Bylaws of the BSV USA Association

How to read this draft:

• Words in [square brackets] are open choices. Each one is listed as a question in the last section, "Decisions we need from reviewers."
• Notes in italics explain why a rule is written the way it is. They are for reviewers and come out of the final text.
• The draft assumes a nonprofit corporation formed under the law of [STATE] that will apply for exemption under Section 501(c)(6) of the Internal Revenue Code. Counsel should check every rule against that state's nonprofit statute and replace anything the statute does not allow.
• The membership registry described here is planned, not built. Article XIII says what happens until it works.

Art. IName, Purposes and Definitions

Section 1.1. Name. The name of the corporation is [BSV USA Association] (the "Association").

Section 1.2. Nature. The Association is a nonprofit trade association. It is organized under the [STATE] nonprofit corporation law and operates as a business league under Section 501(c)(6) of the Internal Revenue Code.

Section 1.3. Purposes. The Association exists to improve business conditions for the BSV blockchain industry in the United States. To do that, it will:

1. Act as a named, accountable and transparent point of contact for US exchanges, custodians, index providers, issuers and regulators on matters about the BSV blockchain.
2. Prepare and publish due diligence materials about the BSV blockchain, including legal, technical, security and governance information, and keep them current.
3. Develop and promote good practices for businesses that build on, operate, custody or trade on the BSV blockchain.
4. Comment on public policy and proposed regulation on the record, in the Association's own name.
5. Educate the public, businesses and policymakers about the BSV blockchain.
6. Keep an accurate public record of the Association's own claims, decisions and finances.

Section 1.4. What the Association does not do.

1. It does not give investment advice. It does not promote the price of any asset.
2. It does not perform particular services for individual members as a business would. Its work serves the industry as a whole.
3. It does not hold, control or take custody of any member's BSV.
4. It does not pay any exchange, venue or custodian to list or support any asset.

Section 1.5. Measure of progress. The board reports to members at least once a year on the number of US regulated trading venues and qualified custodians that support BSV. The board treats the first relisting of BSV for spot trading on a major US exchange as the Association's first major milestone. This section states the goal. It creates no duty to any third party.

Section 1.6. Definitions. In these bylaws:

• "Board" means the board of directors of the Association. A person who holds a seat on the board is a "Board Member." The officer title "Director" is used for the chief executive in Article V. To avoid confusion, these bylaws call the people on the board "Board Members." Counsel should confirm this works under state law.
• "Registry" means the membership registry the Association maintains under Section 2.4.
• "Identity Key" means a BSV public key that a member controls and binds to the member's record in the Registry.
• "Lock" means BSV that a person holds in a wallet the person controls, made unspendable by the person's own transaction until a stated block height. The Association never holds the keys to a Lock.
• "Anchor" means to publish a cryptographic hash of a document or data set in a transaction on the BSV blockchain, so anyone can later check that the document has not changed.
• "Voting Members" means members in good standing of the Voting class under Section 2.2.
• "Supermajority" means at least 75 percent of the votes cast, with the quorum in Section 3.6(b) met.
• "Days" means calendar days.

Art. IIMembers

Section 2.1. Who may join. Any natural person or business that supports the purposes in Section 1.3 and agrees to these bylaws, the antitrust policy and the conflict of interest policy may apply. Membership is open to people outside the United States. [Board seats and officer roles are limited to US persons; see Section 4.3.]

Section 2.2. Classes of membership. The Association has three classes of members.

(a) General Members. Any natural person who completes basic verification under Section 2.4(a) becomes a General Member. General Members may take part in discussions, attend meetings of members, join working groups and contribute to projects. General Members do not vote.

(b) Voting Members. A General Member becomes eligible to apply for the Voting class after 90 days of continuous verified membership. To be approved, the applicant must:

1. Complete full identity verification under Section 2.4(b);
2. Sign a statement agreeing to these bylaws and the Association's purposes;
3. File a conflict of interest disclosure;
4. Show participation in the Association, such as attending meetings, working on a project or helping with outreach, under published criteria the Governance and Review Committee sets; and
5. Not hold, directly or through another person, any other membership record in the Registry.

