iN8 Network DAO By-Laws

by laws of in8 network, lld article i offices section i 01 offices the address of the registered office of in8 network, lld (hereinafter called the "dao") in the state of utah decentralized autonomous organization shall be at xxx xxxxx xx, xxxxxx, xxxx, xxxxx the dao may have other offices, both within and without the state of utah, as the board of directors of the dao (the "board of directors") from time to time shall determine or the business of the dao may require section i 02 books and records any records administered by or on behalf of the dao in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method with the preference to be stored and maintained “on chain” and done in accordance with the governing smart contracts applicable to the dao article ii meetings of the stakeholders section ii 01 place of meetings all meetings of the stakeholders shall be held at such place, if any, either within or without the state of utah, or by means of remote communication, as shall be designated from time to time by resolution of the board of directors and stated in the notice of meeting and done in accordance with the governing smart contracts section ii 02 annual meeting the annual meeting of the stake holders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the board of directors and stated in the notice of the meeting and done in accordance with the governing smart contracts section ii 03 special meetings special meetings of stakeholders for any purpose or purposes shall be called pursuant to a resolution approved by the board of directors and may not be called by any other person or persons the only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting and done in accordance with the governing smart contracts section ii 04 adjournments any meeting of the stakeholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are provided in accordance with applicable law if it is done in accordance with the governing smart contracts at the adjourned meeting, the dao may transact any business which might have been transacted at the original meeting section ii 05 notice of meetings notice of the place, if any, date, hour, the record date for determining the stakeholders entitled to vote at the meeting (if such date is different from the record date for stakeholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stakeholders shall be given by the dao not less than 10 days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stakeholders entitled to notice of the meeting as set forth in the governing smart contracts notices of special meetings shall also specify the purpose or purposes for which the meeting has been called and cannot be called unless it is so outlined in the governing smart contract section ii 06 list of stakeholders the dao shall maintain an “on chain” generic ledger of all company proposals as well as those who participate in the voting of each matter presented section ii 07 quorum unless other wise required by law, the dao's certificate of incorporation (the "certificate of incorporation") or these by laws, at each meeting of the stakeholders, a majority in voting power of the token holders of the dao entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum if, however, such quorum shall not be present or represented at any meeting of the stakeholders, the stakeholders entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in section 2 04, until a quorum shall be present or represented a quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum at any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called section ii 08 conduct of meetings the board of directors may only adopt a resolution which is presented in the normal course of the rules set forth by the smart contracts and has been approved by the majority of token voting stakeholders section ii 09 voting; proxies intentionally omitted section ii 10 inspectors at meetings of stakeholders intentionally omitted section ii 11 consent of stakeholders without a meeting any action to be taken at any annual or special meeting of stakeholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing or by electronic transmission, setting forth the action to be so taken, if done in accordance with the governing smart contract section ii 12 fixing the record date (a) in order that the dao may determine the stakeholders entitled to notice of or to vote at any meeting of stakeholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting if the board of directors so fixes a date, such date shall also be the record date for determining the stakeholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination if no record date is fixed by the board of directors, the record date for determining stakeholders entitled to notice of or to vote at a meeting of stakeholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held a determination of stakeholders of record entitled to notice of or to vote at a meeting of stakeholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the determination of stakeholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for stakeholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stakeholders entitled to vote therewith at the adjourned meeting (b) in order that the dao may determine the stakeholders entitled to consent to corporate action without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors if no record date has been fixed by the board of directors, the record date for determining stakeholders entitled to consent to corporate action without a meeting (i) when no prior action by the board of directors is required by law, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the dao by delivery (by hand, or by certified or registered mail, return receipt requested) to its registered office in the state of delaware, its principal place of business, or an officer or agent of the dao having custody of the book in which proceedings of meetings of stakeholders are recorded and (ii) if prior action by the board of directors is required by law, the record date for such purpose shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action (c) in order that the dao may determine the stakeholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stakeholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action if no record date is fixed, the record date for determining stakeholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto article iii board of directors section iii 01 general powers the business and affairs of the dao shall be managed by or under the direction of the board of directors the board of directors may adopt such rules and procedures, not inconsistent with the certificate of incorporation, these by laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the dao section iii 02 number; term of office the board of directors shall consist of twelve (12) member\[s]/one or more members, the number thereof to be determined from time to time by resolution of the board of directors each director shall hold office until a successor is duly elected and qualified or until the director's earlier death, resignation, disqualification, or removal and shall be initially established in accordance with an “on chain” vote section iii 03 newly created directorships