The name of the corporation is “Web3 Infrastructure Foundation”, and the corporation is referred to in these By-laws as the “Foundation”

The Web3 Infrastructure Foundation provides open source software, firmware and hardware to build web3 infrastructure and services empowered by security, transparency and trusted supply chain.

The Foundation is organized and shall be operated as a non-stock, not for profit membership corporation organized in Hong Kong under the Companies Ordinance(Chapter 622 of the Laws of Hong Kong).

The Foundation shall have five classes of membership: Platinum Members, Gold Members, End User Members, Academic and Non-Profit Members, and Individual Members.

Additional classes of voting and non-voting members may be created in the future, and the rights of existing classes of members may be amended, in each case pursuant to Section 2.6 of these Bylaws. Platinum Members, Gold Members, and End User Members shall be collectively referred to as “Corporate Members.” Corporate Members, Individual Members, and any future classes of members that are entitled to voting rights shall be collectively referred to as “Voting Members.” All voting and non-voting memberships in the Foundation are collectively referred to in these Bylaws as “Memberships,” and a person or entity holding Membership is referred to in these Bylaws as a “Member.”

Any association, partnership, organization, governmental agency, company, corporation, academic entity, non-profit entity interested in supporting the design, development, or application of the Web3 infrastructure shall be admitted to Corporate or Associate Membership upon: (a) acceptance of its written application on such form as may be required by the Foundation, (b) agreement by Governing Board vote. Individual members should be founding members of the Foundation or core members of the Foundation's projects.

Appoint one (1) representative to the Governing Board.

Appoint one (1) representative as a voting member in any subcommittees or activities of the foundation

Enjoy most prominent placement in displays of membership including on the website, interviews and conferences.

Appoint one (1) representative to the Governing Board per every five (5) Gold members, up to three (3) maximum Gold representatives.

Appoint one (1) representative to the Governing Board per every five (5) End User members, up to two (3) maximum End User representatives.

Appoint one (1) representative in any subcommittees of the foundation.

Appoint one (1) representative to the Governing Board per every five (5) Academic and Non-Profit members, up to two (2) maximum Academic and Non-Profit representatives.

Appoint one (1) representative in any subcommittees of the foundation.

Appoint one (1) representative to the Governing Board per every five (10) Individual members, up to two (2) maximum Individual members representatives.

Any changes to the conditions, privileges, powers, and voting rights of any class of Members, as well as the creation of one or more additional classes of Membership and the prescription of the conditions, voting rights (if any), powers, and privileges of each such class, must be approved through a vote by the Governing Board.

Any member's membership can be suspended or terminated by Governing Board vote for failing to meet obligations or for conduct contrary to the organization's purposes. Dues already paid will not be refunded and any unpaid dues still owed upon termination remain due.

The Governing Board will be responsible for marketing and other business oversight and budget decisions for the Foundation.

Adopting the overall scope for the Web3 infrastructure.

Defining and enforcing policy regarding the use of the trademarks and copyrights of the Foundation.

Directing marketing, including evangelism, events and ecosystem engagement.

Fundraising and financial governance.

The Governing Board may hold meetings, both regular and special, either within or without the Hong Kong.

The Borad meetings shall require a quorum of two-thirds of the total members to take a vote or make any decision. If a meeting fails to meet the quorum requirement, discussions may proceed, however there shall be no voting or decisions.

The Borad decisions at meetings meeting quorum requirements shall pass with a vote greater than 50% of Governging Borad members present.

Each individual in a Selecting Group may nominate up to two (2) people, at most one (1) of whom may be from the same group of Related Companies. Each nominee must agree to participate prior to being added to the nomination list.

The Governing Board members shall vote on each nominee individually to validate that the nominee meets the qualification criteria. A valid vote shall require at least 50% participation. Nominees passing with over 50% shall be Qualified Nominees.

GB members shall serve three-year, staggered terms. The GB members may be removed by a two-thirds vote of the other TOC members, with the impacted individual ineligible to participate in the vote.

It is expected that member companies, and community will bring open source project assets to the GB for discussion and inclusion into the Foundation. All such contributions should ratified by the GB.

Existing open source projects should continue to run through their existing technical governance structure to maintain cohesion and velocity.

New open source projects initiated in Foundation shall be approved by the Governing Board for inclusion in Foundation. The GB members shall be afforded sufficient time to discuss and review new project proposals. New project proposals shall include details of the roles in the project, the governance proposed for the project and identify alignment with Web3 Infrastructure role and values.

Any project that is added to the Foundation must have ownership of logo assets transferred to the Foundation.

The project of donor must warrant that they have the sole right to grant such a license and that no other individual or entity can claim any rights to the trademark. By donating a project and signing the unconditional license, the donor is giving the Foundation the unrestricted authority to use their trademark for the project into perpetuity without any financial compensation.

All new inbound code contributions to the Foundation shall be (i) accompanied by a Developer Certificate of Origin sign-off (https://developercertificate.org) and (ii) made under the Apache License(Version 2.0), GPL(Version 2.0, Version 3.0) or MIT.

All outbound code will be made available under the Apache License(Version 2.0), GPL(Version 2.0, Version 3.0) or MIT.

All documentation will be received and made available by the Foundation under the Creative Commons Attribution 4.0 International License.