ARTICLES OF ASSOCIATION
Between the founder members and all members accepted as such at a later date, in accordance with the provisions of these Articles of Association a not-for-profit association is founded, which is regulated by the amended act of 21 April 1928 relating to not-for-profit associations and foundations, as may be amended or replaced from time to time (the "Act") in Luxembourg and by these Articles.
TITLE 1 INCORPORATION ACT
Article 1 – The Association, name, registered office
- The “thinkBLOCKtank” is a non-profit association of researchers, scholars, experts and professionals in the fields of the Blockchain Technologies (as defined below), set up in accordance with the Luxembourg Act of 21 April 1928, as amended (hereafter the “Association”).
- The registered office is established in the City of Luxembourg.
The registered office may be moved to any other address within the country by a decision of the Board of Directors (the “Board”).
The Association may create administrative offices, branches, agencies or similar at any place in the country of Luxembourg.
- The Association is incorporated for an unlimited duration.
- The financial year shall correspond to the calendar year.
The first financial year ends on 31 December 2019.
Article 2 – Objectives
- The objectives of the Association, which are non-profit making, are all activities affecting and relating to blockchain and distributed ledger technologies, as well as related and/or similar technologies and applications (“Blockchain Technologies”);
- To create proposals and position papers concerning projects or initiatives related to the Blockchain Technologies;
- To bring to the attention of the various institutions notably governmental and regulatory in the European Union or at international level, the results of any studies, proposals or objectives and to inform, advise and support such institutions of the Association’s position;
- To promote and contribute the professionalism, integrity and industry ethical conduct within the industry, notably by promoting best practices and industry standards to deter any illegitimate and unethical practices;
- To provide scientific, technical and legal information regarding the Blockchain economy;
- To foster Blockchain Technologies by developing national and international cooperation with other organizations and associations which aims and activities are equal or similar to the one from the Association;
- To represent the common interests of its members at corporate and institutional level; and
- To promote education, awareness among the general public and integration of theory and practices, notably by seminars and other updates on subjects affecting the Blockchain Technologies.
- To support scientific discourse and technical discussions, in particular between political representatives, lawyers, members of the consulting professions, judges, notaries, administrators, and other persons involved in research and teaching and other persons active in areas related to Blockchain Technologies.
- For the purposes mentioned above, the Association may carry out all acts which directly or indirectly relate to its objects or which have a link to its objects or similar to its objects. It may also acquire, hire or lease any real or personal property and implement all necessary human, technical and financial means.
- The Board is authorized to construe the nature and objects of the Association.
Article 3 – Non-profit status
- The Association shall carry out its activities solely and directly for non-profit purposes within the meaning of the Act. The Association shall act altruistically and shall not pursue activities solely for its own economic concerns.
- The funds of the Association shall be used solely for the purposes set out in these Articles. There shall be no distribution of any surplus to any member or third party.
- A change to the purpose of the Association may only be made within the scope of the provisions provided for by law as long as the Association remain a non-profit entity.
Article 4 – Membership
- The Association is composed by natural persons and persons legally established according to their national laws, and who are experts and professionals in the fields of the Blockchain Technologies (hereafter “Members”).
- Each Member should respect the interest of the Association as such, and of the fellow Members, and to abide by the provisions of these Articles, the relevant legislation and the lawful decisions of the Association’s organs.
- The articles of association of members should not conflict with the Articles or with the objectives of the Association.
- Members do not incur any personal obligation on account of the corporate commitments.
- Members are expected to provide a positive contribution to achieve the Association’s purposes.
- IP rights arising from work products: should a member take part in a working group or other committee of the Association in which works that are protected by copyright are developed or edited, the member shall herewith transfer non-exclusive rights of use and exploitation under copyright law to the Association for the Association's non-exclusive use.
Groups of persons or legal entities that send members to working groups or any other committee within the above meaning shall make the rights of use and exploitation of the copyright that originates with the individual employee available to the Association for the Association's non-exclusive use. The member or employee shall not have a claim to a share in any income that the Association receives from its use of these rights.