and vacancies any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the board of directors, \[may/shall] be filled \[solely] by the affirmative votes of a majority of the remaining members of the board of directors, although less than a quorum, or by a sole remaining director a director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director's death, resignation or removal section iii 04 resignation any director may resign at any time by notice given \[either] in writing or by electronic transmission to the dao such resignation shall take effect at the date of receipt of such notice by the dao or at such later time as is therein specified \[a verbal resignation shall not be deemed effective until confirmed by the director in writing or by electronic transmission to the dao ] section iii 05 removal except as prohibited by applicable law or the certificate of incorporation, the stakeholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof section iii 06 fees and expenses directors shall receive such fees and expenses as the board of directors shall from time to time prescribe section iii 07 regular meetings regular meetings of the board of directors may be held without notice at such times and at such places as may be determined from time to time by the board of directors or its chair with all board of directors meeting notes to be published “on chain” for the all token holders to view section iii 08 special meetings special meetings of the board of directors may be held at such times and at such places as may be determined by the chair of the board on at least 24 hours' notice to each director given by one of the means specified in section 3 11 hereof other than by mail or on at least three days' notice if given by mail special meetings shall be called by the chair or the \[officer title] in like manner and on like notice on the written request of any two or more directors section iii 09 telephone meetings board of directors or board of directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard participation by a director in a meeting pursuant to this section 3 09 shall constitute presence in person at such meeting section iii 10 adjourned meetings a majority of the directors present at any meeting of the board of directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place at least 24 hours' notice of any adjourned meeting of the board of directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in section 3 11 hereof other than by mail, or at least three days' notice if by mail any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called section iii 11 notices subject to section 3 08, section 3 10, and section 3 12 hereof, whenever notice is required to be given to any director by applicable law, the certificate of dao incorporation or these by laws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director's address as it appears on the records of the dao, facsimile, email or by other means of electronic transmission section iii 12 waiver of notice whenever notice to directors is required by applicable law, the certificate of dao incorporation or these by laws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened neither the business to be transacted at, nor the purpose of, any regular or special board of directors or committee meeting need be specified in any waiver of notice section iii 13 organization at each meeting of the board of directors, the chair of the board or, in the chair of the board's absence, another director selected by the board of directors shall preside the secretary shall act as secretary at each meeting of the board of directors if the secretary is absent from any meeting of the board of directors, an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the secretary and all assistant secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting section iii 14 quorum of directors except as otherwise permitted by the certificate of certificate of dao incorporation, these by laws, or applicable law, the presence of a majority of the board of directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the board of directors section iii 15 action by majority vote except as otherwise expressly required by these by laws, the certificate of dao incorporation or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors section iii 16 action without meeting unless otherwise restricted by the certificate of dao incorporation or these by laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission and any consent may be documented, signed, and delivered in any manner permitted by section 116 of the dgcl after an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the board of directors or committee in accordance with applicable law section iii 17 committees of the board of directors the board of directors may designate one or more committees, each committee to consist of one or more of the directors of the dao the board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee if a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the dao and may authorize the seal of the dao to be affixed to all papers that may require it to the extent so authorized by the board of directors unless the board of directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee each committee shall keep regular minutes of its meetings unless the board of directors provides otherwise, each committee designated by the board of directors may make, alter and repeal rules and procedures for the conduct of its business in the absence of such rules and procedures each committee shall conduct its business in the same manner as the board of directors conducts its business pursuant to this article iii article iv officers section iv 01 positions and election the officers of the dao shall be elected \[annually] by the board of directors and shall include \[a chair of the board of directors (who must be a director),] a president, a treasurer, and a secretary the board of directors, in its discretion, may also elect one or more vice chairs (who must be directors), and one or more vice presidents, assistant treasurers, assistant secretaries, and other officers any two or more offices may be held by the same person \[except as otherwise provided in these by laws, the chair of the board shall preside at all meetings of the board of directors and of stakeholders the chair of the board shall perform such other duties and services as shall be assigned to or required of the chair of the board by the board of directors ] section iv 02 term each officer of the dao shall hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation or removal any officer elected or appointed by the board of directors may be removed by the board of directors at any time with or without cause by the majority vote of the members of the board of directors then in office the removal of an officer shall be without prejudice to his or her contract rights, if any the election or appointment of an officer shall not of itself create contract rights any officer of the dao may resign at any time by giving written notice of his or her resignation to the president or the secretary any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the board of directors section iv 03 the president the president