The “Crypto Valley Association (CVA)” – referred to hereafter as the “Association” or “CVA” – is a not- for-profit association (Verein) and is a legal entity according to articles 60 ff.Swiss Civil Code (“CC”). Its duration is unlimited.
The Association is domiciled in the City of Zug.
The purpose of the Crypto Valley Association (CVA) is to develop and support an optimal ecosystem for cryptographic and related technologies and businesses including blockchain and other distributed ledger technologies, in Switzerland and internationally. The CVA affirms its professional character and outreach in bringing together all participants within the ecosystem and in providing a supportive platform for the ecosystem and wider community on a national and global level. To the furtherance of its purpose, the CVA affirms and defends a climate favorable to the interests of the ecosystem community, including entrepreneurship as well as the common goods of the information society, while respecting the diversity of cultures and fostering transparency, inclusivity and collegiality among its Members. The CVA will take appropriate measures necessary to advance the respect for transparency, inclusivity, diversity and for equal opportunities – principles to which the Association is committed.
The CVA may conduct and promote all business and/or enter into all transactions and generally perform all acts as may be necessary, appropriate, incidental or desirable to assist in achieving or furthering its purpose. In particular the Association shall: 1. represent the interests of its Members, in line with the Association’s purpose, vis-à- vis national and international authorities and organizations; 2. have the capacity to apply for admission as a representative into any national or international organization or ventures in the fields of cryptographic, blockchain, distributed ledger and other related technologies; 3. promote the present and future possibilities of applications, businesses and initiatives in the fields of cryptographic, blockchain, distributed ledger and other related technologies; 4. promote and develop best practices, standards and market self-regulations which effectively prevent abuse and fraud, with the aim of contributing to a sustainable development of the ecosystem beneficial to the society as a whole; 5.cooperatewithnational,regionalorinternational organizations that are of special interest to its Members, in line with the Association’s purpose; 6. supporttheMemberstoidentifywithand to contribute to the development of the ecosystem, as well as to contribute to the network of the Association, including, but not limited to the establishment of regional and international branches and chapters of the Association; 7. organizeevents(notablyscientificand educational events), foster and promote scientific research and academia in the related fields by partnering with renowned public and private institutions for the benefit of its Members; provide educational and other services, free or against payment, organize meetings of the Members and facilitate contacts between Members; 8. advance and maintain an enlightened understanding of the blockchain-, cryptographic- and tokenization-related industry to drive and lead the legislative process as a thought leader and promote a regulatory environment out of Switzerland beneficial to its Members globally; 9. provide educational opportunities in the practice of blockchain and cryptographic technologies and tokenization including related regulatory and business challenges and to collaborate for this purposes with educators and trainers from the member base; and 10. investigate and disseminate information regarding industry challenges and opportunities, as well as emerging practices and technology including promoting of research papers and thought leadership of its Members. Within the limits of this article the Association may borrow funds, provide guarantees and may develop any appropriate sources of funding.
Members of the Association (Members) can be natural persons and legal entities, clearly identified, which acknowledge and support theAssociation’s purpose. The CVA has the following categories of Members: 1. Individual Members; 2. Corporate Members; 3. Honorary Members. The General Assembly may, on the recommendation of the Board, confer honorary membership on any person (individual or legal entity) in recognition of contributions to the development of the ecosystem and CVA’s mission and purpose. The Board may define further (sub)categories of Members.
Members holding an office or position in the Association as set out in the Organizational Regulations maintained and published by the Board shall qualify as CVA Officers. The Board ascertains that CVA Officers identify with, adhere to and contribute to the mission and purpose of the Association. CVA Officers discharge their duties at all times in an ethical manner and in full compliance with all applicable laws, rules and regulations. Upon taking up their mandate, CVA Officers shall acknowledge to have read and understood the CVA Code of Conduct and Regulations. Cumulative offices shall be avoided. Appointments may be revoked anytime by the body which made the nomination/election if the CVA Officer does not carry out the responsibilities assigned to him or her. The procedure for nomination and revocation of CVA Officers is set forth in the Organizational Regulations.
Membership is granted by the Board only following acceptance of a formal application addressed to the Secretariat. The respective “know your member” procedure for admission to the CVA is set forth in the Organizational Regulations.
Membership fees and contributions
Each Member has to pay an annual fee. Membership fees will be due on demand for payment and shall be paid within 30 days. Members who have resigned or have been excluded have no right to a share in the assets of the Association. The Association shall be under no obligation to refund any fees or contributions of the Member already paid.
Loss of membership
Membership terminates by: 1. Resignation in writing by a Member; 2. Exclusion of a Member in accordance with article 10; 3. Death or insolvency of a Member; 4. Dissolution of the Association. Termination of membership shall be effective immediate.
Sanctions The Board – or in case of Board members an ad-hoc committee – may impose the following sanctions upon Members, including Board members and other CVA Officers, who do not comply with material obligations under the Ar- ticles of Association or the CVA Code of Conduct and Regulations.
2. Contractual penalty;
A sanction may only be imposed based on a written application by the Secretariat detailing the alleged acts of non-compliance, explaining why these acts are material and after the Member had an opportunity to be heard by the Board. Any sanction must be proportionate. The reprimand shall be issued in writing and state that additional sanctions, including an exclusion, will be imposed if the Member does not fully comply with his or her material obligations under the CVA Articles of Association or the CVA Code of Conduct and Regulations. The Board may impose contractual penalties of up to five times the annual membership fee to be paid by that Member. A Member may be excluded by resolution of the Board adopted with a two-thirds majority of all Board members. Any Board resolution imposing sanctions shall be final. The exclusion is effective immediately.
A. Official Bodies and Divisions of the Association
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.
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.
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.
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
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).
Composition, terms of office The Board will be composed of:
2. Vice President
3. Secretary (Actuary)
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.
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.
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
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.
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.
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.
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
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.
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.
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.
Resources The assets of the Association are made up of membership fees and any subscriptions for services, penalties paid by the Members, public or private grants or subsidies, any gifts, contributions, sponsoring, event fees, legacies, balance sheet surpluses and all other sources permitted by law. The Association is organized and shall be administered and operated to receive, administer, and expend funds to permit and represent the common business interests of and improve business conditions among and for its Members. No part of the assets or net earnings of the Association shall inure to the personal benefit of or be distributable to its Members, past and current bodies or to others. The Association, however, shall be fully authorized and empow- ered to employ staff and pay reasonable compensation / salaries for them including adequate reimbursement for Board members or any other bodies or Members rendering valuable services for the purposes of the Association.
Only the Association’s assets shall cover forthe liabilities of the Association. The Members’ personal liability for the liabilities of the Association is excluded.
Any 10 Members acting jointly may propose, in writing to the Secretariat, with a copy to the President, that the Articles of Association be amended by a special resolution. The Board shall ensure that the proposal is distributed among all Members and is included as an agenda item in the business of the next General Assembly. The amendment of Articles of Association requires at least two-thirds of the votes cast. In the event of the dissolution of the Association, the General Assembly determines the distribution of the liquidation proceeds. Upon dissolution of the Association, all of its assets and property of every nature and description remaining after the payment of all liabilities and obligations of the Association shall be paid over and transferred to one or more not-for-profit organizations which engage in activities substantially similar to those of the Association. In no event shall any of such assets or property be distributed to any Member – including members of the Board and other CVA Officers– members of the Secretariat or any other members of the Association’s administration or to any third party private individual.