- The minimum number of members is three.
- Membership may be granted by the Board following acceptance of a candidate’s application.
- Application formalities shall be set by the Board.
The admission of new members is also conditional upon effective receipt of the applicable membership fees. Application fees, if any, are not refundable.
- Candidates for membership are approved by the Board, or via special committees created by the Board for this purpose,
The Board and its Committees have unlimited discretion to accept or reject membership applications. Their decisions do not need to be justified and will be without any recourse.
Subject to the Board’s discretion, a failed application for membership can be re-submitted after its previous rejection.
- The membership of any Member in the Association comes automatically to an end by:
- In case of non-payment of membership fees, deemed resignation with immediate effect from 4 months after the date the membership fees for that year became due;
- resignation in writing addressed to the Board, with effect from the earlier of either the effective date stated in the letter or 31 December of that year;
- exclusion by the Association;
- death, if the Member is a natural person, or dissolution or extinction, if the Member is a legal entity;
- if the Member no longer fulfils the (legal) requirements for having the legal personality according to their own national statute;
- notice of cancellation by the Member;
- judicial decision;
- A Member’s exclusion from the Association may also be proposed by the Board, which will support its decision by naming the reason(s) for exclusion and will be decided by the General Assembly by a three-quarters majority vote of the Members present or represented. The Board can suspend the interested member up to the decision of the General Assembly.
The General Assembly may also resolve to empower the Board to be authorised to make decisions regarding exclusions of members. In such case, the procedures and modalities for excluding a member shall be fixed in an internal procedure validated by the General Assembly.
Reasons for exclusion may include, for example:
- a Member infringing the provisions of the Articles or the law.
- a Member having harmed, or attempted to harm, by any means of conduct in bad faith or in violation of the Member’s obligations, the interests and/or the reputation of either the Association or any of its Members.
- a Member having physically or psychologically harmed, or attempted to harm, by any means of conduct either representatives of the Association or any of its Members.
- criminal conviction of the Member.
- A Member may resign in writing addressed to the Board. Unless any specific date has been stated, the resignation becomes effective 14 days after the date of the notice letter. For the avoidance of doubt, the member shall pay its annual subscription to the end of the year in which notice is given and is not entitled to any re-imbursement of annual fees already paid, nor to any member services or to attend any General Assembly following the effective date of the resignation.
- Members (or their successors in title) who resign or are excluded have no right to the Association’s funds and cannot claim refund of the contributions paid or other services provided.
The status of Member is granted to natural persons and to legal persons, who are experts, professionals and/or active in the field of the Blockchain Technologies (“Member”).
Each Member has equal rights and obligations, unless provided for otherwise in these Articles or in the internal regulations and procedures adopted. In particular the internal regulations and procedures may set out limits or amendments to voting rights where multiple members are part of the one organization in order to maintain a balanced representation of various members.
4.5 Membership contribution
- The membership contribution shall be due annually in January or such other month as may be determined by the Board.
- The amount of the membership fee and related timing and means of payment shall be determined by the Board within such limits as fixed from time to time by the General Assembly.
The annual membership fee shall not exceed €500 for individuals and €10,000 for legal entities.
TITLE 2 - ORGANISATION
Article 5 – General Assembly
5.1 Composition and competences
- The General Assembly comprises all Members. Its decisions are binding on all Members.
- The General Assembly has powers allowing the realisation of the objects as well as of all powers explicitly recognised to it by the law and by these Articles, which have not been attributed to another organ of the Association. In particular, the following fall within its competence:
- approval of the budgets and accounts, following proposal and presentation by the Board;
- election, dismissal and discharge of the members of the Board, hereinafter the “Directors”, and where applicable, of the commissaire aux comptes or auditors;
- modification of the Articles;
- dissolution of the Association;
- exclusion of Members following proposal from the Board;
- fixing from time to time the maximum amounts of the contributions by members;
- all cases where the Articles or the law require(s) so.
