As adopted by the Foundation on February 10, 2025
Mission.
The mission of the Foundation is to foster, develop, authorize and/or govern the B3 Protocol. This includes but is not limited to:
Enabling the development of technical improvements and feature development to maintain and increase B3 capabilities to provide low cost, high throughput gaming chain scaling solutions with best-in-class user experience.
Fostering ecosystem growth through strategic grants to align with partner projects including, but not limited to, infrastructure providers, application developers, artists, creators, brand partnerships, creative studios, and strategic growth partners.
Organizing educational initiatives and both participating in and hosting events to increase awareness of and promote B3 technology and ecosystem.
Defined Terms
"Administrative Budget Wallet" means the account that contains Foundation assets (as well as other assets contributed to or acquired by the Administrative Budget Wallet), which will be utilized by the Foundation for purposes of operational and administrative costs as well as B3 ecosystem growth.
"B3 DAO" means, collectively, the decentralised community of individuals that own a Token, as evidenced by the Base or B3 chains.
“B3 DAO Constitution” means the Constitution of the B3 DAO as available at https://docs.b3.fun/constitution, including any amendments thereto.
“B3IP” means a proposal put forth by a Tokenholder to a vote in accordance with the B3IP Process.
"B3IP Process" means the rules and procedures of submitting and voting on B3IPs as described in the B3 DAO Constitution, in particular “Section 2: DAO Proposals and Voting Procedures”, as may be amended from time to time pursuant to an B3IP.
“B3 Protocol” means the B3 technology suite, including the B3 chain, and any additional chains utilizing such technology.
"Bylaws" means these governing bylaws of the Foundation as may be amended from time to time.
"Cayman Islands Law" means the rules, regulations and laws of the Cayman Islands as may be amended from time to time.
"DAO" means "decentralised autonomous organisation."
“Emergency Meeting" has the meaning given in Section 3(b)(iv) of these Bylaws.
"Foundation" means Player1 Foundation, a Cayman Islands foundation company.
"Foundation Articles" means the Memorandum and Articles of Association (as may be amended, revised and substituted from time to time).
"Foundation Director(s)" means the director(s) of the Foundation, which have certain powers and duties pursuant to Cayman Islands Law and as further described in the Foundation Articles and the Bylaws.
"Foundation Supervisor" means the supervisor of the Foundation, which has certain powers and duties pursuant to Cayman Islands Law and as further described in the Foundation Articles.
"Security Council" is the council formed in accordance with the B3 DAO Constitution. The Security Council is a multi-member committee which has been delegated the authority by the Foundation to engage in Emergency Actions and Non-Emergency Actions as described in the B3 DAO Constitution, and is otherwise tasked with ensuring that B3IPs are in compliance with the B3 DAO Constitution.
"Token" means the governing token of the B3 DAO, known as $B3, represented on the Base and B3 chains.
"Tokenholder" means any holder of a Token.
3. Voting Matters.
Pursuant to the B3 DAO Constitution, the Foundation Articles, and these Bylaws, the Tokenholders may approve Constitutional B3IPs and Non-Constitutional B3IPs (each as defined in the B3 DAO Constitution) in order to:
(i) modify the text or procedures of the B3 DAO Constitution;
(ii) install or modify the software on the B3 Protocol;
(iii) approve funding requests from the DAO Treasury (as defined in the B3 DAO Constitution);
(iv) appoint and remove members of the Security Council in accordance with the B3 DAO Constitution; and
(v) approve any other action in accordance with the B3 DAO Constitution, the Foundation Articles and these Bylaws.The Foundation Director(s) shall engage in any activity which, in their reasonable discretion, does not contradict the terms set forth in any B3IP approved by Tokenholders, the B3 DAO Constitution, these Bylaws, or the Foundation Articles, including but not limited to the following actions:
(i) approve transactions from the Administrative Budget Wallet;
(ii) coordinate emergency operations with the Security Council on behalf of the B3 DAO or the Foundation;
(iii) make changes to these Bylaws if the Foundation Directors believe such changes would improve the Foundation Directors’ ability to fulfill their obligations (the “Amendment Authority”); and
(iv) call and hold emergency meetings ("Emergency Meetings") to enable the Foundation Directors and the Security Council to rapidly respond to an imminent security threat to the B3 DAO, any protocol utilizing the Token, the Tokenholders, or the Foundation, and the same rules that apply to Foundation Directors meeting in accordance with the Foundation Articles will apply to Emergency Meetings, except that there is no quorum requirement for an Emergency Meeting.
4. Proposal Phases, Requirements and Structure
The provisions set out in Section 2 of the B3 DAO Constitution shall apply.
