ASSOCIATION STATUES

A. Official Bodies and Divisions of the Association

Article 11

The bodies of the Association are: The General Assembly; The Board of Directors (the Board); The Secretariat; The Ethics Officer; The Auditors (optional).

B. General Assembly

Article 12 Constitution, Agenda, Participation

The General Assembly is composed of all Members and has the power to decide on fundamental questions and issues of the Association. The President shall chair its meetings. The General Assembly meets validly regardless of the number of Members present in person or remotely. The General Assembly will take place annually within the first six months of the year in regular sessions, and can also meet in extraordinary sessions whenever necessary, as determined by the Board. The Board will give notice to the Members by electronic communication or online publication, setting out the agenda items proposed by the Board no later than 20 days prior to the date of the General Assembly. Motions for consideration must be directed to the Secretariat, with a copy to the President, at the latest four weeks prior to the date of the General Assembly. The Board is obliged to include the motions in the agenda. The General Assembly shall be organized in such a manner that Members may participate either in person or remotely. The Association may implement an electronic or online voting system. Provided a secure online remote voting system is in place, which allows Members to cast votes from internet-connected devices, proxy votes shall not be allowed. The procedures for remote participation and requirements for secure remote voting are defined in the Organisational Regulations.

Article 13

Extraordinary General Assembly

An extraordinary General Assembly may be convened based on a resolution of the Board, a motion of the Auditors, a motion of the Ethics Officer or if at least ten Members demand it by written request outlining the purpose and reasons for the meeting to the Board. Additional motions for consideration must be directed to the Secretariat, with a copy to the President, at the latest four weeks prior to the extraordinary General Assembly. The Board is obliged to include the motions in the agenda and to distribute the updated agenda to all Members no later than one week prior to the extraordinary General Assembly.

Article 14

The General Assembly shall have the following powers:

1. Approve the annual report, the annual financial statements, the report of the Auditors and the report of the Ethics Officer;

2. Resolutions discharging the Board, the Ethics Officer and the Auditors;

3. Determination of the membership fees;

4. Determination of the annual budget;

5. Election of the Board members, the Ethics Officer and its alternates, and the Auditors;

6. Handle motions of the Board and the Members;

7. Amend the Articles of Association; and

8. Dissolve the Association.

Article 15

The General Assembly can discuss and decide only those matters mentioned in the agenda sent with the notice of the meeting. Resolutions of the General Assembly shall be passed by the majority of the Members participating in the vote. Resolutions relating to amendments of the Articles of Association or the dissolution of the Association shall be passed if supported by two thirds of the votes cast. The proceedings of the General Assembly are to be recorded in minutes to be signed by the President and the scrutineer of the meeting. Any extracts made from such minutes must be signed by the scrutineer and one member of the Board. All Members have one vote. A Member who is involved in a transaction or litigation with the Association or whose spouse or whose directly related relative is involved in such a transaction or litigation has no right to vote on any issue relating to the transaction or the litigation. Only Members with a valid membership of more than one month may vote at that General Assembly.

C. The Board of Directors

Article 16

The Board will be composed of a minimum of three and a maximum of seven members and will be elected by the General Assembly. The Board shall issue and publish one or several regulations about the details of the organization and management (Organizational Regulations). Within the purposes of the Association, changes of the Organizational Regulations are allowed at any time. The Organizational Regulations and their amendments shall be subsequently ratified by the General Assembly. The Board has a quorum when at least 50% of the members are present. Upon motion of the President or on request of a member of the Board, the Board will convene. The procedures for elections to the Board are set out in the Organizational Regulations. The Board may establish a separate committee assisting the preparation procedures for elections to the Board (Nomination Commit- tee).

Article 17

Composition, terms of office The Board will be composed of:

1. President

2. Vice President

3. Secretary (Actuary)

4. Treasurer

5. Additional members

The members of the Board are elected by the General Assembly for a term of office which ends with the completion of the next ordinary General Assembly. Members whose term of office has expired are immediately eligible for re-election. The Board may propose a collective re-election to the General Assembly. The Board shall constitute itself. It shall elect, based on the principles of seniority and rotation, a President and at least one Vice President from among its members. The Vice President is expected to succeed to the President. The President, as appointed by the Board, shall be confirmed by the General Assembly. Accumulation of functions is acceptable, however the President and Vice President shall not at the same time serve as Secretary or Treasurer. Where a vacancy, including the office of the President, arises by reason of death, incapacity or immediate resignation of a Board member, the Board may appoint an interim substitute until the next extraordinary or ordinary General Assembly.

Article 18

The Board generally has all powers and duties that are not expressly assigned to the General Assembly or to any other specific body such as the Secretariat or the Ethics Officer. The Board has the mission of defining the strategy of the Association, its plans for development as well as promoting the Association and growing the ecosystem. In this regard, the Board reaches out to the Members for feedback on a regular basis. In particular, the Board’s powers and duties include the following:

1. Preparation and execution of ordinary and extraordinary General Asseblies;

2. Proposal of amendment of the Articles of Association;

3. Admission and exclusion of Members; 4. Adoption of Organizational Regulations including the organization of the Association and the remuneration of CVA Officers, of employees and inde- pendent contractors and any additional compensation for particularly time-consuming work performed by individual Members;

5. Establishment of special committees; the Board defines the duties of such bodies and determines the details of management, including remuneration (if any);

6. Establishment of the Association’s working groups (the Working Groups); the Board defines the duties of the Working Groups and deter- mines the details of management, including remuneration (if any). The Board strives to ensure transparency, inclusivity, diversity and for equal opportunities in and among the bodies of the CVA. The Board reports annually to the General Assembly on this matter.

