1. 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.

2. Defined Terms

3. Voting Matters

3.1 Tokenholder Authority

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.

3.2 Foundation Director Authority

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;

4. Proposal Phases, Requirements and Structure

4.1 B3 DAO Constitution Application

The provisions set out in Section 2 of the B3 DAO Constitution shall apply.

4.2 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

5.1 Representation

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.

5.2 Service Providers

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.

5.3 Resources and Authority

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.

5.4 Director Authority

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.

5.5 Conflicts and Fiduciary Duties

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

6.1 Notice Requirements

Notice of Dispute Process

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.

6.2 Arbitration Process