
6.4 The board may adopt board regulations setting out further rules regarding, amongst other things the composition, meeting and decision making processes of the board (the “By-Laws”).

7. REPRESENTATION

7.1 The board is authorised to represent the Foundation. Two (2) directors of the board acting jointly are also authorised to represent the Foundation.
7.2 Clause 7.1 also applies in the event of a conflict of interest between the Foundation and one or more directors.
7.3 The board shall be authorised to grant a power of attorney on behalf of the Foundation to a director or third parties to represent the Foundation within the limits laid down in the power of attorney.

8. PARTICIPANTS

8.1 Participants are legal entities and/or their representatives who have entered into (or will enter into) a participation agreement referred to as “Participant Terms of Use” with the Foundation (together referred to as the “Participants”).
8.2 Particpants that are admitted to the Foundation by the board of the Foundation become either Participants with voting rights in the Participant Community or Participants without voting rights in the Participant Community, all in accordance with Clause 8.3 and with the By-Laws.
8.3 The board may at its own discretion determine which Participant, or a specific category of Participants, is (i) allowed to cast a vote in the Participants Community or not, and (ii) under an obligation to the Foundation to pay such a contribution as shall be set each year by the board, all in accordance with the relevant Participant Terms of Use.
8.4 The board shall keep an up-to-date register in which the names, the addresses and the voting rights of all the Participants shall be reflected. Each Participant shall be required to provide his or her electronic address to the board in writing. The notification of an electronic address for entry in the register of Participants shall imply that the Participant in question agrees to receive all notices and communications in electronic form.
8.5 The board may adopt in the By-Laws regulations, setting out further, amongst other things: (i) rules regarding the composition, meeting and decision making processes of the Participants (the “Participant Community) and (ii) rules regarding the responsibilities of any other committees of the Foundation.

9. INDEMNIFICATION OF DIRECTORS

9.1 The Foundation (including its successors and assigns) shall indemnify any person (including by paying the fees and expenses of the director’s attorney directly to such adviser) who is or was a director and who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Foundation) by reason of the fact that he/she is or was a director of the Foundation (an “indemnified person”) against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Foundation, and, with respect to any criminal action or proceeding, had no cause to believe his/her conduct was unlawful or outside of his/her mandate (nor should have had such cause to believe, having made all reasonable enquiries as would be expected of a director acting in compliance with all applicable laws, codes of conducts and best industry practices). The termination of any action, suit or proceeding by a judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and not in a manner which he/she reasonably could believe to be in or not opposed to the best interests of the Foundation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. For the purposes of clause 9.1, prior to agreeing to settlement and/or fronting any amounts in respect of third-party claims, the relevant director shall (i) notify the Foundation of such claim immediately upon becoming aware of such claim; (ii) consult with the Foundation to obtain the Foundation’s consent to the terms of such settlement (unless such consultation is prohibited by law); (iii) take all reasonable steps to limit any such expenses (including attorneys’ fees), judgements, fines and amounts paid in settlement, and (iv) use best endeavours to agree that a term of any such settlement will be the absolving of the Foundation from any and all further liability arising out of or in connection with such settled claim.
9.2 An indemnified person shall not be entitled to any indemnification as mentioned in clause 9.1 as far as the indemnified person has gained personal profit, benefits or remuneration to which he/she was not entitled, or in case the indemnified person has acted through fraud, wilful misconduct, gross negligence or breached their duties under applicable law as determined by the court in a final and binding judgment.
9.3 Any indemnification by the Foundation referred to in clauses 9.1 and 9.2, shall (unless ordered by a court) only be made by the Foundation upon a determination by the Foundation that indemnification of the director is proper under the circumstances because he / she had met the applicable standard of conduct set forth in clauses 9.1 and 9.2 and all applicable laws.
9.4 The indemnification provided for by this article 9 shall not be deemed exclusive of any other right to which an indemnified person may be entitled under the laws of the Netherlands, as from time to time amended or under any by-laws, agreement, resolution of the general meeting or otherwise, both as to actions in his/her official capacity and as to actions in another capacity while holding such position, and shall continue as to a person who has ceased to be a director and shall also inure to the benefit of the heirs, executors, administrators and the estate of an indemnified person.
9.5 The Foundation may purchase and maintain insurance on behalf of the director.

10. FINANCIAL YEAR, ANNUAL ACCOUNTS

10.1 The financial year of the Foundation shall be the calendar year.
10.2 The board shall administer the financial condition of the Foundation and everything relating to its activities as such activities may require, and keep the books, records and other database pertaining thereto in such manner that its rights and obligations can be ascertained at any time.
10.3 Each year, within six (6) months after the end of the financial year, unless this term is extended by the legally accepted term, the board shall prepare the balance sheet and the statement of income and expenses (the “Annual Accounts”).
10.4 The board may appoint an accountant to audit the Annual Accounts.
10.5 The board shall retain the books, records and other database referred to in clauses 10.2 and 10.3 for seven (7) years.

11. AMENDMENT TO ARTICLES OF ASSOCIATION

11.1 The board shall be authorised to amend these articles of association pursuant to
11.1.1 a resolution of the board adopted in a meeting by a three-fourths (3/4) majority, of the votes cast in a meeting where at least two-thirds (2/3) of all directors are present or represented; or . 11.1.2 a unanimous resolution in writing of all directors adopted without holding a meeting.
11.2 An amendment to the articles of association shall become effective only after a notarial deed thereof has been executed. Each individual director as well as any person authorised by the board thereto shall be authorised to execute such deed.

12. WINDING-UP AND LIQUIDATION

12.1 The board shall be authorised to wind up the Foundation pursuant to a resolution of the board adopted in a meeting by a three-fourths (3/4) majority, including at least one R3 director, of the votes cast in a meeting where at least two-thirds (2/3) of all directors are present or represented.
12.2 Clause 11.2 shall apply mutatis mutandis to a board resolution to wind up the Foundation.
12.3 The resolution to wind up the Foundation shall determine how the Foundation’s funds remaining after the payments of its debts are to be used. The surplus shall be allocated to those who are Participants at the time when the resolution to dissolve the Foundation is passed. The surplus shall be divided pro rata to the contribution paid by each Participant in the last financial year, except as otherwise decided by the board in its resolution to dissolve the Foundation. However, the resolution to dissolve the Foundation may also determine that the surplus on winding-up must be applied differently.
12.4 The directors shall be charged with the liquidation of the affairs of the Foundation, unless the board appoints one or more other persons for that purpose.
12.5 During the liquidation the provisions of these articles of association shall remain in force to the fullest extent possible.
12.6 The liquidation shall furthermore be subject to the provisions of Title 1, Book 2 of the Dutch Civil Code.

13. FINAL PROVISION

The first financial year of the Foundation shall end on the thirty-first day of December, two thousand and nineteen (2019). This provision shall lapse after the end of the first financial year.

FINAL STATEMENT . Finally, the person appearing made the following statements:
(i) the board shall consist of two (2) directors;
(ii) the first directors are:
James William George Carlyle, residing at {redacted}, London, United Kingdom and born on 17 June 1966; and Carolyne Quinn, residing at {redacted}, London, United Kingdom and born on 12 April 1984.
THIS DEED, was executed in Amsterdam on the date first above written.
The person appearing is known to me, civil law notary.
The essential contents of this deed were communicated and explained to the person appearing. The identity of the person appearing has been established by me, civil law notary, by way of a document meant for that purpose. The person appearing then declared to have noted and approved the contents and did not want a full reading thereof. Thereupon, after limited reading, this deed was signed by the person appearing and by me, civil law notary.