5.2 Annual and Extraordinary General Assemblies
- The General Assembly will meet at least once a year under the chairmanship of the Board Chair (or in his/her absence a member of the Board), either at the Association’s registered office or at a location indicated on the notice. General meetings may also be held by virtual means provided the chosen technology allows members to ask questions during the meeting.
- The Agenda for general meetings shall be sent by or on behalf of the Chairman, or any two Directors. The agenda shall be deemed sent either by posting on the Association’s website, by sending via electronic mail and/or by posting to all members, at least two weeks prior to the date set for the meeting.
- For the avoidance of doubt, where a company or other legal body is a member and has nominated several representatives and/or substitutes, the Association is only required to send notice to the official contact at the Member company or legal body.
- A General Assembly must be convened if requested by at least 1/5 of the voting members.
5.3 Voting and quorum
- Each Member has one vote at the General Assembly. Save for the exceptional cases provided for in these Articles, decisions are taken by a simple majority of the Members present or represented.
- A member can give a power of attorney to another (whether a member or not) to represent him/her at a general meeting.
- Where a member has not paid their membership fees, their right to vote is suspended until such fees have been paid.
- The General Assembly can deliberate validly on items which were not on the Agenda only if at least two thirds of the Members present or represented agree.
- The decisions of the General Assembly will be recorded in the minutes by the Secretary and shall be signed by the Meeting Chair.
- The minutes shall be available within one month of the meeting Minutes are kept in a register at the registered office where all Members may peruse them, however without removing them.
- Extracts to be produced before the courts or elsewhere are signed by the Chair or by any two Directors.
Article 6 – Board
6.1 General Assembly
- The Association is administered by the Board, composed of a maximum of 7 Directors, appointed by the General Assembly among the natural persons representing the Members.
- Board members are required to be members of the association in good standing.
- The Board elects the Chair, Vice-Chair(s), Secretary and Treasurer, if any.
- Unless a shorter period is stipulated by the General Assembly, the members of the Board are elected for terms of 3 years.
- Board members may be re-elected, but should give thought to appropriate renewal and succession planning.
- In the case of a resignation during the year, the Board may co-opt a new Director, whose appointment shall be put to vote of the General Assembly at the next convened General Assembly.
- The members of the Board may be dismissed by the General Assembly.
- If the Chairman is unable to attend, he or she will be replaced by the Vice-President (s) or, failing that, the Secretary General or, failing that, the Treasurer or, failing that, another Director.
- The General Assembly may decide to remunerate the Board, and if so, shall fix the amounts.
6.2. Board Meetings and Deliberations
- The Board has the power to do all acts which are not reserved to the General Assembly by law or by these Articles. In particular the Board:
- decides the time and place of General Assemblies, and items for their agenda;
- manages the affairs the Association;
- decides about establishing Special Committees, Working groups, Interest Groups, etc., and their mandates;
- appoints the General Manager(s) (if any) and/or any other person designated pursuant to Article 6.5 of these Articles, and directs such management (if any);
- decides about moving the registered office of the Association to any other place in Luxembourg.
- The Board shall meet as often as the interests of the Association require, but at least two times per year. Board meetings are convened by the Chair or following the request of any two Directors. Meetings may take place remotely by any way of telecommunication means.
- Each member of the Board has one vote during Board meetings. A member of the Board may give to another member of the board a power of attorney. Each Board member may not hold more than one power of attorney for another Board member.
- The convening notice together with the agenda should be sent at least seven days prior to the meeting by post, electronic mail or any other appropriate means of communication. In case of emergency a Board meeting may be convened upon 24 hours’ notice, by electronic mail or other appropriate means of communication.
- The Board cannot deliberate validly unless at least half of its members are present or represented.
Decisions of the Board are taken by simple majority voting of those present or represented.
