The Statuten is public, and I would like to thank CF staff member (I wasn’t sure if I could say his name) for providing it to me.
https://www.zefix.ch/en/search/entity/list/firm/1276832
The Cardano Foundation is basically bound by its purpose and the Statuten. In order to change the Statuten, approval from the supervisory body is required in addition to the approval of the Board.
The Cardano Foundation’s Statuten consists of 15 simple Art.
If you want to understand the Cardano Foundation, it is important to understand this.
Purpose
Promotion of new technology developments and applications, in particular the promotion of new open decentralized software architectures. The aim is to enable, promote and maintain decentralized and open new technology structures. The main focus - but not the only one - is to promote the development of the so-called Cardano protocol and the corresponding technology, as well as the promotion and support of applications using the technology or protocol; full description of purpose according to the statutes
Statuten - Bylaws CARDANO Foundation 2023
Stiftungsstatuten bilingual.pdf (90.7 KB)
I. Name, domicile, purpose, assets
Art. 1 Name, domicile
A foundation named CARDANO Foundation with legal domicile in Zug. Any transfer of domicile to another location is per approval of the supervisory authority.
Art. 2 Purpose
The Foundation’s mission is to promote developments for new technologies as well as applications, primarily within new, open and decentralised software architectures. It is the aim that decentralised and open technologies will be developed, nurtured, promoted and maintained. A focus dominates the promotion of the development of the Cardano Protocol and the relevant technology for it in addition to the promotion and support of applications using the technology or the Protocol.
For this purpose, the Foundation can
● promote respective third-party activities;
● finance respective activities and projects;
● receive and distribute contributions and take part in other companies;
● issue, receive, spend or hold digital blockchain-based information units (no trading);
● support the Cardano ecosystem;
● talk with the regulator as well as third parties;
● Support the development and promotion of ADA respectively the Cardano protocol;
● hold and grant IP rights and/or licences, supply audit and technical oversight services to conduct the issuance and sale of tokens and development for the Cardano Protocol;
● conduct and support all business and/or participate in all transactions as well as taking all actions that support the purpose of the Foundation.
The Foundation may delegate any of its duties to other organisations, create and/or foster such existing organisations.
Within its purpose, the Foundation takes an active role in Switzerland and abroad.
The Foundation is of a non-profit nature and is not seeking profits.
Art. 3 Assets
The Foundation capital is composed of the dedicated assets (‘initial assets’) and other contributions.
The initial capital is CHF 50’000.-.
Contributions to the Foundation may at any time be made.
II. Organisation
Art. 4 Bodies
The bodies of the Foundation are:
● The Foundation Board;
● The statutory Auditor, except where the Foundation has been relieved of its duty to have a statutory Auditor by the supervisory Authority;
● The Foundation Board can have a management body appointed of one or more persons. The members of the management body may not be members of the Foundation Board. The management body’s tasks and competences shall be defined in a regulation.
● If needed the Foundation Board may appoint further bodies.
Art. 5 Foundation Board
The Foundation Board shall consist of a minimum of three (3) and a maximum of seven (7) individuals or representatives of legal entities.
The Foundation Board shall be composed in such a way to ensure that a responsible fulfilment of the Foundation’s purpose exists. If possible, a majority of the members of the Foundation’s Board shall be people with experience in specialised knowledge in the area of the new, open and decentralised technologies.
The Foundation Board selects and constitutes itself.
The Foundation Board regulates the right of representation, whereby only ‘joint signatures at two’ rights shall be allowed for the whole Foundation (including other people with authorised signing rights who are registered with the commercial registry).
The Foundation Board shall make decisions on the assessment relating to attendance fees, other compensation and expenses to members.
Art. 6 Term of office
The term of office of members of the Foundation Board is two (2) years. Re-election is subject to Art. 6 para. 3 lit. b-e and is possible without limit.
The Foundation Board is selected by the current members by cooptation for each new term of office.
