The Hashgraph Association
Zentrum Staldenbach 5,
Pfäffikon SZ, Switzerland
UID: CHE-431.653.200
ARTICLES OF ASSOCIATION
of The Hashgraph Association
with registered office in Freienbach SZ
I. NAME, REGISTERED OFFICE AND PURPOSE
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Art. 1 Name and Registered Office
Under the name of
The Hashgraph Association
a non-profit association ("Association") exists with registered office in Freienbach SZ, pursuant to art. 60 ff. Swiss Civil Code (SCC).
Art. 2 Purpose
¹ The purpose of the Association is to fund and promote professional training, education, and innovation programs in blockchain/distributed ledger technologies (DLT). The association may support and fund research and development as well as educate the public, issue, receive, utilize, and store
digital information, support startups, enterprises, government institutions, and other third parties for the benefit of enabling digital transformation and contributing towards a positive socioeconomic impact. It may acquire, hold, or grant trademark rights and other IP rights or licensing rights, organize conferences and other events, participate in business transactions, and take actions deemed necessary, appropriate, and related or desirable to achieve the long-term objectives of the Association.
² In the foreground is the digital enablement and empowerment of startups, enterprises, governments and the general public to adapt to the era of digital assets and decentralized finance (DeFi) through the adoption of enterprise-grade solutions and decentralized applications (dApps). For this purpose, the Association may finance or support blockchain/DLT projects which are in the interest of the general public, in particular which promote economic development, job creation, job placements, and financial inclusion with a positive environmental, social, and governance (ESG) impact. To achieve its purpose the Association can collaborate with regulators, academic institutions, industry practitioners, educators and mentors. Furthermore, the purpose of the Association is to utilize and preserve decentralized technology structures through and for the general public.
³ To the furtherance of its purpose, the Association may introduce a membership program and work with other organizations to support the performance of its duties. The Association affirms an environment favourable to the interests of a global community ecosystem as well as fostering the common good of an information society through professional training and education, entrepreneurship, innovation, and public inclusiveness. It may organize events and promote scientific research and academia in related fields by partnering with renowned public and private institutions for the benefit of its members, including providing training workshops, organizing meetings, and facilitating contacts between the Members. The Association is non-profit and does not seek to make a profit. Within the scope of its purpose, the Association may be active in Switzerland and establish a network of similar association-chapters abroad.
II. MEMBERSHIP, RIGHTS AND DUTIES
Art. 3 Types of Membership
¹ Members of the Association can be natural persons and legal entities, which
acknowledge and support the Association's purpose.
² There are the following types of membership in the association:
Founding Members
Associate Members
Ecosystem Members
Community Members
Honorary Members
³ Associate Members hold an office or active function in the Association and shall have all the rights and obligations arising from membership of the Association. Associate members identify with, adhere to, and contribute to the mission and purpose of the Association. Associate Members perform their functions in a professional and ethical manner, and in full compliance with all applicable laws, rules, and regulations. Natural persons are not eligible as Associate Members. The Hashgraph Group AG, Switzerland, has an indispensable claim to be an Associate Member.
⁴ Stefan Deiss and Kamal Youssefi are Founding Members. The Founding Members shall have all rights arising from membership of the Association. Stefan Deiss and Kamal Youssefi have an indispensable claim to be Founding Members. Founding Members are exempt from paying membership fees.
⁵ Ecosystem Members shall have all rights arising from membership of the Association, with exception of the right to vote and elect at the general meeting. Natural persons are not eligible as Ecosystem Members.
⁶ Community Members shall have all rights arising from membership of the Association, with exception of the right to vote and elect at the general meeting. Only natural persons are eligible as Community Members.
⁷ The general meeting may, on the recommendation of the Association Board, confer honorary membership on any natural person and legal entity in recognition of their contribution to the mission and purpose of the Association. Honorary Members are exempt from paying membership fees and promote the activities of the Association through their public affiliation with the Association. Honorary members do not hold office or any active function in the Association and shall have all rights arising from membership of the Association with exception of the right to vote and elect at the general meeting.
Art. 4 Begin and Termination of Membership
¹ The corresponding Membership is open to all natural persons and legal entities who support the goals and the purpose of the Association. The general meeting shall decide on admission of Ecosystem Members and, on the recommendation of the Association Board, Honorary Members, whereas the Association Board shall decide on admission of Associate Members and Community Members. Membership may be refused without stating any reasons.
² Membership requires a declaration of accession and its acceptation by the general meeting or the Association Board.
³ The membership terminates by resignation or exclusion.
⁴ Members may declare their resignation to the Association Board at any time.