- Decisions of the Board will be recorded in minutes and shall be signed by the Chairman of the meeting following approval by the Directors.
- The Board may take decisions by way of circular resolutions in letter, e-mail or any other similar format, with the whole together constituting the minutes showing the decision taken.
- The presence of directors at meetings of the Board is considered a duty that flows logically from their function. In the event of a director's repeated and unmotivated absence, the Board may ask the member to consider resigning.
- Subject to the provisions of any policy of the Board, directors may be reimbursed for reasonable costs resulting from the exercise of their function following production of receipts.
6.3. Conflicts of interests
- If a Director has directly or indirectly an interest opposed to a matter on a Board Agenda or an operation falling within the competence of the Board, he/she must communicate this to the other Directors prior to the proceedings of the Board. His/her statement as well as the reasons for the opposing interest shall be mentioned in the related Board meeting minutes.
- The concerned Director may not attend the part of the proceedings of the Board relating to these operations or decisions, and may not take part in the vote.
In the event of a lack of quorum or in case of parity of votes, the decision may be put to and taken by the General Assembly.
- The management report, if any, shall include a description of any patrimonial consequences for the Association from the decisions of the Board that included an opposing interest.
6.4 Representation and daily management
- The Association is represented by the Board in all judicial and extrajudicial proceedings and is engaged by the joint signature of any two Directors.
Special proxies may be granted by the Board in accordance with the terms set out in such proxies.
- The Board can furthermore grant under its responsibility specific special powers to one or several people. Acts relating to daily management may be signed by the General Manager (if any), or by person(s) designated with special powers delivered by the Board.
6.5 Daily management – General Manager
- The Board may entrust to one or more persons, independent or salaried, the daily management and representation of the Association for daily management.
- This provision is opposable to third people under the conditions provided by the law. Any restriction to the power of representation attributed to the person in-charge of the daily management, for the needs of the daily management, cannot be raised towards third people, even if published.
- The person in charge of the daily management will bear the title of "General Manager" and may act individually.
- Details of the representative(s) for the daily management will be filed and published where required according to the law.
6.6 Director Responsibilities and liabilities
The Directors do not incur any personal obligation with respect to the commitments of the Association. Their liability is limited to the performance of the term of office they have received and to the faults committed within the performance thereof.
Article 7 – Regulation of internal procedures
- In addition to Board’ policies, the Association may adopt regulations of internal procedures. Such regulations are adopted by the General Assembly on proposition of the Board.
- In no case can such regulations supersede or be in contradiction with these Articles.
Article 8 - Financial year and annual accounts
- The financial year begins on 1 January and terminates on 31 December of each year. The first financial year will end on 31 December 2019.
- The Board shall submit the accounts of the past financial year and the budget of the next financial year for approval to the Annual General Assembly.
- The General Assembly may decide the constitution of a reserve fund, fix the amount thereof and the terms and conditions of the contribution to said fund due by each member.
- The Association may decide to entrust the financial control of the Association to either a “Commissaire aux comptes”, or to an independent auditor.
- The association may also receive donations, legacies and other income.
TITLE 3: OTHER
Article 10 – Modifications to the Articles
- Without prejudice to the law, to amend these Articles (including for the dissolution of the Association), the Board should notify the Members of the Association, at least two weeks in advance of the date of the General Assembly that will decide on said proposal, and the convening notice must set out clearly the purpose of the meeting and any proposed changes.
- Such a General Assembly can only proceed validly if two thirds of its Members are present or represented. Decisions will be valid only if adopted by a majority of two thirds of the votes of the Members presented or represented.
- If said General Assembly does not gather sufficient Members, a new General Assembly will be convened under the same conditions as above, and will resolve validly on the proposal in question, with a majority of two thirds of the votes, and regardless of the number of Members present or represented.
Article 11 – Liquidation
- In case of judicial or voluntary dissolution, the General Assembly will appoint one or several liquidator(s), fix their powers and fix the mode of liquidation of the association.