Each Voting Member has one vote. The vote is personal. It cannot be transferred, sold, delegated by proxy or exercised by anyone else. Voting Members confirm their eligibility each year under Section 2.7.

(c) Business Members. A company, partnership, nonprofit or other organization may join as a Business Member. It names one natural person as its representative, who must complete basic verification. Business Members may take part in working groups and attend meetings of members. Business Members do not vote as organizations. [A Business Member's representative may become a Voting Member only in their own right, on the same terms as anyone else, and holds no extra vote because of the business.]

Section 2.3. No weighted voting. No person or organization gains any extra vote, seat, office or power over the Association because of:

1. The amount of BSV or any other asset they hold or have locked;
2. The dues they pay; or
3. Any donation, sponsorship or other payment they make.

One verified natural person has one vote. This rule is a standing commitment under Article VIII and can be changed only as Article XI allows.

Section 2.4. Verification through the Registry.

(a) Basic verification. To become a General Member or a Business Member representative, a person:

1. Proves control of an X account by a method the Registry publishes, such as posting a signed message from that account; and
2. Binds an Identity Key to their Registry record by signing a challenge with that key.

(b) Full identity verification. To become a Voting Member, a person must also prove to the Governance and Review Committee, or to a verification provider the Committee names, that they are a real, unique natural person who holds no other record in the Registry. [The documents used are reviewed in confidence and are not published. The Registry stores only a record that verification passed, the date, and who performed it.] This answers the concern raised in organizer discussions that locked coins alone cannot stop one party from controlling many accounts.

(c) What is public. The public roll shows, for each member, the X handle, the Identity Key, the class, the date verification passed and, if the member chooses, any Lock the member has registered. Legal names of members are not published unless the member is a Board Member or officer, or chooses to publish it.

(d) Changes and recovery. A member who loses control of an X account or an Identity Key may apply to the Governance and Review Committee to rebind a new one. The Committee may require full identity verification again before approving. The old record is marked superseded, not deleted.

(e) Optional Locks. Any member may register a Lock in the Registry. Registering a Lock never adds to a member's vote. A Lock matters only for board eligibility under Section 4.3.

Section 2.5. Dues. The board sets annual dues for each class. Dues are flat within each class. Dues for General and Voting Members may not exceed [$100] per year. Dues for Business Members may not exceed [$1,000] per year. The board may waive dues for hardship under a published rule. [The board may set dues at zero for General Members.] Nonpayment of dues after [60] days' notice moves a member to inactive status until paid. It is not removal.

Section 2.6. Resignation. A member may resign at any time by signed notice through the Registry or by written notice to the Secretary. Resignation does not refund dues already paid. The member's record is marked resigned and kept in the history.

Section 2.7. Annual confirmation. Each year, on a schedule the Governance and Review Committee publishes, each Voting Member signs a confirmation with their Identity Key that their details and conflict disclosure are current. A Voting Member who does not confirm within [30] days after notice moves to General status until they do.

Section 2.8. Suspension and removal.

(a) Grounds. A member may be suspended or removed only for documented conduct of the following kinds:

1. Identity fraud, or holding more than one membership record;
2. Manipulating or attempting to manipulate an election or vote;
3. A false statement in a disclosure, verification or Lock attestation;
4. Serious misconduct, such as threats, harassment or fraud, connected to the Association; or
5. Repeated, material breach of the antitrust policy or conflict of interest policy after written warning.

Criticism of the Association or its leaders, competing ideas, and disagreement are never grounds for suspension or removal.

(b) Process.

1. Any member may file a complaint with the Governance and Review Committee. The Committee decides whether the complaint states one of the grounds above.
2. If it does, the Committee gives the member written notice of the facts claimed and the evidence, and at least [15] days to respond in writing or at a hearing.
3. The Committee decides by at least two of its three members. A decision to suspend or remove must give written reasons.
4. A Committee member who has a conflict of interest, or who filed the complaint, does not take part. The board appoints a temporary replacement who is a Voting Member without a conflict.

(c) Appeal. A member may appeal within [30] days to an Appeals Panel of three Voting Members chosen by lot from Voting Members who are not Board Members, not on the Governance and Review Committee and have no conflict. The Panel may confirm, change or reverse the decision. Its decision is final within the Association.