⁵ The Association Board decides on the expulsion of members. It can decide this without stating any reasons.
⁶ Resigning or expelled members shall not be entitled to any refund of benefits or to the assets of the Association.
Art. 5 Rights and Duties of the Members
¹ All Associate Members and Founding Members have the same rights to vote and elect at the general meeting.
² Each Member has to pay an annual membership fee, which will be paid within 30 days upon invoice receipt. The Association shall be under no obligation to refund any fees or contributions of the Member already paid, if the membership terminates during the year.
³ The general meeting shall determine the annual membership fee.
Art. 5a Special Rights of the Founding Members
Notwithstanding anything to the contrary in these articles of association, the following actions and decisions require the affirmative vote of the Founding Members, regardless of any decisions made by the General Meeting:
Funding Initiatives
Approval or veto rights over any fundraising initiatives, treasury management activities, or capital-raising programs initiated by or on behalf of the association, including but not limited to grants, token offerings, or equivalent financial mechanisms.Strategic Direction and Material Business Decisions
Approval authority over:
Any material change to the association's strategic plan, objectives, operating model, or geographic scope.
Any decision to sell, assign, license, pledge, or otherwise encumber material technology or intellectual property, other than licenses granted in the ordinary course of business.
Any proposal to liquidate, dissolve, or wind up the association or its activities.
The issuance, sponsorship, or distribution of any digital tokens, cryptocurrencies, or other blockchain-based assets.
Any sale, transfer, or other disposal of all or substantially all of the assets of the association.
Charter Objectives
Any amendment to the purpose or mission of the association as defined in the Articles of Association.Governance Model and Membership Structure
¹ Any increase or decrease in the authorized number of Associate Members and Board Members.
² Any amendment, reclassification, or revocation of membership categories, including Founding Members, Associate Members, Honorary Members, Community Members, or Ecosystem Members.
³ No Founding Member may be removed from the association or the Board except for cause, defined as gross misconduct, criminal conviction, or breach of fiduciary duty.Investments, Divestments, and Mergers
¹ Any proposed investment, capital commitment, strategic partnership, or acquisition/disposition transaction exceeding CHF 100,000.
² Founding Members shall have consultation, veto, and/or right of first refusal with respect to any proposed merger, divestiture, or spin-off involving the association or its affiliates.
³ Any proposed incurrence of financial indebtedness above the defined threshold similarly requires Founding Member consent.Hedera Layer-1 Exclusivity
If the association intends to no longer prioritize and maintain exclusive use and promotion of the Hedera Hashgraph Layer-1 protocol for its core technological infrastructure and ecosystem engagements.THG Services Agreement
Any execution, renewal, amendment, or termination of agreements or service contracts with The Hashgraph Group AG, Switzerland, shall be subject to prior approval by the Founding Members.Hedera Enablement Programs
Founding Members shall have approval and dismissal rights over all enablement programs affiliated with the association, including but not limited to the Hashgraph Innovation Program, the Enterprise Accelerator Program or other ecosystem building programs.
Art. 6 Sanctions and disciplinary actions
The Association Board may impose the following sanctions upon Members, including Board Members and members of the Association Committees, who do not comply with material obligations under the Articles of Association:
Reprimand
Suspension
Exclusion
Art. 7 Finances
Financial resources of the Association are provided by:
Membership fees
Contributions by sponsors
Revenues from events
Gifts or other donations from natural persons or legal entities
Art. 8 Accountability
Only the Association's assets shall be liable for the Association's debts. A personal liability of the members and the board members is excluded.
Art. 9 Organizational bodies
The bodies of the Association are:
The General Meeting.
The Association Board.
Committees and Commissions appointed by the Association board.
The Auditors.
THE GENERAL MEETING
Art. 10 General provisions
¹ The General Meeting is the supreme organ of the Association.
² The General Meeting shall make fundamental decisions. In particular, it has the following duties:
Election of the Association Board, its President (subject to Art. 14 para. 3) and the auditors
Approval of the President's annual report and the minutes of the previous General Meeting
Approval of the annual budget
Approval of the annual accounts and the Auditors' report
Resolution on the amendment of the Articles of Association
Resolution on the dissolution of the Association and the liquidation of its assets
³ The President shall chair the General Meeting. If he is not able to do so, another member of the Association Board who is a Founding Member shall assume this function. The Secretary or another member of the Association Board shall take the minutes and sign them with the President.
Art. 11 Ordinary General Meeting
¹ The Ordinary General Meeting shall be held annually. It shall be convened by the Association Board in writing at least 20 days in advance, stating the agenda.
² Motions to the General Meeting shall be submitted to the President at least 10 days prior to the General Meeting.