Article 19

The Board and the President publicly represent the Association. Members of the Board are to avoid any form of conflict of interest. The President, the Vice President, the Secretary and the Treasurer shall have a right to bind the Association when signing jointly by two. Any transaction with third parties, including payment transfers shall require authorization jointly by two.

D. The Secretariat and Executive Director

Article 20

The Board appoints a qualified professional (the Executive Director) to lead and manage the Secretariat and shall determine his or her terms of employment. The Executive Director can appoint other employees of the Secretariat. The Secretariat carries out the decisions of the General Assembly and of the Board and ensures the effective day-to-day functioning of the Association. The Secretariat is the central internal and external liaison office for administrative and operational matters of the Association. The Secretariat shall have primary responsibility for the exchange of information between the Board, the committees, the Working Groups and any other additional bodies, thereby maintaining transparency of key activities, according to the Organizational Regulations. In particular, the Secretariat:

a) may appoint persons to be in charge of specific projects and specify the du- ration of such projects;

b) draws up the list of committees and Working Groups and manages the overall project portfolio of the Association;

c) may create task forces on an ad-hoc basis to deal with specific problems or questions, and appoints their chairpersons. The Secretariat shall have primary responsibility for the internal communication, including the reporting to the General Assembly and the Members. E. Ethics Officer Article 21 The Ethics Officer and two alternates (for cases of conflict of interest or absence) shall be elected by the General Assembly for a three-years term of office. Re-election is permissible. The Ethics Officer and the alternates shall be well-acquainted with the ecosystem and shall have in depth knowledge in the area of governance and leadership, compliance or law. They don’t need to be Members. The Ethics Officer and the alternates shall be strictly independent from any other CVA body or CVA Officer and cannot assume or execute any other function within the Association. The Ethics Officer and the alternates respectively shall recuse if he or she has, or is perceived to have, a conflict of interest.

Article 22

If the Ethics Officer position is vacated the alternates will fill the resulting vacancy and may appoint an interim substitute until the next General Assembly. The Ethics Officer or its alternates may investigate any cases of alleged improper conduct by any Member, including members of the Board, CVA Officers, members of the Secretariat and any other members of the CVA administration, and shall have the right to recommend measures of a personnel, disciplinary and/or organizational nature. The Ethics Officer or its alternates shall investigate any actual or potential conflicts of interest and shall produce directions for the resolution of such conflicts of interest. The Ethics Officer may conduct audits or entrust third parties with that task. Upon written request of the Ethics Officer and the Secretariat, the Board shall appoint on an ad-hoc basis further qualified Members or third parties to perform audits and investigations.

Article 23

Mandate and task The Ethics Officer shall ensure that:

a) members of the Board, CVA Officers, members of the Secretariat and any other members of the CVA administration discharge their duties at all times in an ethical manner, respect the Association’s values and comply with applicable laws, rules and regulations;

b) Members comply with the CVA Code of Conduct and Regulations in their professional dealings. Within this mandate the Ethics Officer shall assume the following tasks:

1. a) advising members of the Board, CVA Officers, members of the Secretariat and any other members of the CVA administration and Members in all ethics and compliance issues, including in handling potential conflicts of interests;

2. b) operating a whistleblower hotline to which any potential misconduct may be reported, either openly or anonymously;

3. c) investigating potential misconduct which are reported to or identified by the Ethics Officer;

4. d) reviewing of CVA’s compliance programs, policies and procedures on an annual basis;

5. e) making proposals to the Board foramendments to CVA’s compliance pro-grams, policies and procedures, including the CVA Code of Conduct and Regulations. Article 24 Investigation of misconduct If a possible misconduct is reported to, or identified by, the Ethics Officer, the matter shall be fully investigated by one of the alternates randomly selected. The investigating alternate shall report to the Ethics Officer his or her findings. If the investigation concludes that misconduct has taken place, the accused CVA Officer or Member shall be heard by the Ethics Officer and the other alternate. If the Ethics Officer and the other alternate conclude after such hearing that the misconduct has taken place and warrants sanctions, they report their findings together with a recommendation for a sanction to the Secretariat. The Secretariat submits the report and the recommendation to the Board or, if the accused is a member of the Board, to the General Assembly for final decision. Any decision taken by the Board is final and cannot be appealed to the General Assembly.

Article 25

Accountability The Ethics Officer shall provide to the General Assembly an annual activity report and shall assess the state of the Association’s compliance programs, policies and procedures. Such report may outline developments with regard to Association’s practices in the fields of transparency, inclusivity, diversity and equal opportunities and may include generic statistical data about notifications of potential misconduct of members. F. Auditors

Article 26

The Auditors are elected by the General Assembly and can be recruited from Member volunteers as long as the size of the Association does not meet criteria for professional auditing as per Swiss Code of Obligations. A Member may request the election of Auditors for a limited audit of the accounting even if the above criteria are not met.

Article 27

The Auditors can be comprised of one or more natural persons or legal entities or partnerships. The Auditors must be certified and independent pursuant to the Swiss legal framework. The Auditors have to have their residence, domicile or registered branch in Switzerland. If the Association has multiple Auditors at least one of them needs to fulfil the above criteria. If the Association is obligated to perform a regular statutory audit, the General Assembly needs to elect an authorized expert auditor respectively a regulated audit company according to the laws of the Swiss Audit Control Law (Revisionsaufsichtsgesetz) of December 16, 2005. If the Association is obligated to perform a limited statutory audit, the General Assembly needs to elect a controller according to the laws of the Swiss Audit Control Law (Revisionsaufsichtsgesetz) of December 16, 2005. The Auditors will be elected for one year. Their mandate terminates with the approval of the annual financial statements. A re-election is possible. A dismissal is possible any time and without notice.

Article 28

The fiscal year shall coincide with the calendar year. Financial statements shall be completed and an inventory taken for the fiscal year ending December 31st.