(d) Interim measures. While a complaint about identity fraud or election manipulation is pending, the Committee may suspend the member's voting rights for up to [45] days if the evidence is strong and an election is under way.

(e) Records. The outcome of each case is published with the member's handle and the ground found. Evidence and personal details are kept confidential except as the member agrees.

Section 2.9. No personal liability. Members are not personally liable for the debts or obligations of the Association.

Art. IIIMeetings of Members

Section 3.1. Annual meeting. The Association holds an annual meeting of members each year in [month]. At the annual meeting, the board reports on the year, the budget and the measure in Section 1.5, and Voting Members elect Board Members for the seats whose terms are ending.

Section 3.2. Special meetings. The board, the Director, or at least [10] percent of Voting Members by signed petition may call a special meeting. The notice must state the business. Only that business may be decided.

Section 3.3. Form of meetings. Meetings may be held in person, online, or both, so long as every member who attends can hear and be heard. [Recorded X Spaces with a published agenda may be used for meetings where no vote is taken.]

Section 3.4. Notice. The Secretary gives notice of each meeting at least [14] days and no more than [60] days before it. Notice for a vote under Article XI or XII must be given at least [30] days before. Notice is given through the Registry, by posting on the Association's website and official X account, and by any other method the board adopts. Notice states the date, time, place or link, and the business to be decided.

Section 3.5. Record date. Only those who are Voting Members on the record date may vote. The record date is set by the board and is no more than [60] days before the vote. For a Supermajority vote, a member must also have been a Voting Member for at least 90 days on the record date. This prevents a sudden wave of new members from deciding a fundamental question.

Section 3.6. Quorum.

(a) For ordinary business, quorum is [10] percent of Voting Members casting a vote or attending.

(b) For any Supermajority vote, quorum is [33] percent of eligible Voting Members casting a ballot.

Section 3.7. Voting through the Registry.

(a) Voting Members may vote by electronic ballot through the Registry, during or before a meeting, as the notice states. A ballot is valid only if signed with the Voting Member's registered Identity Key.

(b) Each ballot period is open for at least [7] days unless the board shows a reason for a shorter period in the notice.

(c) [Individual ballots are secret. The Registry publishes a commitment for each ballot so each voter can check that their ballot was counted as cast, without revealing how anyone voted.] Counsel should confirm whether the state statute allows secret electronic ballots for members.

(d) After the ballot period closes, the Secretary publishes the result, the number of eligible Voting Members, the number of ballots cast, and the tally.

(e) The roll of eligible Voting Members on the record date, the ballot commitments and the result are each Anchored on the BSV blockchain within [3] days after the vote closes.

Section 3.8. Required majority. Unless these bylaws require more, a question is decided by a majority of votes cast, with quorum met. Board elections are decided under Section 4.5.

Section 3.9. Action without a meeting. Voting Members may act without a meeting by electronic ballot under Section 3.7, with the same notice, quorum and majority that would apply at a meeting.

Section 3.10. Inspectors. For each election and each Supermajority vote, the board names [two] inspectors who are not candidates and not on the board. They check the roll, the count and the Anchors, and sign a report that is published with the result.

Art. IVBoard of Directors

Section 4.1. Powers. The board manages the affairs of the Association, subject to these bylaws, the articles of incorporation and the law.

Section 4.2. Number. The board has at least five and no more than seven seats. The board sets the number within that range by resolution, but may not shorten the term of a sitting Board Member by doing so. [The Director serves on the board as a voting Board Member during their term as Director.]

Section 4.3. Eligibility. To be elected or appointed, and to keep a seat, a Board Member must:

1. Be a Voting Member in good standing;
2. Serve under their legal name, published on the Association's website with a short biography. No Board Member may be pseudonymous;
3. [Be a US citizen or resident;]
4. File and keep current a conflict of interest disclosure, which is published in summary;
5. Hold a Lock, registered in the Registry, of at least [AMOUNT] BSV, ending no earlier than [a block height at least TERM after the end of the term sought]. The board sets the amount and term by resolution at least [90] days before each election, and may not change them for an election already noticed; and
6. Sign an attestation that the locked BSV is their own, held in a wallet they control, and was not lent, given or funded by another person in exchange for any promise about how they will act. A false attestation is grounds for removal under Section 4.8.