Art. 12 Extraordinary General Meeting
¹ The Association Board may convene an Extraordinary General Meeting at any time.
² In addition, an Extraordinary General Meeting must be held if requested by at least one fifth of the members.
³ Convocation shall be in accordance with the applicable regulations for the Ordinary General Meeting.
Art. 13 Decision-making
¹ Resolutions and elections of the General Meeting shall be passed by a simple majority of the votes cast. This also applies to the amendment of the Articles of Association and to the dissolution and liquidation of the Association. The charitable purpose cannot be changed. Furthermore, art. 20 ciph. 2 of the Articles of Association cannot be changed.
² Elections and votes shall be conducted openly unless at least one third of the members present request a secret ballot.
³ Each Associate Member and each Founding Member shall have one vote. The President or the Chairman shall have the casting vote in the event of a tie.
⁴ The General Meeting shall have a quorum regardless of the number of present members. The General Meeting may be held in person, in Switzerland or abroad, and/or via telephone or video conference.
B. THE ASSOCIATION BOARD
Art. 14 General Provisions
¹ The Association Board consists of at least 2 and a maximum of 5 persons and is elected for a period of 5 years. Re-election is possible.
² The Association Board Members are elected by the General Meeting.
³ The Founding Members shall retain the exclusive right to nominate the President and one additional Board Member designated to represent the Founding Members, and to remove such Board Members.
⁴ The Association Board shall constitute itself with the exception of the President.
⁵ The Association Board shall meet at invitation of the President, stating the items on the agenda.
Art. 15 Powers
¹ The Association Board shall be responsible for the financial and administrative management of the Association.
² The Association Board shall represent the Association externally. It shall attend to all affairs that are not expressly delegated to another Organ of the Association.
³ The Association Board may validly decide on unannounced items if the majority of its members agrees to the amendment of the agenda.
Art. 16 Decision-making
¹ The Association Board shall have a quorum if it has been duly invited and at least one third of its members are present. The board meeting may be held in person, in Switzerland or abroad, and/or via telephone or video conference.
² It decides by a simple majority of the votes.
³ In the event of a tie, the President or the Chairman shall have the casting vote.
⁴ If circular resolutions (also possible by e-mail) are passed, a majority of all Association Board Members is required. If a Member of the Association Board requests oral deliberation, a meeting shall be convened. Circular resolutions shall also be recorded in the minutes.
Art. 17 Representation
¹ The Association shall be externally represented by the Association Board in accordance with the entry in the commercial register.
² Up to an expenditure of CHF 5,000.00 (one-off expenditure), each member of the Board may decide alone, whereby the Board must be informed immediately.
³ The Association Board may authorise other persons to represent the Association. It shall draw up regulations for this purpose.
C. COMMITTEES AND COMMISSIONS
Art. 18 Decision-making
¹ The Association Board may appoint committees and commissions to assist it and delegate tasks to them.
² The Board shall regulate the tasks and representative powers in a separate set of regulations.
D. THE AUDITORS
Art. 19 Election
¹ The General Meeting shall elect external auditors if the Association is required to do a full audit by law (art. 69b para. 1 Swiss Civil Code [SCC; SR 210]).
² The General Meeting shall elect and appoint external auditors to carry out a limited audit on request of one Member, who is subject to personal liability or an obligation to provide further capital, if not a full audit is required (art. 69b para. 2 SCC).
³ If the accounts are not subject to either a full or a limited audit, the General Meeting shall elect two auditors, who do not necessarily need to be members of the Association.
⁴ Members of the Association Board cannot be elected as auditors.
⁵ Subject matter, extent, and the term of office of the external auditors according to para. 1 and 2 shall be in accordance with the law.
⁶ The Auditors according to para. 3 shall audit the annual accounts of the Association Board. They shall report thereon and on the Association's assets to the General Meeting. Their term of office coincides with that of the Association Board. Re-election is permitted.
⁷ The financial year shall be the calendar year. The first financial year runs from the foundation until December 31st, 2022.
Art. 20 Dissolution and Liquidation of the Association
¹ A General Meeting shall be convened for the dissolution of the Association.
² The liquidation of the Association's assets shall be based on a final account. The liquidation surplus must be transferred to another juristic person with Seat in Switzerland with a similar purpose as the Association.
Art. 21 Entry in the Commercial Register
The Association Board may register the Association in the Commercial Register of the Canton of Schwyz.
Art. 22 Effective Date
These Articles of Association were approved at the General Meeting on 20 August 2025 with immediate effect.
Art. 23 Authoritative Language
In the event of discrepancies between the German and English version of these Articles of Association, the German version shall prevail.