Foundation Director Rejection: If, following the approval of a B3IP by the B3 DAO, a majority of the Foundation Director(s) acting in the best interests of the Foundation reasonably determine that such B3IP, if implemented, would:
(A) compromise the Foundation Director(s)' fiduciary duties as they are owed to the Foundation;
(B) be in violation of these Bylaws, the Foundation Articles, the B3 DAO Constitution, the B3IP Process, any statutory requirements of Cayman Islands Laws or the laws or regulations of any other applicable jurisdiction;
(C) cause the Foundation to be in breach of any contracts, agreements or any other arrangements; and/or
(D) be against the best interests of the Foundation,such Foundation Director(s) may notify the Security Council of their obligations under the B3 DAO Constitution to undertake an Emergency or Non-Emergency Action, or take such other steps as are required to reject such B3IP.
5. Relationship between the Foundation and the Tokenholders
The Tokenholders are represented by the Foundation, which represents the Tokenholders' interests in connection with contractual and legal processes, including regulatory compliance and those other matters set forth in the Foundation Articles.
The Foundation has engaged with certain third parties to provide services as the Foundation Director(s) and Foundation Supervisor, as required by Cayman Islands Law. In accordance with the terms of the Foundation Articles and these Bylaws, and subject to Cayman Islands Law, the Foundation Director(s) and Foundation Supervisor are required to act at the direction of the Tokenholders in respect of certain matters.
The Tokenholders shall ensure that the Foundation has sufficient authority and resources, including funding, to execute upon the Foundation’s mandate, meet the Foundation’s obligations under applicable law, and satisfy the Foundation’s contractual obligations entered into in accordance with the Foundation Articles or these Bylaws.
The Foundation's Directors are authorised to take any actions reasonably necessary on behalf of the Foundation to give effect to a vote of the Tokenholders including passing any director resolutions to memorialise such vote.
To the extent there is ever a conflict between the provisions of the Bylaws and the Foundation Articles, the Foundation Articles will prevail.
Foundation Directors are not fiduciaries for the Tokenholders.
6. Dispute Resolution
Should a controversy, dispute or claim arise out of or in relation to these Bylaws ("Dispute"), the Foundation, the Directors, the Supervisor or the Tokenholders (as appropriate) must give 30 days' notice of such Dispute to the relevant party/ies (the "Notice of Dispute"). Should the Dispute not be resolved at the expiration of 30 days after service of the Notice of Dispute, the relevant party may commence arbitration proceedings in accordance with 6(b) below. In any dispute involving the actions of the Foundation Directors or the Supervisor, the Foundation, and not the Foundation Directors or Supervisor, shall be party to the arbitration proceedings. In any dispute involving the actions of the Directors, the Supervisor may commence arbitration proceedings against the Directors in accordance with Section 6(b) below.
Should the Dispute remain at the expiration of 30 days after service of the Notice of Dispute, the Dispute shall be settled by arbitration administered by the Cayman International Mediation and Arbitration Centre (“CI-MAC”) in accordance with the CI-MAC Arbitration Rules (the “Arbitration Rules”) in force as at the date of these Bylaws, which Arbitration Rules are deemed to be incorporated by reference to these Bylaws, and governed by the Arbitration Act (as amended) of the Cayman Islands. All disputes shall be heard by a single arbitrator to be appointed in accordance with the Arbitration Rules. The law of the arbitration shall be the law of the Cayman Islands. The language of the arbitration shall be English. The arbitration shall be seated in George Town, Grand Cayman, Cayman Islands. The arbitration shall be commenced following the expiration of 30 days after service of the Notice of Dispute and the aggrieved party’s notification to the other of the particulars of the controversy or claim along with the aggrieved party’s proposed arbitrator obtained from a list of potential arbitrators maintained by CI-MAC. Where the notified party does not agree with the choice of arbitrator or if no agreement on the choice of arbitrator can be reached within thirty (30) days, then an arbitrator will be one chosen by CI-MAC having reasonable experience in transactions of the type provided for in these Bylaws. The arbitrator shall render the award within three (3) months of the commencement of the arbitration, unless such time limit is extended by the arbitrator. Prior to the issue or delivery of arbitral award, each party will bear its own costs in respect the arbitration, following which the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. An award by the arbitrator shall be final and conclusive and binding upon the parties and shall not be subject to further appeal. Each party may enforce any award granted in accordance with this Section 6 in any court of competent jurisdiction. The arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and all hearings shall be recorded, with such record constituting the official transcript of such proceedings. No action at law or in equity based upon any claim arising out of or related to these Bylaws shall be instituted in any court of any jurisdiction. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.