The Lock requirement applies to Board Members only. It never applies to voting. This is the compromise reached in organizer discussions: holding BSV shows commitment for those who govern, but voting stays one person, one vote.

Section 4.4. Terms. Board Members serve two-year terms, staggered so that about half the seats are elected each year. A Board Member serves until a successor takes office. [No Board Member may serve more than three consecutive full terms.] [No more than [two] Board Members may be employed by or hold a controlling interest in the same organization.]

Section 4.5. Elections.

(a) The Governance and Review Committee publishes a call for candidates at least [45] days before the annual meeting. Any Voting Member who meets Section 4.3 may stand by filing a statement and disclosures.

(b) The Committee checks each candidate against Section 4.3 and publishes the list of qualified candidates, with their statements and disclosures, at least [21] days before voting opens. A candidate found not qualified may appeal under Section 2.8(c).

(c) Voting Members elect Board Members by ballot under Section 3.7. [Each Voting Member may vote for as many candidates as there are open seats. The candidates with the most votes win.] Ties are broken by [a run-off ballot].

(d) No candidate may offer anything of value in exchange for a vote.

Section 4.6. First board. The first board is named in the articles of incorporation or by the incorporator. It serves until the first election, which must be held within [six] months after the Registry is in service under Article XIII. At the first election, seats are divided by lot into one group with a one-year term and one with a two-year term, to start the stagger.

Section 4.7. Vacancies. The board may fill a vacancy by majority vote of the remaining Board Members, choosing a person who meets Section 4.3. The appointee serves until the next annual meeting, when Voting Members elect someone for the rest of the term.

Section 4.8. Removal.

(a) Voting Members may remove a Board Member, with or without cause, by a vote of [two-thirds] of votes cast with the quorum in Section 3.6(b) met.

(b) The board may remove a Board Member by a vote of [two-thirds] of the other Board Members for: a false attestation or disclosure; a Lock ending early or being spent; loss of Voting Member status; missing [three] consecutive regular meetings without excuse; or a serious breach of these bylaws or the Association's policies. The Board Member gets written notice and a chance to respond first, and may appeal to Voting Members at the next meeting of members.

Section 4.9. Resignation. A Board Member may resign by written notice to the Secretary.

Section 4.10. Meetings. The board meets at least [monthly] for the first year and at least [quarterly] after that. Meetings may be held online. The Director or any [two] Board Members may call a special meeting on at least [3] days' notice, or 24 hours' notice in an emergency stated in the notice. Members may observe regular board meetings except for parts closed for personnel, legal advice, security or contract negotiations, which the minutes must note.

Section 4.11. Quorum and voting. A majority of Board Members in office is a quorum. A decision of the board needs a majority of Board Members present at a meeting with a quorum, unless these bylaws require more.

Section 4.12. Action without a meeting. The board may act without a meeting if [all] Board Members consent in writing or by signed electronic record. The consent is filed with the minutes and published under Article IX.

Section 4.13. Compensation. Board Members serve without pay. The Association may reimburse reasonable, documented expenses under the budget.

Art. VOfficers

Section 5.1. Officers. The officers are the Director, the Secretary and the Treasurer. The board may create other offices. One person may not hold the offices of Director and Treasurer at the same time.

Section 5.2. Officers are named. Every officer serves under their legal name, published on the Association's website. No officer may be pseudonymous. Every officer must be a Voting Member, [except during the period described in Article XIII].

Section 5.3. Election and term. The board elects officers for [one-year] terms. An officer serves until a successor takes office. The board may remove an officer at any time by majority vote of Board Members in office.

Section 5.4. Director. The Director is the chief executive of the Association. The Director carries out the board's decisions, speaks for the Association in public, signs contracts and filings the board approves, and leads the staff and volunteers. The Director reports to the board at each regular meeting.

Section 5.5. Secretary. The Secretary keeps the minutes of the board and of members, gives notice of meetings, keeps the roll from the Registry, keeps the corporate records, and arranges the publication and Anchoring required by Article IX.