The Foundation Board members retire:
a. after expiry of the term of office without re-election;
b. due to resignation;
c. when reaching the age limit pursuant to its regulations;
d. loss of ability to act on responsibilities and death;
e. if being excluded for important reasons by the Foundation Board, whereas an important reason is given by infringing substantial obligations or the member is no longer capable to properly fulfil its duties.
Art. 7 Responsibilities
The Foundation Board leads the Foundation according to best judgement and represents it externally. All power and rights not expressly reserved for another Foundation’s body in these Bylaws are to be assumed by the Foundation Board.
The Foundation Board may delegate management responsibilities and asset management to appropriate third parties.
The following tasks are non-delegable and irrevocable:
● Election and dismissal of the Foundation Board members;
● Election and dismissal of management;
● Election and dismissal of the Auditor;
● Applying for an exemption from the audit requirement;
● Establishment and review of asset management;
● Approval of the annual budget and business plan;
● Policy decisions with regard to grants;
● Approval of the annual accounts and annual report;
● Approval of the report of the statutory Auditor; 9/11
● Reporting to the supervisory authority;
● Actions resulting from over-indebtedness;
● Representation regulation of the Foundation and signing authority;
● Adoption, amendment and cancellation of Foundation regulations;
● Application for changes to the Bylaws of the Foundation;
● Application to the supervisory authority to terminate the Foundation and use of liquidation assets;
● Applications to the commercial register;
● Accounting standard determination.
The Foundation Board is to issue one or many regulations regarding the details of the organisation and the management. Changes in the regulations that align with the purpose of the Foundation are always allowed. These regulations as well as their changes require the approval of the supervisory authority.
Art. 8 Invitation to Foundation Board meetings and resolutions
The invitation and decision making process for the meetings of the Foundation Board shall be set out in separate regulations.
Art. 9 Liability of the Foundation Board
All persons who are involved in the administration, management or audit of the Foundation are to be held responsible for the damage they cause due to intentional or negligent violation of their duties.
If several persons are liable for any damage, each of them is jointly and as a group liable, depending on the extent to which the loss can be personally attributed to them on the basis of their own negligence and circumstances.
The Foundation may purchase and maintain insurance against any liability asserted against the members of the Foundation Board, members of the management, employees and agents in their capacity as such.
The Foundation shall indemnify persons involved in the administration or management for costs incurred in safeguarding their interests for lawsuits or other legal and/or administrative proceedings in connection with the due execution of their duties, provided such costs are not already covered by respective insurance.
Art. 10 Auditor
An independent external Auditor is elected by the Foundation Board in accordance with the statutory provisions. The review of the accounting shall be done by the Auditor on an annual basis. The Auditor shall report back the outcome to the Foundation Board and the supervisory authority.
III. Additional terms
Art. 11 Change of the Bylaws
The Foundation Board has the possibility to request a change of these Bylaws with a resolution of a two-thirds majority by means of the supervisory authority within the meaning of Article 85, 86 and 86b of the Swiss Civil Code.
Art. 12 Dissolution of the Foundation
The duration of the Foundation is unlimited.
With reasons only provided by law, an early termination of the Foundation may take place (Article 88 Swiss Civil Code) and then solely with the approval of the supervisory authority by resolution of the Foundation Board with a two-thirds majority.
During termination, the Foundation Board is to transfer the remaining assets to organisations and / or foundations, which are tax-exempt due to their public or non-profit purposes. These organisations and / or foundations shall have the same or a similar purpose (e.g. University or institute with a focus in the field of open-source decentralised software technologies). Redemption payments are excluded of Foundation assets to the Founder or their legal successors.
Art. 13 Commercial register
The Foundation is registered in the Commercial register in Zug.
Art. 14 Supervisory authority
The Foundation is subject to the supervision of the Swiss Federal Supervisory Authority.
Art. 15 Language
The decisive version of these Bylaws shall be in German. In case of discrepancy between the German version and its English translation, the German version shall prevail.