shall have general supervision over the business of the dao and other duties incident to the office of president, and any other duties as may be from time to time assigned to the president by the board of directors and subject to the control of the board of directors in each case section iv 04 vice presidents each vice president shall have such powers and perform such duties as may be assigned to him or her from time to time by the chair of the board of directors or the president section iv 05 the secretary the secretary shall attend all sessions of the board of directors and all meetings of the stakeholders and record all votes and the minutes of all proceedings, and shall perform like duties for committees when required he or she shall give, or cause to be given, notice of all meetings of the stakeholders and meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the president the secretary shall keep in safe custody the seal of the dao and have authority to affix the seal to all documents requiring it and attest to the same section iv 06 the treasurer the treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the board of directors, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the dao and shall deposit all moneys and other valuable effects in the name and to the credit of the dao in such depositories as may be designated by the board of directors the treasurer shall disburse the funds of the dao as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the directors, at the regular meetings of the board of directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the dao section iv 07 duties of officers may be delegated in case any officer is absent, or for any other reason that the board of directors may deem sufficient, the president or the board of directors may delegate for the time being the powers or duties of such officer to any other officer or to any director article v dao limited liability status section v 01 s dao election formed in accordance with the utah dao law the dao shall elect to be taxed as an s corporation effective from the date of formation under the internal revenue code of 1986, as amended section v 02 types of governance tokens the dao shall authorize and issue two classes of governance tokens founder class, and ambassador class the dao shall authorize a fungible token to be issued to dao members who participate in governance of the dao article vi token holding section vi 01 certificates representing tokens the governance tokens of the dao shall be represented by non fungible tokens (“nfts”) ; provided that the board of directors, through the smart contracts, may provide by resolution or resolutions that some or all of any class or series shall be tokens that may be evidenced by an immutable ledger system maintained on a blockchain network if tokens are represented by nfts, such nfts shall be in the form, other than bearer form, approved by the board of directors section vi 02 transfers of tokens tokens of the dao shall be transferable in the manner prescribed by the applicable smart contract, in accordance with the law and in these by laws transfers of tokens shall only be made inside the closed in8 community and be made on the books of the dao only by the holder of record thereof, by such person's attorney lawfully constituted in writing and, in the case of tokens, upon the surrender of the nft thereof no transfer of tokens shall be valid as against the dao for any purpose until it shall have been entered in the records of the dao by an entry showing from and to whom transferred to the extent designated by the president or any vice president or the treasurer of the dao, the dao may recognize the transfer of non fungible tokens, but shall not otherwise be required to recognize the transfer of fungible tokens section vi 03 transfer agents and registrars the board of directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars section vi 04 lost, stolen or destroyed nfts the board of directors may direct a new nfts or tokens to be issued in place of any nfts theretofore issued by the dao alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen or destroyed certificate when authorizing such issue of a new nfts or tokens, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed nfts, or the owner's legal representative to give the dao a bond sufficient to indemnify it against any claim that may be made against the dao with respect to the nfts alleged to have been lost, stolen or destroyed or the issuance of such new nft or tokens article vii general provisions section vii 01 seal the seal of the dao shall be in such form as shall be approved by the board of directors the seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the board of directors section vii 02 fiscal year the fiscal year of the dao shall begin on january 1 and end on december 31st of each year section vii 03 checks, notes, drafts, etc all checks, notes, drafts or other orders for the payment of money of the dao shall be signed, endorsed or accepted in the name of the dao by such officer, officers, person or persons as from time to time may be designated by the board of directors or by an officer or officers authorized by the board of directors to make such designation section vii 04 dividends founder class (a) subject to applicable law and the certificate of dao incorporation, dividends upon the tokens of capital stock of the dao may be declared by the board of directors at any regular or special meeting of the board of directors dividends may be paid in cash, in property or in tokens, unless otherwise provided by applicable law or the certificate of dao incorporation (b) during any period of time that the dao has an s corporation election in effect and unless prohibited by law, the dao shall declare and pay dividends with respect to each of its fiscal years in an amount at least equal to the amount of the us federal, state, and local income tax liability for each stockholder's pro rata share of the dao's taxable income (including items separately stated and passed through to the stakeholders) for the current fiscal year, including tax credits such tax shall be calculated assuming each stockholder will be taxable at the highest marginal us federal, state, and local tax rate applicable to individuals who are residents of the city and state of the dao's principal place of business such dividends shall be declared and paid within \[forty five] days after the end of each fiscal year this provision shall not be applied to enable distributions that are not proportionate to the shareholding of each stockholder section vii 05 conflict with applicable law or certificate of dao incorporation these by laws are adopted subject to any applicable law and the certificate of dao incorporation whenever these by laws may conflict with any applicable law or the certificate of dao incorporation, such conflict shall be resolved in favor of such law or the certificate of dao incorporation article viii amendments section viii 01 these by laws may be adopted, amended, or repealed or new by laws adopted by the board of directors the stakeholders may make additional by laws and may adopt, amend, or repeal any by laws whether such by laws were originally adopted by them or otherwise