Section 5.6. Treasurer. The Treasurer keeps the books, prepares the budget with the Director, publishes the monthly statement under Section 7.3, and oversees deposits and payments.

Section 5.7. Founding Advisor. The board may name the founder of the Association as Founding Advisor.

1. The Founding Advisor is not an officer and not a Board Member.
2. The Founding Advisor may serve under a pseudonym. The Association will not publish the identity of a pseudonymous Founding Advisor.
3. The Founding Advisor may attend board meetings without a vote, give advice, and host Association events such as public audio meetings.
4. The Founding Advisor has no power to sign for, bind or spend the money of the Association, and does not speak for the Association on any matter the board has not approved.
5. The Founding Advisor files a conflict of interest disclosure with the Governance and Review Committee, which keeps it confidential.
6. The board may end the role at any time.

Officers and Board Members must be named because institutional reviewers need accountable people. An advisor without authority can stay pseudonymous without weakening that.

Art. VICommittees and Working Groups

Section 6.1. Standing committees. The Association has the four standing committees below. Each is chaired by a Board Member or officer named by the board unless this Article says otherwise. Committees advise and act only within the authority the board gives them in writing. Committee charters are published.

Section 6.2. Market Access Committee. Prepares and maintains the due diligence materials described in Section 1.3. Manages the Association's contact with exchanges, custodians, index providers and issuers. All contact with an exchange or custodian is made by a named person acting for the Association, through that firm's official channels, and is logged under Section 9.3. The Committee follows Section 8.5.

Section 6.3. Security and Infrastructure Committee. Prepares the technical parts of the due diligence materials, including security disclosures, incident history and guidance for businesses that run BSV infrastructure. It also oversees the security of the Registry and of the Association's own systems and keys.

Section 6.4. Governance and Review Committee.

(a) The Committee has three members, all Voting Members, none of whom is a Board Member or officer. [During the period in Article XIII, members may be General Members who have completed full identity verification.]

(b) The Committee reviews applications for the Voting class against published, objective requirements; runs full identity verification; checks board candidates; hears complaints under Section 2.8; and keeps the conflict of interest disclosures.

(c) Decisions need at least two of three members. Every rejection gives written reasons. Appeals go to the Appeals Panel under Section 2.8(c).

(d) The first Committee is appointed by the board and serves until the first board election. After that, Voting Members elect Committee members to staggered [two-year] terms at the annual meeting.

(e) The Committee publishes a summary each quarter: applications received, approved and rejected, cases opened and closed, and appeals.

Section 6.5. Communications Committee. Manages the Association's website, official accounts, public meetings and statements. Every public statement of fact about the Association must first be entered in the claims ledger under Section 9.3 with its evidence. The Committee publishes meeting agendas in advance and minutes or summaries afterward.

Section 6.6. Working groups. The board may create working groups for specific projects and close them when the work is done. Any member may join a working group. Working groups make recommendations; they do not act for the Association.

Section 6.7. Antitrust in committees. Every committee and working group follows the antitrust policy in Section 8.3. Every meeting has a written agenda, and minutes are kept.

Art. VIIFinance

Section 7.1. Fiscal year. The fiscal year is [the calendar year].

Section 7.2. Budget. The Treasurer and Director propose an annual budget. The board adopts it before the fiscal year starts and publishes it within [7] days after adoption. Spending beyond the budget by more than [10] percent in any category needs a board vote, which is published.

Section 7.3. Monthly statement. Within [15] days after each month ends, the Treasurer publishes a statement of money received, money spent by category, balances, and any debts. The statement is Anchored on the BSV blockchain.

Section 7.4. Payments and signatures. Any single payment or commitment above [$1,000] needs approval from two officers, or one officer and one Board Member, neither of whom is the payee. The Association's funds are held in accounts in the Association's name. Any digital assets the Association owns are held with [multi-signature control requiring two of three named officers or Board Members].

Section 7.5. Donations.

(a) No donor may give more than [$25,000] or [20] percent of the Association's revenue in the prior fiscal year, whichever is greater, in any fiscal year, without a board vote that is published with the donor's name. [The board may approve a larger gift only if it comes with no conditions on the Association's positions.]