- The dissolution of the Association shall be governed by the law of 21 April 1928, as amended.
- The net assets, if any, after liquidation will be attributed to a non-profit legal entity carrying on objects similar to those of the Association as may be designated by the General Assembly deciding on the dissolution, or for want of it to a charitable organization designated by the liquidator.
Article 12: Miscellaneous
For any points not dealt with in these Articles, reference should be made to the law of 21 April 1928, as amended.
In case of conflict between different language versions of these Articles, the English version shall prevail.
The Association is created by the following founder members:
- Heribert Anzinger, Professor, German, with professional address in Germany
- Monique Bachner, Solicitor, Australian, with professional address in Luxembourg
- Audrey Baverel, consultant, Luxembourgish, with professional address in Luxembourg
- Andrea Bianconi, lawyer, Italian, with professional address in Germany
- Jeff Braun, lawyer, Luxembourgish, with professional address in Luxembourg
- Gina Conheady, lawyer, Irish, with professional address in the USA
- Jacek Czarnecki, legal counsel, Polish, with address in Poland
- Boika Deleva, Lawyer, Bulgarian, with professional address in Luxembourg
- Catarina dos Santos Veloso, lawyer, Portuguese, with professional address in Germany
- Tina Ehrke-Rabel, Professor, German, with professional address in Austria
- Natalie Eichler, Rechtsanwältin, German, with professional address in Germany
- Christian Ellul, Advocate, Maltese, with professional address in Malta
- Niels Gade-Jacobsen, Attorney, Danish, with professional address in Denmark
- Joey Garcia, lawyer, Gibraltarian, with professional address in Gibraltar
- Jonathan Garcia, lawyer, Gibraltarian, with professional address in Gibraltar
- Alvaro Garrido Mesa, lawyer, Spanish, with professional address in Luxembourg
- Christoph Gringel, Rechtsanwalt, German, with professional address in Germany
- Dr. Sven Hildebrandt, professional, German, with professional address in Germany
- Klaus Himmer, CEO, German, with professional address in Germany
- Sebastian Keding, Rechtsanwalt, German, with professional address in Germany
- Thomas Kulnigg, Attorney-at-Law Austrian, with professional address in Austria
- Dilmun Leach, lawyer British, with professional address in Jersey
- Lennart Lorenz, Rechtsanwalt, German, with professional address in Germany
- Andreas Mätzler, Rechtsanwalt, Austrian, with professional address in Austria
- Ian M. Maywald, Rechtsanwalt, German, with professional in Germany
- Stephan Meyer, legal adviser, Swiss, with professional address in Switzerland
- Stefan Michaelsen, Rechtsassesor, German, with professional address in Germany
- Luka Müller, lawyer, Swiss, with professional address in Switzerland
- Thomas Nägele, Rechtsanwalt, Swiss, with professional address in Switzerland
- Anne-Marie Nicolas, Avocat à la Cour, French, with professional address in Luxembourg
- Nejc Novak, lawyer, Slovenian, with professional address in Slovenia
- Ursula Rath, Attorney at law, Austrian, with professional address in Austria
- Daniel Resas, Rechtsanwalt, German, with professional address in Germany
- Tobias Seidl, lawyer, German, with professional address in Luxembourg
- Alireza Siadat, Rechtsanwalt, German, with professional address in Germany
- Nina-Luisa Siedler, Rechtsanwältin, German, with professional address in Germany
- Elfi Sixt, CPA, Austrian, with professional address in Germany
- Arthur Stadler, Attorney, Austrian, with professional in Germany
- Matthew Suter, lawyer, British, with professional address in the United Kingdom
- Melvin Tjon Akon, Attorney, Dutch, with professional address in Luxembourg
- Oliver Völkel, Attorney, Austrian, with professional address in Austria
- Thorsten Voss, Rechtsanwalt, German, with professional address in Germany
- Marcin Zarakowski, lawyer, Polish, with professional address in Switzerland