Articles of Association

• The purpose of the Trust Protocol Association is to establish a new Trust Protocol for the Internet combining traditional Cryptographic Trust Models with distributed blockchain ledgers creating a new Global Trust platform. The mission of the Association is to create an ecosystem of governmental, technology and business partners, each representing a node with the possibility to have multiple nodes per country.
• The Association may conduct all transactions and conclude contracts as well as undertake anything that promotes the purpose of the Association or that directly or indirectly relate to it.
• The Association may acquire, hold and sell domestic and foreign real estate, as long as it is not in violation of applicable law.
• The Association may establish branches and subsidiaries locally as well as in foreign countries and participate in other ventures locally or in foreign countries. It may develop, acquire, exploit, hold, encumber and sell patents, licenses and other intellectual property as well as grant licenses for such rights.

The resources available to the Association for the pursuit of its purpose comprise:

• Organisation Internationale pour la Sécurité des Transactions Electroniques OISTE which will provide USD 1 million through a contribution in kind by delivering the Root of Trust infrastructure.
• WISeKey Equities AG provides USD 1 million through a contribution in kind by delivering the WISeCoin currency.
• Income from events and seminars the association organises
• Subsidies
• Income from service agreements
• Donations and grants of any kind

The Association comprises the Founding Members

• Organisation Internationale pour la Sécurité des Transactions Electroniques OISTE, with its seat at Chemin Frank-Thomas 36, 1208 Geneva, Switzerland; and
• WISeKey Equities AG, c|o WISeKey International Holding AG, General-Guisan-Strasse 6, 6300 Zug, Switzerland;
• GLOMAX, Office 2428, Al Sila Tower, ADGM, P.O Box 37794, Abu Dhabi, United Arab Emirates
• and other members who fulfil the criteria of a Founding Member as stated below.
• Founding members:
  • The ability to serve as a trusted, geographically dispersed partner with technical requirements in the eco-system.
  • Willingness to commit USD 1 million to the association.

To be a member of the Association, one needs to contribute financially, either through direct donations or by financially supporting a specific activity of the Association.

Individuals, corporations, institutions and government entities may become members of the Association. Registration for membership needs to be made in writing to the executive committee, which decides on the admission. There is no guarantee to be admitted as a member of the Association.

Membership shall expire

• Upon resignation, exclusion or death in the case of individuals.
• Upon resignation, exclusion or dissolution in the case of legal entities.

Resignation from the Association is possible as per end of the year. A notice of resignation must be sent by registered mail and email to the board of directors at least 4 weeks before its general assembly. The full annual membership contribution shall be payable even if the member opts out before a 12-month cycle.

Members may be excluded from the Association at any time on grounds of infringement of the Articles of Association, infringements against the objectives of the Association.

Members whose membership is terminated are not entitled to a share in the Association’s assets.

The governing bodies of the Association shall consist of:

• The General Assembly
• The Board of Directors
• The auditors

The General Assembly is the Association’s supreme governing body. Ordinary general meetings shall take place every year in the 2nd or 3rd quarter of each year.

Members shall be invited to the meeting at least 4 weeks in advance, outlining the agenda items. Invitations may be sent out by e-mail.

Submissions to the general meeting shall be sent in writing to the board of directors at least 10 days prior to the general meeting.

The board of directors, or one-third of the members, may request an extraordinary general meeting at any time if they state the purpose of the meeting. The meeting shall take place no later than 4 weeks after receipt of the request.

The General Assembly is the Association’s supreme governing body. It has the following non-withdrawable responsibilities and powers:

• Approval of the minutes of the last general meeting
• Approval of the annual report of the board of directors
• Acknowledgment of the auditor’s report and approval of the annual accounts
• Discharge of the board of directors
• Election of the chairperson, the remaining board of directors and the auditor.
• Approval of the membership contributions
• Resolution on submissions by the board of directors and the members
• Amendments of the Articles of Association
• Decision on exclusion of members
• Resolution on dissolution of the Association and approval of the liquidation proceeds.
• To pass resolutions on matters which are reserved for it by law or the Articles of Association or which are submitted by the board of directors.

All duly convened general meetings shall have a quorum irrespective of the number of members present.

Each founding member has 2 votes and each member 1 vote at the general meeting. The general meeting of the Association passes its resolutions and carries out the elections with a majority of one vote of more than half of the members present, unless the law provides otherwise.

A member may be represented by written proxy.

Resolutions and elections shall be passed or taken by show of hands, unless a member requires a secret ballot.

Resolutions may also be passed by circular letter or email. Such resolutions require the consent of all members to be valid.

The board of directors consists of three or more members who are elected for a term of one year. It constitutes itself with the exception of the president, who is elected by the General Assembly.

In particular, it has the following responsibilities:

• Preparation of the general meeting;
• Execution of the resolutions of the general meeting;
• Resolution on the admission and possible exclusion of members of the Association;
• Dealing with suggestions, motions and complaints of the members of the Association;
• Preparation of budget and annual accounts;
• Administration of the Association's assets;
• Fulfil the purpose of the Association.

In addition, the BoD is entitled to all other powers which are not expressly reserved by law or the statutes for another organ of the Association.

The board of directors shall hold meetings upon convocation by the chairperson as often as business requires, but at least once a year. Each member of the board of directors may request that a meeting be called. Meetings can be called by written notice (letter or e-mail) no later than 5 days prior to the date of the meeting.

Resolutions may also be passed by circular letter or e-mail provided that none of the members of the board of directors requests oral deliberation.

If required by law or by any member, the general meeting shall elect 2 auditors or a legal entity to audit the accounts and conduct a spot check audit at least once a year. The auditor shall submit a report and motion to the board of directors for the attention of the General Assembly.

The auditor shall be appointed for 2 years and may be re-elected.

The Association is represented externally by the executive committee. The executive committee determines who is authorized to sign and what its process is.

The Association’s financial year is determined by the board of directors.

Notices of the Association to its members shall be provided in writing (letter or e-mail).

The Association’s assets shall be solely liable for the Association’s debts. Personal Liability of the members is excluded.

The dissolution of the Association may be decided by resolution of an ordinary or Extraordinary General Assembly. Dissolution requires the majority votes of all qualified members.

If the dissolution is decided, the liquidation is to be executed by the executive committee, or liquidators nominated by the General Assembly.

The net assets remaining after payment of all debts and other levies and after settlement of other obligations shall be allocated to a provision corresponding to the purpose of the Association by resolution of the General Assembly of the Association.

The Articles of Association and all rights and obligations related to the membership in the Association shall be governed by Swiss Law.

These Articles of Association were adopted at the foundation meeting on [foundation date] and entered into force on the same date.