(b) The Association does not accept anonymous donations above [$250] from any one source in a fiscal year. Donors who give more than [$1,000] in a fiscal year are named in the published records.

(c) No donation gives the donor any vote, seat, office or say in the Association's positions. The Association refuses any donation offered on those terms.

(d) Donations to a 501(c)(6) association are not deductible as charitable contributions. The Association must say so when it asks for money.

Section 7.6. Members' BSV. The Association never holds, controls or has access to any member's Lock or private keys. A Lock is the member's own property at all times.

Section 7.7. Review. [Once annual revenue exceeds [$100,000], the board engages an independent accountant to review or audit the annual financial statements, and publishes the result.]

Section 7.8. Loans. The Association makes no loans to Board Members or officers.

Art. VIIIStanding Commitments

These commitments can be changed only as Article XI allows.

Section 8.1. No rename of the chain or ticker. The Association will not propose, promote, fund or endorse any change to the name of the BSV blockchain or its ticker unless Voting Members first approve it by Supermajority.

Section 8.2. No litigation against exchanges. The Association will not file, fund, join, support or threaten any lawsuit or claim against any exchange, trading venue or custodian unless Voting Members first approve it by Supermajority. This does not stop the Association from defending itself, answering lawful process, or making complaints to a regulator about a specific harm to the Association that the board approves and publishes.

Section 8.3. Antitrust compliance. The board adopts and publishes an antitrust policy before the Association holds its first meeting of members. Under it, members and the Association do not discuss or agree on prices, fees, wages, output or terms of business, or agree to deal or refuse to deal with any firm. Every meeting follows a written agenda and keeps minutes. Counsel reviews the policy each year. Every member agrees to it when joining.

Section 8.4. Conflicts of interest. The board adopts and publishes a conflict of interest policy. Under it:

1. Board Members, officers and committee members disclose financial and business interests that could affect their judgment, including holdings in, employment by or payments from any exchange, custodian or competing association.
2. A person with a conflict on a matter discloses it and does not vote on it. Disclosure and recusal are the normal remedy, not removal.
3. Disclosures are updated each year and whenever they change.

Section 8.5. Named humans speak to exchanges. All communication from the Association to an exchange, trading venue or custodian is sent by a named person acting for the Association. The Association does not use automated or AI agents to send messages to any exchange, venue or custodian. Automated tools may help prepare materials that a named person reviews and sends.

Section 8.6. Named leadership and published budget. The Association keeps its Board Members and officers named under Sections 4.3 and 5.2, and publishes its budget and monthly statements under Article VII.

Section 8.7. One person, one vote. Section 2.3 is a standing commitment.

Section 8.8. Truthful public claims. The Association makes no public claim of fact about itself, its partners or its progress unless the claim is entered in the claims ledger with its evidence first.

Art. IXRecords and Transparency

Section 9.1. Minutes. The Secretary keeps minutes of every meeting of the board, of members and of each standing committee. Minutes record who attended, what was decided, how each Board Member voted on each board decision, and any conflicts declared. Draft minutes are published within [7] days after the meeting and final minutes within [7] days after approval.

Section 9.2. What is published. The Association publishes on its website:

1. The articles of incorporation, these bylaws and every amendment;
2. The names and biographies of Board Members and officers, and summaries of their conflict disclosures;
3. The budget, monthly statements and annual financial statements;
4. Minutes under Section 9.1;
5. Results of every vote of members, with the inspectors' report;
6. The public roll under Section 2.4(c);
7. The claims ledger;
8. Committee charters, the antitrust policy and the conflict of interest policy; and
9. The annual report required by Section 1.5.

Section 9.3. Claims ledger. The Association keeps a public claims ledger. For each public claim of fact the Association or its officers make about the Association, it lists the claim, the date, who made it, the evidence, and its status: verified, unverified, corrected or withdrawn. The ledger also logs each contact with an exchange or custodian under Section 6.2, with the date, firm, channel and subject, unless the firm asks that the contact stay confidential, in which case only the date and the fact of a confidential contact are logged.

Section 9.4. Anchoring. At least once a month, the Secretary Anchors on the BSV blockchain a hash of the current minutes, the claims ledger, the monthly statement and the public roll. The Secretary publishes a list of each Anchor with its transaction ID and the file it covers, so anyone can check it.

Section 9.5. Privacy. The Association publishes no member's legal name, identity documents, contact details or individual ballot except as these bylaws require or the member agrees. Identity documents are kept only as long as needed to verify and then [deleted], with a record that verification passed.

Section 9.6. Inspection. Members may inspect the Association's books and records as the [STATE] statute allows.

Art. XIndemnification and Insurance

Section 10.1. Indemnification. To the fullest extent the [STATE] statute allows, the Association indemnifies any present or former Board Member, officer or committee member against expenses, judgments, fines and settlements reasonably incurred in any proceeding brought because they served the Association, if they acted in good faith and in a manner they reasonably believed to be in the Association's best interests. The Association does not indemnify a person for willful misconduct, fraud, a knowing violation of law, or a transaction from which the person received an improper personal benefit.

Section 10.2. Advance of expenses. The Association may pay expenses in advance if the person signs an undertaking to repay them if it is later found they were not entitled to indemnification.

Section 10.3. Insurance. The Association will seek directors and officers liability insurance [once the budget allows it].

Section 10.4. Founding Advisor and volunteers. [The board may extend this Article to the Founding Advisor and to named volunteers acting within authority the board gave in writing.]

Art. XIAmendments

Section 11.1. Who may propose. The board, or at least [5] percent of Voting Members by signed petition, may propose an amendment to these bylaws.

Section 11.2. Notice. The full text of a proposed amendment is published at least [30] days before voting opens.

Section 11.3. Supermajority amendments. An amendment needs a Supermajority vote of Voting Members if it changes:

1. The purposes in Section 1.3 or the limits in Section 1.4;
2. The name of the Association;
3. Any standing commitment in Article VIII, including Section 2.3;
4. Who is eligible to vote, or the waiting periods in Section 2.2(b) or Section 3.5;
5. Article XII; or
6. This Article XI.

Section 11.4. Other amendments. Any other amendment needs at least two-thirds of votes cast by Voting Members, with the quorum in Section 3.6(a) met.

Section 11.5. Articles of incorporation. Changes to the articles of incorporation follow the same rules as the matching bylaw.

Section 11.6. Effect. An amendment takes effect when the result is published and Anchored, unless it states a later date.

Art. XIIDissolution

Section 12.1. Vote required. The Association may be dissolved only by a Supermajority vote of Voting Members, after the board recommends dissolution or after a petition of at least [10] percent of Voting Members.

Section 12.2. Assets. On dissolution, after paying debts, the Association's remaining assets go to one or more organizations exempt under Section 501(c)(6) or 501(c)(3) whose purposes are closest to the Association's, as the board chooses and the law allows. No assets go to any member, Board Member or officer.

Section 12.3. Members' Locks. Dissolution has no effect on any member's Lock or other BSV, which always remain the member's own.

Section 12.4. Final records. The final accounts, the record of the dissolution vote and the final roll are published and Anchored before the Association closes.

Art. XIIITransition Until the Registry Is in Service

Section 13.1. Interim period. Until the board certifies that the Registry can perform basic verification, full identity verification, Lock registration, signed ballots and Anchoring, and an independent reviewer the board names has tested it and published a report:

1. The first board and the first officers serve.
2. People may join as General Members by a manual process the board adopts that verifies an X account and records an Identity Key where possible.
3. No vote under Article XI or XII may be held, and the standing commitments in Article VIII may not be changed.
4. The 90-day waiting period in Section 2.2(b) counts from the date a person's verification is first recorded, manually or in the Registry.

Section 13.2. Deadline. If the Registry is not in service within [nine] months after incorporation, the board must hold the first election by another secure method that meets Section 3.7 as closely as possible, approved by counsel and published at least [30] days in advance.

Section 13.3. Initial officers. [The initial Director is John Calhoun.] [The initial Secretary and Treasurer are named by the first board.]

Section 13.4. Sunset. This Article ends when the first elected board takes office.